UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2021
Commission File Number: 001-37959
(Exact Name of Registrant as Specified in Its Charter)
Kesselstraße 5 - 7
40221 Düsseldorf
Federal Republic of Germany
+49 211 54065110
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On July 30, 2021, trivago N.V. will hold a conference call regarding its unaudited financial results for the second quarter ended June 30, 2021.
INCORPORATION BY REFERENCE
Exhibits 99.1 (Operating and Financial Review for the Second Quarter of 2021) and 99.3 (Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2021) to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Number 333-255378) and Form S-8 (Registration Number 333-215164) of trivago N.V. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit 99.2 (Letter to Shareholders) to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
trivago N.V. | |||||||||||||||||
| Date: July 29, 2021 | By: | /s/ Matthias Tillmann | |||||||||||||||
| Matthias Tillmann | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
Exhibit 99.1
Operating and Financial Review
The following discussion should be considered together with our unaudited financial information included with this review and the periodic reports we file with the Securities and Exchange Commission, including the section contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, “Item 5. Operating and Financial Review and Prospects.” Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) have been omitted from this review.
As used herein, references to “we,” “us,” the “company,” or “trivago,” or similar terms shall mean trivago N.V. and, as the context requires, its subsidiaries.
Overview
trivago is a global hotel and accommodation search platform. We are focused on reshaping the way travelers search for and compare different types of accommodations, such as hotels, vacation rentals and apartments, while enabling our advertisers to grow their businesses by providing them with access to a broad audience of travelers via our websites and apps. Our platform allows travelers to make informed decisions by personalizing their search for accommodations and providing them with access to a deep supply of relevant information and prices. As of June 30, 2021, we offered access to more than 5.0 million hotels and other types of accommodation in over 190 countries, including over 3.8 million units of alternative accommodation, such as vacation rentals and apartments.
Our search platform forms the core of our user experience and can be accessed globally via 54 localized websites and apps available in 32 languages. Our users initially search via a text-based search function, which supports searches across a broad range of criteria. This leads through to a listings page that displays search results and allows for further refinement based on more nuanced filters. Additionally, we enhance our users’ experience by giving them the option to display their search results in listing or map formats. Users can search our platform on desktop and mobile devices, and benefit from a familiar user interface, resulting in a consistent user experience.
Financial Summary & Operating Metrics (€ millions, unless otherwise stated)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ Y/Y | 2021 | 2020 | Δ Y/Y | ||||||||||||||||||||||||||||||
| Total revenue | 95.5 | 16.1 | 493% | 133.7 | 155.9 | (14)% | |||||||||||||||||||||||||||||
| Qualified Referrals (in millions) | 73.4 | 23.6 | 211% | 115.8 | 117.5 | (1)% | |||||||||||||||||||||||||||||
| Revenue per Qualified Referral (in €) | 1.27 | 0.59 | 115% | 1.12 | 1.28 | (13)% | |||||||||||||||||||||||||||||
| Operating loss | (2.9) | (26.7) | (89)% | (11.7) | (242.0) | (95)% | |||||||||||||||||||||||||||||
| Net loss | (3.3) | (20.2) | (84)% | (10.0) | (234.4) | (96)% | |||||||||||||||||||||||||||||
| Return on Advertising Spend | 144.6% | 254.0% | (109.4) ppts | 155.7% | 139.4% | 16.3 ppts | |||||||||||||||||||||||||||||
Adjusted EBITDA(1) | 4.3 | (14.4) | n.m. | (0.5) | (15.0) | n.m. | |||||||||||||||||||||||||||||
n.m. not meaningful
(1) “Adjusted EBITDA” is a non-GAAP measure. Please see “Definitions of Non-GAAP Measures” and “Tabular Reconciliations for Non-GAAP Measures” on pages 14 to 15 herein for explanations and reconciliations of non-GAAP measures used throughout this review.
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Recent Trends
While our business and operating results for 2021 continue to be negatively impacted by the COVID-19 pandemic, we have observed a strong recovery in travel demand in the second quarter of 2021 compared to the same period in 2020, with pent-up demand coming out of the most recent lockdown leading to an initial surge in referrals above 2019 levels in some countries. Overall, our business levels continue to be significantly below 2019 levels, however, with Referral Revenue, Qualified Referrals and Revenue per Qualified Referral (RPQR) in the second quarter of 2021 still 58%, 44%, and 24% respectively, below the same period in 2019. While local travel has recovered in most countries, international and city travel continues to be negatively impacted in most parts of the world, and we expect that these types of travel will be slow to recover until the overall situation has stabilized further and travel restrictions between countries are fully lifted. The spread of the delta variant in the UK and across Europe has caused new travel restrictions to be imposed, resulting in international travel within Europe once again to become more challenging, negatively impacting our business in those markets.
With new variants of the COVID-19 virus emerging and uncertainty increasing around the effectiveness of vaccines against variants that could be more contagious and potentially more severe, we expect travel restrictions and uncertainty around international travel to persist well into 2022. As a consequence, we expect that we will experience elevated volatility in August and September compared to June and July 2021. We also believe that the trend toward local and regional travel will persist and that international and intercontinental destinations will continue to lag behind other types of travel for the foreseeable future.
For the remainder of the peak summer travel period, we expect travel demand to continue to show a strong recovery compared to 2020, although we expect Referral Revenue, Qualified Referrals and RPQR continue to be well below 2019 levels. For autumn and winter, we expect the outlook to largely depend on the development of the COVID-19 pandemic and the extent to which increasing rates of infections in countries with high vaccination levels will result in significant increases in severe cases of COVID-19. We believe that the pace of the recovery will slow towards the end of the year. As a result, we expect our revenues will be concentrated in the summer months in 2021, even more so than was the case in years prior to the pandemic.
Our ultimate financial performance will depend on a number of factors relating to the world’s emergence from the COVID-19 pandemic, including rates of vaccination and the effectiveness of vaccinations against various mutations of the COVID-19 virus. Should global recovery from the pandemic proceed more slowly than we have assumed or suffer greater setbacks, our expectations are unlikely to be achieved. For further detail, see the risk factors relating to the COVID-19 pandemic in the Annual Report on Form 20-F referred to above.
In making the comparisons below, we note that the COVID-19 pandemic had a drastic and unprecedented impact on our operating results starting in March 2020, resulting in a 94% decline in Referral Revenue in the second quarter of 2020 compared to the same period of 2019. As noted above, our business levels in 2021 continue to be significantly below 2019 levels.
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Revenue
Referral Revenue & Other Revenue
We match our users’ searches with large numbers of hotel and other accommodation offers through our auction platform, which we call our marketplace. With our marketplace, we provide advertisers a competitive forum to access user traffic by facilitating a vast quantity of auctions on any particular day. Advertisers submit hotel room and other accommodation rates and participate in our marketplace primarily by making bids for each user click on an advertised rate for a hotel or other accommodation on a cost-per-click, or CPC, basis. We continue to roll out the option for our advertisers to participate in our marketplace on a cost-per-acquisition, or CPA, basis and plan to onboard additional advertisers to CPA billing over the coming months.
We earn substantially all of our revenue when users of our websites and apps click on hotel and accommodation offers or advertisements in our search results and are referred to one of our advertisers. We call this our Referral Revenue.
Management has identified three reportable segments, which correspond to our three operating segments: the Americas, Developed Europe and Rest of World (RoW). Our Americas segment is comprised of Argentina, Barbados, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, Mexico, Panama, Peru, Puerto Rico, the United States and Uruguay. Our Developed Europe segment is comprised of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Malta, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Our RoW segment is comprised of all other countries. In the second quarter of 2021 the most significant countries by revenue in that segment were Australia, Israel, Turkey, Japan and Russia.
We also earn subscription fees for certain services we provide to advertisers, such as the PRO Package of Business Studio, although such subscription fees do not represent a significant portion of our revenue.
Referral Revenue by Segment & Other Revenue (€ millions)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ € | Δ % | 2021 | 2020 | Δ € | Δ % Y/Y | ||||||||||||||||||||||||||||||||||||||||
| Americas | € | 37.6 | € | 6.5 | 31.1 | 478% | € | 55.9 | € | 61.2 | (5.3) | (9)% | |||||||||||||||||||||||||||||||||||
| Developed Europe | 43.7 | 4.9 | 38.8 | 792% | 53.3 | 62.2 | (8.9) | (14)% | |||||||||||||||||||||||||||||||||||||||
| Rest of World | 12.1 | 2.5 | 9.6 | 384% | 20.5 | 27.2 | (6.7) | (25)% | |||||||||||||||||||||||||||||||||||||||
| Total Referral Revenue | € | 93.4 | € | 13.9 | 79.5 | 572% | € | 129.6 | € | 150.6 | (21.0) | (14)% | |||||||||||||||||||||||||||||||||||
| Other revenue | 2.0 | 2.3 | (0.3) | (13)% | 4.1 | 5.3 | (1.2) | (23)% | |||||||||||||||||||||||||||||||||||||||
| Total revenue | € | 95.5 | € | 16.1 | 79.4 | 493% | € | 133.7 | € | 155.9 | (22.2) | (14)% | |||||||||||||||||||||||||||||||||||
Note: Some figures may not add due to rounding.
Total revenue increased by €79.4 million, or by 493%, during the second quarter of 2021 compared to the same period in 2020. Total revenue decreased by €22.2 million, or by 14%, during the six months ended June 30, 2021, compared to the same period in 2020.
In the second quarter of 2021 Referral Revenue increased to €37.6 million, €43.7 million and €12.1 million or by 478%, 792% and 384% in Americas, Developed Europe and RoW, respectively, compared to the same period in 2020. In the first six months ended June 30, 2021, Referral Revenue decreased to €55.9 million, €53.3 million and €20.5 million in Americas, Developed Europe and RoW, respectively.
During the second quarter of 2021 Referral Revenue increased as a result of significant increases in Qualified Referrals and Revenue per Qualified Referral (RPQR) in all three segments, while in the first six months ended June 30, 2021, the decline in Referral Revenue resulted primarily from a decline in RPQR.
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Other revenue decreased by €0.3 million, or 13%, during the second quarter of 2021, and by €1.2 million, or 23%, during the six months ended June 30, 2021, mainly due to a decrease in subscription revenue.
