Airbnb, Inc. - Quarter Report: 2021 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 10-Q
______________
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2021 | |||||
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from_____ to _____ | |||||
Commission File Number: 001-39778
______________
Airbnb, Inc.
(Exact Name of Registrant as Specified in Its Charter)
______________
| Delaware | 26-3051428 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
888 Brannan Street
San Francisco, California 94103
(Address of Principal Executive Offices)(Zip Code)
(415) 510-4027
(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 | ||||||
Class A common stock, par value $0.0001 per share | ABNB | The Nasdaq Stock 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. Yes ☒ No ☐
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). Yes ☒ No ☐
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 | ☐ | |||||||||||
| Non-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 ☐ No ☒
As of October 15, 2021, 346,824,025 shares of the registrant's Class A common stock were outstanding 279,364,902 shares of the registrant's Class B common stock were outstanding, no shares of the registrant’s Class C common stock were outstanding, and 9,200,000 shares of the registrant’s Class H common stock were outstanding.
AIRBNB, INC.
Form 10-Q
TABLE OF CONTENTS
| Pages | |||||||||||
PART I. FINANCIAL INFORMATION | |||||||||||
Item 1. | |||||||||||
Item 3. | |||||||||||
| PART II. OTHER INFORMATION | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
•the effects of the COVID-19 pandemic, including as a result of new strains or variants of the virus, on our business, the travel industry, travel trends, and the global economy generally;
•our expectations regarding our financial performance, including our revenue, costs, Adjusted EBITDA, and Free Cash Flow;
•our expectations regarding future operating performance, including Nights and Experiences Booked, Gross Booking Value (“GBV”), and GBV per Night and Experience Booked;
•our ability to attract and retain hosts and guests;
•our ability to compete in our industry;
•our expectations regarding the resilience of our model, including in areas such as domestic travel, short-distance travel, travel outside of top cities, and long-term stays;
•the effects of seasonal trends on our results of operations;
•our expectations regarding the impact of the reduction in performance marketing spend to focus on brand marketing, and our ability to continue to attract guests and hosts to our platform through direct and unpaid channels;
•our ability to successfully defend litigation brought against us;
•our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;
•the increased expenses associated with being a public company;
•anticipated trends, developments, and challenges in our industry, business, and the highly competitive markets in which we operate;
•our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;
•our ability to manage expansion into international markets and new businesses;
•our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the United States and internationally and our expectations regarding various laws and restrictions that relate to our business;
•our expectations regarding our income tax liabilities and the adequacy of our reserves;
•our ability to effectively manage our growth and expand our infrastructure and maintain our corporate culture;
•our ability to identify, recruit, and retain skilled personnel, including key members of senior management;
•the safety, affordability, and convenience of our platform and our offerings;
•the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs;
•our ability to maintain, protect, and enhance our intellectual property;
•our ability to make required payments under our credit agreement and to comply with the various requirements of our indebtedness;
•our plan to make distributions of our Host Endowment Fund; and
•our intended use of the net proceeds from our initial public offering.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequent filings, as well as those identified in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made available. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to
1
indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.
2
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Airbnb, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(unaudited)
| As of December 31, | As of September 30, | |||||||
| 2020 | 2021 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 5,480,557 | $ | 5,994,698 | ||||
| Marketable securities | 910,700 | 1,926,005 | ||||||
| Restricted cash | 33,846 | 14,764 | ||||||
| Funds receivable and amounts held on behalf of customers | 2,181,329 | 3,940,494 | ||||||
Prepaids and other current assets (including customer receivables of $189,753 and $148,753 and allowances of $90,547 and $35,004, respectively) | 309,954 | 344,956 | ||||||
| Total current assets | 8,916,386 | 12,220,917 | ||||||
| Property and equipment, net | 270,194 | 173,876 | ||||||
| Operating lease right-of-use assets | 384,068 | 280,058 | ||||||
| Intangible assets, net | 75,886 | 57,981 | ||||||
| Goodwill | 655,801 | 653,639 | ||||||
| Other assets, noncurrent | 189,164 | 195,532 | ||||||
| Total assets | $ | 10,491,499 | $ | 13,582,003 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 79,898 | $ | 97,093 | ||||
| Operating lease liabilities, current | 56,586 | 65,578 | ||||||
| Accrued expenses and other current liabilities | 2,414,071 | 1,563,734 | ||||||
| Funds payable and amounts payable to customers | 2,181,329 | 3,940,494 | ||||||
| Unearned fees | 407,895 | 892,415 | ||||||
| Total current liabilities | 5,139,779 | 6,559,314 | ||||||
| Long-term debt, net of current portion | 1,815,562 | 1,981,496 | ||||||
| Operating lease liabilities, noncurrent | 430,905 | 383,924 | ||||||
| Other liabilities, noncurrent | 203,470 | 208,335 | ||||||
| Total liabilities | 7,589,716 | 9,133,069 | ||||||
Commitments and contingencies (Note 8) | ||||||||
| Stockholders’ equity: | ||||||||
Common stock, $0.0001 par value, 2,000,000 shares of Class A common stock authorized as of December 31, 2020 and September 30, 2021; 115,500 and 346,255 shares of Class A common stock issued and outstanding as of December 31, 2020 and September 30, 2021, respectively; 710,000 shares of Class B common stock authorized as of December 31, 2020 and September 30, 2021; 483,697 and 279,424 shares of Class B common stock issued and outstanding as of December 31, 2020 and September 30, 2021, respectively; 2,000,000 shares of Class C common stock authorized as of December 31, 2020 and September 30, 2021, respectively; zero shares of Class C common stock issued and outstanding as of December 31, 2020 and September 30, 2021; 26,000 shares of Class H common stock authorized as of December 31, 2020 and September 30, 2021; 9,200 shares issued and zero shares of Class H common stock outstanding as of December 31, 2020 and September 30, 2021 | 60 | 62 | ||||||
| Additional paid-in capital | 8,904,791 | 10,864,266 | ||||||
| Accumulated other comprehensive income (loss) | 2,639 | (3,152) | ||||||
| Accumulated deficit | (6,005,707) | (6,412,242) | ||||||
| Total stockholders’ equity | 2,901,783 | 4,448,934 | ||||||
| Total liabilities and stockholders’ equity | $ | 10,491,499 | $ | 13,582,003 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Airbnb, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Revenue | $ | 1,342,331 | $ | 2,237,432 | $ | 2,518,935 | $ | 4,459,564 | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 227,325 | 311,580 | 666,295 | 860,522 | |||||||||||||
| Operations and support | 166,106 | 228,330 | 548,369 | 621,891 | |||||||||||||
| Product development | 213,920 | 344,410 | 690,677 | 1,057,205 | |||||||||||||
| Sales and marketing | 113,494 | 290,856 | 545,510 | 835,304 | |||||||||||||
| General and administrative | 180,021 | 210,748 | 421,082 | 618,813 | |||||||||||||
| Restructuring charges | 22,728 | (465) | 136,969 | 112,079 | |||||||||||||
| Total costs and expenses | 923,594 | 1,385,459 | 3,008,902 | 4,105,814 | |||||||||||||
| Income (loss) from operations | 418,737 | 851,973 | (489,967) | 353,750 | |||||||||||||
| Interest income | 4,325 | 2,962 | 23,830 | 8,956 | |||||||||||||
| Interest expense | (59,867) | (6,649) | (107,548) | (435,080) | |||||||||||||
| Other income (expense), net | (56,143) | 2,172 | (115,751) | (300,054) | |||||||||||||
| Income (loss) before income taxes | 307,052 | 850,458 | (689,436) | (372,428) | |||||||||||||
| Provision for income taxes | 87,724 | 16,565 | 7,429 | 34,107 | |||||||||||||
| Net income (loss) | $ | 219,328 | $ | 833,893 | $ | (696,865) | $ | (406,535) | |||||||||
| Net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | $ | — | $ | 1.34 | $ | (2.64) | $ | (0.67) | |||||||||
| Diluted | $ | — | $ | 1.22 | $ | (2.64) | $ | (0.67) | |||||||||
| Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | 265,137 | 621,012 | 263,726 | 611,311 | |||||||||||||
| Diluted | 299,206 | 681,916 | 263,726 | 611,311 | |||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Airbnb, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Net income (loss) | $ | 219,328 | $ | 833,893 | $ | (696,865) | $ | (406,535) | |||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | (1,010) | (468) | 2,935 | (1,589) | |||||||||||||
| Foreign currency translation adjustments | 5,388 | (2,691) | (1,392) | (4,202) | |||||||||||||
| Other comprehensive income (loss) | 4,378 | (3,159) | 1,543 | (5,791) | |||||||||||||
| Comprehensive income (loss) | $ | 223,706 | $ | 830,734 | $ | (695,322) | $ | (412,326) | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Airbnb, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands)
(unaudited)
| Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balances as of June 30, 2020 | 239,624 | $ | 3,231,502 | 266,336 | $ | 26 | $ | 697,758 | $ | (7,245) | $ | (2,337,184) | $ | (1,646,645) | ||||||||||||||||||
| Net income | — | — | — | — | — | — | 219,328 | 219,328 | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 4,378 | — | 4,378 | ||||||||||||||||||||||||
| Capital contribution from founders | — | — | — | — | 14,615 | — | — | 14,615 | ||||||||||||||||||||||||
| Exercise of common stock options | — | — | 1,028 | — | 2,743 | — | — | 2,743 | ||||||||||||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld | — | — | 70 | — | (63) | — | — | (63) | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 29,360 | — | — | 29,360 | ||||||||||||||||||||||||
| Balances as of September 30, 2020 | 239,624 | $ | 3,231,502 | 267,434 | $ | 26 | $ | 744,413 | $ | (2,867) | $ | (2,117,856) | $ | (1,376,284) | ||||||||||||||||||
| Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balances as of June 30, 2021 | — | $ | — | 619,006 | $ | 62 | $ | 10,639,267 | $ | 7 | $ | (7,246,135) | $ | 3,393,201 | ||||||||||||||||||
| Net income | — | — | — | — | — | — | 833,893 | 833,893 | ||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (3,159) | — | (3,159) | ||||||||||||||||||||||||
| Exercise of common stock options | — | — | 3,002 | — | 20,733 | — | — | 20,733 | ||||||||||||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld | — | — | 3,671 | — | (9,922) | — | — | (9,922) | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 214,188 | — | — | 214,188 | ||||||||||||||||||||||||
| Balances as of September 30, 2021 | — | $ | — | 625,679 | $ | 62 | $ | 10,864,266 | $ | (3,152) | $ | (6,412,242) | $ | 4,448,934 | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Airbnb, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands)
(unaudited)
| Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balances as of December 31, 2019 | 239,624 | $ | 3,231,502 | 263,814 | $ | 26 | $ | 617,690 | $ | (4,410) | $ | (1,420,991) | $ | (807,685) | ||||||||||||||||||
| Net loss | — | — | — | — | — | — | (696,865) | (696,865) | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 1,543 | — | 1,543 | ||||||||||||||||||||||||
| Capital contribution from founders | — | — | — | — | 14,615 | — | — | 14,615 | ||||||||||||||||||||||||
| Cancellation of restricted stock awards | — | — | (21) | — | — | — | — | — | ||||||||||||||||||||||||
| Exercise of common stock options | — | — | 3,266 | — | 5,411 | — | — | 5,411 | ||||||||||||||||||||||||
| Exercise of common stock warrants | — | — | 238 | — | — | — | — | — | ||||||||||||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld | — | — | 137 | — | (2,079) | — | — | (2,079) | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 108,776 | — | — | 108,776 | ||||||||||||||||||||||||
| Balances as of September 30, 2020 | 239,624 | $ | 3,231,502 | 267,434 | $ | 26 | $ | 744,413 | $ | (2,867) | $ | (2,117,856) | $ | (1,376,284) | ||||||||||||||||||
| Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balances as of December 31, 2020 | — | $ | — | 599,197 | $ | 60 | $ | 8,904,791 | $ | 2,639 | $ | (6,005,707) | $ | 2,901,783 | ||||||||||||||||||
| Net loss | — | — | — | — | — | — | (406,535) | (406,535) | ||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (5,791) | — | (5,791) | ||||||||||||||||||||||||
| Exercise of common stock options | — | — | 14,139 | 2 | 104,586 | — | — | 104,588 | ||||||||||||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld | — | — | 11,877 | — | (32,714) | — | — | (32,714) | ||||||||||||||||||||||||
| Reclassification of derivative warrant liability to equity | — | — | — | — | 1,277,168 | — | — | 1,277,168 | ||||||||||||||||||||||||
| Purchase of capped calls | — | — | — | — | (100,200) | — | — | (100,200) | ||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan, net of shares withheld | — | — | 466 | — | 25,464 | — | — | 25,464 | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 685,171 | — | — | 685,171 | ||||||||||||||||||||||||
| Balances as of September 30, 2021 | — | $ | — | 625,679 | $ | 62 | $ | 10,864,266 | $ | (3,152) | $ | (6,412,242) | $ | 4,448,934 | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Airbnb, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended September 30, | ||||||||
| 2020 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (696,865) | $ | (406,535) | ||||
| Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 93,438 | 107,475 | ||||||
| Bad debt expense | 85,531 | 16,959 | ||||||
| Stock-based compensation expense | 108,776 | 673,126 | ||||||
| Impairment of investments | 82,125 | — | ||||||
| (Gain) loss on investments, net | 26,969 | (9,581) | ||||||
| Change in fair value of warrant liability | 41,160 | 291,987 | ||||||
| Amortization of debt discount and debt issuance costs | 11,706 | 7,402 | ||||||
| Noncash interest expense, net | 17,365 | 7,471 | ||||||
| Foreign exchange (gain) loss | (63,177) | 7,345 | ||||||
| Impairment of long-lived assets | 25,271 | 112,545 | ||||||
| Loss from extinguishment of debt | — | 377,248 | ||||||
| Other, net | (17,251) | 6,361 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaids and other assets | (816) | (57,168) | ||||||
| Operating lease right-of-use assets | 5,665 | 28,502 | ||||||
| Accounts payable | (106,139) | 18,034 | ||||||
| Accrued expenses and other liabilities | 90,208 | 177,542 | ||||||
| Operating lease liabilities | 20,484 | (34,365) | ||||||
| Unearned fees | (215,072) | 484,497 | ||||||
| Net cash provided by (used in) operating activities | (490,622) | 1,808,845 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (29,489) | (20,864) | ||||||
| Purchases of marketable securities | (1,999,663) | (3,628,566) | ||||||
| Sales of marketable securities | 206,667 | 1,233,696 | ||||||
| Maturities of marketable securities | 1,005,881 | 1,393,215 | ||||||
| Other investing activities, net | 500 | — | ||||||
| Net cash used in investing activities | (816,104) | (1,022,519) | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Airbnb, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended September 30, | ||||||||
| 2020 | 2021 | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of long-term debt and warrants, net of issuance costs | $ | 1,928,880 | $ | — | ||||
| Principal repayment of long-term debt | (2,500) | (1,995,000) | ||||||
| Prepayment penalty on long-term debt | — | (212,883) | ||||||
| Proceeds from issuance of convertible senior notes, net of issuance costs | — | 1,979,166 | ||||||
| Purchases of capped calls related to convertible senior notes | — | (100,200) | ||||||
| Proceeds from the issuance of common stock under employee stock purchase plan | — | 25,464 | ||||||
| Proceeds from exercise of stock options | 5,411 | 104,588 | ||||||
| Change in funds payable and amounts payable to customers | (769,029) | 1,809,225 | ||||||
| Other financing activities, net | 11,445 | (32,714) | ||||||
| Net cash provided by financing activities | 1,174,207 | 1,577,646 | ||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 35,210 | (159,006) | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (97,309) | 2,204,966 | ||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 5,143,443 | 7,668,252 | ||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 5,046,134 | $ | 9,873,218 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for income taxes, net of refunds | $ | 10,453 | $ | 14,299 | ||||
| Cash paid for interest | $ | 77,576 | $ | 47,717 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Note 1. Description of Business
Airbnb, Inc. (the “Company” or “Airbnb”) was incorporated in Delaware in June 2008 and is headquartered in San Francisco, California. The Company operates a global platform for unique stays and experiences. The Company’s marketplace model connects hosts and guests (collectively referred to as “customers”) online or through mobile devices to book spaces and experiences around the world.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial information. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
These condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the condensed consolidated financial position, results of operations and cash flows for these interim periods.
