UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter)
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(Address, including zip code, of Registrant’s principal executive offices)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
OTCQB Venture Market | ||
OTCQB Venture Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller Reporting Company | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes
The number of outstanding shares of Liberty TripAdvisor Holdings, Inc. common stock as of October 31, 2024 was:
Series A | Series B | ||||
Liberty TripAdvisor Holdings, Inc. common stock | | | |||
Table of Contents
Part I – Financial Information
I-2
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(unaudited)
| September 30, |
| December 31, |
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2024 | 2023 |
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amounts in millions |
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Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | |
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Accounts receivable and contract assets, net of allowance for credit losses of $ |
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Income taxes receivable | | | ||||
Other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets not subject to amortization: | ||||||
Goodwill |
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Trademarks |
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Intangible assets subject to amortization, net |
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Other assets |
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Total assets | $ | |
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(continued)
See accompanying notes to condensed consolidated financial statements.
I-3
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Continued)
(unaudited)
| September 30, |
| December 31, |
| ||
2024 | 2023 |
| ||||
amounts in millions |
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Liabilities and Equity | ||||||
Current liabilities: | ||||||
Deferred merchant and other payables | $ | |
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Current portion of debt, including $ |
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| — | ||
Deferred revenue |
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Series A Preferred Stock liability (note 6) | | — | ||||
Accrued liabilities and other current liabilities |
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Total current liabilities |
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Long-term debt, including $ |
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Deferred income tax liabilities |
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Financial instrument liabilities (note 4) | — | | ||||
Series A Preferred Stock liability (note 6) | — | | ||||
Other liabilities |
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Total liabilities |
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Equity: | ||||||
Series A common stock, $ | | | ||||
Series B common stock, $ | ||||||
Series C common stock, $ | ||||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive earnings (loss), net of taxes |
| — |
| ( | ||
Retained earnings (deficit) |
| ( |
| ( | ||
Total stockholders' equity |
| ( |
| ( | ||
Noncontrolling interests in equity of subsidiaries |
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Total equity |
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Commitments and contingencies (note 8) | ||||||
Total liabilities and equity | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-4
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended |
| Nine months ended |
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September 30, |
| September 30, |
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| 2024 |
| 2023 |
| 2024 |
| 2023 |
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amounts in millions, except |
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per share amounts |
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$ | | | | | ||||||
Operating costs and expenses: | ||||||||||
Operating expense, including stock-based compensation (note 2) |
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Selling, general and administrative, including stock-based compensation (note 2) |
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Depreciation and amortization |
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| | | | ||||
Impairment of goodwill and intangible assets | — | | — | | ||||||
Restructuring and other related reorganization costs (benefits) | ( | | | | ||||||
| |
| | | | |||||
Operating income (loss) |
| |
| ( | | ( | ||||
Other income (expense): | ||||||||||
Interest expense |
| ( |
| ( | ( | ( | ||||
Dividend and interest income | | | | | ||||||
Realized and unrealized gains (losses) on financial instruments, net | | ( | | ( | ||||||
Other, net |
| ( |
| ( | ( | ( | ||||
| ( |
| ( | ( | ( | |||||
Earnings (loss) before income taxes |
| |
| ( | | ( | ||||
Income tax (expense) benefit |
| ( |
| | ( | ( | ||||
Net earnings (loss) |
| |
| ( | ( | ( | ||||
Less net earnings (loss) attributable to noncontrolling interests |
| |
| ( | | ( | ||||
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ | |
| ( | ( | ( | ||||
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ | | ( | ( |
| ( | ||||
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ | | ( | ( |
| ( |
See accompanying notes to condensed consolidated financial statements.
I-5
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(unaudited)
Three months ended | Nine months ended | |||||||||
September 30, | September 30, | |||||||||
2024 | 2023 | 2024 | 2023 | |||||||
amounts in millions | ||||||||||
Net earnings (loss) | $ | | ( | ( | ( | |||||
Other comprehensive earnings (loss), net of taxes: | ||||||||||
Foreign currency translation adjustments |
| | ( | | ( | |||||
Credit risk on fair value debt instruments gains (loss) | | ( | — | ( | ||||||
Reclassification adjustments included in net income (loss), net of tax | — | — | | — | ||||||
Other comprehensive earnings (loss) |
| | ( | | ( | |||||
Comprehensive earnings (loss) |
| | ( | | ( | |||||
Less comprehensive earnings (loss) attributable to the noncontrolling interests |
| | ( | | ( | |||||
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ | | ( | ( | ( |
See accompanying notes to condensed consolidated financial statements.