Qualified Referrals
Qualified Referrals indicate the number of unique visitors per day that generate at least one referral. The following table sets forth the Qualified Referrals for our reportable segments:
Qualified Referrals by Segment (in millions)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ | Δ % | 2021 | 2020 | Δ | Δ % Y/Y | ||||||||||||||||||||||||||||||||||||||||
| Americas | 20.3 | 6.8 | 13.5 | 199% | 37.4 | 39.7 | (2.3) | (6)% | |||||||||||||||||||||||||||||||||||||||
| Developed Europe | 32.6 | 8.8 | 23.8 | 270% | 42.7 | 41.2 | 1.5 | 4% | |||||||||||||||||||||||||||||||||||||||
| Rest of World | 20.5 | 7.9 | 12.6 | 159% | 35.7 | 36.6 | (0.9) | (2)% | |||||||||||||||||||||||||||||||||||||||
| Total | 73.4 | 23.6 | 49.8 | 211% | 115.8 | 117.5 | (1.7) | (1)% | |||||||||||||||||||||||||||||||||||||||
Note: Some figures may not add due to rounding.
In the second quarter of 2021, total Qualified Referrals increased by 211% as Qualified Referrals increased by 199%, 270% and 159% in Americas, Developed Europe and RoW, respectively, compared to the same period in 2020. The increase in Qualified Referrals was primarily driven by significant traffic volume increases resulting from the easing of the COVID-19 pandemic and related mobility restrictions, particularly in Americas and Developed Europe during the summer months. In RoW, Qualified Referrals increased the least among the segments, reflecting muted traffic volumes in certain geographic markets, particularly in Asia, that continue to be subject to significant mobility restrictions as a result of the COVID-19 pandemic.
During the six months ended June 30, 2021, Qualified Referrals decreased by 1% compared to the same period in 2020 due to significant declines in traffic volumes as a result of the COVID-19 pandemic, partially offset by significant increases in traffic volumes in the second quarter of 2021 described above. In the six months ended June 30, 2021, Qualified Referrals decreased by 6% and 2% in Americas and RoW, while it increased by 4% in Developed Europe, respectively, compared to the same period in 2020.
Revenue Per Qualified Referral
We use RPQR to measure how effectively we convert Qualified Referrals to revenue. RPQR is calculated as Referral Revenue divided by the total number of Qualified Referrals in a given period. RPQR is a key financial metric that describes the quality of our referrals, the efficiency of our marketplace and, as a consequence, how effectively we monetize the referrals we provide our advertisers. Furthermore, we use RPQR to help us detect and analyze changes in market dynamics. The following table sets forth the RPQR for our reportable segments for the periods indicated:
RPQR by Segment (in €)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ % | 2021 | 2020 | Δ % Y/Y | ||||||||||||||||||||||||||||||
| Americas | € | 1.85 | € | 0.96 | 93% | € | 1.49 | € | 1.54 | (3)% | |||||||||||||||||||||||||
| Developed Europe | 1.34 | 0.56 | 139% | 1.25 | 1.51 | (17)% | |||||||||||||||||||||||||||||
| Rest of World | 0.59 | 0.32 | 84% | 0.57 | 0.74 | (23)% | |||||||||||||||||||||||||||||
| Consolidated RPQR | € | 1.27 | € | 0.59 | 115% | € | 1.12 | € | 1.28 | (13)% | |||||||||||||||||||||||||
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In the second quarter of 2021, consolidated RPQR increased by 115% as RPQR increased by 93%, 139% and 84% in Americas, Developed Europe and RoW, respectively, compared to the same period in 2020. In the three months ended June 30, 2021, RPQR continuously improved, particularly in the US and in European markets, driven by an easing of the COVID-19 pandemic and related mobility restrictions. In these markets, most advertisers have increased their bids on our marketplace significantly compared to the same period in 2020.
In the six months ended June 30, 2021, consolidated RPQR decreased by 13% as RPQR decreased by 3%, 17% and 23% in Americas, Developed Europe and RoW, respectively, compared to the same period in 2020. Particularly in the first quarter of 2021, our advertisers continued to be cautious with respect to their marketing activities, which resulted in lower bidding levels across all segments compared to the same period in 2020. In addition, we experienced negative impacts from foreign exchange rate effects, in particular due to the relative weakening of the U.S. dollar and certain currencies in Latin Americas to the euro compared to the same period in 2020.
Advertiser Concentration
We generate the large majority of our Referral Revenue from online travel agencies, or OTAs. For brands affiliated with Expedia Group, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Hotwire, Wotif, Vrbo and ebookers, the share of our Referral Revenue was 22% and 21% in the second quarter of 2021 and in the six months ended June 30, 2021, respectively, compared to 19% and 32%, respectively, in the same periods in 2020. For brands affiliated with Booking Holdings, including Booking.com and Agoda, the share of our Referral Revenue was 60% and 59% in the second quarter of 2021 and in the six months ended June 30, 2021, respectively, compared to 54% and 40% in the same periods in 2020.
Return on Advertising Spend (ROAS)
We track the ratio of our Referral Revenue to our Advertising Spend, or ROAS. We believe that ROAS is an indicator of the efficiency of our advertising and it is our primary operating metric. The following table sets forth the ROAS for our reportable segments:
ROAS by Segment (in %)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ ppts | 2021 | 2020 | Δ ppts | ||||||||||||||||||||||||||||||
| ROAS | |||||||||||||||||||||||||||||||||||
| Americas | 131.5% | 311.6% | (180.1) ppts | 144.9% | 133.0% | 11.9 ppts | |||||||||||||||||||||||||||||
| Developed Europe | 146.9% | 356.6% | (209.7) ppts | 153.6% | 165.3% | (11.7) ppts | |||||||||||||||||||||||||||||
| Rest of World | 193.5% | 123.1% | 70.4 ppts | 204.2% | 111.6% | 92.6 ppts | |||||||||||||||||||||||||||||
| Consolidated ROAS | 144.6% | 254.0% | (109.4) ppts | 155.7% | 139.4% | 16.3 ppts | |||||||||||||||||||||||||||||
In the second quarter of 2021, consolidated ROAS was 144.6%, compared to 254.0% in the same period in 2020. In Americas and Developed Europe ROAS decreased to 131.5% and 146.9%, respectively, while it increased in RoW to 193.5%. The decrease in Americas and Developed Europe was mainly driven by a significant increase in Advertising Spend made in response to the increase in travel demand mentioned above. In the three months ended June 30, 2021, the increase in ROAS in RoW was mainly driven by a significant increase in Referral Revenue that more than offset the increase in Advertising Spend. Many markets in our RoW segment were more adversely affected by the COVID-19 pandemic and related mobility restrictions, and we therefore kept our brand and performance marketing activities in those markets at a comparably lower level compared to markets included in our other segments.
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In the second quarter of 2021, Advertising Spend increased by €26.4 million, €28.4 million and €4.3 million in Americas, Developed Europe and RoW, respectively. In the six months ended June 30, 2021, Advertising Spend decreased by 16.1%, 7.7% and 59.0% in Americas, Developed Europe and RoW, respectively, compared to the same period in 2020.
In the six months ended June 30, 2021, consolidated ROAS increased to 155.7%, compared to 139.4% in the same period in 2020. ROAS improved by 11.9 ppts and 92.6 ppts in Americas and RoW, respectively, compared to the same period in 2020. The increases in ROAS were mainly driven by significant reductions in Advertising Spend that more than offset the declines in Qualified Referrals and RPQR. In Developed Europe, ROAS decreased by 11.7 ppts in the six months ended June 30, 2020, compared to the same period in 2020, due to a significant decline in Referral Revenue which more than offset the decline in Advertising Spend.
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Expenses
Expenses by cost category (€ millions)
| Costs and expenses | As a % of revenue | ||||||||||||||||||||||||||||||||||
| Three months ended June 30, | Three months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ % | 2021 | 2020 | Δ in ppts | ||||||||||||||||||||||||||||||
| Cost of revenue | € | 3.0 | € | 2.7 | 11% | 3 | % | 17 | % | (14) | % | ||||||||||||||||||||||||
| of which share-based compensation | 0.1 | 0.1 | —% | ||||||||||||||||||||||||||||||||
| Selling and marketing | 71.4 | 12.8 | 458% | 75 | % | 80 | % | (5) | % | ||||||||||||||||||||||||||
| of which share-based compensation | 0.3 | 0.3 | —% | ||||||||||||||||||||||||||||||||
| Technology and content | 13.8 | 18.3 | (25)% | 14 | % | 114 | % | (100) | % | ||||||||||||||||||||||||||
| of which share-based compensation | 1.1 | 1.1 | —% | ||||||||||||||||||||||||||||||||
| General and administrative | 10.2 | 9.0 | 13% | 11 | % | 56 | % | (45) | % | ||||||||||||||||||||||||||
| of which share-based compensation | 3.5 | 2.6 | 35% | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 0.1 | 0.0 | 100% | 0 | % | 0 | % | — | % | ||||||||||||||||||||||||||
| Total costs and expenses | € | 98.3 | € | 42.8 | 130% | 103% | 266 | % | (163) | % | |||||||||||||||||||||||||
| Costs and Expenses | As a % of Revenue | ||||||||||||||||||||||||||||||||||
| Six months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ % Y/Y | 2021 | 2020 | Δ in ppts | ||||||||||||||||||||||||||||||
| Cost of revenue | € | 5.6 | € | 5.5 | 2% | 4 | % | 4 | % | — | % | ||||||||||||||||||||||||
| of which share-based compensation | 0.1 | 0.1 | —% | ||||||||||||||||||||||||||||||||
| Selling and marketing | 94.7 | 124.2 | (24)% | 71 | % | 80 | % | (9) | % | ||||||||||||||||||||||||||
| of which share-based compensation | 0.5 | 0.7 | (29)% | ||||||||||||||||||||||||||||||||
| Technology and content | 26.4 | 35.9 | (26)% | 20 | % | 23 | % | (3) | % | ||||||||||||||||||||||||||
| of which share-based compensation | 1.7 | 2.2 | (23)% | ||||||||||||||||||||||||||||||||
| General and administrative | 18.7 | 24.3 | (23)% | 14 | % | 16 | % | (2) | % | ||||||||||||||||||||||||||
| of which share-based compensation | 5.6 | 4.7 | 19% | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 0.1 | 0.4 | (75)% | 0 | % | 0 | % | — | % | ||||||||||||||||||||||||||
| Impairment of goodwill | — | 207.6 | 100% | —% | 133 | % | (133) | % | |||||||||||||||||||||||||||
| Total costs and expenses | € | 145.5 | € | 397.9 | (63)% | 109% | 255 | % | (146) | % | |||||||||||||||||||||||||
Note: Some figures may not add due to rounding.