COVID-19 Pandemic
During 2020, the coronavirus disease (“COVID-19”) pandemic severely restricted the level of economic activity globally and continues to have an unprecedented effect on the global travel and hospitality industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations, led to unprecedented levels of booking cancellations. The extent and duration of the impact of the COVID-19 pandemic over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the introduction and spread of new variants of the virus, including, for example, the Delta variant which emerged in the first half of 2021, that may be resistant to currently approved vaccines and the continuation of existing or implementation of new government travel restrictions, the extent and effectiveness of containment actions taken, including mobility restrictions, the timing, availability, and effectiveness of vaccines, and the impact of these and other factors on travel behavior in general, and on our business in particular, which may result in a reduction in bookings and an increase in booking cancellations.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany transactions have been eliminated in consolidation.
The Company determines, at the inception of each arrangement, whether an entity in which it has made an investment or in which it has other variable interest in is considered a VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company determines whether any changes in its interest or relationship with the entity impact the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of December 31, 2020 and September 30, 2021, the Company’s consolidated VIEs were not material to the consolidated financial statements.
Use of Estimates
The Company uses estimates and assumptions in the preparation of its unaudited condensed interim consolidated financial statements in accordance with U.S. GAAP. The significant estimates underlying the Company’s interim unaudited consolidated financial statements include bad debt reserves, fair value of investments, useful lives of long-lived assets and intangible assets, valuation of acquired goodwill and intangible assets from acquisitions, contingent liabilities, insurance reserves, revenue recognition, stock-based compensation, and income and non-income taxes, amongst others.
The COVID-19 pandemic has created and is expected to continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The
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Company’s CODM is its Chief Executive Officer. The Company has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents are held in checking and interest-bearing accounts and consist of cash and highly-liquid securities with an original maturity of 90 days or less. The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s condensed consolidated balance sheets to the total amount presented in the condensed consolidated statements of cash flows (in thousands):
| As of | ||||||||
| December 31, 2020 | September 30, 2021 | |||||||
| Cash and cash equivalents | $ | 5,480,557 | $ | 5,994,698 | ||||
| Cash and cash equivalents included in Funds receivable and amounts held on behalf of customers | 2,153,849 | 3,863,756 | ||||||
| Restricted cash | 33,846 | 14,764 | ||||||
| Total cash, cash equivalents, and restricted cash presented in the condensed consolidated statements of cash flows | $ | 7,668,252 | $ | 9,873,218 | ||||
Revenue Recognition
The Company generates substantially all of its revenue from facilitating guest stays at accommodations offered by hosts on the Company’s platform.
The Company considers both hosts and guests to be its customers. The customers agree to the Company’s Terms of Service (“ToS”) to use the Company’s platform. Upon confirmation of a booking made by a guest, the host agrees to provide the use of the property. At such time, the host and guest also agree upon the applicable booking value as well as host fees and guest fees (collectively “service fees”). The Company charges service fees in exchange for certain activities, including the use of the Company’s platform, customer support, and payment processing activities. These activities are not distinct from each other and are not separate performance obligations. As a result, the Company’s single performance obligation is to facilitate a stay, which occurs upon the completion of a check-in event (a “check-in”). The Company recognizes revenue upon check-in as its performance obligation is satisfied upon check-in and the Company has the right to receive payment for the fulfillment of the performance obligation.
The Company charges service fees to its customers as a percentage of the value of the booking, excluding taxes. The Company collects both the booking value from the guest on behalf of the host and the applicable guest fees owed to the Company using the guest’s pre-authorized payment method. After check-in, the Company disburses the booking value to the host, less the fees due from the host to the Company. The Company’s ToS stipulates that a host may cancel a confirmed booking at any time up to check-in. Therefore, the Company determined that for accounting purposes, each booking is a separate contract with the host and guest, and the contracts are not enforceable until check-in. Since an enforceable contract for accounting purposes is not established until check-in, there were no partially satisfied or unsatisfied performance obligations as of December 31, 2020 and September 30, 2021. The service fees collected from customers prior to check-in are recorded as unearned fees. Unearned fees are not considered contract balances because they are subject to refund in the event of a cancellation.
Guest stays of at least 28 nights are considered long-term stays. The Company charges service fees to facilitate long-term stays on a monthly basis. Such stays are generally cancelable within 48 hours of booking and 28 days before check-in with no penalty. Accordingly, long-term stays are treated as month-to-month contracts; each month is a separate contract with the host and guest, and the contracts are not enforceable until check-in for the initial month as well as subsequent monthly extensions. The Company’s performance obligation for long-term stays is the same as that for short-term stays. The Company recognizes revenue for the first month upon check-in, similar to short-term stays, and recognizes revenue for any subsequent months upon each month’s anniversary from initial check-in date.
The Company evaluates the presentation of revenue on a gross versus net basis based on whether or not it is the principal (gross) or the agent (net) in the transaction. As part of the evaluation, the Company considers whether it controls the right to use the property before control is transferred. Indicators of control that the Company considers include whether the Company is primarily responsible for fulfilling the promise associated with the rental of the property, whether it has inventory risk associated with the property, and whether it has discretion in establishing the prices for the property. The Company determined that it does not control the right to use the properties either before or after completion of its service. Accordingly, the Company has concluded that it is acting in an agent capacity and revenue is presented net reflecting the service fees received from guests and hosts to facilitate a stay.
The Company has elected to recognize the incremental costs of obtaining a contract, including the costs of certain referrer fees, as an expense when incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company has no significant financing components in its contracts with customers.
The Company has elected to exclude from revenue, taxes assessed by a governmental authority that are both imposed on and are concurrent with specific revenue producing transactions. Accordingly, such amounts are not included as a component of revenue or cost of revenue.
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Payments to Customers
The Company makes payments to customers as part of its referral programs and marketing promotions, collectively referred to as the Company’s incentive programs, and refund activities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds.
Incentive Programs
The Company encourages the use of its platform and attracts new customers through its incentive programs. Under the Company’s referral program, the referring party (the “referrer”) earns a coupon when the new guest or host (the “referee”) completes their first stay on the Company’s platform. Incentives earned by customers for referring new customers are paid in exchange for a distinct service and are accounted for as customer acquisition costs. The Company records the incentive as a liability at the time the incentive is earned by the referrer with the corresponding charge recorded to sales and marketing expense in the same way the Company accounts for other marketing services from third-party vendors. Any amounts paid in excess of the fair value of the referral service received are recorded as a reduction of revenue. Fair value of the service is established using amounts paid to vendors for similar services. Customer referral coupon credits generally expire within one year from issuance and the Company estimates the redemption rates using its historical experience. As of December 31, 2020 and September 30, 2021, the referral coupon liability was not material.
Through marketing promotions, the Company issues customer coupon credits to encourage the use of its platform. After a customer redeems such incentives, the Company records a reduction to revenue at the date it records the corresponding revenue transaction, as the Company does not receive a distinct good or service in exchange for the customer incentive payment.
Refunds
In certain instances, the Company issues refunds to customers as part of its customer support activities in the form of cash or credits to be applied toward a future booking. There is no legal obligation to issue such refunds to hosts or guests on behalf of its customers. The Company accounts for refunds, net of any recoveries, as variable consideration, which results in a reduction to revenue. The Company reduces the transaction price by the estimated amount of the payments by applying the most likely outcome method based on known facts and circumstances and historical experience. The estimate for variable consideration was not material as of December 31, 2020 and September 30, 2021.
The Company evaluates whether the cumulative amount of payments made to customers that are not in exchange for a distinct good or service received from customers exceeds the cumulative revenue earned since inception of the customer relationships. Any cumulative payments in excess of cumulative revenue are presented within operations and support or sales and marketing on the condensed consolidated statements of operations based on the nature of the payments made to customers.
The following table summarizes total payments made to customers (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
Reductions to revenue | $ | 54,534 | $ | 50,230 | $ | 347,230 | $ | 109,584 | |||||||||
Charges to operations and support | 24,368 | 20,838 | 63,015 | 48,336 | |||||||||||||
Charges to sales and marketing expense | 7,435 | 13,337 | 50,381 | 35,454 | |||||||||||||
Total payments made to customers | $ | 86,337 | $ | 84,405 | $ | 460,626 | $ | 193,374 | |||||||||
Recently Adopted Accounting Standards
In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. For public companies, the guidance was effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption was permitted. The Company adopted the standard on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplify the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the standard on January 1, 2021 and applied this guidance to its convertible senior notes issued in March 2021. Refer to Note 6, Debt, for additional information.
In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs, which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance was effective for fiscal years
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beginning after December 15, 2020, and interim periods within those fiscal years. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Early adoption was not permitted. The Company adopted the standard on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance and may be applied at the beginning of the interim period that includes March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, which clarified the scope of Topic 848 to include derivatives that are affected by a change in the interest rate used for margining, discounting, or contract price alignment that do not also reference London Interbank Offered Rate or another reference rate that is expected to be discontinued as a result of the reference rate reform. The standard is effective upon issuance and may be applied retroactively as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively to any new modifications within an interim period including or subsequent to January 7, 2021, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard is effective for public entities in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.
There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures.
Note 3. Investments
Debt Securities
The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available-for-sale debt securities aggregated by investment category (in thousands):
| As of December 31, 2020 | Classification as of December 31, 2020 | |||||||||||||||||||||||||||||||
| Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Total Estimated Fair Value | Cash and Cash Equivalents | Marketable Securities | Other Assets, Noncurrent | Funds Receivable(2) | |||||||||||||||||||||||||
| Certificates of deposit | $ | 421,272 | $ | — | $ | — | $ | 421,272 | $ | 278,281 | $ | 142,991 | $ | — | $ | — | ||||||||||||||||
Government bonds(1) | 1,924,988 | 65 | (1) | 1,925,052 | 1,392,966 | 65,867 | — | 466,219 | ||||||||||||||||||||||||
| Commercial paper | 1,021,150 | — | — | 1,021,150 | 779,527 | 241,623 | — | — | ||||||||||||||||||||||||
| Corporate debt securities | 508,901 | 1,475 | (1,635) | 508,741 | 229,633 | 267,618 | 11,490 | — | ||||||||||||||||||||||||
| Mortgage-backed and asset-backed securities | 36,553 | 913 | (113) | 37,353 | — | 37,353 | — | — | ||||||||||||||||||||||||
Total | $ | 3,912,864 | $ | 2,453 | $ | (1,749) | $ | 3,913,568 | $ | 2,680,407 | $ | 755,452 | $ | 11,490 | $ | 466,219 | ||||||||||||||||
(1)Includes U.S. government and government agency debt securities
(2)Funds receivable and amounts held on behalf of customers
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| As of September 30, 2021 | Classification as of September 30, 2021 | |||||||||||||||||||||||||||||||
| Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Total Estimated Fair Value | Cash and Cash Equivalents | Marketable Securities | Other Assets, Noncurrent | Funds Receivable(2) | |||||||||||||||||||||||||
Certificates of deposit | $ | 367,619 | $ | — | $ | — | $ | 367,619 | $ | 28,000 | $ | 339,619 | $ | — | $ | — | ||||||||||||||||
Government bonds(1) | 467,158 | 20 | — | 467,178 | — | 870 | — | 466,308 | ||||||||||||||||||||||||
Commercial paper | 1,478,883 | 2 | — | 1,478,885 | 504,997 | 973,888 | — | — | ||||||||||||||||||||||||
Corporate debt securities | 634,161 | 516 | (1,675) | 633,002 | 44,637 | 576,888 | 11,477 | — | ||||||||||||||||||||||||
Mortgage-backed and asset-backed securities | 34,481 | 519 | (260) | 34,740 | — | 34,740 | — | — | ||||||||||||||||||||||||
Total | $ | 2,982,302 | $ | 1,057 | $ | (1,935) | $ | 2,981,424 | $ | 577,634 | $ | 1,926,005 | $ | 11,477 | $ | 466,308 | ||||||||||||||||
(1)Includes U.S. government and government agency debt securities
(2)Funds receivable and amounts held on behalf of customers
As of September 30, 2021, the Company does not have any available-for-sale debt securities for which the Company has recorded credit related losses.
Before reclassifications of gains and losses from accumulated other comprehensive income on the condensed consolidated balance sheets to other income (expense), net in the condensed consolidated statements of operations, unrealized gains and losses, net of tax, for the three and nine months ended September 30, 2020 and 2021, were not material. Realized gains and losses reclassified from accumulated other comprehensive income to other income (expense), net were not material for the three and nine months ended September 30, 2020 and 2021.
Debt securities in an unrealized loss position had an estimated fair value of $229.7 million and unrealized losses of $1.7 million as of December 31, 2020, and an estimated fair value of $437.0 million and unrealized losses of $1.9 million as of September 30, 2021. An immaterial amount of securities were in a continuous unrealized loss position for more than twelve months as of both December 31, 2020 and September 30, 2021.
The following table summarizes the contractual maturities of the Company’s available-for-sale debt securities (in thousands):
| As of December 31, 2020 | As of September 30, 2021 | ||||||||||||||||
| Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value | ||||||||||||||
| Due within one year | $ | 3,805,934 | $ | 3,806,059 | $ | 2,940,060 | $ | 2,940,499 | |||||||||
| Due in one year to five years | 98,828 | 99,255 | 28,315 | 27,140 | |||||||||||||
| Due within five to ten years | 5,254 | 5,436 | 11,258 | 11,121 | |||||||||||||
| Due beyond ten years | 2,848 | 2,818 | 2,669 | 2,664 | |||||||||||||
| Total | $ | 3,912,864 | $ | 3,913,568 | $ | 2,982,302 | $ | 2,981,424 | |||||||||
Equity Investments
Equity Investments with Readily Determinable Fair Values
As of December 31, 2020 and September 30, 2021, the Company had marketable equity investments with readily determinable fair value totaling $155.2 million and zero, respectively, which consisted of mutual funds measured at fair value and classified within marketable securities on the condensed consolidated balance sheet.
Gains and Losses on Marketable Equity Investments
Net unrealized gains (losses) on marketable equity investments were $9.4 million and $(19.5) million for the three and nine months ended September 30, 2020, respectively. Net realized losses on marketable equity investments were $1.2 million for both the three and nine months ended September 30, 2020. During the nine months ended September 30, 2021, the marketable equity investments were sold, and the Company realized a net gain (loss) of $0.9 million and $(13.4) million for the three and nine months ended September 30, 2021, respectively. The realized and unrealized gains and losses on marketable equity investments were recorded in other income (expense), net on the condensed consolidated statements of operations.
Equity Investments Without Readily Determinable Fair Values
The Company holds investments in privately-held companies in the form of equity investments without readily determinable fair values and in which the Company does not have a controlling interest or significant influence. These investments had a net carrying value of $78.1 million as of both December 31, 2020 and September 30, 2021, and are classified within other assets on the condensed consolidated balance
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sheets. These investments were initially recorded using the measurement alternative at cost and are subsequently adjusted to fair value for impairments and price changes from observable transactions in the same or similar security from the same issuer.