I-6
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine months ended |
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September 30, |
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2024 | 2023 |
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amounts in millions |
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Cash flows from operating activities: |
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Net earnings (loss) | $ | ( |
| ( | ||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||||||
Depreciation and amortization |
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Impairment of goodwill and intangible assets | — | | ||||
Stock-based compensation |
| |
| | ||
Realized and unrealized (gains) losses on financial instruments, net | ( | | ||||
Deferred income tax expense (benefit) |
| ( |
| ( | ||
Non-cash interest expense | | | ||||
Other charges (credits), net |
| |
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Changes in operating assets and liabilities | ||||||
Current and other assets |
| ( |
| ( | ||
Payables and other liabilities |
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Net cash provided (used) by operating activities |
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Cash flows from investing activities: | ||||||
Capital expended for property and equipment, including capitalized website development |
| ( |
| ( | ||
Net cash provided (used) by investing activities |
| ( |
| ( | ||
Cash flows from financing activities: | ||||||
Borrowings of debt | | — | ||||
Repayments of debt |
| ( |
| — | ||
Payment of withholding taxes on net share settlements of equity awards |
| ( |
| ( | ||
Shares repurchased by subsidiary | ( | ( | ||||
Other financing activities, net | ( | ( | ||||
Net cash provided (used) by financing activities |
| ( |
| ( | ||
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash |
| |
| ( | ||
Net increase (decrease) in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period | $ | |
| |
See accompanying notes to condensed consolidated financial statements.
I-7
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(unaudited)
Stockholders' equity | ||||||||||||||||||
Accumulated | Noncontrolling | |||||||||||||||||
Additional | other | interest in | ||||||||||||||||
Common Stock | paid-in | comprehensive | Retained | equity of | Total | |||||||||||||
Series A | Series B | Series C | capital | earnings (loss) | earnings (deficit) | subsidiaries | equity | |||||||||||
amounts in millions | ||||||||||||||||||
Balance at January 1, 2024 |
| $ | |
| — |
| — |
| |
| ( |
| ( |
| |
| | |
Net earnings (loss) | — | — | — | — |
| — |
| ( |
| |
| ( | ||||||
Other comprehensive earnings (loss) | — | — | — | — |
| |
| — |
| |
| | ||||||
Stock-based compensation | — | — | — | |
| — |
| — |
| |
| | ||||||
Withholding taxes on net share settlements of stock-based compensation | — | — | — | ( |
| — |
| — |
| — |
| ( | ||||||
Shares issued by subsidiary | — | — | — | ( | — | — | | — | ||||||||||
Shares repurchased by subsidiary | — | — | — | ( | — | — | ( | ( | ||||||||||
Balance at September 30, 2024 | $ | |
| — |
| — |
| |
| — |
| ( |
| |
| |
Stockholders' equity | ||||||||||||||||||
Accumulated | Noncontrolling | |||||||||||||||||
Additional | other | interest in | ||||||||||||||||
Common Stock | paid-in | comprehensive | Retained | equity of | Total | |||||||||||||
Series A | Series B | Series C | capital | earnings (loss) | earnings (deficit) | subsidiaries | equity | |||||||||||
amounts in millions | ||||||||||||||||||
Balance at June 30, 2024 | $ | | — | — | | ( | ( | | | |||||||||
Net earnings (loss) | — | — | — | — | — | | | | ||||||||||
Other comprehensive earnings (loss) | — | — | — | — | | — | | | ||||||||||
Stock-based compensation | — | — | — | | — | — | | | ||||||||||
Withholding taxes on net share settlements of stock-based compensation | — | — | — | ( | — | — | — | ( | ||||||||||
Balance at September 30, 2024 | $ | | — | — | | — | ( | | |
See accompanying notes to condensed consolidated financial statements.
I-8
LIBERTY TRIPADVISOR HOLDINGS, INC.
