10-Q/APeriod: Q1 FY2020

Expedia Group, Inc. Quarterly Report (Amendment) for Q1 Ended Mar 31, 2020

Filed June 4, 2020For Securities:EXPE

Summary

This 10-Q/A filing for Expedia Group, Inc. (EXPE) for the period ending March 31, 2020, is an amendment to their previous report. The primary focus of this amendment is the disclosure of significant financing and corporate governance activities undertaken in April and May 2020, which are critical for understanding the company's financial position and strategic direction during the initial impact of the COVID-19 pandemic. Key events detailed include new investment agreements and the issuance of new debt (6.250% and 7.000% Notes) totaling a significant amount, aimed at bolstering liquidity and providing financial flexibility. Additionally, the filing clarifies governance agreements, including an amendment to the governance agreement with Barry Diller and the establishment of registration rights related to the new investments. Investors should note these actions were taken to navigate an uncertain economic environment and ensure operational continuity. The inclusion of Sarbanes-Oxley certifications underscores the company's commitment to financial reporting integrity.

Financial Statements
Beta
Revenue$2.21B
Operating Income-$1.29B
Interest Expense$50.00M
Net Income-$1.30B
EPS (Basic)$-9.24
EPS (Diluted)$-9.24
Shares Outstanding (Basic)140.82M
Shares Outstanding (Diluted)140.82M

Key Highlights

  • 1Amendment to the 10-Q filing, focusing on post-period events.
  • 2Disclosure of new investment agreements with AP Fort Holdings, L.P., SLP Fort Aggregator II, L.P., and SLP V Fort Holdings II, L.P., dated April 23, 2020.
  • 3Issuance of new debt, including 6.250% Notes and 7.000% Notes, detailed in indentures dated May 5, 2020, indicating significant fundraising activity.
  • 4Amendment No. 1 to the Second Amended and Restated Governance Agreement with Barry Diller, dated April 10, 2020, suggests adjustments to corporate control or oversight.
  • 5A Registration Rights Agreement dated May 5, 2020, clarifies terms for the new investors.
  • 6Inclusion of various Sarbanes-Oxley Act certifications (Section 302 and 906) by key executives, confirming the accuracy of financial reporting.
  • 7Disclosure of a Performance Stock Unit Agreement with Peter Kern, dated February 28, 2020, related to executive compensation.

Frequently Asked Questions

This filing is an amendment to Expedia Group's previous 10-Q report. Its main purpose is to disclose significant events that occurred after the initial filing period, primarily new investment agreements, debt issuances, and amendments to governance arrangements that took place in April and May 2020.

Expedia Group entered into new investment agreements and issued new debt. Specifically, they issued 6.250% Notes and 7.000% Notes as detailed in indentures filed with this amendment. These actions were likely to strengthen their financial position and liquidity during a period of economic uncertainty.

These actions indicate Expedia Group sought to raise capital and enhance its financial flexibility. The new investments and debt financing would provide the company with resources to manage potential impacts of the COVID-19 pandemic, fund operations, and pursue strategic initiatives. The details in the indentures and agreements will specify terms, interest rates, and repayment schedules.

Yes, the filing includes an amendment to the governance agreement with Barry Diller, suggesting potential adjustments to the existing governance structure. Additionally, a Performance Stock Unit Agreement with Peter Kern is disclosed, indicating executive compensation arrangements.