The following table summarizes the total carrying value of equity investments without readily determinable fair values (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Carrying value, beginning of period | $ | 78,074 | $ | 78,074 | $ | 131,210 | $ | 78,074 | |||||||||
| Downward adjustments for observable price changes and impairments | — | — | (53,136) | — | |||||||||||||
| Carrying value, end of period | $ | 78,074 | $ | 78,074 | $ | 78,074 | $ | 78,074 | |||||||||
As of December 31, 2020 and September 30, 2021, there were no upward adjustments for price changes to the Company’s equity investments without readily determinable fair values. The Company did not record any realized gains or losses for the Company’s equity investments without readily determinable fair value during the three and nine months ended September 30, 2020 and 2021, respectively. The Company recorded no impairment charges for the three months ended September 2020, and recorded impairment charges of $53.1 million for the nine months ended September 30, 2020, and the Company did not record any impairment charges during the three and nine months ended September 30, 2021. As of September 30, 2021, the cumulative impairment charges for the Company’s equity investments without readily determinable fair value were $53.1 million.
Note 4. Fair Value Measurements and Financial Instruments
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
| As of December 31, 2020 | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||
| Assets | ||||||||||||||
| Cash equivalents: | ||||||||||||||
| Money market funds | $ | 22,676 | $ | — | $ | — | $ | 22,676 | ||||||
| Certificates of deposit | 278,281 | — | — | 278,281 | ||||||||||
| U.S. government debt securities | — | 1,392,966 | — | 1,392,966 | ||||||||||
| Commercial paper | — | 779,527 | — | 779,527 | ||||||||||
| Corporate debt securities | — | 229,633 | — | 229,633 | ||||||||||
| 300,957 | 2,402,126 | — | 2,703,083 | |||||||||||
| Marketable securities: | ||||||||||||||
| Certificates of deposit | 142,991 | — | — | 142,991 | ||||||||||
| U.S. government and government agency debt securities | — | 65,867 | — | 65,867 | ||||||||||
| Commercial paper | — | 241,623 | — | 241,623 | ||||||||||
| Corporate debt securities | — | 267,618 | — | 267,618 | ||||||||||
| Mortgage-backed and asset-backed securities | — | 37,353 | — | 37,353 | ||||||||||
| Mutual funds | — | 155,248 | — | 155,248 | ||||||||||
| 142,991 | 767,709 | — | 910,700 | |||||||||||
| Funds receivable and amounts held on behalf of customers: | ||||||||||||||
| U.S. government and government agency debt securities | — | 466,219 | — | 466,219 | ||||||||||
| Prepaids and other current assets: | ||||||||||||||
| Foreign exchange derivative assets | — | 12,478 | — | 12,478 | ||||||||||
| Other assets, noncurrent: | ||||||||||||||
| Corporate debt securities | — | — | 11,490 | 11,490 | ||||||||||
| Total assets at fair value | $ | 443,948 | $ | 3,648,532 | $ | 11,490 | $ | 4,103,970 | ||||||
| Liabilities | ||||||||||||||
| Accrued expenses and other current liabilities: | ||||||||||||||
| Foreign exchange derivative liabilities | $ | — | $ | 32,250 | $ | — | $ | 32,250 | ||||||
Derivative warrant liability (Note 6) | — | — | 985,181 | 985,181 | ||||||||||
| Total liabilities at fair value | $ | — | $ | 32,250 | $ | 985,181 | $ | 1,017,431 | ||||||
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| As of September 30, 2021 | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||
| Assets | ||||||||||||||
| Cash equivalents: | ||||||||||||||
| Money market funds | $ | 1,802,999 | $ | — | $ | — | $ | 1,802,999 | ||||||
| Certificates of deposit | 28,000 | — | — | 28,000 | ||||||||||
| Commercial paper | — | 504,997 | — | 504,997 | ||||||||||
| Corporate debt securities | — | 44,637 | — | 44,637 | ||||||||||
| 1,830,999 | 549,634 | — | 2,380,633 | |||||||||||
| Marketable securities: | ||||||||||||||
| Certificates of deposit | 339,619 | — | — | 339,619 | ||||||||||
| U.S. government and government agency debt securities | — | 870 | — | 870 | ||||||||||
| Commercial paper | — | 973,888 | — | 973,888 | ||||||||||
| Corporate debt securities | — | 576,888 | — | 576,888 | ||||||||||
| Mortgage-backed and asset-backed securities | — | 34,740 | — | 34,740 | ||||||||||
| 339,619 | 1,586,386 | — | 1,926,005 | |||||||||||
| Funds receivable and amounts held on behalf of customers: | ||||||||||||||
| U.S. government and government agency debt securities | — | 466,308 | — | 466,308 | ||||||||||
| Prepaids and other current assets: | ||||||||||||||
| Foreign exchange derivative assets | — | 23,144 | — | 23,144 | ||||||||||
| Other assets, noncurrent: | ||||||||||||||
| Corporate debt securities | — | — | 11,477 | 11,477 | ||||||||||
| Total assets at fair value | $ | 2,170,618 | $ | 2,625,472 | $ | 11,477 | $ | 4,807,567 | ||||||
| Liabilities | ||||||||||||||
| Accrued expenses and other current liabilities: | ||||||||||||||
| Foreign exchange derivative liabilities | $ | — | $ | 3,831 | $ | — | $ | 3,831 | ||||||
| Total liabilities at fair value | $ | — | $ | 3,831 | $ | — | $ | 3,831 | ||||||
The following table presents additional information about investments that are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value (in thousands):
| December 31, 2020 | September 30, 2021 | ||||||||||||||||
| Derivative Warrant Liability | Other Assets, Noncurrent | Derivative Warrant Liability | Other Assets, Noncurrent | ||||||||||||||
| Balance, beginning of period | $ | — | $ | 13,029 | $ | 985,181 | $ | 11,490 | |||||||||
| Additions | 116,641 | — | — | — | |||||||||||||
| Reclassifications to equity | — | — | (1,277,168) | — | |||||||||||||
| Total realized and unrealized gains (losses): | |||||||||||||||||
| Included in earnings | 868,540 | — | 291,987 | — | |||||||||||||
| Included in other comprehensive income (loss) | — | (1,539) | — | (13) | |||||||||||||
| Balance, end of period | $ | 985,181 | $ | 11,490 | $ | — | $ | 11,477 | |||||||||
| Changes in unrealized gains or losses included in other comprehensive income (loss) related to investments held at the reporting date | $ | — | $ | (1,539) | $ | — | $ | (13) | |||||||||
There were no transfers of financial instruments between valuation levels during the nine months ended September 30, 2021.
The Company amended the anti-dilution feature in the warrant agreements associated with the Second Lien Credit Agreement which resulted in a change in classification from liability to equity. Accordingly, the Company recorded $292.0 million in other income (expense), net through March 30, 2021, the modification date, and as such the warrants were no longer subject to marked-to-market charges. The balance of $1.3 billion was then reclassified from liability to equity as the amended warrants met the requirements for equity classification. Refer to Note 6, Debt, for additional information.
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The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of December 31, 2020 (fair value amounts in thousands):
| Fair Value | Valuation Technique | Unobservable Inputs | Inputs Value | |||||||||||
| Liability | ||||||||||||||
| Derivative warrant liability | $ | 985,181 | Black-Scholes option pricing model | Stock volatility | 44.4 | % | ||||||||
| Risk-free rate | 0.9 | % | ||||||||||||
| Expected term | 9.3 years | |||||||||||||
As of December 31, 2020, the fair value of foreign exchange derivative assets and liabilities totaled $12.5 million and $32.3 million, respectively, with the aggregate notional amount totaling $1.4 billion. As of September 30, 2021, the fair value of foreign exchange derivative assets and liabilities totaled $23.1 million and $3.8 million, respectively, with the aggregate notional amount totaling $1.7 billion. Derivative assets are included in prepaids and other current assets and derivative liabilities are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.
The Company recorded total net realized gains (losses) of $(37.0) million and $26.8 million for the three months ended September 30, 2020 and 2021, respectively, and $(28.6) million and $3.2 million for the nine months ended September 30, 2020 and 2021, respectively, related to foreign exchange derivative assets and liabilities.
The Company recorded total net unrealized gains (losses) of $8.3 million and $3.7 million for the three months ended September 30, 2020 and 2021, respectively, and $(4.5) million and $39.1 million for the nine months ended September 30, 2020 and 2021, respectively, related to foreign exchange derivative assets and liabilities.
The realized and unrealized gains and losses on non-designated derivatives are reported in other income (expense), net in the condensed consolidated statements of operations. The cash flows related to derivative instruments not designated as hedging instruments are classified within operating activities in the condensed consolidated statements of cash flows.
The Company has master netting arrangements with the respective counterparties to its derivative contracts, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company presents its derivative assets and derivative liabilities at their gross fair values in its condensed consolidated balance sheets. As of December 31, 2020, the potential effect of these rights of set-off associated with the Company’s derivative contracts would be a reduction to both assets and liabilities of $11.4 million, resulting in net derivative assets of $1.1 million and net derivative liabilities of $20.9 million. As of September 30, 2021, the potential effect of these rights of set-off associated with the Company’s derivative contracts would be a reduction to both assets and liabilities of $3.8 million, resulting in net derivative assets of $19.3 million.
Note 5. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| As of | ||||||||
| December 31, 2020 | September 30, 2021 | |||||||
Indirect tax reserves | $ | 188,309 | $ | 195,010 | ||||
Indirect taxes payable | 153,255 | 380,497 | ||||||
Travel credit liability | 209,739 | 90,764 | ||||||
Compensation and related benefits | 380,164 | 399,576 | ||||||
Derivative warrant liability (Note 6) | 985,181 | — | ||||||
Foreign exchange derivative liabilities | 32,250 | 3,831 | ||||||
Current portion of long-term debt and accrued interest expense | 26,755 | — | ||||||
Contingent consideration liability | 23,096 | 33,544 | ||||||
Sales and marketing | 25,437 | 56,114 | ||||||
Income and other tax liabilities | 12,002 | 27,431 | ||||||
Other | 377,883 | 376,967 | ||||||
| Total accrued expenses and other current liabilities | $ | 2,414,071 | $ | 1,563,734 | ||||
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Note 6. Debt
The following table summarizes the Company’s outstanding debt (in thousands):
| December 31, 2020 | September 30, 2021 | ||||||||||||||||
| Balance | Effective Interest Rate | Balance | Effective Interest Rate | ||||||||||||||
| Convertible senior notes | $ | — | — | $ | 2,000,000 | 0.2 | % | ||||||||||
| First lien loan due April 2025 | 995,000 | 9.5 | % | — | — | ||||||||||||
| Second lien loan due July 2025 | 1,000,000 | 15.1 | % | — | — | ||||||||||||
| Total debt | 1,995,000 | 2,000,000 | |||||||||||||||
| Less: Unamortized debt discount and debt issuance costs | (169,438) | (18,504) | |||||||||||||||
| Less: Current portion of long-term debt | (10,000) | — | |||||||||||||||
| Total long-term debt, net of current portion | $ | 1,815,562 | $ | 1,981,496 | |||||||||||||
Convertible Senior Notes
On March 8, 2021, the Company issued $2.0 billion aggregate principal amount of 0% convertible senior notes due 2026 (the "2026 Notes") pursuant to an indenture, dated March 8, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The 2026 Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The 2026 Notes are senior unsecured obligations of the Company and will not bear regular interest. The 2026 Notes mature on March 15, 2026, unless earlier converted, redeemed or repurchased. The proceeds, net of debt issuance costs, were $1,979.2 million.
The initial conversion rate for the 2026 Notes is 3.4645 shares of the Company's Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $288.64 per share of the Class A common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture.
The 2026 Notes will be convertible at the option of the holders before December 15, 2025 only upon the occurrence of certain events, and from and after December 15, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding March 15, 2026, only under certain circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at our election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally, in the event of a corporate event constituting a fundamental change (as defined in the Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.
Debt issuance costs related to the 2026 Notes totaled $20.8 million and was comprised of commissions payable to the initial purchasers and third-party offering costs and are amortized to interest expense using the effective interest method over the contractual term. For the three and nine months ended September 30, 2021, interest expense of $1.0 million and $2.3 million, respectively, was recorded for the 2026 Notes relating to amortization of the debt discount and debt issuance costs.
As of September 30, 2021, the if-converted value of the 2026 Notes did not exceed the outstanding principal amount.
As of September 30, 2021, the total estimated fair value of the 2026 Notes was $2.0 billion and was determined based on a market approach using actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period, or Level 2 inputs.
Capped Calls
On March 3, 2021, in connection with the pricing of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of $100.2 million. The Capped Calls cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2026 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the 2026 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock price exceeds the conversion price of the 2026 Notes. The cap price of the Capped Calls will initially be $360.80 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, and is subject to certain customary adjustments under the terms of the Capped Calls.
The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity.
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Term Loans
In April 2020, the Company entered into a $1.0 billion First Lien Credit and Guaranty Agreement (the “First Lien Credit Agreement,” and the loans thereunder, the “First Lien Loan”), resulting in net proceeds of $961.4 million, net of debt discount and debt issuance costs of $38.6 million. The loan was due and payable in April 2025 and could be repaid in whole or in part at the Company’s option, subject to applicable prepayment premiums and make-whole premiums. Beginning in September 2020, the Company was required to repay the First Lien Loan in quarterly installments equal to 0.25% of the $1.0 billion aggregate principal amount of the First Lien Loan, with the remaining principal amount payable on the maturity date.
Also in April 2020, the Company entered into a $1.0 billion Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement,” and the loans thereunder, the “Second Lien Loan”), resulting in net proceeds of $967.5 million, net of debt discount and debt issuance costs of $32.5 million. The loan was due and payable in July 2025 and could be repaid in whole or in part, subject to applicable prepayment premiums, make-whole premiums, and the priority of lenders under the First Lien Credit Agreement over any proceeds the Company receives from the sale of collateral.
As of December 31, 2020, the estimated fair value of the First Lien Loan and Second Lien Loan were $1.1 billion and $1.2 billion, respectively, and were determined based on quoted prices in markets that are not active, or Level 2 inputs.
In March 2021, the Company repaid the principal amount outstanding of $1,995.0 million under the First Lien and Second Lien loans, which resulted in a loss of extinguishment of debt of $377.2 million, including early redemption premiums of $212.9 million and a write-off of $164.3 million of unamortized debt discount and debt issuance costs. The loss on extinguishment of debt was included in interest expense in the condensed consolidated statements of operations. Additionally, the Company incurred third-party costs, principally legal and administrative fees, of $0.1 million relating to the extinguishment of the loans.
The debt discount and debt issuance costs are amortized to interest expense using the effective interest rate method. For the three and nine months ended September 30, 2020, interest expense of $56.4 million and $100.5 million, respectively, was recorded for the First Lien and Second Lien Loans relating to the contractual interest and amortization of the debt discount and debt issuance costs.
The First Lien Loan and the Second Lien Loan were unconditionally guaranteed by certain of the Company’s domestic subsidiaries and were both secured by substantially all the assets of the Company and of these subsidiary guarantors.
In connection with the Second Lien Loan, the Company issued warrants to purchase 7,934,794 shares of Class A common stock with an initial exercise price of $28.355 per share, subject to adjustment upon the occurrence of certain specified events, to the Second Lien Loan lenders. The warrants expire on April 17, 2030 and the exercise price can be paid in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $116.6 million and was recorded as a liability in accrued expenses and other current liabilities on the condensed consolidated balance sheet with a corresponding debt discount recorded against the Second Lien Loan. The warrant liability was remeasured to fair value at each reporting date as long as the warrants remained outstanding and unexercised with changes in fair value recorded in other income (expense), net in the consolidated statements of operations. As of December 31, 2020, the fair value of the warrant totaled $985.2 million. The Company amended the anti-dilution feature in the warrant agreements on March 30, 2021, which resulted in a change in classification from liability to equity. Accordingly, the Company recorded $292.0 million in other expense during the first quarter of 2021. The liability balance of $1.3 billion was then reclassified to equity as the amended warrants met the requirements for equity classification.