Cost of revenue
In the second quarter of 2021, cost of revenue increased by €0.3 million to €3.0 million, or 11%, period-over-period, and in the six months ended June 30, 2021, increased by €0.1 million to €5.6 million, or 2%, period-over-period. The increase in the second quarter was mainly driven by higher cloud-related service provider costs and higher personnel costs. The increase in the six months ended June 30, 2021 was driven by higher personnel costs.
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Selling and marketing
Selling and marketing expense was 75% of total revenue in the second quarter of 2021, compared to 80% in the same period in 2020.
In the second quarter of 2021, selling and marketing expense increased by €58.6 million, or by 458%, period-over-period to €71.4 million, of which €64.6 million, or 90%, was Advertising Spend. Advertising Spend increased to €28.5 million, €29.8 million and €6.3 million in Americas, Developed Europe and RoW, respectively, compared to €2.1 million, €1.4 million and €2.0 million in the same period in 2020. These increases were primarily made in response to the increase in travel demand mentioned above. Many markets in our RoW segment were more adversely affected by the COVID-19 pandemic and related mobility restrictions, and we therefore kept our marketing activities in those markets at a comparably lower level compared to markets included in our other segments.
In the six months ended June 30, 2021, Advertising Spend decreased by 16.1%, 7.7% and 59.0% in Americas, Developed Europe and RoW, respectively. Particularly in the first quarter of 2021, we reduced our Advertising Spend significantly compared to the same period in 2021 in reaction to the COVID-19 pandemic.
In the second quarter of 2021, other selling and marketing expense decreased by €0.5 million to €6.8 million, or 7%, period-over-period, and in the six months ended June 30, 2021, decreased by €4.8 million to €11.4 million, or 29.6%, period-over-period.
The decrease in the second quarter of 2021 was mainly driven by lower personnel costs of €2.3 million and lower office-related expenses, see "Costs across multiple categories" below. The decrease in personnel costs resulted mainly from the non-recurrence of restructuring costs and lower headcount compared to the same period in 2020. These were partly offset by an increase in television advertisement production costs of €1.1 million, higher digital sales tax expenses due to a higher referral revenue in the second quarter of 2021, and higher marketing analytics costs.
The decrease in the six months ended June 30, 2021 in other selling and marketing expense was primarily driven by lower personnel costs of €4.7 million, resulting mainly from lower headcount compared to the same period in 2020 and the non-recurrence of restructuring costs. The decrease was further driven by lower office-related expenses (see "Costs across multiple categories" below), and partly offset by higher television advertisement production costs.
Technology and content
In the second quarter of 2021, technology and content expense decreased by €4.5 million to €13.8 million, or 25%, period-over-period, and in the six months ended June 30, 2021, decreased by €9.5 million to €26.4 million, or 26%, period-over-period.
The decrease in the second quarter of 2021 was primarily driven by lower personnel costs of €3.5 million, resulting mainly from the non-recurrence of restructuring costs and lower headcount compared to the same period in 2020. The decrease in the second quarter of 2021 was further driven by lower office-related costs and lower depreciation expense resulting from the consolidation of our office locations in 2020, see "Costs across multiple categories" below, which were partly offset by higher third-party IT service provider costs.
During the six months ended June 30, 2021, the decrease in technology and content expense was primarily driven by lower personnel costs of €6.7 million, resulting mainly from lower headcount compared to the same period in 2020 and the non-recurrence of restructuring costs. The decrease in the six months ended June 30, 2021 was further driven by lower office-related expenses and lower depreciation expense resulting mainly from the consolidation of our office locations, a gain realized in the first quarter of 2021 on the modification of the lease for our Düsseldorf campus, see "Costs across multiple categories" below,
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and lower share-based compensation expense. These were partly offset by higher third-party IT service provider costs.
General and administrative
In the second quarter of 2021, general and administrative expense increased by €1.2 million to €10.2 million, or 13%, period-over-period, and in the six months ended June 30, 2021, decreased by €5.6 million to €18.7 million, or 23%, period-over-period.
The increase in the second quarter of 2021 was primarily driven by higher professional fees and other expenses of €2.3 million. Other expenses in the second quarter of 2020 included a reduction of expected credit losses of €2.4 million. The increase was further driven by higher share-based compensation expense of €0.8 million. These increases were partly offset by lower personnel costs of €1.9 million, resulting mainly from the non-recurrence of restructuring costs and lower headcount compared to the same period in 2020.
The decrease in the six months ended June 30, 2021 was primarily driven by lower personnel costs of €3.6 million, resulting mainly from lower headcount compared to the same period in 2020 and the non-recurrence of restructuring costs. The decrease was further driven by lower professional fees and other expenses of €3.0 million, as other expenses in the first half of 2020 included expected credit losses of €1.4 million. These were partly offset by an increase in share-based compensation expense of €0.9 million.
Amortization of intangible assets
Amortization of intangible assets was €0.1 million in the second quarter of 2021, compared to nil in the same period in 2020 as we started to amortize the intangible assets acquired in the weekengo GmbH acquisition.
In the six months ended June 30, 2021, amortization of intangible assets was €0.1 million compared to €0.4 million in the same period in 2020, as the intangible assets recognized by Expedia Group upon the acquisition of a majority stake in trivago in 2013 were fully amortized at the end of the first quarter of 2020.
Impairment of goodwill
There was no impairment charge recorded in the six months ended June 30, 2021. We recorded an impairment charge of €207.6 million in the first quarter of 2020, consisting of €107.5 million in Americas, €82.5 million in Rest of World, and €17.6 million in Developed Europe.
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Net Income/(loss) and Adjusted EBITDA(1) (€ millions)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Δ € | 2021 | 2020 | Δ € | ||||||||||||||||||||||||||||||
| Operating loss | € | (2.9) | € | (26.7) | 23.8 | € | (11.7) | € | (242.0) | 230.3 | |||||||||||||||||||||||||
| Other income/(expense) | |||||||||||||||||||||||||||||||||||
| Interest expense | (0.1) | (0.1) | — | (0.2) | (0.1) | (0.1) | |||||||||||||||||||||||||||||
| Other, net | (0.3) | (0.3) | — | 0.6 | (0.6) | 1.2 | |||||||||||||||||||||||||||||
| Total other income/(expense), net | € | (0.4) | € | (0.3) | (0.1) | € | 0.4 | € | (0.7) | 1.1 | |||||||||||||||||||||||||
| Loss before income taxes | (3.3) | (27.1) | 23.8 | (11.3) | (242.7) | 231.4 | |||||||||||||||||||||||||||||
| Expense/(benefit) for income taxes | 0.0 | (6.9) | 6.9 | (1.3) | (8.0) | 6.7 | |||||||||||||||||||||||||||||
| Loss before equity method investment | € | (3.3) | € | (20.1) | 16.8 | € | (10.0) | € | (234.6) | 224.6 | |||||||||||||||||||||||||
| Income/(loss) from equity method investment | — | 0.0 | 0.0 | — | 0.2 | (0.2) | |||||||||||||||||||||||||||||
| Net loss | € | (3.3) | € | (20.2) | 16.9 | € | (10.0) | € | (234.4) | 224.4 | |||||||||||||||||||||||||
Adjusted EBITDA(1) | € | 4.3 | € | (14.4) | 18.7 | € | (0.5) | € | (15.0) | 14.5 | |||||||||||||||||||||||||
Note: Some figures may not add due to rounding.
(1) “Adjusted EBITDA” is a non-GAAP measure. Please see “Definitions of Non-GAAP Measures” and “Tabular Reconciliations for Non-GAAP Measures” on pages 14 to 15 herein for explanations and reconciliations of non-GAAP measures used throughout this review.
Net loss decreased by €16.9 million to a net loss of €3.3 million in the second quarter of 2021, compared to the same period in 2020, driven by the recovery of our Referral Revenue. In the six months ended June 30, 2021, net loss decreased by €224.4 million to a net loss of €10.0 million, mainly driven by an impairment of goodwill amounting to €207.6 million recorded in the first quarter of 2020.
Adjusted EBITDA increased by €18.7 million to €4.3 million in the second quarter of 2021 compared to the same period in 2020, driven by an increase in Referral Revenue of €79.5 million. The increase in revenue was partly offset by higher operating expenses of €60.6 million, compared to the same period in 2020, mostly attributable to increased Advertising Spend.
In the six months ended June 30, 2021, Adjusted EBITDA increased by €14.5 million to a loss of €0.5 million, compared to the same period in 2020, mainly driven by reductions in operating expenses of €36.8 million that were mostly attributable to lower Advertising Spend and to the restructuring of our organization. The reductions in operating expenses were partly offset by a decline in revenue of €22.2 million.
In the first quarter of 2021, the €1.2 million gain on the campus lease modification is excluded from Adjusted EBITDA. The gain is considered as a reconciling adjustment within the certain other items reconciling line as shown in the "Tabular Reconciliations for Non-GAAP Measures" on pages 14 to 15 herein.
Income taxes
We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items.
Income tax expense was €6.0 thousand in the second quarter ended June 30, 2021, compared to an income tax benefit of €6.9 million in the second quarter ended June 30, 2020. The total weighted average
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tax rate was 39.9%, which was mainly driven by the German statutory tax rate of approximately 31%. Our effective tax rate was (0.2)% compared to 25.6% in the second quarter in 2020. The difference between the weighted average tax rate of 39.9% and the effective tax rate of (0.2)% in the second quarter of 2021 is primarily attributable to share-based compensation expense, which is non-deductible for tax purposes.
Income tax benefit was €1.3 million in the six months ended June 30, 2021, compared to an income tax benefit of €8.0 million in the six months ended June 30, 2020. Our effective tax rate was 11.1% compared to 3.3% for the half year ended June 30, 2020. The difference between the weighted average tax rate and the effective tax rate for the six months ended June 30, 2021 is primarily attributable to the impact of share-based compensation expense, which is non-deductible for tax purposes.
An uncertain tax position in connection with unrecognized tax benefits relating to the deductibility of expenses amounted to €2.9 million as of June 30, 2021. A liability for these tax benefits was included under other long-term liabilities in the unaudited condensed consolidated financial statements.
Costs across multiple categories
In 2020 we undertook a restructuring, making significant headcount reductions and consolidating our office locations. We also reduced our office space in Düsseldorf and recorded a €1.2 million gain on the campus lease modification in the first quarter of 2021.