Condensed Consolidated Statements of Equity (continued)
(unaudited)
Stockholders' equity | ||||||||||||||||||
Accumulated | Noncontrolling | |||||||||||||||||
Additional | other | interest in | ||||||||||||||||
Common Stock | paid-in | comprehensive | Retained | equity of | Total | |||||||||||||
Series A | Series B | Series C | capital | earnings (loss) | earnings (deficit) | subsidiaries | equity | |||||||||||
amounts in millions | ||||||||||||||||||
Balance at January 1, 2023 |
| $ | |
| — |
| — |
| |
| |
| ( |
| |
| | |
Net earnings (loss) | — | — | — | — |
| — |
| ( |
| ( |
| ( | ||||||
Other comprehensive earnings (loss) | — | — | — | — |
| ( |
| — |
| ( |
| ( | ||||||
Stock-based compensation | — | — | — | |
| — |
| — |
| |
| | ||||||
Withholding taxes on net share settlements of stock-based compensation | — | — | — | ( | — | — | — | ( | ||||||||||
Shares issued by subsidiary | — | — | — | ( | — | — | | — | ||||||||||
Shares repurchased by subsidiary | — | — | — | | ( | ( | ||||||||||||
Balance at September 30, 2023 | $ | |
| — |
| — |
| |
| — |
| ( |
| |
| |
Stockholders' equity | ||||||||||||||||||
| ||||||||||||||||||
Accumulated | Noncontrolling |
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Additional | other | interest in |
| |||||||||||||||
Common Stock | paid-in | comprehensive | Retained | equity of | Total |
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Series A | Series B | Series C | capital | earnings (loss) | earnings (deficit) | subsidiaries | equity |
| ||||||||||
amounts in millions |
| |||||||||||||||||
Balance at June 30, 2023 | $ | |
| — |
| — |
| |
| |
| ( |
| |
| | ||
Net earnings (loss) | — | — | — | — | — | ( | ( | ( | ||||||||||
Other comprehensive earnings (loss) | — | — | — | — | ( | — | ( | ( | ||||||||||
Stock-based compensation | — | — | — | | — | — | | | ||||||||||
Withholding taxes on net share settlements of stock-based compensation | — | — | — | ( | — | — | — | ( | ||||||||||
Shares issued by subsidiary | — | — | — | ( | — | — | | — | ||||||||||
Balance at September 30, 2023 | $ | |
| — |
| — |
| |
| — |
| ( |
| |
| |
See accompanying notes to condensed consolidated financial statements.
I-9
LIBERTY TRIPADVISOR HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Liberty TripAdvisor Holdings, Inc. and its controlled subsidiaries (collectively, "TripCo," "Consolidated TripCo," the "Company," "we," "us," or “our,” unless the context otherwise requires). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”).
The accompanying (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2023 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Under the accounting guidance in Accounting Standards Codification Topic 205, Presentation of Financial Statements (“ASC 205”), when preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As a result of the considerations articulated below, we believe there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
In applying the accounting guidance in ASC 205, TripCo considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its conditional and unconditional obligations due over the twelve months after the date that its financial statements were issued. The Company specifically considered the redemption of the Series A Preferred Stock and TripCo’s
As disclosed in note 6, TripCo’s
On February 9, 2024, TripCo’s board of directors authorized TripCo to engage in discussions with respect to a potential transaction (“Potential Transaction”), pursuant to which all of the outstanding stock of TripCo and all of the outstanding common stock and Class B common stock of Tripadvisor, would be acquired concurrently for cash. The board of directors of Tripadvisor has formed a special committee comprised of independent and disinterested directors of the board of directors of Tripadvisor (“Special Committee”). TripCo and the Special Committee have ceased discussions with third parties with respect to a Potential Transaction. Strategic alternatives with respect to TripCo remain under consideration. In light of current circumstances, management’s plans do not alleviate the substantial doubt that the entity will continue as a going concern.
I-10
LIBERTY TRIPADVISOR HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates.
Tripadvisor and the Company were negatively impacted by the risks and uncertainties related to the COVID-19 pandemic and Tripadvisor’s business would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates. Following the lifting of restrictions in connection with the COVID-19 pandemic, travel demand increased. In addition, the U.S. and other countries have seen elevated and fluctuating levels of inflation and decreases in discretionary spending patterns by consumers. If macroeconomic conditions deteriorate, consumer demand and spending may decline, Tripadvisor may not be able to pass on increased costs to its customers and any inability to navigate the macroeconomic environment could harm its business, results of operations and financial condition.
Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, acts of terrorism, fluctuations in currency values, and changes in global economic conditions are examples of other events that could have a negative impact on the travel industry, and, as a result, Tripadvisor’s financial results in the future.
Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore Tripadvisor’s revenue and operating profits, have also historically followed a seasonal pattern. Tripadvisor’s financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital; while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, such as significant shifts in Tripadvisor’s business mix, adverse economic conditions, or public health-related events, as well as other factors.
TripCo has entered into certain agreements, including the services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail, Inc. (“Qurate Retail”) and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries). Pursuant to the services agreement (except as described below in respect to Gregory B. Maffei), Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. TripCo reimburses Liberty Media for direct, out-of-pocket expenses incurred by Liberty Media in providing these services and TripCo pays a services fee to Liberty Media under the services agreement that is subject to adjustment semi-annually, as necessary.
Pursuant to the services agreement, in connection with Liberty Media’s employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer, components of Mr. Maffei’s compensation will either be paid directly to him or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at
Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado.
I-11
LIBERTY TRIPADVISOR HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and TripCo and other agreements related to tax matters.
Under these agreements approximately $
(2) Stock-Based Compensation
TripCo - Equity Awards
TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and re-measures the fair value of the Award at each reporting date.
TripCo has calculated the GDFV for all of its equity classified options and any subsequent re-measurement of its liability classified options using the Black-Scholes-Merton model. TripCo estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of TripCo common stock. TripCo uses a
Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, the majority of which relates to Tripadvisor as discussed below:
Three months ended |
| Nine months ended |
| |||||||
September 30, |
| September 30, |
| |||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||
amounts in millions |
| |||||||||
Operating expense | $ | | | | | |||||
Selling, general and administrative expense |
| |
| | |
| | |||
$ | |
| | |
| |
Stock-based compensation expense related to Tripadvisor was $
TripCo - Outstanding Awards
As of September 30, 2024, there were
As of September 30, 2024, there were
I-12
LIBERTY TRIPADVISOR HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
During the nine months ended September 30, 2024, pursuant to an agreement among TripCo, Liberty Media and our CEO, TripCo granted a cash award equal to $
As of September 30, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $
As of September 30, 2024, TripCo reserved
Tripadvisor Equity Grant Awards
The following table presents the number and WAEP of the Awards to purchase Tripadvisor common stock (“TRIP common stock”) granted to certain officers, employees and directors of Tripadvisor.
Weighted | |||||||||||
average | |||||||||||
TRIP | remaining | Aggregate | |||||||||
common stock | contractual | intrinsic | |||||||||
options | WAEP | life | value | ||||||||
in thousands | in years | in millions | |||||||||
Outstanding at January 1, 2024 |
| | $ | | |||||||
Granted |
| | $ | | |||||||
Exercised |
| ( | | ||||||||
Cancelled or expired | ( | $ | | ||||||||
Outstanding at September 30, 2024 |
| | $ | |
| $ | — | ||||
Exercisable at September 30, 2024 |
| | $ | |
| $ | — | ||||
Vested and expected to vest after September 30, 2024 |
| | $ | |
| $ | — |
Tripadvisor’s stock options generally have a term of
Additionally, during the nine months ended September 30, 2024, Tripadvisor granted approximately
I-13
LIBERTY TRIPADVISOR HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
September 30, 2024 was $
As of September 30, 2024, the total unrecognized compensation cost related to Tripadvisor stock-based awards, substantially RSUs, was approximately $
(3) Earnings (Loss) Per Common Share (“EPS”)
Basic EPS is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for both of the three months ended September 30, 2024 and 2023 are
TripCo Common Stock | ||||||||
Three months ended | Nine months ended | |||||||
September 30, | September 30, | |||||||
2024 | 2023 | 2024 | 2023 | |||||
number of shares in millions | ||||||||
Basic WASO |
| |
| |
| | | |
Potentially dilutive shares (1) |
| |
| |
| | | |
Diluted WASO |
| |
| |
| | |
(1) | Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
(4) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3.
The Company’s assets and liabilities measured at fair value are as follows:
September 30, 2024 | December 31, 2023 |
| ||||||||||||
Quoted prices | Significant | Quoted prices | Significant |
| ||||||||||
in active | other | in active | other |
| ||||||||||
markets for | observable | markets for | observable |
| ||||||||||
identical assets | inputs | identical assets | inputs |
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Description | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) |
| |||||||
amounts in millions |
| |||||||||||||
Cash equivalents |
| $ | |
| |
| — |
|