2016 Credit Facility
In April 2016, the Company entered into a five-year unsecured revolving Credit and Guarantee Agreement (the “2016 Credit Facility”) with a group of lenders led by Bank of America, N.A. The 2016 Credit Facility provided an initial borrowing commitment by the lenders of $1.0 billion, which could be increased by a maximum of $250.0 million. The 2016 Credit Facility also provided a $100.0 million sub-limit for the issuance of letters of credit. The 2016 Credit Facility included a commitment fee of 0.125% per annum on any undrawn amounts.
On April 17, 2020, the Company terminated the 2016 Credit Facility. Certain letters of credit under the 2016 Credit Facility were transferred to new issuers upon the termination of the 2016 Credit Facility. As of December 31, 2020 and September 30, 2021, letters of credit formerly under the 2016 Credit Facility totaled $32.9 million and $14.3 million, respectively, and were secured by cash collateral of $33.8 million and $14.8 million, respectively, which was recorded as restricted cash on the condensed consolidated balance sheet.
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2020 Credit Facility
On November 19, 2020, the Company entered into a five-year secured revolving Credit and Guarantee Agreement, which provides for an initial borrowing commitment by a group of lenders led by Morgan Stanley Senior Funding, Inc. of $500.0 million (“2020 Credit Facility”). The 2020 Credit Facility provides a $200.0 million sub-limit for the issuance of letters of credit. The 2020 Credit Facility has a commitment fee of 0.15% per annum on any undrawn amounts, payable quarterly in arrears. Interest on borrowings is equal to (i) in the case of LIBOR borrowings, 1.5% plus LIBOR, subject to a floor of 0%, or (ii) in the case of base rate borrowings, 0.5% plus the greatest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest in effect for such day by Morgan Stanley Senior Funding, Inc. as its “prime rate”, and (c) LIBOR for a one-month period plus 1.0%, in each case subject to a floor of 1.0%. Outstanding balances may be repaid prior to maturity without penalty. The 2020 Credit Facility contains customary affirmative and negative covenants, including restrictions on the Company’s and certain of its subsidiaries’ ability to incur debt and liens, undergo fundamental changes, and pay dividends or other distributions, as well as certain financial covenants. The Company was in compliance with all financial covenants as of September 30, 2021. No amounts have been drawn on the 2020 Credit Facility as of December 31, 2020 and September 30, 2021 and outstanding letters of credit totaled $21.4 million and $15.5 million as of December 31, 2020 and September 30, 2021, respectively.
Note 7. Stockholders’ Equity (Deficit)
Stock Option and Restricted Stock Unit Activity
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions in the following table:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Expected dividend yield | — | — | — | — | |||||||||||||
| Volatility | 43.2% | 44.2% | 39.1% - 44.2% | 44.2% - 44.9% | |||||||||||||
| Expected term (years) | 8.0 | 8.0 | 5.1 - 8.0 | 8.0 | |||||||||||||
| Risk-free interest rate | 0.5% | 1.1% | 0.4% - 1.5% | 1.1%- 1.5% | |||||||||||||
A summary of option and RSU activity under the Plans was as follows (in thousands, except per share amounts):
Outstanding Stock Options | Outstanding Restricted Stock Units | ||||||||||||||||||||||
| Shares Available for Grant | Number of Shares | Weighted- Average Exercise Price | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||||||||
| As of December 31, 2020 | 86,420 | 41,421 | $ | 12.48 | 47,754 | $ | 40.01 | ||||||||||||||||
| Granted | (8,733) | 715 | 191.08 | 8,018 | 181.18 | ||||||||||||||||||
| Shares withheld for taxes | 353 | — | — | (353) | 54.85 | ||||||||||||||||||
| Exercised/Vested | — | (14,139) | 7.40 | (11,877) | 53.16 | ||||||||||||||||||
| Canceled | 3,150 | (224) | 55.14 | (2,926) | 62.96 | ||||||||||||||||||
| As of September 30, 2021 | 81,190 | 27,773 | 18.47 | 40,616 | 62.25 | ||||||||||||||||||
| Number of Shares (in thousands) | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||
| Options outstanding as of September 30, 2021 | 27,773 | $ | 18.47 | 3.78 | $ | 4,159,706 | ||||||||
| Options exercisable as of September 30, 2021 | 24,049 | 11.97 | 3.01 | $ | 3,748,286 | |||||||||
Restricted Common Stock
The Company has granted restricted common stock to certain continuing employees, primarily in connection with acquisitions. Vesting of this stock is primarily dependent on a service-based vesting condition that generally becomes satisfied over a period of four years. The Company has the right to repurchase or cancel shares for which the vesting condition is not satisfied.
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The following table summarizes the activity related to the Company’s restricted common stock (in thousands, except for per share amounts):
| Number of Shares | Weighted-Average Grant-Date Fair Value Per Share | |||||||
| Unvested restricted common stock as of December 31, 2020 | 718 | $ | 62.33 | |||||
| Issued | — | — | ||||||
| Vested | (65) | 62.41 | ||||||
| Unvested restricted common stock as of September 30, 2021 | 653 | 62.33 | ||||||
Stock-Based Compensation
The following table summarizes total stock-based compensation expense (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Operations and support | $ | 1,065 | $ | 11,162 | $ | 2,869 | $ | 36,810 | |||||||||
| Product development | 20,936 | 131,277 | 64,088 | 418,804 | |||||||||||||
| Sales and marketing | 1,544 | 23,711 | 11,979 | 73,676 | |||||||||||||
| General and administrative | 5,888 | 44,689 | 31,689 | 143,874 | |||||||||||||
| Restructuring charges | (73) | (50) | (1,849) | (38) | |||||||||||||
| Stock-based compensation expense | $ | 29,360 | $ | 210,789 | $ | 108,776 | $ | 673,126 | |||||||||
Prior to December 9, 2020, no stock-based compensation expense had been recognized for certain awards with a liquidity-event performance-based vesting condition based on the occurrence of a qualifying event, as such qualifying event was not probable. Upon the Company's initial public offering, the liquidity-event performance-based condition was met and $2.8 billion of stock-based compensation expense was recognized related to these awards.
2020 Employee Stock Purchase Plan (“ESPP”)
In December 2020, the Company’s board of directors adopted the ESPP. The maximum number of shares of Class A common stock authorized for sale under the ESPP is equal to the sum of (i) 4,000,000 shares of Class A common stock and (ii) an annual increase on the first day of each year beginning in 2022 and ending in 2030, equal to the lesser of (a) 1% of shares of Class A common stock (on an as converted basis) on the last day immediately preceding year and (b) such number of shares of common stock as determined by the board of directors; provided, however, that no more than 89,785,394 shares may be issued under the ESPP. The Company estimates the fair value of shares to be issued under the ESPP based on a combination of options valued using the Black-Scholes option-pricing model. For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense related to the ESPP of $24.7 million and $89.5 million, respectively. During the three months ended September 30, 2021, there were no purchases of shares under the ESPP. During the nine months ended September 30, 2021, 0.5 million shares of common stock were purchased under the ESPP at a weighted-average price of $57.80 per share, resulting in net cash proceeds of $25.5 million.
Note 8. Commitments and Contingencies
Commitments
The Company has commitments including purchase obligations for web-hosting services and other commitments for brand marketing. As of September 30, 2021, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020.
Extenuating Circumstances Policy
In March 2020, the Company applied its extenuating circumstances policy to cancellations resulting from COVID-19. That policy provides hosts and guests with greater flexibility to cancel reservations that are disrupted by epidemics, natural disasters, and other emergencies. Specifically, accommodation bookings made by guests on or before March 14, 2020, have so far been covered by the policy and may be canceled before check-in. To support hosts impacted by elevated guest cancellations under that policy, the Company committed up to $250.0 million for hosts and an additional $17.0 million fund for Superhosts, the majority of which was distributed as of December 31, 2020. The reservations eligible for this $250.0 million host program were defined as reservations made on or before March 14, 2020 with a check-in date between March 14, 2020 and May 31, 2020. For these reservations, eligible hosts are entitled to receive 25% of the amount they would have received from guests under the host’s cancellation policies. These payments are accounted for as consideration paid to a customer and as such, primarily result in a reduction to revenue. Under this policy, the Company recorded payments, primarily to hosts (excluding Superhosts), of $1.7 million and $1.0 million for the three months ended September 30, 2020 and 2021, respectively, and $204.4 million and $3.5 million for the nine months ended September 30, 2020 and 2021, respectively, in its condensed consolidated statement of operations.
21
Lodging Tax Obligations and Other Non-Income Tax Matters
Some states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“Lodging Taxes”) on the use or occupancy of lodging accommodations or other traveler services. As of September 30, 2021, the Company collects and remits Lodging Taxes in more than 30,400 jurisdictions on behalf of its hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 to 90-day period following the end of each month.
As of December 31, 2020 and September 30, 2021, the Company had an obligation to remit Lodging Taxes collected from guests on bookings in these jurisdictions totaling $84.0 million and $233.0 million, respectively. These payables were recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheets.
In jurisdictions where the Company does not collect and remit Lodging Taxes, the responsibility for collecting and remitting these taxes primarily rests with hosts. The Company has estimated liabilities in a certain number of jurisdictions with respect to state, city, and local taxes related to lodging where management believes it is probable that the Company can be held jointly liable with hosts for taxes and the related amounts can be reasonably estimated. As of December 31, 2020 and September 30, 2021, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $52.9 million and $57.3 million, respectively. With respect to lodging and related taxes for which a loss is probable or reasonably possible, the Company is unable to determine an estimate of the possible loss or range of loss beyond the amounts already accrued.
The Company’s potential obligations with respect to Lodging Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines, or any tax authority asserts, that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions or by the introduction of new ordinances and taxes which subject the Company’s operations to such taxes. Accordingly, the ultimate resolution of Lodging Taxes may be greater or less than reserve amounts that the Company has recorded.
The Company is currently involved in lawsuits brought by certain states and localities involving the payment of Lodging Taxes. These jurisdictions are asserting that the Company is liable or jointly liable with hosts to collect and remit Lodging Taxes. These lawsuits are in various stages and the Company continues to vigorously defend these claims. The Company believes that the statutes at issue impose a Lodging Tax obligation on the person exercising the taxable privilege of providing accommodations, or the Company’s hosts. In March 2020, a fourth District Court of Appeal affirmed that the Company is not a dealer under the Florida and County Tourist Development Tax Law, and therefore not liable for collecting Lodging Taxes. Accordingly, the Company concluded in the first quarter of 2020 that the liabilities accrued in all Florida counties were no longer probable and reduced its reserves for Lodging Taxes by $87.0 million, including interest. A motion was filed with the Florida Supreme Court in July 2020, and was subsequently denied in October 2020. The ultimate resolution of all remaining unresolved lawsuits cannot be determined at this time.
The imposition of such taxes on the Company could increase the cost of a guest booking and potentially cause a reduction in the volume of bookings on the Company’s platform, which would adversely impact the Company’s results of operations. The Company will continue to monitor the application and interpretation of lodging and related taxes and ordinances and will adjust accruals based on any new information or further developments.
The Company is under audit and inquiry by various domestic and foreign tax authorities with regard to non-income tax matters. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its hosts and guests, as well as the tax treatment of certain employee benefits and related employment taxes. In jurisdictions with disputes connected to transactions with hosts and guests, disputes involve the applicability of transactional taxes (such as sales, value-added, and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to such hosts. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded.
As of December 31, 2020 and September 30, 2021, the Company accrued a total of $134.4 million and $136.5 million of estimated tax liabilities, including interest, related to hosts’ withholding tax obligations, respectively.
The Company has identified reasonably possible exposures related to withholding income taxes and transactional taxes, and has not accrued for these amounts since the likelihood of the contingent liability is less than probable. The Company estimates that the reasonably possible loss related to these matters in excess of the amounts accrued is between $100.0 million to $120.0 million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax liabilities.
With respect to all other withholding tax on payments made to hosts and transactional taxes for which a loss is probable or reasonably possible, the Company is unable to determine an estimate of the possible loss or range of loss beyond the amounts already accrued.
In addition, as of December 31, 2020 and September 30, 2021, the Company accrued a total of $65.9 million and $24.6 million of estimated tax liabilities related to employment taxes on certain employee benefits, respectively.
The Company is subject to regular payroll tax examinations by various state and local jurisdictions. Although management believes its tax withholding remittance practices are appropriate, the Company may be subject to additional tax liabilities, including interest and penalties, if any tax authority disagrees with the Company’s withholding and remittance practices, or if there are changes in laws, regulations, administrative practices, principles or interpretations related to payroll tax withholding in the various state and local jurisdictions.
22
Legal and Regulatory Matters
The Company has been and is currently a party to various legal and regulatory matters arising in the normal course of business. Such proceedings and claims, even if not meritorious, can require significant financial and operational resources, including the diversion of management’s attention from the Company’s business objectives.
Regulatory Matters
The Company operates in a complex legal and regulatory environment and its operations are subject to various U.S. and foreign laws, rules, and regulations, including those related to: Internet activities; short-term rentals, long-term rentals and home sharing; real estate, property rights, housing and land use; travel and hospitality; privacy and data protection; intellectual property; competition; health and safety; protection of minors; consumer protection; employment; payments, money transmission, economic and trade sanctions, anti-corruption and anti-bribery; taxation; and others. In addition, the nature of the Company’s business exposes it to inquiries and potential claims related to the compliance of the business with applicable law and regulations. In some instances, applicable laws and regulations do not yet exist or are being applied, interpreted or implemented to address aspects of the Company’s business, and such adoption or interpretation could further alter or impact the Company’s business.
In certain instances, the Company has been party to litigation with municipalities relating to or arising out of certain regulations. In addition, the implementation and enforcement of regulation can have an impact on the Company’s business.
In 2019, the Dutch special-purpose claims vehicle Twee Heren B.V. (“Twee Heren”) filed a claim against Airbnb Ireland UC (“Airbnb Ireland”) alleging that Airbnb Ireland improperly collected guest fees for certain real estate transactions. On July 16, 2021, the Advocate General at the Dutch High Court issued a non-binding opinion regarding preliminary questions referred by the Rotterdam District Court in this matter. The opinion of the Advocate General recommends that the Dutch High Court rule against Airbnb Ireland on certain issues relevant to the Twee Heren case. Airbnb Ireland continues to dispute these claims and has filed a response in opposition to various points made in the opinion of the Advocate General. Airbnb Ireland has requested that certain questions of European law be referred to the Court of Justice of the European Union (“CJEU”). On July 12, 2021, the Dutch Foundation for Mass Damages and Consumers (“MD&C”) filed a purported class action against Airbnb Ireland asserting claims similar to the claim in the Twee Heren matter on behalf of all guests who paid fees to Airbnb Ireland. The Advocate General's opinion, while issued in connection with the case filed by Twee Heren, addresses certain issues that also arise in the purported class action filed by MD&C. The Dutch Consumentenbond also filed a purported class action in October 2021. Were the Dutch Supreme Court to rule against Airbnb Ireland, Airbnb Ireland could be liable for certain past guest fees that it has charged Dutch consumers, which could be significant.
In 2019, the Paris City Hall filed a claim against Airbnb Ireland and Airbnb France seeking inter alia a fine based on the purported failure to register or deactivate allegedly unregistered listings, in compliance with registration rules purportedly applicable to platforms. On July 1, 2021, the first instance court ordered Airbnb Ireland to pay a €8.1 million fine ($9.6 million) and dismissed the case against Airbnb France. Airbnb Ireland is considering its options on appeal.