As a result of the reduction of the Düsseldorf office space and of the consolidation of our office locations, office expense decreased by €1.2 million and €2.4 million in the second quarter of 2021 and in the six months ended June 30, 2021, respectively, compared to the same periods in 2020.
Office space reductions were also the main driver for the decrease in our depreciation expense of €0.9 million in the second quarter of 2021 and of €1.2 million in the six months ended June 30, 2021, compared to the same periods in 2020.
As a result of the headcount reductions, personnel costs included restructuring costs of €5.0 million in the second quarter of 2020 and €5.6 million in the six month ended June, 30 2020. No restructuring costs related to personnel were incurred in six months ended June 30, 2021.
Share-based compensation increased by €0.7 million to €4.9 million in the second quarter of 2021, and by €0.3 million to €8.0 million in the six months ended June 30, 2021 compared to the same periods in 2020.
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Balance sheet and cash flows
Total cash, cash equivalents and restricted cash were €194.0 million as of June 30, 2021. The total included €193.7 million in current assets and €0.3 million of long-term restricted cash in other long-term assets in the balance sheet. As of December 31, 2020, total cash, cash equivalents and restricted cash were €210.8 million.
The decrease of €16.8 million during the six months ended June 30, 2021 was mostly driven by negative cash flows from operating activities of €21.4 million. These were mainly driven by changes in operating assets and liabilities of €21.5 million, primarily due to an increase in accounts receivable of €38.8 million resulting from higher revenues in the second quarter of 2021 compared to fourth quarter of 2020, as well as an increase in prepaid expense and other assets of €8.8 million mainly due to a long-term marketing sponsorship agreement. This was partly offset by an increase in accounts payable of €25.5 million resulting mostly from higher Advertising Spend.
Negative cash flows from operating activities were partly offset by €2.6 million of net cash provided by investing activities, mainly due to €10.0 million proceeds from sale and maturity of investments during the six months ended June 30, 2021. These were partially offset by €4.3 million net cash outflow for a business acquisition in the first quarter of 2021 and €1.8 million net cash outflow related to capital expenditures including internal-use software and website development during the six months ended June 30, 2021.
Our current ratio decreased from 7.5 as of December 31, 2020 to 5.0 as of June 30, 2021 as the relative increase in our current liabilities was higher than the increase in our current assets compared to December 31, 2020.
Non-cash items included in the net loss of €10.0 million consisted of share-based compensation of €8.0 million and depreciation of €4.4 million, partly offset by a gain of €1.2 million from the modification of the lease for our campus in Düsseldorf in the first quarter of 2021.
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trivago N.V. Key Metrics
•The following metrics are intended as a supplement to the financial information found in this review and the financial statements included in our filings with the Securities and Exchange Commission ("SEC"). In the event of discrepancies between amounts in these tables and our historical financial statements, readers should rely on our filings with the SEC and our most recent financial statements filed with the SEC.
•We intend to periodically review and refine the definition, methodology and appropriateness of each of our supplemental metrics. As a result, metrics are subject to removal and/or change, and such changes could be material.
•These metrics do not include adjustments for one-time items, acquisitions, foreign exchange or other adjustments.
•Some numbers may not add due to rounding.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| ROAS by segment | |||||||||||||||||||||||
| Americas | 131.5% | 311.6% | 144.9% | 133.0% | |||||||||||||||||||
| Developed Europe | 146.9% | 356.6% | 153.6% | 165.3% | |||||||||||||||||||
| Rest of World | 193.5% | 123.1% | 204.2% | 111.6% | |||||||||||||||||||
| Consolidated ROAS | 144.6% | 254.0% | 155.7% | 139.4% | |||||||||||||||||||
| Qualified Referrals by segment (in millions) | |||||||||||||||||||||||
| Americas | 20.3 | 6.8 | 37.4 | 39.7 | |||||||||||||||||||
| Developed Europe | 32.6 | 8.8 | 42.7 | 41.2 | |||||||||||||||||||
| Rest of World | 20.5 | 7.9 | 35.7 | 36.6 | |||||||||||||||||||
| Consolidated Qualified Referrals | 73.4 | 23.6 | 115.8 | 117.5 | |||||||||||||||||||
| RPQR by segment | |||||||||||||||||||||||
| Americas | €1.85 | €0.96 | €1.49 | €1.54 | |||||||||||||||||||
| Developed Europe | 1.34 | 0.56 | 1.25 | 1.51 | |||||||||||||||||||
| Rest of World | 0.59 | 0.32 | 0.57 | 0.74 | |||||||||||||||||||
| Consolidated RPQR | €1.27 | €0.59 | €1.12 | €1.28 | |||||||||||||||||||
13
Notes & Definitions:
Current Ratio: The current ratio is used to measure the company´s ability to pay off its short-term liabilities with its current assets and is an important measure of liquidity. The current ratio is calculated by dividing the company´s total current assets by the company´s total current liabilities.
Referral Revenue: We use the term “referral” to describe each time a visitor to one of our websites or apps clicks on a hotel offer or advertisement in our search results and is referred to one of our advertisers. We charge our advertisers for each referral on a cost-per-click (CPC) or cost-per-acquisition (CPA) basis.
ROAS: The ratio of our Referral Revenue to our Advertising Spend in a given period, or Return On Advertising Spend. We invest in multiple marketing channels, such as: TV; out-of-home advertising; search engine marketing; display advertising campaigns on advertising networks, affiliate websites, social networking sites and email marketing; online video; mobile app marketing and content marketing.
RPQR: We use average Revenue Per Qualified Referral, to measure how effectively we convert Qualified Referrals to revenue. RPQR is calculated as Referral Revenue divided by the total number of Qualified Referrals in a given period.
Qualified Referral: We define a Qualified Referral as a unique visitor per day that generates at least one referral. For example, if a single visitor clicks on multiple hotel offers in our search results in a given day, they count as multiple referrals, but as only one Qualified Referral.
Definitions of Non-GAAP Measures
Adjusted EBITDA:
We define Adjusted EBITDA as net income/(loss) adjusted for:
–income/(loss) from equity method investment,
–expense/(benefit) for income taxes,
–total other (income)/expense, net,
–depreciation of property and equipment and amortization of intangible assets,
–impairment of, and gains and losses on disposals of, property and equipment,
–impairment of intangible assets and goodwill,
–share-based compensation, and
–certain other items, including restructuring.
From time to time going forward, we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as restructuring charges and significant legal settlements) that affect the period-to-period comparability of our operating performance.
Adjusted EBITDA is a non-GAAP financial measure. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP in such company’s financial statements. We present this non-GAAP financial measure because it is used by management to evaluate our operating performance, formulate business plans, and make strategic decisions on capital allocation. We also believe that this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating our operating performance and consolidated results of operations in the same manner as our management, and the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure in comparing financial results between periods as these costs may vary independent of core business performance. Our use of Adjusted EBITDA has limitations
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as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with U.S. GAAP, including net income/loss. Some of these limitations are:
•Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect expenses, such as restructuring and other related reorganization costs;
•Although depreciation, amortization and impairments are non-cash charges, the assets being depreciated, amortized or impaired may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
•Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
Tabular Reconciliations for Non-GAAP Measures
Adjusted EBITDA (€ millions)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss | € | (3.3) | € | (20.2) | € | (10.0) | € | (234.4) | |||||||||||||||
| Income/(loss) from equity method investment | — | 0.0 | — | 0.2 | |||||||||||||||||||
| Loss before equity method investment | € | (3.3) | € | (20.1) | € | (10.0) | € | (234.6) | |||||||||||||||
| Expense/(benefit) for income taxes | 0.0 | (6.9) | (1.3) | (8.0) | |||||||||||||||||||
| Loss before income taxes | € | (3.3) | € | (27.1) | € | (11.3) | € | (242.7) | |||||||||||||||
| Add/(less): | |||||||||||||||||||||||
| Interest expense | 0.1 | 0.1 | 0.2 | 0.1 | |||||||||||||||||||
| Other, net | 0.3 | 0.3 | (0.6) | 0.6 | |||||||||||||||||||
| Operating loss | € | (2.9) | € | (26.7) | € | (11.7) | € | (242.0) | |||||||||||||||
| Depreciation of property and equipment and amortization of intangible assets | 2.2 | 3.1 | 4.5 | 6.0 | |||||||||||||||||||
| Impairment of, and gains and losses on disposals of, property and equipment | 0.2 | 0.0 | 0.1 | 0.1 | |||||||||||||||||||
| Impairment of intangible assets and goodwill | — | — | — | 207.6 | |||||||||||||||||||
| Share-based compensation | 4.9 | 4.2 | 8.0 | 7.7 | |||||||||||||||||||
| Certain other items, including restructuring | (0.1) | 5.0 | (1.3) | 5.6 | |||||||||||||||||||
| Adjusted EBITDA | € | 4.3 | € | (14.4) | € | (0.5) | € | (15.0) | |||||||||||||||
Note: Some figures may not add due to rounding.
15
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This review contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements are based on management’s expectations as of the date of this review and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as "will," “intend” and “expect,” among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenue, expenses, margins, profitability, net income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of trivago N.V.’s business. Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others:
•the continued material adverse effect of the COVID-19 pandemic on the global and local economy, the travel industry and our business and financial performance;
•any acceleration of long-term changes to consumer behavior and industry structure arising from the COVID-19 pandemic that may have a significant adverse effect on our business model and our future competitiveness and profitability and the speed and extent of the recovery across the broader travel industry;
•any additional impairment of goodwill;
•our dependence on a relatively small number of advertisers for our revenue and adverse impacts that could result from their reduced spending or changes in their cost-per-click, or CPC, bidding strategy;
•factors that contribute to our period-over-period volatility in our financial condition and result of operations;
•our dependence on general economic conditions and adverse impacts that could result from declines in travel or discretionary spending;
•the effectiveness of our Advertising Spend, including as a result of increased competition or inadequate or ineffective innovation in or execution of our advertising;
•our ability to implement our strategic initiatives;
•increasing competition in our industry;
•our ability to innovate and provide tools and services that are useful to our users and advertisers;
•our dependence on relationships with third parties to provide us with content;
•our reliance on search engines, particularly Google, which promote its own product and services that competes directly with our accommodation search and may negatively impact our business, financial performance and prospects;
•changes to and our compliance with applicable laws, rules and regulations;
•the impact of any legal and regulatory proceedings to which we are or may become subject;
•potential disruptions in the operation of our systems, security breaches and data protection; and
•impacts from our operating globally.
as well as other risks and uncertainties detailed in our public filings with the SEC, including trivago's Annual Report on Form 20-F for the fiscal year ended December 31, 2020 as such risks and uncertainties may be updated from time to time. Except as required by law, we undertake no obligation to update any forward-looking or other statements in this review, whether as a result of new information, future events or otherwise.
