Tripadvisor, Inc. — Form 10-Q Summary
Business context and reporting period
This quarterly report covers the period ended September 30, 2011. TripAdvisor, Inc. was incorporated in Delaware on July 20, 2011 to facilitate Expedia, Inc.’s planned spin-off of its TripAdvisor Media Group business. Before the spin-off, TripAdvisor had no operating business and no material assets or liabilities other than its initial capitalization.
Expedia’s stockholders approved the spin-off on December 6, 2011. The filing was signed on the same date. The filing identifies TripAdvisor as a shell company and reports that it had not yet filed all reports required during the preceding 12 months because of its recent incorporation.
Financial position and key metrics
| Metric | September 30, 2011 |
|---|---|
| Cash | $1,000 |
| Total assets | $1,000 |
| Common stock issued and outstanding | 1,000 shares |
| Additional paid-in capital | $999 |
| Total stockholders’ equity | $1,000 |
The filing does not provide revenue, operating expenses, net income, margins, cash flow, debt, liquidity ratios, or other operating metrics. No statement of operations, statement of stockholders’ equity, or statement of cash flows was included because the company had no operating activities other than its initial capitalization.
Material changes versus the prior comparable period
A prior comparable period is not presented. The company was newly incorporated and had no operating activities from incorporation through September 30, 2011.
Guidance, outlook, risks, contingencies, and unusual items
- Expedia expected to contribute or transfer the subsidiaries and assets associated with the TripAdvisor Media Group to TripAdvisor.
- TripAdvisor or one of its subsidiaries was expected to assume liabilities associated with the TripAdvisor Media Group.
- The September 30 balance sheet reflects initial capitalization on September 2, 2011; the filing states this would be presented as an investing cash inflow in a cash flow statement.
- The filing provides no financial guidance or operating outlook.
- Management concluded that disclosure controls and procedures were effective as of September 30, 2011.
- No changes in internal control over financial reporting occurred from incorporation through September 30, 2011 that materially affected, or were reasonably likely to materially affect, those controls.
Important facts for investors to verify
- Completion date and final terms of the Expedia spin-off and related separation agreements.
- Assets, liabilities, subsidiaries, and operating results transferred to TripAdvisor at separation.
- Post-spin-off capitalization, share counts, and ownership structure.
- Whether the company’s subsequent filings provide the revenue, profitability, cash flow, debt, and liquidity information absent from this report.
- Any liabilities assumed in connection with the spin-off and any material contingencies disclosed in subsequent filings.