The Company has been and is currently party or subject to various other government inquiries, investigations and proceedings related to legal and regulatory requirements. For example, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) continues to review the Company’s prior disclosures relating to its compliance with U.S. economic and trade sanctions regulations regarding Cuba. Based on the Company’s communications with OFAC to date, the Company does not anticipate that resolution of this matter will be material to the Company’s business, results of operations, financial position, and cash flows.
Intellectual Property
The Company has been and is currently subject to claims relating to intellectual property, including alleged patent infringement. Adverse results in such lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing the Company from offering certain features, functionalities, products, or services, and may also cause the Company to change its business practices or require development of non-infringing products or technologies, which could result in a loss of revenue or otherwise harm its business. To date, the Company has not incurred any material costs as a result of such cases and has not recorded any material liabilities in its condensed consolidated financial statements related to such matters.
Litigation and Other Legal Proceedings
The Company is currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.
Depending on the nature of the proceeding, claim, or investigation, the Company may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the Company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.
The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. Such currently accrued amounts are not material to the Company’s condensed consolidated financial statements. However, management’s views and estimates related to these matters may
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change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred.
Indemnifications
The Company has entered into indemnification agreements with certain of its officers and directors. The indemnification agreements and the Company’s Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors and officers. No demands have been made upon the Company to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that the Company is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.
In the ordinary course of business, the Company has included limited indemnification provisions under certain agreements with parties with whom the Company has commercial relations of varying scope and terms with respect to certain matters, including losses arising out of its breach of such agreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions.
Note 9. Income Taxes
The Company’s tax provision for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including accurately predicting the Company’s pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, audit-related developments, and changes in statutes, regulations, case law, and administrative actions.
The Company recorded income tax expense of $87.7 million and $16.6 million for the three months ended September 30, 2020 and 2021, respectively. The income tax expense for the three months ended September 30, 2020 was primarily driven by the reversal of the federal tax benefit accrued in the first half of 2020 as a result of the CARES Act, specifically the provisions therein that provided that 2020 net operating losses could be carried back to offset income in earlier years. In Q3 2020, the Company was forecasted to be in US taxable income as a result of a series of internal restructuring transactions that commenced in Q3 2020, resulting in a reversal of the benefit previously accrued. The income tax expense for the three months ended September 30, 2021 was primarily driven by current tax on foreign earnings. The Company recorded income tax expense of $7.4 million and $34.1 million for the nine months ended September 30, 2020 and 2021, respectively. The income tax expense for the nine months ended September 30, 2020 was primarily driven by accruals for uncertain tax positions. The income tax expense for the nine months ended September 30, 2021 primarily consisted of current tax on foreign earnings.
Note 10. Net Income (Loss) per Share
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods indicated (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Net income (loss) attributable to Class A and Class B common stockholders | $ | 219,328 | $ | 833,893 | $ | (696,865) | $ | (406,535) | |||||||||
| Weighted-average shares in computing net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | 265,137 | 621,012 | 263,726 | 611,311 | |||||||||||||
| Diluted | 299,206 | 681,916 | 263,726 | 611,311 | |||||||||||||
| Net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | $ | — | $ | 1.34 | $ | (2.64) | $ | (0.67) | |||||||||
| Diluted | $ | — | $ | 1.22 | $ | (2.64) | $ | (0.67) | |||||||||
The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings (losses) are allocated on a proportional basis and the resulting net income (loss) per share attributable to common stockholders is the same for both Class A and Class B common stock on an individual or combined basis.
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The Company applied the two-class method in allocating earnings per share to holders of its redeemable convertible preferred and common stock. Holders of redeemable preferred stock have rights to participate in dividends with the common shareholders on a pro-rata, as-converted basis, after receiving their preferential dividend. For the three months ended September 30, 2020, the value of the preferred dividend rights of the redeemable preferred stock exceeded net income for the period, and accordingly no income was attributable to common stockholders for the period.
There were no preferred dividends declared or accumulated for the three and nine months ended September 30, 2020 and 2021. As of September 30, 2020, RSUs to be settled in 84.0 million shares of Class A common stock and 0.6 million restricted stock awards were excluded from the table below and also from diluted earnings (loss) per share because they are subject to performance conditions that were not achieved as of such date. As of September 30, 2021, RSUs to be settled in 10.8 million shares of Class A common stock were excluded from the table below and also from diluted earnings (loss) per share because they are subject to market conditions that were not achieved as of such date. As of September 30, 2021, 0.5 million shares of restricted stock awards were excluded from the table below and also from diluted earnings (loss) per share because they are subject to performance conditions that were not achieved as of such date. The 2026 Notes issued in March 2021 are deemed to be dilutive under the if-converted method for the three months ended September 30, 2021 and anti-dilutive under the if-converted method for the nine months ended September 30, 2021. Refer to Note 6, Debt, for further information on the 2026 Notes.
Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the
period (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
2026 Notes(1) | — | — | — | 11,086 | |||||||||||||
| Warrants | 7,935 | — | 7,935 | 7,935 | |||||||||||||
| Escrow shares | 644 | 74 | 644 | 74 | |||||||||||||
| Stock options | 7,853 | 550 | 44,839 | 27,773 | |||||||||||||
| Restricted stock awards | 237 | — | 240 | 148 | |||||||||||||
| Restricted stock units | 5,988 | 4,777 | 6,169 | 29,816 | |||||||||||||
| Employee stock purchase plan | — | 109 | — | 594 | |||||||||||||
| Redeemable convertible preferred stock | 240,911 | — | 240,911 | — | |||||||||||||
| Total | 263,568 | 5,510 | 300,738 | 77,426 | |||||||||||||
(1)Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change are entitled to an increase in the conversion rate. The 11.1 million shares represents the maximum number of shares that can be issued upon conversion after considering the make-whole fundamental change adjustment on an unweighted basis.
Note 11. Geographic Information
The following table sets forth the breakdown of revenue by geography, determined based on the location of the host’s listing (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| United States | $ | 597,142 | $ | 956,025 | $ | 1,176,522 | $ | 2,235,911 | |||||||||
| France | 182,354 | 270,649 | 251,567 | 415,036 | |||||||||||||
Other International (1) | 562,835 | 1,010,758 | 1,090,846 | 1,808,617 | |||||||||||||
| Total revenue | $ | 1,342,331 | $ | 2,237,432 | $ | 2,518,935 | $ | 4,459,564 | |||||||||
(1) No individual other international country represented 10% or more of the Company’s total revenue for three and nine months ended September 30, 2020 and 2021.
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Note 12. Restructuring
During the year ended December 31, 2020, the Company experienced significant economic challenges associated with a severe decline in bookings, resulting primarily from COVID-19 and overall global travel restrictions. To address these impacts, in May 2020, the Company’s management approved a restructuring plan to realign the Company’s business and strategic priorities based on the current market and economic conditions as a result of COVID-19. This worldwide restructuring plan included a 25% reduction in the number of full-time employees, or approximately 1,800 employees, as well as a reduction in the contingent workforce and amendments to certain commercial agreements. These restructuring expenses are included in the Company’s condensed consolidated statements of operations, and unpaid amounts are included in accrued expenses and other current liabilities on its condensed consolidated balance sheets. The cumulative restructuring charges as of September 30, 2021 was $263.4 million, for which the majority of these restructuring actions were completed in 2020. As of September 30, 2021, the remaining liability for restructuring costs was $1.0 million. For the three and nine months ended September 30, 2020, the Company incurred $22.7 million and $137.0 million in restructuring charges, respectively. For the three months ended September 30, 2021, the Company received a benefit of $0.5 million, as a result of changes in estimates for various third party commitments. For the nine months ended September 30, 2021, the Company incurred $112.1 million in restructuring charges, including $75.3 million related to impairments of operating lease ROU assets and $37.2 million related to impairments of leasehold improvements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” of our 2020 Annual Report and any subsequent filings, as well as those identified in this Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2020 refer to the year ended December 31, 2020, references to 2019 refer to the year ended December 31, 2019, and references to 2018 refer to the year ended December 31, 2018.
Overview
Airbnb is a community based on connection and belonging—a community that was born in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown to 4 million hosts who have welcomed over 1 billion guest arrivals to over 100,000 cities in almost every country and region across the globe. Hosts on Airbnb are everyday people who share their worlds to provide guests with the feeling of connection and being at home. Airbnb has five stakeholders and is designed with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live. We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive.
We operate a global marketplace, where hosts offer guests stays and experiences on our platform. Our business model relies on the success of hosts and guests who join our community and generate consistent bookings over time. As hosts become more successful on our platform and as guests return over time, we benefit from the recurring activity of our community.
Impact of COVID-19 on our Business
For over a year, many travelers have avoided traveling long distance because of COVID-19 concerns, quarantines, and travel restrictions.
However, we are seeing signs of travel recovery as the rate of vaccinations increases and quarantine requirements and certain travel restrictions are lifted. For example, during the third quarter of 2021, we saw a significant increase in Nights and Experiences Booked compared to the same prior year period. As of the end of September, we had over 40% more nights booked for Thanksgiving week in the United States than at the same time in 2019, and are seeing a strong demand for travel extend into 2022.
While COVID-19 still plagues the world, for the three months ended September 30, 2021, GBV and revenue were $11.9 billion and $2.2 billion, respectively, which were both higher compared to the same periods in 2019 and 2020. These improvements were primarily driven by stronger results in North America and Europe, the Middle East, and Africa (“EMEA”), and acceleration in Latin America, in particular with resilience in domestic and short-distance travel, with more people gravitating toward Airbnb stays within driving distance of their homes.
We believe that the continued recovery in GBV that we experienced in the third quarter of 2021 was attributable to the renewed ability and willingness for guests to travel, the resilience of our hosts, and relative strength of our business model. While we witnessed the way people travel change as a result of COVID-19, the adaptability of our business suggests that we are well-positioned to serve this dynamic market as it continues to evolve and recover.
The extent and duration of the impact of the COVID-19 pandemic over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the introduction and spread of new variants of the virus, including, for example, the Delta variant which emerged in the first half of 2021, that may be resistant to currently approved vaccines and the continuation of existing or implementation of new government travel restrictions, the extent and effectiveness of containment actions taken, including mobility restrictions, the timing, availability, and effectiveness of vaccines, and the impact of these and other factors on travel behavior in general, and on our business in particular, which may result in a reduction in bookings and an increase in booking cancellations.
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Key Business Metrics and Non-GAAP Financial Measures
We track the following key business metrics and financial measures that are not calculated and presented in accordance with GAAP (“non-GAAP financial measures”) to evaluate our operating performance, identify trends, formulate financial projections, and make strategic decisions. Accordingly, we believe that these key business metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. We use these non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes.
These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled metrics or measures presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP is provided under the subsection titled “— Adjusted EBITDA” and “— Free Cash Flow” below. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results.
Nights and Experiences Booked
Nights and Experiences Booked is a key measure of the scale of our platform, which in turn drives our financial performance. Nights and Experiences Booked on our platform in a period represents the sum of the total number of nights booked for stays and the total number of seats booked for experiences, net of cancellations and alterations that occurred in that period. For example, a booking made on February 15 would be reflected in Nights and Experiences Booked for our quarter ended March 31. If, in the example, the booking were canceled on May 15, Nights and Experiences Booked would be reduced by the cancellation for our quarter ended June 30. A night can include one or more guests and can be for a listing with one or more bedrooms. A seat is booked for each participant in an experience. Substantially all of the bookings on our platform to date have come from nights. We believe Nights and Experiences Booked is a key business metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it represents a single unit of transaction on our platform.
In the third quarter of 2021, we had 79.7 million Nights and Experiences Booked, a 29% increase from 61.8 million in the same prior year period. For the nine months ended September 30, 2021, we had 227.2 million Nights and Experiences Booked, a 55% increase from 146.9 million in the same prior year period. Nights and Experiences Booked grows as we attract new hosts and guests to our platform and as repeat guests increase their activity on our platform. Our Nights and Experiences Booked increased from prior year levels primarily largely driven by stronger results in North America, EMEA, and an acceleration in Latin America, in particular with resilience in domestic and short-distance travel, with more people gravitating toward Airbnb stays within driving distance of their homes.
Gross Booking Value
GBV represents the dollar value of bookings on our platform in a period and is inclusive of host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period. The timing of recording GBV and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics and Non-GAAP Financial Measures — Nights and Experiences Booked” above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue. The entire amount of a booking is reflected in GBV during the quarter in which booking occurs, whether the guest pays the entire amount of the booking upfront or elects to use our Pay Less Upfront program.
Growth in GBV reflects our ability to attract and retain hosts and guests and reflects growth in Nights and Experiences Booked. In the third quarter of 2021, our GBV was $11.9 billion, a 48% increase from $8.0 billion in the same prior year period. For the nine months ended September 30, 2021, our GBV was $35.6 billion, a 98% increase from $18.0 billion in the same prior year period. The increase in our GBV was primarily due to higher average daily rates (“ADRs”) and an increase in Nights and Experiences Booked. The travel recovery we are experiencing has been dominated by our higher ADR regions—North America and Europe, in particular, whereas our lowest ADR region, Asia Pacific remains depressed. Similar to Nights and Experiences Booked, our GBV improvement was largely driven by stronger bookings in North America, EMEA and an acceleration in Latin America, in particular with resilience in domestic and short-distance travel. On a constant currency basis, the increase in GBV was 46% and 92% for the three and nine months ended September 30, 2021, respectively.
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Non-GAAP Financial Measures
The following table summarizes our non-GAAP financial measures, along with the most directly comparable GAAP measure, for each period presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Net income (loss) | $ | 219,328 | $ | 833,893 | $ | (696,865) | $ | (406,535) | |||||||||
| Adjusted EBITDA | $ | 501,443 | $ | 1,101,281 | $ | (230,154) | $ | 1,260,037 | |||||||||
| Net cash provided by (used in) operating activities | $ | 335,670 | $ | 523,178 | $ | (490,622) | $ | 1,808,845 | |||||||||
| Free Cash Flow | $ | 328,034 | $ | 517,672 | $ | (520,111) | $ | 1,787,981 | |||||||||
Adjusted EBITDA
We define Adjusted EBITDA as net income or loss adjusted for (i) provision for (benefit from) income taxes; (ii) interest income, interest expense, and other income (expense), net; (iii) depreciation and amortization; (iv) stock-based compensation expense and stock-settlement obligations related to the initial public offering (“IPO”); (v) acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements; (vi) net changes to the reserves for lodging taxes for which management believes it is probable that we may be held jointly liable with hosts for collecting and remitting such taxes; and (vii) restructuring charges.
The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, not driven by core results of operations and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. Moreover, we have included Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Adjusted EBITDA also excludes certain items related to transactional tax matters, for which management believes it is probable that we may be held jointly liable with hosts in certain jurisdictions, and we urge investors to review the detailed disclosure regarding these matters included in the subsection titled “—Critical Accounting Policies and Estimates—Lodging Tax Obligations,” as well as the notes to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:
•Adjusted EBITDA does not reflect interest income (expense) and other income (expense), net, which include loss on extinguishment of debt and unrealized and realized gains and losses on foreign currency exchange, investments, and financial instruments, including the warrants issued in connection with a term loan agreement entered into in April 2020. We amended the anti-dilution feature in the warrant agreements in March 2021. The balance of the warrants of $1.3 billion was reclassified from liability to equity as the amended warrants met the requirements for equity classification and are no longer remeasured at each reporting period;
•Adjusted EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect all cash requirements for such replacements or for new capital expenditure requirements;
•Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy as well as stock-settlement obligations, which represent employer and related taxes related to the IPO;
•Adjusted EBITDA excludes acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements. The contingent consideration, which was in the form of equity, was valued as of the acquisition date and is marked-to-market at each reporting period based on factors including our stock price. The changes in fair value of contingent consideration were insignificant prior to the fourth quarter of 2020;
•Adjusted EBITDA does not reflect net changes to reserves for lodging taxes for which management believes it is probable that we may be held jointly liable with hosts for collecting and remitting such taxes; and
•Adjusted EBITDA does not reflect restructuring charges, which include severance and other employee costs, lease impairments, and contract amendments and terminations.