16
Exhibit 99.2
July 29, 2021
Dear shareholders,
With the arrival of summer in the Northern Hemisphere, we have seen a long-awaited pick up in travel activity. The environment remains volatile, however, with the COVID-19 pandemic still impacting travel around the globe. Despite these most recent challenges, we are more confident that a sustainable recovery has started. Many countries have made significant progress in respect of their vaccination programs, allowing them to remain open even as new virus variants emerge. Step by step, our daily lives and travel are becoming closer to normal, and the desire to travel is as strong as ever.
In our key markets in Europe and North America, we have observed strong pent-up demand coming out of the most recent lockdown, and local travel has resumed almost everywhere. This has led to an initial surge in referrals above 2019 levels in some countries. Overall, Referral Revenue and Qualified Referrals in the second quarter of 2021 were down by 58% and 44%, respectively, compared to the same period in 2019 while trending much higher than the lockdown-related travel pause in 2020. International and city travel continues to be challenging in most parts of the world, and we expect that these types of travel will be slow to recover until the overall situation has stabilized further and travel restrictions between countries are fully lifted. With new variants of the COVID-19 virus emerging and uncertainty increasing around the effectiveness of vaccines against variants that could be more contagious and potentially more severe, we expect some travel restrictions, such as those that have recently been imposed on international travel within Europe, and uncertainty around international travel, more generally, to persist well into 2022.
For the remainder of the summer travel period, we expect travel demand to continue to improve compared to 2020, although we expect Qualified Referrals to continue to be well below 2019 levels. For autumn and winter, we expect the outlook to largely depend on the development of the COVID-19 pandemic and the extent to which increasing rates of infections in countries with high vaccination levels will result in significant increases in severe cases of COVID-19.
Industry dynamics
Last year, we saw a strong shift in demand towards alternative accommodations. However, as travel demand overall has recovered, we have observed that hotels have recently gained a relatively higher share of the total accommodation market. Even though we believe that hotels are better suited to increase capacity quickly and pick up incremental demand, we expect that alternative accommodations will have gained market share post pandemic – although are likely to stabilize at a lower share than last years’ data might suggest. We also believe, especially in light of recent developments in respect of the COVID-19 pandemic, that the trend toward local and regional travel will go on and that international and intercontinental destinations will continue to lag behind other types of travel for the foreseeable future.
trivago in Q2 2021 and H2 2021
A significant drop in COVID-19 infection levels in late spring and the end of mobility restrictions in the US and later in Europe have led to a surge in travel activity. Huge pent-up demand has led, in many markets, to an immediate and steep increase in summer holiday bookings compared to earlier in the year which resulted in higher-than-expected traffic to our platforms in the second quarter of 2021, although at levels well below those in the same period in 2019. Even as demand is improving in most markets, we expect the spread of the Delta variant to cause elevated volatility in our core markets in Europe in the third quarter of 2021 and a more challenging environment in August and September compared to June and July 2021.
1
After almost six months of strict lockdown and with our teams having worked extremely hard during the pandemic, it has been amazing to see the relief we all felt once the lockdown in Germany ended. We have established a program with healthcare providers to secure COVID-19 vaccines for our employees and expect every employee to have the chance to be fully vaccinated by the end of September. In the next few months, we will implement our new hybrid work model with a solid balance of in-person interaction and flexible remote work.
Increasing traffic volumes have been very exciting to us as many of our projects benefited from more rapid testing and faster iterations of changes to our website. We have made significant progress with our key projects.
•Our local travel product has seen a positive market response in the UK after we launched a new version that allows users to search for local activities around them, and we are excited to collect more customer feedback and improve this feature further. We will continue to add more features and expect to launch the new version of our local travel product in additional markets in the coming months.
•We continued to make progress with onboarding new advertisers and destination marketing organizations on our new display and sponsored listing products, with more than 80 partners live at the end of the second quarter of 2021.
•We have launched a pilot with multiple partners where we are providing B2B backend services. We see this as a promising new revenue opportunity and are curious to see first results from our tests.
•Our efforts to diversify our brand marketing channels have shown good results. In the second quarter of 2021, we started to scale branded online channels in the US and launched significant tests in key European markets.
•We continued to be disciplined with our operational expenditures, decreasing our total costs and expenses (excluding Advertising Spend) by 10% in the second quarter of 2021, compared to the same period in 2020.1
The pandemic is not over yet – and the travel business will likely remain challenging and volatile for quite a while. But we are excited to see travelers return at scale allowing us to continue to execute on our strategy, develop new features and products and adapt our marketing activities.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This review contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements are based on management’s expectations as of the date of this review and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as "will," “intend” and “expect,” among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenue, expenses, margins, profitability, net income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of trivago N.V.’s business. Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others:
1 Total costs and expenses for the second quarter of 2021 were €98.3 million, including €64.6 million in Advertising Spend. For the second quarter of 2020, total costs and expenses were €42.8 million, including €5.5 million in Advertising Spend.
2
•the continued material adverse effect of the COVID-19 pandemic on the global and local economy, the travel industry and our business and financial performance;
•any acceleration of long-term changes to consumer behavior and industry structure arising from the COVID-19 pandemic that may have a significant adverse effect on our business model and our future competitiveness and profitability and the speed and extent of the recovery across the broader travel industry;
•any additional impairment of goodwill;
•our dependence on a relatively small number of advertisers for our revenue and adverse impacts that could result from their reduced spending or changes in their cost-per-click, or CPC, bidding strategy;
•factors that contribute to our period-over-period volatility in our financial condition and result of operations;
•our dependence on general economic conditions and adverse impacts that could result from declines in travel or discretionary spending;
•the effectiveness of our Advertising Spend, including as a result of increased competition or inadequate or ineffective innovation in or execution of our advertising;
•our ability to implement our strategic initiatives;
•increasing competition in our industry;
•our ability to innovate and provide tools and services that are useful to our users and advertisers;
•our dependence on relationships with third parties to provide us with content;
•our reliance on search engines, particularly Google, which promote its own product and services that competes directly with our accommodation search and may negatively impact our business, financial performance and prospects;
•changes to and our compliance with applicable laws, rules and regulations;
•the impact of any legal and regulatory proceedings to which we are or may become subject;
•potential disruptions in the operation of our systems, security breaches and data protection; and
•impacts from our operating globally;
as well as other risks and uncertainties detailed in our public filings with the SEC, including trivago's Annual Report on Form 20-F for the fiscal year ended December 31, 2020 as such risks and uncertainties may be updated from time to time. Except as required by law, we undertake no obligation to update any forward-looking or other statements in this review, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
This letter contains reference to certain non-GAAP (Generally Accepted Accounting Principles) measures that our management believes provide our shareholders with additional insights into trivago’s results of operations. The non-GAAP measures referred to in this letter are supplemental in nature. They should not be considered in isolation or as a substitute for analysis of our results reported in accordance with U.S. GAAP.
3
Exhibit 99.3
trivago N.V.
Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2021
1
trivago N.V.
Condensed consolidated statements of operations
(€ thousands, except per share amounts, unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenue | € | € | € | € | |||||||||||||||||||
| Revenue from related party | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of revenue, including related party, excluding amortization (1) | |||||||||||||||||||||||
Selling and marketing, including related party (1)(2)(3) | |||||||||||||||||||||||
Technology and content, including related party (1)(2)(3) | |||||||||||||||||||||||
General and administrative, including related party (1)(2)(3) | |||||||||||||||||||||||
Amortization of intangible assets (2) | |||||||||||||||||||||||
| Impairment of goodwill | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income/(expense) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | ( | ||||||||||||||||||||
| Total other income/(expense), net | ( | ( | ( | ||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Expense/(benefit) for income taxes | ( | ( | ( | ||||||||||||||||||||
| Loss before equity method investment | ( | ( | ( | ( | |||||||||||||||||||
| Income/(loss) from equity method investment | ( | ||||||||||||||||||||||
| Net loss | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
Earnings per share available to common stockholders: | |||||||||||||||||||||||
| Basic | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
| Diluted | ( | ( | ( | ( | |||||||||||||||||||
| Shares used in computing earnings per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
2
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| (1) Includes share-based compensation as follows: | |||||||||||||||||||||||
| Cost of revenue | € | € | € | € | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| Technology and content | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| (2) Includes amortization as follows: | |||||||||||||||||||||||
| Amortization of internal use software costs included in selling and marketing | € | € | € | € | |||||||||||||||||||
| Amortization of internal use software and website development costs included in technology and content | |||||||||||||||||||||||
| Amortization of internal use software costs included in general and administrative | |||||||||||||||||||||||
| Amortization of acquired technology included in amortization of intangible assets | |||||||||||||||||||||||
| (3) Includes related party expense as follows: | |||||||||||||||||||||||
| Selling and marketing | € | € | € | € | |||||||||||||||||||
| Technology and content | |||||||||||||||||||||||
| General and administrative | ( | ||||||||||||||||||||||
See accompanying notes
3
trivago N.V.
Condensed consolidated statements of comprehensive income/(loss)
(€ thousands, unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
| Other comprehensive income/(loss): | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||
| Total other comprehensive income/(loss) | ( | ( | |||||||||||||||||||||
| Comprehensive loss | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
See accompanying notes
4
trivago N.V.
Condensed consolidated balance sheets
(€ thousands, except share and per share data, unaudited)
| ASSETS | As of June 30, 2021 | As of December 31, 2020 | |||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | € | € | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowance for credit losses of € | |||||||||||
| Accounts receivable, related party | |||||||||||
| Short-term investments | |||||||||||
| Tax receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| TOTAL ASSETS | € | € | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | € | € | |||||||||
| Income taxes payable | |||||||||||
| Deferred revenue | |||||||||||
| Payroll liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Operating lease liability | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liability | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, € | |||||||||||
Class B common stock, € | |||||||||||
| Reserves | |||||||||||
| Contribution from Parent | |||||||||||
| Accumulated other comprehensive income/(loss) | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | € | € | |||||||||
See accompanying notes
5
trivago N.V.