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Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.
For the three months ended September 30, 2021, Adjusted EBITDA was $1.1 billion compared to Adjusted EBITDA for the three months ended September 30, 2020 of $501.4 million. This favorable change was due to our record high revenue combined with continued cost management.
Adjusted EBITDA Reconciliation
The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net income (loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||
| Revenue | $ | 1,342,331 | $ | 2,237,432 | $ | 2,518,935 | $ | 4,459,564 | |||||||||
| Net income (loss) | $ | 219,328 | $ | 833,893 | $ | (696,865) | $ | (406,535) | |||||||||
| Adjusted to exclude the following: | |||||||||||||||||
| Provision for income taxes | 87,724 | 16,565 | 7,429 | 34,107 | |||||||||||||
| Other income (expense), net | 56,143 | (2,172) | 115,751 | 300,054 | |||||||||||||
| Interest expense | 59,867 | 6,649 | 107,548 | 435,080 | |||||||||||||
| Interest income | (4,325) | (2,962) | (23,830) | (8,956) | |||||||||||||
| Depreciation and amortization | 29,638 | 33,687 | 93,438 | 107,475 | |||||||||||||
Stock-based compensation expense(1) | 29,433 | 210,839 | 110,625 | 673,164 | |||||||||||||
| Acquisition-related impacts | — | 3,200 | — | 10,448 | |||||||||||||
| Net changes in lodging tax reserves | 907 | 2,047 | (81,219) | 3,121 | |||||||||||||
| Restructuring charges | 22,728 | (465) | 136,969 | 112,079 | |||||||||||||
| Adjusted EBITDA | $ | 501,443 | $ | 1,101,281 | $ | (230,154) | $ | 1,260,037 | |||||||||
| Adjusted EBITDA as a percentage of Revenue | 37 | % | 49 | % | (9) | % | 28 | % | |||||||||
(1)Excludes stock-based compensation related to restructuring, which is included in restructuring charges in the table above.
Free Cash Flow
We define Free Cash Flow as net cash provided by (used in) operating activities less purchases of property and equipment. We believe that Free Cash Flow is a meaningful indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment, that can be used for investment in our business and for acquisitions as well as to strengthen our balance sheet. Our Free Cash Flow is impacted by the timing of GBV because we collect our service fees at the time of booking, which is generally before a stay or experience occurs. Funds held on behalf of our hosts and guests and amounts payable to our hosts and guests do not impact Free Cash Flow, except interest earned on these funds. Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by (used in) operating activities. Free Cash Flow does not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.
For the three months ended September 30, 2021, Free Cash Flow was $517.7 million, representing 23% of revenue, compared to $328.0 million, representing 24% of revenue, for the three months ended September 30, 2020. Free Cash Flow increased for the three months ended September 30, 2021, primarily due to the increase in Nights and Experiences Booked and GBV with more people vaccinated and certain travel restrictions lifted driving up revenue to be our strongest quarterly revenue on record and a significant increase in cash from unearned fees.
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Free Cash Flow Reconciliation
The following is a reconciliation of Free Cash Flow to the most comparable GAAP cash flow measure, net cash provided by (used in) operating activities:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||
| Revenue | $ | 1,342,331 | $ | 2,237,432 | $ | 2,518,935 | $ | 4,459,564 | |||||||||
| Net cash provided by (used in) operating activities | $ | 335,670 | $ | 523,178 | $ | (490,622) | $ | 1,808,845 | |||||||||
| Purchases of property and equipment | (7,636) | (5,506) | (29,489) | (20,864) | |||||||||||||
| Free Cash Flow | $ | 328,034 | $ | 517,672 | $ | (520,111) | $ | 1,787,981 | |||||||||
| Free Cash Flow as a percentage of Revenue | 24 | % | 23 | % | (21) | % | 40 | % | |||||||||
| Other cash flow components: | |||||||||||||||||
| Net cash used in investing activities | $ | (237,293) | $ | (175,749) | $ | (816,104) | $ | (1,022,519) | |||||||||
| Net cash provided by (used in) financing activities | $ | (1,029,981) | $ | (2,323,426) | $ | 1,174,207 | $ | 1,577,646 | |||||||||
Seasonality
Our business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year. In a typical year, the first, second,
and third quarters have higher Nights and Experiences Booked than the fourth quarter, as guests plan for travel during the peak travel season, which is in the third quarter for North America and EMEA. Our business metrics, including GBV and Adjusted EBITDA, can also be impacted by the timing of holidays and other events. We experience seasonality in our GBV that is generally consistent with the seasonality of Nights and Experiences Booked. Revenue and Adjusted EBITDA have historically been, and are expected to continue to be, highest in the third quarter when we have the most check-ins, which is the point at which we recognize revenue. Seasonal trends in our GBV impact Free Cash Flow for any given quarter. Our costs are relatively fixed across quarters or vary in line with the volume of transactions, and we historically achieve our highest GBV in the first and second quarters of the year with comparatively lower check-ins. As a result, increases in unearned fees make our Free Cash Flow and Free Cash Flow as a percentage of revenue the highest in the first two quarters of the year. We typically see a slight decline in GBV and a peak in check-ins in the third quarter, which results in a decrease in unearned fees and lower sequential level of Free Cash Flow, and a greater decline in GBV in the fourth quarter, where Free Cash Flow is typically negative. As our business matures, other seasonal trends may develop, or these existing seasonal trends may become more extreme.
We have seen COVID-19 overwhelm the historical patterns of seasonality in our GBV, revenue, Adjusted EBITDA, and Free Cash Flow as a result of travel restrictions and changing travel preferences relating to the COVID-19 pandemic. While we expect this impact on seasonality to continue as long as COVID-19 is impacting travel patterns globally, we have seen the time between when guests make their bookings on our platform and when they expect to complete their stays increase and return to pre-COVID-19 levels. Typically, booking lead times sequentially lengthen from the fourth quarter to the first quarter when guests start to book travel for later in the year. Even taking normal seasonal patterns into consideration, we have seen lead times lengthen during the third quarter of 2021.
Components of Results of Operations
Revenue
Our revenue consists of service fees, net of incentives and refunds, charged to our customers. We consider both hosts and guests to be our customers. For stays, service fees, which are charged to customers as a percentage of the value of the booking, excluding taxes, vary based on factors specific to the booking, such as booking value, the duration of the booking, geography, and host type. For experiences, we only earn a host fee. Substantially all of our revenue comes from stays booked on our platform. Incentives include our referral programs and marketing promotions to encourage the use of our platform and attract new customers, while our refunds to customers are part of our customer support activities.
We experience a difference in timing between when a booking is made and when we recognize revenue, which occurs upon check-in. We record the service fees that we collect from customers prior to check-in on our balance sheet as unearned fees. Revenue is net of incentives and refunds provided to customers. For the three months ended September 30, 2020 and 2021, incentives and refunds provided to customers totaled $54.5 million and $50.2 million, or 4% and 2% of revenue, respectively. For the nine months ended September 30, 2020 and 2021, incentives and refunds provided to customers totaled $347.2 million and $109.6 million, or 14% and 2% of revenue, respectively. The elevated level of incentives and refunds provided to customers during the three and nine months ended September 30, 2020 was related to payments made to support hosts impacted by increased guest cancellations and COVID-19 related guest cancellation coupons.
Cost of Revenue
Cost of revenue includes payment processing costs, including merchant fees and chargebacks, costs associated with third-party data centers used to host our platform, and amortization of internally developed software and acquired technology. Because we act as the merchant of record, we incur all payment processing costs associated with our bookings, and we have chargebacks, which arise from account takeovers and other fraudulent activities. We expect our cost of revenue will continue to increase on an absolute dollar basis for the
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foreseeable future to the extent that we continue to see growth on our platform. Cost of revenue may vary as a percentage of revenue from year to year based on activity on our platform and may also vary from quarter to quarter as a percentage of revenue based on the seasonality of our business and the difference in the timing of when bookings are made and when we recognize revenue.
Operations and Support
Operations and support expense primarily consists of personnel-related expenses and third-party service provider fees associated with community support provided via phone, email, and chat to hosts and guests; customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with our host protection programs; and allocated costs for facilities and information technology. We expect that operations and support expense will continue to increase on an absolute dollar basis for the foreseeable future to the extent that we continue to see growth on our platform. We also expect operations and support expense as a percentage of revenue to be lower in the second half of 2021, as we had made investments in trust and safety programs and scaled our frontline community support staff in preparation for the travel rebound during the first half of 2021. We are also investing in the near-term in initiatives to reduce customer contact rates and improve the operational efficiency of our operations and support organization, which we expect will decrease operations and support expense as a percentage of revenue over the longer term. We incurred additional operations and support expense during 2020, specifically the fourth quarter of 2020 when we completed our IPO, as a result of the stock-based compensation expense associated with our RSUs and anticipate additional stock-based compensation expense going forward.
Product Development
Product development expense primarily consists of personnel-related expenses and third-party service provider fees incurred in connection with the development of our platform, and allocated costs for facilities and information technology. We expect that our product development expense will increase on an absolute dollar basis and will vary from period to period as a percentage of revenue for the foreseeable future as we continue to invest in product development activities relating to ongoing improvements to and maintenance of our technology platform and other programs, including the hiring of personnel to support these efforts. We incurred additional product development expense during 2020, specifically the fourth quarter of 2020 when we completed our IPO, as a result of the stock-based compensation expense associated with our RSUs and anticipate additional stock-based compensation expense going forward.
Sales and Marketing
Sales and marketing expense primarily consists of brand and performance marketing, personnel-related expenses, including those related to our field operations, policy and communications, portions of referral incentives and coupons, and allocated costs for facilities and information technology. We expect our sales and marketing expense will vary from period to period as a percentage of revenue for the foreseeable future, and over the long term, we expect it will decline as a percentage of revenue relative to 2019. We expect that sales and marketing expense as a percentage of revenue will be lower in the second half of 2021 than in the first half. This is partially due to the marketing campaign that we began running in February 2021 in advance of the summer travel season. We incurred additional sales and marketing expense during 2020, specifically the fourth quarter of 2020 when we completed our IPO, as a result of the stock-based compensation expense associated with our RSUs and anticipate additional stock-based compensation expense going forward.
General and Administrative
General and administrative expense primarily consists of personnel-related expenses for management and administrative functions, including finance and accounting, legal, and human resources. General and administrative expense also includes certain professional services fees, general corporate and director and officer insurance, allocated costs for facilities and information technology, indirect taxes, including lodging tax reserves for which we may be held jointly liable with hosts for collecting and remitting such taxes, and bad debt expense. We expect to incur additional general and administrative expense as a result of operating as a public company, including expenses to comply with the rules and regulations of the SEC and Listing Rules of Nasdaq, as well as higher expenses for corporate insurance, director and officer insurance, investor relations, and professional services. Overall, we expect our general and administrative expense will vary from period to period as a percentage of revenue for the foreseeable future. We incurred additional general and administrative expense during 2020, specifically the fourth quarter of 2020 when we completed our IPO, as a result of the stock-based compensation expense associated with our RSUs and anticipate additional stock-based compensation expense going forward.
Restructuring Charges
Restructuring charges primarily consist of costs associated with a global workforce reduction in May 2020, lease impairments, and costs associated with amendments and terminations of contracts, including commercial agreements with service providers.
Stock-Based Compensation
Prior to December 9, 2020, no stock-based compensation expense had been recognized for certain awards with a liquidity-event performance-based vesting condition based on the occurrence of a qualifying event, as such qualifying event was not probable. Upon our IPO, the liquidity-event performance-based condition was met and $2.8 billion of stock-based compensation expense was recognized related to these awards.
Interest Income
Interest income consists primarily of interest earned on our cash, cash equivalents, marketable securities, and amounts held on behalf of customers.
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Interest Expense
Interest expense consists primarily of interest associated with various indirect tax reserves, amortization of debt issuance costs associated with our $1.0 billion five-year unsecured revolving Credit and Guarantee Agreement (the “2016 Credit Facility”), interest expense and amortization of debt issuance costs associated with our term loan agreements entered into in April 2020, and the loss on extinguishment of debt related to the repayment of the first and second lien loans in March 2021.
Other Income (Expense), Net
Other income (expense), net consists primarily of realized and unrealized gains and losses on foreign currency transactions and balances, the change in fair value of investments and financial instruments, including the warrants issued in connection with a term loan agreement entered into in April 2020, and our share of income or loss from our equity method investments.
Our platform generally enables guests to make payments in the currency of their choice to the extent that the currency is supported by Airbnb, which may not match the currency in which the host elects to be paid. As a result, in those cases, we bear the currency risk of both the guest payment as well as the host payment due to timing differences in such payments. In 2019, we began entering into derivative contracts to offset a portion of our exposure to the impact of movements in currency exchange rates on our transactional balances denominated in currencies other than the U.S. dollar. The effects of these derivative contracts are reflected in other income (expense), net.
Provision for Income Taxes
We are subject to income taxes in the United States and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate is subject to significant variation due to several factors, including variability in our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how we do business, acquisitions, investments, tax audit developments, changes in our deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes, regulations, case law, and administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can vary based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.
We have a valuation allowance for our net deferred tax assets, including federal and state net operating loss carryforwards, tax credits, and intangible assets. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income in the United States. We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.
In the event that we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code, our ability to utilize net operating losses, tax credits, and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through September 30, 2021. Based on the analysis, we do not anticipate a permanent limitation on the existing tax attributes under Section 382, although subsequent changes in our ownership structure may create such a limitation.
We are currently under examination for income taxes by the Internal Revenue Service (“IRS”) for the years 2013, 2016, 2017, and 2018. In December 2020, we received a Notice of Proposed Adjustment from the IRS for the 2013 tax year relating to the valuation of our international intellectual property which was sold to a subsidiary in 2013. The notice proposes an increase to our U.S. taxable income that could result in additional income tax expense and cash tax liability of $1.3 billion, plus penalties and interest, which exceeds our current reserve recorded in our consolidated financial statements by more than $1.0 billion. We intend to vigorously contest the IRS’s proposed adjustment, including through all administrative and, if necessary, judicial remedies which may include: entering into administrative settlement discussions with the IRS Independent Office of Appeals (“IRS Appeals”) in 2021, and if necessary petitioning the U.S. Tax Court (“Tax Court”) for redetermination if an acceptable outcome cannot be reached with IRS Appeals, and finally, and if necessary, appealing the Tax Court’s decision to the appropriate appellate court. If the IRS prevails in the assessment of additional tax due based on its position and such tax and related interest and penalties, if any, exceeds our current reserves, such outcome could have a material adverse impact on our financial position and results of operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on our cash flow.
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Results of Operations
The following table sets forth our results of operations for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | 1,342,331 | $ | 2,237,432 | $ | 2,518,935 | $ | 4,459,564 | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 227,325 | 311,580 | 666,295 | 860,522 | |||||||||||||
Operations and support(1) | 166,106 | 228,330 | 548,369 | 621,891 | |||||||||||||
Product development(1) | 213,920 | 344,410 | 690,677 | 1,057,205 | |||||||||||||
Sales and marketing(1) | 113,494 | 290,856 | 545,510 | 835,304 | |||||||||||||
General and administrative(1) | 180,021 | 210,748 | 421,082 | 618,813 | |||||||||||||
Restructuring charges(1) | 22,728 | (465) | 136,969 | 112,079 | |||||||||||||
| Total costs and expenses | 923,594 | 1,385,459 | 3,008,902 | 4,105,814 | |||||||||||||
| Income (loss) from operations | 418,737 | 851,973 | (489,967) | 353,750 | |||||||||||||
| Interest income | 4,325 | 2,962 | 23,830 | 8,956 | |||||||||||||
| Interest expense | (59,867) | (6,649) | (107,548) | (435,080) | |||||||||||||
| Other income (expense), net | (56,143) | 2,172 | (115,751) | (300,054) | |||||||||||||
| Income (loss) before income taxes | 307,052 | 850,458 | (689,436) | (372,428) | |||||||||||||
| Provision for income taxes | 87,724 | 16,565 | 7,429 | 34,107 | |||||||||||||
| Net income (loss) | $ | 219,328 | $ | 833,893 | $ | (696,865) | $ | (406,535) | |||||||||
(1)Includes stock-based compensation expense as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Operations and support | $ | 1,065 | $ | 11,162 | $ | 2,869 | $ | 36,810 | |||||||||
| Product development | 20,936 | 131,277 | 64,088 | 418,804 | |||||||||||||
| Sales and marketing | 1,544 | 23,711 | 11,979 | 73,676 | |||||||||||||
| General and administrative | 5,888 | 44,689 | 31,689 | 143,874 | |||||||||||||
| Restructuring charges | (73) | (50) | (1,849) | (38) | |||||||||||||
| Stock-based compensation expense | $ | 29,360 | $ | 210,789 | $ | 108,776 | $ | 673,126 | |||||||||
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The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented as a percentage of revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 17 | 14 | 26 | 19 | |||||||||||||
| Operations and support | 12 | 10 | 22 | 14 | |||||||||||||
| Product development | 16 | 15 | 27 | 24 | |||||||||||||
| Sales and marketing | 9 | 13 | 22 | 19 | |||||||||||||
| General and administrative | 13 | 10 | 17 | 13 | |||||||||||||
| Restructuring charges | 2 | — | 5 | 3 | |||||||||||||
| Total costs and expenses | 69 | 62 | 119 | 92 | |||||||||||||
| Income (loss) from operations | 31 | 38 | (19) | 8 | |||||||||||||
| Interest income | — | — | 1 | — | |||||||||||||
| Interest expense | (4) | — | (4) | (10) | |||||||||||||
| Other income (expense), net | (4) | — | (5) | (6) | |||||||||||||
| Income (loss) before income taxes | 23 | 38 | (27) | (8) | |||||||||||||
| Provision for income taxes | 7 | 1 | 1 | 1 | |||||||||||||
| Net income (loss) | 16 | % | 37 | % | (28) | % | (9) | % | |||||||||
Comparison of the Three and Nine Months Ended September 30, 2020 and 2021
Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenue | $ | 1,342,331 | $ | 2,237,432 | 67 | % | $ | 2,518,935 | $ | 4,459,564 | 77 | % | |||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Revenue increased $0.9 billion, or 67%, for the three months ended September 30, 2021, compared to the same period in the prior year, primarily due to the recovery in Nights and Experiences Booked combined with ADRs. On a constant currency basis, revenue increased 64% compared to the three months ended September 30, 2020.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Revenue increased $1.9 billion, or 77%, for the nine months ended September 30, 2021, compared to the same period in the prior year, primarily due to the recovery in Nights and Experiences Booked combined with higher ADRs . In addition, during the nine months ended September 30, 2020, we had higher reductions to revenue largely attributable to payments made to customers related to our extenuating circumstances policy for cancellations resulting from COVID-19 totaling $204.4 million, the majority of which was recorded as reduction to revenue. On a constant currency basis, revenue increased 73% compared to the nine months ended September 30, 2020.
Cost of Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Cost of revenue | $ | 227,325 | $ | 311,580 | 37 | % | $ | 666,295 | $ | 860,522 | 29 | % | |||||||||||
| Percentage of revenue | 17 | % | 14 | % | 26 | % | 19 | % | |||||||||||||||
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Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Cost of revenue increased $84.3 million, or 37%, for the three months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $70.5 million increase in merchant fees and an increase of $8.3 million of amortization expense for internally developed software and acquired technology, partially offset by a $7.4 million decrease in chargebacks. For the three months ended September 30, 2020 and 2021, payment processing costs, consisting of merchant fees and chargebacks, totaled $165.1 million and $228.3 million, respectively, which represented 2% of GBV, respectively. The increase in merchant fees is primarily due to increased dollar value of payments processed through our platform associated with the growth in GBV.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Cost of revenue increased $194.2 million, or 29%, for the nine months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $204.4 million increase in merchant fees and an increase of $27.2 million of amortization expense for internally developed software and acquired technology, partially offset by a $30.4 million decrease in chargebacks and a $7.8 million decrease in the cost of data hosting services. For the nine months ended September 30, 2020 and 2021, payment processing costs, consisting of merchant fees and chargebacks, totaled $454.7 million and $628.8 million, respectively, which represented 3% and 2% of GBV, respectively. The increase in merchant fees is primarily due to increased dollar value of payments processed through our platform associated with the growth in GBV.
Operations and Support
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Operations and support | $ | 166,106 | $ | 228,330 | 37 | % | $ | 548,369 | $ | 621,891 | 13 | % | |||||||||||
| Percentage of revenue | 12 | % | 10 | % | 22 | % | 14 | % | |||||||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Operations and support expense increased $62.2 million, or 37%, for the three months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $17.4 million increase in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs, a $29.3 million increase in third-party community support personnel and customer relations costs, and a $13.5 million increase in insurance costs. The increase in insurance costs was largely due to more Nights and Experiences Booked, particularly in the United States.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Operations and support expense increased $73.5 million, or 13%, for the nine months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $53.6 million increase in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs, and a $33.0 million increase in insurance costs, partially offset by a decrease in allocated facilities and information technology expenses of $20.0 million.
Product Development
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Product development | $ | 213,920 | $ | 344,410 | 61 | % | $ | 690,677 | $ | 1,057,205 | 53 | % | |||||||||||
| Percentage of revenue | 16 | % | 15 | % | 27 | % | 24 | % | |||||||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Product development expense increased $130.5 million, or 61%, for the three months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $133.3 million increase in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs, and a $11.4 million increase in third-party service providers, partially offset by a decrease in allocated facilities and information technology expenses of $9.6 million.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Product development expense increased $366.5 million, or 53%, for the nine months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $399.6 million increase in payroll-related expenses, predominantly comprised of
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stock-based compensation related to RSUs, partially offset by a decrease in allocated facilities and information technology expenses of $33.0 million.
Sales and Marketing
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Brand and performance marketing | $ | 43,911 | $ | 179,714 | 309 | % | $ | 294,753 | $ | 507,823 | 72 | % | |||||||||||
| Field operations and policy | 69,583 | 111,142 | 60 | % | 250,757 | 327,481 | 31 | % | |||||||||||||||
| Total sales and marketing | $ | 113,494 | $ | 290,856 | 156 | % | $ | 545,510 | $ | 835,304 | 53 | % | |||||||||||
| Percentage of revenue | 9 | % | 13 | % | 22 | % | 19 | % | |||||||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Sales and marketing expense increased $177.4 million, or 156%, for the three months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $148.2 million increase in marketing activities and a $24.6 million increase in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs. Total brand and performance marketing expense increased $135.8 million, primarily driven by an increase in brand marketing. Total field operations and policy expense increased $41.6 million from the same period in 2020.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Sales and marketing expense increased $289.8 million, or 53%, for the nine months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to a $265.3 million increase in marketing activities, and a $65.9 million increase in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs, partially offset by a decrease in allocated costs for facilities and information technology of $13.2 million, and decreases in customer relations expense and coupon and referral expense of $11.1 million and $8.2 million, respectively. Total brand and performance marketing expense increased $213.1 million, driven by an increase in brand marketing, partially offset by a reduction of performance marketing. In March 2020, driven by COVID-19, we paused our sales and marketing investments in new initiatives and significantly reduced our performance marketing spend. We implemented a marketing strategy that shifted our marketing mix towards brand marketing spend and away from spending on performance marketing. During the nine months ended September 30, 2021, we launched our Made possible by Hosts television and digital channels campaign in five of our largest markets. We also launched an accompanying digital campaign focused on recruiting new hosts and an Olympic and Paralympic campaign. Total field operations and policy expense increased $76.7 million from the same period in 2020.
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General and Administrative
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| General and administrative | $ | 180,021 | $ | 210,748 | 17 | % | $ | 421,082 | $ | 618,813 | 47 | % | |||||||||||
| Percentage of revenue | 13 | % | 10 | % | 17 | % | 13 | % | |||||||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
General and administrative expense increased $30.7 million, or 17%, for the three months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to an increase of $52.8 million in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs, partially offset by a $14.4 million decrease in bad debt expense due to decrease in receivables and increased collections.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
General and administrative expense increased $197.7 million, or 47%, for the nine months ended September 30, 2021, compared to the same period in the prior year. The change was primarily due to an increase of $144.1 million in payroll-related expenses, predominantly comprised of stock-based compensation related to RSUs, a prior year $81.7 million reduction in our reserve for lodging taxes in jurisdictions in which management no longer believed a liability was probable following a favorable outcome in a related legal proceeding, increases of $19.8 million in insurance costs, and $11.8 million in fees and penalties related to indirect taxes. These movements were partially offset by a $68.6 million decrease in bad debt expense due to decrease in receivables and increased collections.
Restructuring Charges
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Restructuring charges | $ | 22,728 | $ | (465) | (102) | % | $ | 136,969 | $ | 112,079 | (18) | % | |||||||||||
| Percentage of revenue | 2 | % | — | % | 5 | % | 3 | % | |||||||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Restructuring charges totaled $22.7 million primarily related to lease impairments for the three months ended September 30, 2020. For the three months ended September 30, 2021, changes in estimates for various third party commitments resulted in a benefit to the condensed consolidated statement of operations of $0.5 million.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Restructuring charges totaled $137.0 million and $112.1 million for the nine months ended September 30, 2020 and 2021, respectively. In May 2020, we announced a reduction in force resulting in restructuring charges that primarily included severance and other employee-related costs, lease impairments, and contract amendments and terminations. In March 2021, we ceased use of a leased office and made the office available for sublease resulting in an additional lease impairment, which represented a substantial portion of the expense for the nine months ended September 30, 2021.
Interest Income and Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Interest income | $ | 4,325 | $ | 2,962 | (32) | % | $ | 23,830 | $ | 8,956 | (62) | % | |||||||||||
| Percentage of revenue | — | % | — | % | 1 | % | — | % | |||||||||||||||
| Interest expense | $ | (59,867) | $ | (6,649) | (89) | % | $ | (107,548) | $ | (435,080) | 305 | % | |||||||||||
| Percentage of revenue | (4) | % | — | % | (4) | % | (10) | % | |||||||||||||||
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Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Interest income decreased $1.4 million, or 32%, for the three months ended September 30, 2021, compared to the same period in the prior year. The decrease was primarily due to a decline in interest rates and our investment portfolio mix, which was largely invested in money market funds and short-term, high-quality bonds. Interest expense decreased $53.2 million for the three months ended September 30, 2021, compared to the same period in the prior year, primarily due to the interest of $56.4 million owed on the term loans issued in April 2020 which were retired in March 2021.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Interest income decreased $14.9 million, or 62%, for the nine months ended September 30, 2021, compared to the same period in the prior year. The decrease was primarily due to a decline in interest rates and our investment portfolio mix, which was largely invested in money market funds and short-term, high-quality bonds. Interest expense increased $327.5 million for the nine months ended September 30, 2021, compared to the same period in the prior year, primarily due to the $377.2 million loss on extinguishment of debt resulting from retirement of two term loans in March 2021. Refer to the section titled “Liquidity and Capital Resources — Loan Agreements” below for further information.
Other Income (Expense), Net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
Other income (expense), net | $ | (56,143) | $ | 2,172 | (104) | % | $ | (115,751) | $ | (300,054) | 159 | % | |||||||||||
| Percentage of revenue | (4) | % | — | % | (5) | % | (6) | % | |||||||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
Other income (expense), net increased $58.3 million for the three months ended September 30, 2021, compared to the same period in the prior year. The favorable change was primarily driven by the $29.2 million fair-value remeasurement on our warrants issued in connection with our second lien loan and impairment charges of $29.0 million related to two investments in a private companies recorded during 2020.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
Other income (expense), net decreased $184.3 million for the nine months ended September 30, 2021, compared to the same period in the prior year. The change was primarily driven by $250.8 million of fair value remeasurement on our warrants issued in connection with our second lien loan and a $38.8 million increase in net realized and unrealized foreign exchange losses, partially offset by a $82.1 million reduction in impairment charges and a $18.9 million increase in net realized and unrealized gains on our investments. In the first quarter of 2021, the warrants issued in connection with our second lien loan were reclassified to equity and will no longer require fair value remeasurement.
Provision for Income Taxes
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2021 | 2020 to 2021 % Change | 2020 | 2021 | 2020 to 2021 % Change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Provision for income taxes | $ | 87,724 | $ | 16,565 | (81) | % | $ | 7,429 | $ | 34,107 | 359 | % | |||||||||||
Three Months Ended September 30, 2021 Compared with the Same Period in 2020
The provision for income taxes in the three months ended September 30, 2021 decreased $71.2 million, compared to the same period in the prior year, primarily due to the reversal of the federal tax benefit accrued in the first half of 2020 as a result of the CARES Act, specifically the provisions therein that provided that 2020 net operating losses could be carried back to offset income in earlier years. In Q3 2020, we forecasted to be in US taxable income as a result of a series of internal restructuring transactions that commenced in Q3 2020, resulting in a reversal of the benefit previously accrued.
Nine Months Ended September 30, 2021 Compared with the Same Period in 2020
The provision for income taxes in the nine months ended September 30, 2021 increased $26.7 million, compared to the same period in the prior year, primarily due to current tax on foreign earnings.
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Liquidity and Capital Resources
In December 2020, upon the completion of our IPO, we received net proceeds of $3.7 billion after deducting underwriting discounts and commissions of $79.3 million and offering expenses of $9.8 million. We used a portion of these net proceeds to satisfy the tax withholding and remittance obligations of approximately $1.6 billion related to the settlement of our outstanding RSUs in connection with our IPO.
As of September 30, 2021, our principal sources of liquidity were cash and cash equivalents and marketable securities totaling $7.9 billion. As of September 30, 2021, cash and cash equivalents totaled $6.0 billion, which included $1.8 billion held by our foreign subsidiaries. Cash and cash equivalents consist of checking and interest-bearing accounts and highly-liquid securities with an original maturity of 90 days or less. As of September 30, 2021, marketable securities totaled $1.9 billion. Marketable securities consist of corporate debt securities, mutual funds, highly-liquid debt instruments of the U.S. government and its agencies, and certificates of deposit. These amounts do not include funds of $3.9 billion as of September 30, 2021 that we held for bookings in advance of guests completing check-ins that we record separately on our balance sheet in funds receivable and amounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.
Cash, cash equivalents, and marketable securities held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of such funds may result in additional tax liabilities. We believe that our existing cash, cash equivalents, and marketable securities balances in the United States are sufficient to fund our working capital needs in the United States.
Convertible Senior Notes
On March 8, 2021, we issued $2.0 billion aggregate principal amount of 0% convertible senior notes due 2026 (the "2026 Notes") pursuant to an indenture, dated March 8, 2021 (the "Indenture"), between us and U.S. Bank National Association, as trustee. The 2026 Notes were offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The 2026 Notes are senior unsecured obligations and will not bear regular interest. The 2026 Notes mature on March 15, 2026, unless earlier converted, redeemed or repurchased. The net proceeds from the 2026 Notes were $1,979.2 million, after deducting the initial purchasers’ commissions and debt issuance costs.