Condensed consolidated statements of changes in equity
(€ thousands, unaudited)
| Three Months Ended June 30, 2021 | Class A common stock | Class B common stock | Reserves | Retained earnings (accumulated deficit) | Accumulated other comprehensive income/(loss) | Contribution from Parent | Total stockholders' equity | ||||||||||||||||||||||||||||||||||
| Balance at Balance at April 1, 2021 | € | € | € | € | ( | € | ( | € | € | ||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (net of tax) | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B shares | ( | ||||||||||||||||||||||||||||||||||||||||
| Issued capital, options exercised | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | € | € | € | € | ( | € | ( | € | € | ||||||||||||||||||||||||||||||||
| Six months ended June 30, 2021 | Class A common stock | Class B common stock | Reserves | Retained earnings (accumulated deficit) | Accumulated other comprehensive income/(loss) | Contribution from Parent | Total stockholders' equity | ||||||||||||||||||||||||||||||||||
| Balance at Balance at January 1, 2021 | € | € | € | € | ( | € | € | € | |||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss (net of tax) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B shares | ( | ||||||||||||||||||||||||||||||||||||||||
| Issued capital, options exercised | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | € | € | € | € | ( | € | ( | € | € | ||||||||||||||||||||||||||||||||
6
| Three months ended June 30, 2020 | Class A common stock | Class B common stock | Reserves | Retained earnings (accumulated deficit) | Accumulated other comprehensive income/(loss) | Contribution from Parent | Total stockholders' equity | ||||||||||||||||||||||||||||||||||
| Balance at Balance at April 1, 2020 | € | € | € | € | ( | € | € | € | |||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss (net of tax) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B shares | ( | ||||||||||||||||||||||||||||||||||||||||
| Issued capital, options exercised | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | € | € | € | € | ( | € | € | € | |||||||||||||||||||||||||||||||||
| Six months ended June 30, 2020 | Class A common stock | Class B common stock | Reserves | Retained earnings (accumulated deficit) | Accumulated other comprehensive income/(loss) | Contribution from Parent | Total stockholders' equity | ||||||||||||||||||||||||||||||||||
| Balance at Balance at January 1, 2020 | € | € | € | € | ( | € | € | € | |||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (net of tax) | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B shares | ( | ||||||||||||||||||||||||||||||||||||||||
| Issued capital, options exercised | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | € | € | € | € | ( | € | € | € | |||||||||||||||||||||||||||||||||
See accompanying notes
7
trivago N.V.
Condensed consolidated statements of cash flows
(€ thousands, unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Operating activities: | |||||||||||||||||||||||
| Net loss | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
| Adjustments to reconcile net loss to net cash provided by/(used in): | |||||||||||||||||||||||
| Depreciation (property and equipment and internal-use software and website development) | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Goodwill impairment loss | |||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Deferred income taxes | ( | ( | ( | ||||||||||||||||||||
| Foreign exchange loss/(gain) | ( | ( | |||||||||||||||||||||
| Expected credit losses, net | ( | ( | |||||||||||||||||||||
| (Gain)/loss on disposal of fixed assets | |||||||||||||||||||||||
| Gain from settlement of asset retirement obligation | ( | ( | ( | ||||||||||||||||||||
| Gain from lease termination and modification, net | ( | ( | ( | ( | |||||||||||||||||||
| (Income)/loss from equity method investment | ( | ||||||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable, including related party | ( | ( | |||||||||||||||||||||
| Prepaid expenses and other assets | ( | ( | ( | ||||||||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||||||||
| Payroll liabilities | ( | ( | ( | ||||||||||||||||||||
| Accrued expenses and other liabilities | |||||||||||||||||||||||
| Deferred revenue | ( | ( | ( | ( | |||||||||||||||||||
| Taxes payable/receivable, net | ( | ||||||||||||||||||||||
| Net cash provided by/(used in) operating activities | € | ( | € | € | ( | € | |||||||||||||||||
| Investing activities: | |||||||||||||||||||||||
| Purchase of investments | ( | ( | ( | ||||||||||||||||||||
| Proceeds from sales of investments | |||||||||||||||||||||||
| Business acquisition, net of cash acquired | ( | ||||||||||||||||||||||
| Capital expenditures, including internal-use software and website development | ( | ( | ( | ( | |||||||||||||||||||
| Proceeds from sale of fixed assets | |||||||||||||||||||||||
| Net cash provided by/(used in) investing activities | € | € | ( | € | € | ( | |||||||||||||||||
| Financing activities: | |||||||||||||||||||||||
| Proceeds from exercise of option awards | |||||||||||||||||||||||
| Repayment of other non-current liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Net cash provided by/(used in) financing activities | € | ( | € | ( | € | € | ( | ||||||||||||||||
| Effect of exchange rate changes on cash | ( | ( | |||||||||||||||||||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | € | € | € | ( | € | ( | |||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | |||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of the period | € | € | € | € | |||||||||||||||||||
8
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||||||||
| Cash paid for interest | € | € | € | € | |||||||||||||||||||
| Cash paid for taxes, net of (refunds) | ( | ( | ( | ||||||||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||||||||
| Fixed assets-related payable | € | € | € | € | |||||||||||||||||||
See accompanying notes
9
trivago N.V.
Notes to the condensed consolidated financial statements (unaudited)
Note 1: Organization and basis of presentation
Description of business
trivago N.V., (“trivago” the “Company,” “us,” “we” and “our”) and its subsidiaries offer online meta-search for hotel and accommodation through online travel agencies (“OTAs”), hotel chains and independent hotels. Our search-driven marketplace, delivered on websites and apps, provides users with a tailored search experience via our proprietary matching algorithms. We generally employ a ‘cost-per-click’ (or “CPC”) pricing structure, allowing advertisers to control their own return on investment and the volume of lead traffic we generate for them. During 2013, the Expedia Group, Inc. (formerly Expedia, Inc., the "Parent" or "Expedia Group") completed the purchase of a controlling interest in the Company.
As of June 30, 2021, Expedia Group’s ownership interest and voting interest in trivago N.V. is 58.4 % and 70.7 %, respectively. The Class B shares of trivago N.V. held by Messrs. Schrömgens, Vinnemeier and Siewert (whom we collectively refer to as our Founders) as of June 30, 2021, had an ownership interest and voting interest of 22.2 % and 26.9 %, respectively.
COVID-19
Our business and operating results for 2021 continue to be negatively impacted by the COVID-19 pandemic. Our ultimate financial performance will depend on a number of factors relating to the world’s emergence from the COVID-19 pandemic, including rates of vaccination and the effectiveness of vaccinations against various mutations of the COVID-19 virus.
Basis of presentation
We have prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.
Certain information and note disclosures normally included in the audited annual consolidated financial statements have been condensed or omitted in accordance with SEC rules. The condensed consolidated balance sheet as of December 31, 2020 was derived from our audited consolidated financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements. As such, these interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 20-F for the year ended December 31, 2020, previously filed with the Securities and Exchange Commission (“SEC”).
Seasonality
We experience seasonal fluctuations in the demand for our services as a result of seasonal patterns in travel. For example, absent the effect of the COVID-19 pandemic in 2020 and 2021, which has disrupted our usual seasonality trends, searches and consequently our revenue, are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. Our revenue typically decreases in the fourth quarter. We generally expect to experience higher return on advertising spend in the first and fourth quarter of the year as we typically expect to advertise less in the periods
10
Accounting estimates
We use estimates and assumptions in the preparation of our interim unaudited condensed consolidated financial statements in accordance with GAAP. Preparation of the interim unaudited condensed consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as revenue and expenses during the periods reported. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited condensed consolidated financial statements include: leases, recoverability of goodwill, intangible assets and other long-lived assets, income taxes, legal and tax contingencies, business combinations and share-based compensation.
The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on the travel industry, which may continue to have a significant adverse effect on our business and results of operations. The uncertainty associated with COVID-19 increased the level of judgement applied in our estimates and assumptions. Our estimates may change in future periods as a result of new events arising from the COVID-19 pandemic.
Note 2: Significant accounting policies
The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three and six months ended June 30, 2021 are consistent with those discussed in Note 2 to the consolidated financial statements in our Annual Report on Form 20-F for the year ended December 31, 2020, except as updated below.
Advertising expense
We incur advertising expense consisting of offline costs, including television and radio advertising expense, online advertising expense, as well as sponsorship and endorsement expense, in order to promote our brands. A significant portion of traffic from users is directed to our websites through our participation in display advertising campaigns on search engines, advertising networks, affiliate websites and social networking sites. We consider traffic acquisition costs to be indirect advertising fees. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. These costs are included in selling and marketing expense in our condensed consolidated statements of operations.
Adoption of new accounting pronouncements
Income Taxes. As of January 1, 2021, we have prospectively adopted ASU 2019-12, which eliminates certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for
11
income taxes. The adoption of this new guidance did not have a material impact to our unaudited condensed consolidated financial statements.
Equity Method Investments. As of January 1, 2021, we have prospectively adopted ASU 2020-01, which clarifies the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The adoption of this new guidance did not have a material impact to our unaudited condensed consolidated financial statements.
Certain risks and concentration of credit risk
Our business is subject to certain risks and concentrations including dependence on relationships with our advertisers, dependence on third-party technology providers, and exposure to risks associated with online commerce security. Our concentration of credit risk relates to depositors holding our cash and customers with significant accounts receivable balances.
Our customer base includes primarily OTAs, hotel chains and independent hotels. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers.
Expedia Group, our controlling shareholder, and its affiliates represent 21 % and 21 % respectively, of total revenues for the three and six months ended June 30, 2021, compared to 15 % and 31 %, respectively, in the same periods in 2020. The Expedia Group represent 28 % and 20 % of total accounts receivable as of June 30, 2021 and December 31, 2020, respectively.
Booking Holdings and its affiliates represent 59 % and 57 %, respectively of total revenues for the three and six months ended June 30, 2021, compared to 46 % and 39 %, respectively, in the same periods in 2020. Booking Holdings and its affiliates represent 47 % and 47 % of total accounts receivable as of June 30, 2021 and December 31, 2020, respectively.
Deferred revenue
As of December 31, 2020, the deferred revenue balance was €2.8 million, €2.6 million of which was recognized as revenue during the six months ended June 30, 2021.
Note 3: Acquisitions and divestitures
Acquisitions
Effective on January 12, 2021, we acquired 100 % of weekengo GmbH ("Weekengo") shares for €6.7 million from former shareholders and the domain and related trademark for €0.7 million from a former shareholder, for an aggregate cash purchase price of €7.4 million of which €0.5 million are held in escrow to be released to the former shareholders one year after closing. Weekengo is a company based in Germany that operates the online travel search website “weekend.com”, which specializes in optimizing the delivery of search results for direct flights and hotel packages with a short-trip focus. A portion of the purchase consideration was paid in December 2020 as partial fulfillment of closing conditions amounting to €3.0 million. This amount was included in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2020.
12
The acquisition was accounted for as a business combination using the acquisition method of accounting. Accordingly, we have allocated the consideration paid for Weekengo to the net tangible and identifiable intangible assets based on their estimated fair values. Our preliminary valuation of assets acquired and liabilities assumed, and the fair value of such amounts are included in the table below. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets.
The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed:
| (in thousands) | January 12, 2021 | ||||
| Cash and cash equivalents | € | ||||
| Prepaid expenses and other current assets | |||||
| Property and equipment, net | |||||
| Goodwill | |||||
| Intangible assets, net | |||||
| Total Assets | |||||
| Accounts payable | ( | ||||
| Other liabilities | ( | ||||
| Net assets acquired | € | ||||
The Company applied variations of the cost approach to estimate the fair values of the acquired trademark and domain “WEEKEND.com”, recognized within intangible assets, of €0.7 million with an estimated useful life of 5 years, and capitalized software and software development costs, recognized within property and equipment, of €1.6 million with an estimated useful life of 3 years. The Company additionally recognized €0.3 million of deferred tax liabilities attributable to the fair value adjustment on capitalized software and software development costs, which are offset by acquired deferred tax assets.
The preliminary estimated fair values of the assets acquired and the liabilities assumed are determined based on currently available information. We are continuing to evaluate the underlying inputs and assumptions used in the valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of the acquisition. A change in fair values of the assets acquired and the liabilities assumed would result in a corresponding change in the amount of goodwill resulting from the acquisition.
The goodwill balance of €5.1 million has been assigned to the Developed Europe and Americas segments in the amounts of €3.2 million and €1.9 million, respectively. The goodwill largely reflects our access to Weekengo’s development team and know-how, and expected synergies to strengthen our presence in the weekend getaway market. Goodwill is not expected to be deductible for tax purposes.
Revenues from Weekengo included in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2021 were €0.0 million and €0.0 million, respectively. Net loss from Weekengo included in the Company's condensed consolidated statements of operations for the same periods were €0.6 million and €1.2 million respectively. The Company did not incur material transaction costs with respect to the Weekengo acquisition during the three and six months ended June 30, 2021.
13
(in thousands, unaudited) | Three months ended June 30, 2020 | Six months ended June 30, 2020 | |||||||||
| Revenue | € | € | |||||||||
| Net loss | ( | ( | |||||||||
The unaudited pro forma financial information in the table above includes adjustments that are directly attributable to the business combination and are factually supportable. The pro forma financial information include adjustments of €0.1 million and €0.3 million for the three and six months ended June 30, 2021 related to application of the Company’s accounting policies, depreciation and amortization related to fair value adjustment on capitalized software and software development costs and recognition of the trademark and domain, and acquisition related transaction costs.
Divestitures
In December 2020, the Company entered into an agreement to sell its minority interest (49 %) in myhotelshop GmbH ("myhotelshop") for a cash consideration of €70 thousand to the majority shareholder, who is not a related party to trivago. The transaction had not closed as of December 31, 2020 as there were still some outstanding closing conditions. However, due to imminent closing of the transaction, the Company recognized an impairment loss in 2020 to write down the equity method investment as of December 31, 2020 to the cash consideration value of €70 thousand. As a result of the closing of the sale on January 28, 2021, the remaining equity method investment of €70 thousand was derecognized on our condensed consolidated balance sheet with no further gain or loss recognized between the consideration and the carrying amount. As of the closing date, myhotelshop is no longer considered a related party.
Note 4: Fair value measurement
Financial assets measured at fair value on a recurring basis are classified using the fair value hierarchy in the tables below:
| As of June 30, 2021 | Total | Level 1 | Level 2 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Assets | ||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||
| Money market funds | € | € | € | |||||||||||||||||
| Short-term investments: | ||||||||||||||||||||
| Term deposits | ||||||||||||||||||||
| Other long-term assets: | ||||||||||||||||||||
| Term deposits | ||||||||||||||||||||
| Total | € | € | € | |||||||||||||||||
14
| As of December 31, 2020 | Total | Level 1 | Level 2 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Assets | ||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||
| Money market funds | € | € | € | |||||||||||||||||
| Short-term investments: | ||||||||||||||||||||
| Term deposits | ||||||||||||||||||||
| Total | € | € | € | |||||||||||||||||
We value our financial assets using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. This is included within cash equivalents as Level 1 measurements.
We hold term deposit investments with financial institutions. We classify our term deposits within Level 2 in the fair value hierarchy because they are valued at amortized cost, which approximates fair value. Term deposits with original maturity of more than three months but less than one year are classified as short-term investments and those with original maturity of more than one year are classified as other long-term assets.
Investments in term deposits with original maturity of more than one year are restricted by long-term obligations related to the new campus building.
Assets measured at fair value on a non-recurring basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs.
Goodwill
During the first quarter of 2020, we recognized goodwill impairment charges of €17.6 million, €107.5 million and €82.5 million in the Developed Europe, Americas and Rest of World reporting units, respectively. These impairment charges resulted from the significant negative impact of the COVID-19 pandemic on our business, which presented sufficient indicators to require us to perform an interim quantitative assessment as of March 31, 2020 in which we compared the fair value of the reporting units to their carrying value. Further details may be found in our Annual Report on Form 20-F for the year ended December 31, 2020 previously filed with the SEC.
The full duration and total impact of the COVID-19 pandemic remains uncertain and it is difficult to predict how the recovery will unfold for global economies, the travel industry or our business. As a result, we may continue to record impairment charges in the future due to the potential long-term economic impact and near-term financial impacts.
15
Note 5: Prepaid expenses and other current assets
| (in thousands) | June 30, 2021 | December 31, 2020 | ||||||||||||
| Prepaid advertising | € | € | ||||||||||||
| Other prepaid expenses | ||||||||||||||
| Other assets | ||||||||||||||
| Total | € | € | ||||||||||||
In January 2021, we entered into a long-term marketing sponsorship agreement for various marketing rights beginning July 1, 2021. The first two contractual installment payments under this agreement have been paid and as of June 30, 2021, €7.5 million has been included within prepaid advertising in the above table.
As of December 31, 2020, €3.0 million in other assets related to a portion of the purchase consideration for the Weekengo acquisition. The transaction closed on January 12, 2021, at which time, the total consideration, inclusive of the €3.0 million paid prior to the closing of the acquisition, was allocated to the acquired assets as discussed in Note 3: Acquisitions and divestitures.
Note 6: Property and equipment, net
| June 30, 2021 | December 31, 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Building and leasehold improvements | € | € | ||||||||||||
| Capitalized software and software development costs | ||||||||||||||
| Computer equipment | ||||||||||||||
| Furniture and fixtures | ||||||||||||||
| Subtotal | ||||||||||||||
| Less: accumulated depreciation | ||||||||||||||
| Construction in process | ||||||||||||||
| Property and equipment, net | € | € | ||||||||||||
As part of the amendment to the campus operating lease agreement on January 29, 2021 which is further discussed in Note 7: Leases, we transferred long-lived assets with a net book value of €7.5 million related to the terminated floor space to the landlord. This transaction is partially offset in the condensed consolidated balance sheet by the lease termination penalty. The net amount is recorded in accounts receivable as of June 30, 2021. We recognized a gain of €0.1 million on the sale of these fixed assets.
Note 7: Leases
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Note 8: Share-based awards and other equity instruments
Amendments to the 2016 Omnibus Incentive Plan
On March 2, 2021, our supervisory board amended the trivago N.V. 2016 Omnibus Incentive Plan to increase the maximum number of Class A shares available for issuance. As of June 30, 2021 the maximum number of Class A shares available for issuance are 59,635,698 Class A shares (34,711,009 as of December 31, 2020), which does not include any Class B share conversions. Class A shares issuable under 2016 Plan are represented by ADSs for such Class A shares.
Share-based compensation expense
The following table presents the amount of share-based compensation expense included in our condensed consolidated statements of operations during the periods presented:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Cost of revenue | € | € | € | € | |||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| Technology and content | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total share-based compensation expense | € | € | € | € | |||||||||||||||||||
Share-based award activity
The following table presents a summary of our share option activity for the six months ended June 30, 2021:
| Options | Weighted average exercise price | Remaining contractual life | Aggregate intrinsic value | ||||||||||||||||||||
| (in €) | (In years) | (€ in thousands) | |||||||||||||||||||||
| Balance as of December 31, 2020 | |||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Cancelled | |||||||||||||||||||||||
| Balance as of June 30, 2021 | |||||||||||||||||||||||
| Exercisable as of June 30, 2021 | |||||||||||||||||||||||
| Vested and expected to vest after June 30, 2021 | |||||||||||||||||||||||
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The following table presents a summary of our restricted stock units (RSUs) for the six months ended June 30, 2021:
| RSUs | Weighted Average Grant Date Fair Value | Remaining contractual life | ||||||||||||||||||
| (in €) | (in years) | |||||||||||||||||||
| Balance as of December 31, 2020 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ||||||||||||||||||||
| Cancelled | ||||||||||||||||||||
| Balance as of June 30, 2021 | ||||||||||||||||||||
Note 9: Income taxes
We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items.
Income tax expense was €6 thousand in the second quarter ended June 30, 2021, compared to an income tax benefit of €6.9 million in the second quarter ended June 30, 2020. The total weighted average tax rate was 39.9 %, which was mainly driven by the German statutory tax rate of approximately 31 %. Our effective tax rate was -0.2 % compared to 25.6 % in the second quarter in 2020. The difference between the weighted average tax rate of 39.9 % and the effective tax rate of -0.2 % in the second quarter of 2021 is primarily attributable to share-based compensation expense, which is non-deductible for tax purposes.
Income tax benefit was €1.3 million in the half year ended June 30, 2021, compared to an income tax benefit of €8.0 million in the half year ended June 30, 2020. Our effective tax rate was 11.1 % compared to 3.3 % for the half year ended June 30, 2020. The difference between the weighted average tax rate and the effective tax rate for the six months ended June 30, 2021 is primarily attributable to the impact of share-based compensation expense, which is non-deductible for tax purposes.
An uncertain tax position in connection with unrecognized tax benefits relating to the deductibility of expenses amounted to €2.9 million as of June 30, 2021. A liability for these tax benefits was included under other long-term liabilities in the unaudited condensed consolidated financial statements.
Note 10: Stockholders' equity
Each Class B share is convertible into one Class A share at any time by the holder. Share premium derived from the conversion of Class A into Class B shares, is recognized within reserves.
During the six months ended June 30, 2021 9,625,000 Class B shares were converted into Class A shares. During the six months ended June 30, 2020, 3,500,000 Class B shares were converted into Class A shares.
Note 11: Earnings per share
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The following table presents our basic and diluted earnings per share:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (€ thousands, except per share data) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income/(loss) | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares of Class A and Class B common stock outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income/(loss) per share: | |||||||||||||||||||||||
| Basic | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
| Diluted | € | ( | € | ( | € | ( | € | ( | |||||||||||||||
For the three and six months ended June 30, 2021 and 2020, diluted weighted average common shares outstanding does not include the effects of the exercise of outstanding stock options and RSUs as the inclusion of these instruments would have been anti-dilutive.
Note 12: Commitments and contingencies
In January 2021 we entered into a marketing sponsorship agreement in return for various marketing rights. Based on the terms of the agreement and payments made, we have an outstanding commitment value of approximately €16.3 million as of June 30, 2021.
Legal proceedings
On August 23, 2018, the Australian Competition and Consumer Commission, or ACCC, instituted proceedings in the Australian Federal Court against us. The ACCC alleged a number of breaches of the Australian Consumer Law, or ACL, relating to certain advertisements in Australia concerning the hotel prices available on our Australian site, our Australian strike-through pricing practice and other aspects of the way offers for accommodation were displayed on our Australian website. The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding that we had engaged in conduct in breach of the ACL. On March 4, 2020, we filed a notice of appeal at the Australian Federal Court appealing part of that judgment. On November 4, 2020, the Australian Federal Court dismissed trivago’s appeal. On May 27, 2021, the court scheduled a separate trial regarding penalties and other orders for October 18, 2021, after vacating the prior June 2021 trial date. Management recorded an estimate of the probable loss in connection with these proceedings within current other liabilities. Any penalty amount could substantially exceed the level of provision that we established for this litigation.
In establishing a provision in respect of the ACCC matter, management took into account the information currently available, including judicial precedents. However, there is considerable uncertainty regarding how the Australian Federal Court would calculate the penalties that will be ultimately assessed on us. In particular, the Australian Federal Court determined that we engaged in certain conduct after September 1, 2018 that will result in the applicability of the new penalty regime under the ACL, which significantly increased the maximum penalty applicable to parts of our conduct. Only a few cases have been decided
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Note 13: Related party transactions
Relationships with Expedia
We have commercial relationships with Expedia Group, Inc. and many of its affiliated brands, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Hotwire, Wotif, Vrbo and ebookers. These are arrangements terminable at will or upon to seven days prior notice by either party and on customary commercial terms that enable Expedia Group’s brands to advertise on our platform, and we receive payment for users we refer to them. We are also party to a letter agreement pursuant to which Expedia Group refers traffic to us when a particular hotel or region is unavailable on the applicable Expedia Group website. Related-party revenue from Expedia Group primarily consists of click-through fees and other advertising services provided to Expedia Group and its affiliates.
Related-party revenue from Expedia Group and its affiliates was €20.1 million and €27.7 million for the three and six months ended June 30, 2021, compared to €2.5 million and €48.3 million, respectively, in the same periods in 2020. These amounts are recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. Related-party revenue represented 21 % and 21 % of our total revenue for the three and six months ended June 30, 2021, compared to 15 % and 31 %, respectively, in the same periods in 2020.
For the three and six months ended June 30, 2020 and 2021, we did not incur significant operating expenses of related-party services and support agreements with Expedia Group.
The related party trade receivable balances with Expedia Group and its affiliates as of December 31, 2020 and June 30, 2021 was €2.9 million and €15.1 million.
Guarantee
As of December 31, 2020, we had an uncommitted credit facility with Bank of America Merrill Lynch International Ltd., one of the underwriters of our initial public offering, with a maximum principal amount of €50.0 million. Advances under this facility bear interest at a rate of LIBOR, floored at zero, plus 1.0 % per annum. Our obligations under this facility were guaranteed by Expedia Group. We did not utilize the credit facility during the year ended December 31, 2020. On January 7, 2021 the uncommitted credit facility was cancelled by the lender.
myhotelshop
Subsequent to the deconsolidation of myhotelshop in December 2017, myhotelshop remained a related party to trivago until January 28, 2021, when we sold our minority interest. Related-party revenue from myhotelshop for the six months ended June 30, 2021 was not significant. Related-party revenue of €0.1 million and €0.7 million for the three and six months ended June 30, 2020 primarily consists of referral revenue. As a result of the sale, we derecognized the remaining equity method investment of €70 thousand on our condensed consolidated balance sheet and no longer consider myhotelshop a related party.
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Note 14: Segment information
Management has identified three reportable segments, which correspond to our three operating segments: the Americas, Developed Europe and Rest of World (RoW). Our Americas segment is comprised of Argentina, Barbados, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, Mexico, Panama, Peru, Puerto Rico, the United States and Uruguay. Our Developed Europe segment is comprised of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Malta, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Our Rest of World segment is comprised of all other countries where trivago operates .
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Return on Advertising Spend, or ROAS, for each of our segments, which compares Referral Revenue to Advertising Spend. ROAS includes the allocation of revenue by segment which is based on the location of the website, or domain name, regardless of where the consumer resides. This is consistent with how management monitors and runs the business.
Corporate and Eliminations also includes all corporate functions and expenses except for direct advertising. In addition, we record amortization of intangible assets and any related impairment, share-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other taxes, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliations below. The following tables present our segment information for the three and six months ended June 30, 2021 and 2020. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
| Three months ended June 30, 2021 | |||||||||||||||||||||||||||||
| (€ thousands) | Developed Europe | Americas | Rest of World | Corporate & Eliminations | Total | ||||||||||||||||||||||||
| Referral revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Subscription revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Advertising spend | |||||||||||||||||||||||||||||
| ROAS contribution | € | € | € | € | € | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenue, including related party, excluding amortization | |||||||||||||||||||||||||||||
| Other selling and marketing, including related party (1) | |||||||||||||||||||||||||||||
| Technology and content, including related party | |||||||||||||||||||||||||||||
| General and administrative, including related party | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Operating loss | € | ( | |||||||||||||||||||||||||||
| Other income/(expense) | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||||||||
| Total other income/(expense), net | € | ( | |||||||||||||||||||||||||||
| Loss before income taxes | € | ( | |||||||||||||||||||||||||||
| Expense/(benefit) for income taxes | |||||||||||||||||||||||||||||
| Net loss | € | ( | |||||||||||||||||||||||||||
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(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
| Three months ended June 30, 2020 | |||||||||||||||||||||||||||||
| (€ thousands) | Developed Europe | Americas | Rest of World | Corporate & Eliminations | Total | ||||||||||||||||||||||||
| Referral revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Subscription revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Advertising spend | |||||||||||||||||||||||||||||
| ROAS contribution | € | € | € | € | € | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenue, including related party, excluding amortization | |||||||||||||||||||||||||||||
| Other selling and marketing, including related party (1) | |||||||||||||||||||||||||||||
| Technology and content, including related party | |||||||||||||||||||||||||||||
| General and administrative, including related party | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Operating loss | € | ( | |||||||||||||||||||||||||||
| Other income/(expense) | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||||||||
| Total other income/(expense), net | € | ( | |||||||||||||||||||||||||||
| Loss before income taxes | € | ( | |||||||||||||||||||||||||||
| Expense/(benefit) for income taxes | ( | ||||||||||||||||||||||||||||
| Loss before equity method investment | € | ( | |||||||||||||||||||||||||||
| Income/(loss) from equity method investment | ( | ||||||||||||||||||||||||||||
| Net loss | € | ( | |||||||||||||||||||||||||||
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
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| Six months ended June 30, 2021 | |||||||||||||||||||||||||||||
| (€ thousands) | Developed Europe | Americas | Rest of World | Corporate & Eliminations | Total | ||||||||||||||||||||||||
| Referral revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Subscription revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Advertising spend | |||||||||||||||||||||||||||||
| ROAS contribution | € | € | € | € | € | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenue, including related party, excluding amortization | |||||||||||||||||||||||||||||
| Other selling and marketing, including related party (1) | |||||||||||||||||||||||||||||
| Technology and content, including related party | |||||||||||||||||||||||||||||
| General and administrative, including related party | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Operating loss | € | ( | |||||||||||||||||||||||||||
| Other income/(expense) | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||||||||
| Total other income/(expense), net | € | ||||||||||||||||||||||||||||
| Loss before income taxes | € | ( | |||||||||||||||||||||||||||
| Expense/(benefit) for income taxes | ( | ||||||||||||||||||||||||||||
| Net loss | € | ( | |||||||||||||||||||||||||||
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
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| Six months ended June 30, 2020 | |||||||||||||||||||||||||||||
| (€ thousands) | Developed Europe | Americas | Rest of World | Corporate & Eliminations | Total | ||||||||||||||||||||||||
| Referral revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Subscription revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenue | € | € | € | € | € | ||||||||||||||||||||||||
| Advertising spend | |||||||||||||||||||||||||||||
| ROAS contribution | € | € | € | € | € | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenue, including related party, excluding amortization | |||||||||||||||||||||||||||||
| Other selling and marketing, including related party (1) | |||||||||||||||||||||||||||||
| Technology and content, including related party | |||||||||||||||||||||||||||||
| General and administrative, including related party | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Impairment of goodwill | |||||||||||||||||||||||||||||
| Operating loss | € | ( | |||||||||||||||||||||||||||
| Other income/(expense) | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||||||||
| Total other income/(expense), net | € | ( | |||||||||||||||||||||||||||
| Loss before income taxes | € | ( | |||||||||||||||||||||||||||
| Expense/(benefit) for income taxes | ( | ||||||||||||||||||||||||||||
| Loss before equity method investment | € | ( | |||||||||||||||||||||||||||
| Income/(loss) from equity method investment | |||||||||||||||||||||||||||||
| Net loss | € | ( | |||||||||||||||||||||||||||
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
Note 15: Subsequent events
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