The initial conversion rate for the 2026 Notes is 3.4645 shares of our Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $288.64 per share of the Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
The 2026 Notes will be convertible at the option of the holders prior to the close of business on the business day immediately preceding March 15, 2026 only under the following circumstances:
•during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;
•upon the occurrence of certain corporate events or distributions on our common stock, as described in this offering memorandum;
•or if we call such notes for redemption; and
•at any time from, and including, December 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.
Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election, based on the applicable conversion rate. Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally in the event of a corporate event constituting a fundamental change (as defined in the Indenture), holders of the 2026 Notes may require us to repurchase all or a portion of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased.
Capped Calls
On March 3, 2021, in connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of approximately $100.2 million. The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A common stock initially underlying the 2026 Notes sold in the offering. By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock (or, in the event a conversion of the 2026 Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the 2026 Notes our common stock price exceeds the conversion price of the 2026 Notes. The cap price of the Capped Calls will initially be $360.80 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, and is subject to certain customary adjustments under the terms of the Capped Call Transactions.
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The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and included as a reduction to additional paid-in-capital within stockholders’ equity.
Loan Agreements
In April 2020, we entered into a $1.0 billion First Lien Credit and Guaranty Agreement (the “First Lien Credit Agreement,” and the loans thereunder, the “First Lien Loan”), resulting in proceeds of $961.4 million, net of debt discount and issuance costs. The loan was due and payable in April 2025. The underlying loan was repayable in whole or in part prior to April 2025 at our option, subject to applicable prepayment premiums and make-whole premiums.
In April 2020, we entered into a $1.0 billion Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement,” and the loans thereunder, the “Second Lien Loan”), resulting in proceeds of $967.5 million, net of debt discount and issuance costs. The loan was due and payable in July 2025. The underlying loan was repayable in whole or in part prior to July 2025 at our option, subject to applicable prepayment premiums and make-whole premiums and the priority of lenders under the First Lien Credit Agreement over any proceeds we receive from the sale of collateral.
In connection with the Second Lien Loan, we issued warrants to purchase 7,934,794 shares of Class A common stock with an initial exercise price of $28.355 per share, subject to adjustments upon the occurrence of certain specified events, to the Second Lien Loan lenders. The warrants expire on April 17, 2030 and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants of $116.6 million at issuance was recorded as a liability on the condensed consolidated balance sheet, and the warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other income (expense), net in the condensed consolidated statements of operations. We amended the anti-dilution feature in the warrant agreements in March 2021, which resulted in a change in classification from liability to equity. Accordingly, we recorded $292.0 million in other expense through March 30, 2021, the modification date. The balance of $1.3 billion was then reclassified from liability to equity as the amended warrants met the requirements for equity classification.
On March 8, 2021, we repaid the principal of the First Lien and Second Lien loans of $2.0 billion, which resulted in a loss of extinguishment of debt of $377.2 million, including early redemption premiums of $212.9 million, and a write-off of $164.3 million of unamortized debt discount and debt issuance costs. Additionally, we incurred third-party costs, principally legal and administrative fees, of $0.1 million relating to the extinguishment of the loans.
2020 Credit Facility
In November 2020, we entered into a $500.0 million five-year senior secured revolving Credit and Guarantee Agreement (the “Revolving Credit Agreement”), which provides for an initial borrowing commitment by a group of lenders led by Morgan Stanley Senior Funding, Inc. of $500.0 million (the “2020 Credit Facility”). The 2020 Credit Facility provides a $200.0 million sub-limit for the issuance of letters of credit. The 2020 Credit Facility has a commitment fee of 0.15% per annum on any undrawn amounts, payable quarterly in arrears. Interest on borrowings is equal to (i) in the case of LIBOR borrowings, 1.5% plus LIBOR, subject to a floor of 0%, or (ii) in the case of base rate borrowings, 0.5% plus the greatest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate, and (c) LIBOR for a one-month period plus 1%, in each case subject to a floor of 1%.
The Revolving Credit Agreement includes customary conditions to borrowing, events of default, and covenants, including a minimum liquidity covenant requiring us to have liquidity of at least $200.0 million as of the last day of each fiscal quarter and those that restrict our and our subsidiaries’ ability to, among other things, incur additional indebtedness, create or incur liens, merge or consolidate with other companies, liquidate or dissolve, sell or transfer assets, pay dividends or make distributions, subject to certain exceptions.
As of September 30, 2021, there were no borrowings outstanding on the 2020 Credit Facility and outstanding letters of credit totaled approximately $15.5 million.
2016 Credit Facility
In April 2020, we terminated our 2016 Credit Facility, which provided an initial borrowing commitment by a group of lenders led by Bank of America, N.A. of $1.0 billion. The 2016 Credit Facility also provided a $100.0 million sub-limit for the issuance of letters of credit.
The 2016 Credit Facility contained customary affirmative and negative covenants, including restrictions on our and certain of our subsidiaries’ ability to incur debt and liens, undergo fundamental changes, and pay dividends or other distributions, as well as certain financial covenants. On April 17, 2020, we terminated the 2016 Credit Facility. Certain letters of credit under the 2016 Credit Facility were transferred to new issuers upon the termination of the 2016 Credit Facility. As of September 30, 2021, letters of credit formerly under the 2016 Credit Facility totaled $14.3 million and were collateralized by $14.8 million of restricted cash on the condensed consolidated balance sheet.
We believe that our current available cash, cash equivalents, and marketable securities will be sufficient to meet our operational cash needs for the foreseeable future. Our future capital requirements, however, will depend on many factors, including, but not limited to our growth, headcount, ability to attract and retain hosts and guests on our platform, capital expenditures, acquisitions, introduction of new products and offerings, timing and extent of spending to support our efforts to develop our platform, and expansion of sales and marketing activities. Additionally, we may in the future raise additional capital or incur additional indebtedness to continue to fund our strategic initiatives. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity, equity-linked arrangements, and/or debt, which may not be available on favorable terms, or at all. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition could be materially adversely affected. We
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expect our capital expenditures in 2021 will be higher than that of 2020, but significantly lower than 2019. The majority of our expected investments are related to offices in North America, many of which were delayed in 2020.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended September 30, | ||||||||
| 2020 | 2021 | |||||||
| (in thousands) | ||||||||
| Net cash provided by (used in) operating activities | $ | (490,622) | $ | 1,808,845 | ||||
| Net cash used in investing activities | (816,104) | (1,022,519) | ||||||
| Net cash provided by financing activities | 1,174,207 | 1,577,646 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 35,210 | (159,006) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | (97,309) | $ | 2,204,966 | ||||
Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2021 was $1.8 billion. Our net loss for the nine months ended September 30, 2021 was $406.5 million, adjusted for non-cash charges, primarily consisting of $673.1 million of stock-based compensation expense, $377.2 million of loss on extinguishment of debt, $292.0 million of fair value remeasurement on warrants issued in connection with a term loan agreement entered into in April 2020, $112.5 million of impairment of long-lived assets, and $107.5 million of depreciation and amortization. Additional cash was provided by changes in working capital, including a $484.5 million increase in unearned fees resulting from significantly higher bookings.
Net cash used in operating activities for the nine months ended September 30, 2020 was $490.6 million. Our net loss for the nine months ended September 30, 2020 was $696.9 million and cash used for working capital included a $215.1 million decrease in unearned fees and $106.1 million decrease in accounts payable. Partially offset by non-cash charges, primarily consisting of $108.8 million of stock-based compensation expense, $93.4 million of depreciation and amortization, $85.5 million of bad debt expense, $82.1 million of impairment charges of investments, and $41.2 million of losses on warrants.
Cash Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2021 was $1.0 billion, which was primarily used to purchase marketable securities of $3.6 billion, partially offset by proceeds from maturities and sales of marketable securities of $1.4 billion and $1.2 billion, respectively.
Net cash used in investing activities for the nine months ended September 30, 2020 was $816.1 million, which was primarily used to purchase marketable securities of $2.0 billion, partially offset by proceeds from maturities and sales of marketable securities of $1.0 billion and $206.7 million, respectively.
Cash Provided by Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2021 was $1.6 billion, primarily reflecting an increase in funds payable and amounts payable to customers of $1.8 billion and proceeds from the issuance of convertible senior notes, net of issuance costs, of $2.0 billion, partially offset by the repayment of long-term debt and a related prepayment penalty of $2.0 billion and $212.9 million, respectively.
Net cash provided by financing activities for the nine months ended September 30, 2020 was $1.2 billion, primarily reflecting the proceeds from the issuance of long-term debt and warrants, net of issuance costs, of $1.9 billion, partially offset by a decrease in funds payable and amounts payable to customers of $769.0 million.
Effect of Exchange Rates
The effect of exchange rate changes on cash, cash equivalents, and restricted cash on our condensed consolidated statements of cash flows relates to certain of our assets, principally cash balances held on behalf of hosts and guests, that are denominated in currencies other than the functional currency of certain of our subsidiaries. For the nine months ended September 30, 2020, we recorded a $35.2 million increase in cash, cash equivalents, and restricted cash, primarily due to the weakening of the U.S. dollar. For the nine months ended September 30, 2021, we recorded a $159.0 million reduction in cash, cash equivalents, and restricted cash, respectively, primarily due to the strengthening of the U.S. dollar. The impact of exchange rate changes on cash balances can serve as a natural hedge for the effect of exchange rates on our liabilities to our guests and hosts.
Off-Balance Sheet Arrangements
As of September 30, 2021, we did not have any off-balance sheet arrangements, as defined in Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows.
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Contractual Obligations and Commitments
As of September 30, 2021, there were no material changes outside the ordinary course of business to the contractual obligations, as disclosed in our 2020 Annual Report, except for the repayment of the First Lien Loan and Second Lien Loan and issuance of the 2026 Notes.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We believe that of our significant accounting policies, which are described in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our condensed consolidated financial condition, results of operations, and cash flows.
Revenue Recognition
We recognize revenue in accordance with ASC Topic 606, which we adopted as of January 1, 2018 on a full retrospective basis. We generate substantially all of our revenue from facilitating guest stays at accommodations offered by hosts on the Airbnb platform. We consider both hosts and guests to be our customers. Our revenue is comprised of service fees from our customers. Our single performance obligation is identified as the facilitation of a stay, which occurs upon the completion of a check-in event. Revenue is recognized at a point in time when the performance obligation is satisfied upon check-in.
We evaluate the presentation of revenue on a gross versus net basis based on whether or not we are the principal in the transaction (gross) or whether we arrange for other parties to provide the service to guests and are the agent (net) in the transaction. We determined that we do not control the right to use the accommodations provided by us either before or after completion of our service. Accordingly, we concluded that we are acting in an agent capacity and revenue is presented net reflecting the service fees received from our customers to facilitate a stay.
Revenue is presented net of certain payments we make to customers as part of our referral programs and marketing promotions, collectively referred to as our incentive programs, and refund activities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds. We encourage the use of our platform and attract new customers through our incentive programs. Under the referral program, the referring party (“referrer”) earns a coupon when the new host or guest (“referee”) completes their first stay on our platform. We record the incentive as a liability at the time the incentive is earned by the referrer with the corresponding charge recorded to sales and marketing expense. Any amounts paid in excess of the fair value of the referral service received are recorded as a reduction of revenue. Through marketing promotions, we issue customer coupon credits to encourage the use of our platform. After a customer redeems such incentives, we record a reduction to revenue at the date we record the corresponding revenue transaction. From time to time, we issue refunds to customers in the form of cash or credits to be applied toward a future booking. We reduce the transaction price by the estimated amount of the payments by applying the most likely outcome method based on known facts and circumstances and historical experience. These refunds are recorded as a reduction to revenue.
We evaluate whether the cumulative amount of payments made to customers that are not in exchange for a distinct good or service received from a customer exceeds the cumulative revenue earned since inception of the customer relationship. Any cumulative payments in excess of cumulative revenue are presented as operating expenses in our condensed consolidated statements of operations.
Lodging Tax Obligations
Some states, cities, and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“lodging taxes”) on the use or occupancy of lodging accommodations or other traveler services. As of September 30, 2021, we collect and remit lodging taxes in more than 30,400 jurisdictions on behalf of our hosts, and lodging taxes are primarily collected in the United States and France. Such lodging taxes are generally remitted to tax jurisdictions within a 30 to 90-day period following the end of each month.
In jurisdictions where we do not collect and remit lodging taxes, the responsibility for collecting and remitting these taxes, if applicable, generally rests with hosts. We estimate liabilities for a certain number of jurisdictions with respect to state, city, and local taxes related to lodging where we believe it is probable that Airbnb could be held jointly liable with hosts for collecting and remitting such taxes and the related amounts can be reasonably estimated. Our accrued obligations related to lodging taxes, including estimated penalties and taxes, totaled $52.9 million and $57.3 million as of December 31, 2020 and September 30, 2021, respectively, and changes to this reserve are recorded in general and administrative expense in our condensed consolidated statements of operations.
We are currently involved in a few lawsuits brought by certain states and localities involving the payment of lodging taxes. These jurisdictions are asserting that we are liable or jointly liable with hosts to collect and remit lodging taxes. These lawsuits are in various stages and we continue to vigorously defend these claims. We believe that the statutes at issue impose a lodging tax obligation on the person exercising the taxable privilege of providing accommodations, our hosts. The ultimate resolution of these lawsuits cannot be determined at this time.
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Evaluating potential outcomes for lodging taxes is inherently uncertain and requires us to utilize various judgments, assumptions and estimates in determining our reserves. A variety of factors could affect our potential obligation for collecting and remitting such taxes which include, but are not limited to, whether we determine, or any tax authority asserts, that we have a responsibility to collect lodging and related taxes on either historic or future transactions; the introduction of new ordinances and taxes which subject our operations to such taxes; or the ultimate resolution of any historic claims that may be settled through negotiation. Accordingly, the ultimate resolution of lodging taxes may be greater or less than reserve amounts we have established.
Income Taxes
We are subject to income taxes in the United States and foreign jurisdictions. We account for income taxes using the asset and liability method. We account for uncertainty in tax positions by recognizing a tax benefit from uncertain tax positions when it is more likely than not that the position will be sustained upon examination. Evaluating our uncertain tax positions, determining our provision for income taxes, and evaluating the impact of the Tax Cuts and Jobs Act, are inherently uncertain and require making judgments, assumptions, and estimates.
While we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes and the effective tax rate in the period in which such determination is made.
The provision for income taxes includes the impact of reserve provisions and changes to reserves as well as the related net interest and penalties. In addition, we are subject to the continuous examination of our income tax returns by the United States Internal Revenue Service and other tax authorities that may assert assessments against us. We regularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for income taxes.
Goodwill and Impairment of Long-Lived Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. We have one reporting unit. We test goodwill for impairment at least annually, in the fourth quarter, and whenever events or changes in circumstances indicate that goodwill might be impaired. As a result of the goodwill impairment assessment, management concluded goodwill was not impaired as of December 31, 2020 and does not believe that its reporting unit is at risk of failing the impairment test since the fair value of the reporting unit substantially exceeded the carrying value.
Long-lived assets that are held and used by us are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted cash flows resulting from the use of the asset group and its eventual disposition. If the carrying value of the long-lived asset group is not recoverable on an undiscounted cash flow basis, we recognize impairment to the extent that the carrying value exceeds its fair value. We determine fair value through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals.
Any impairments to right-of-use (“ROU”) assets, leasehold improvements, or other assets as a result of a sublease, abandonment, or other similar factor are initially recognized when a decision to do so is made and recorded as an operating expense. Similar to other long-lived assets, management tests ROU assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For lease assets, such circumstances would include subleases that do not fully recover the costs of the associated leases or a decision to abandon the use of all or part of an asset. For the nine months ended September 30, 2021, we recorded $75.3 million of ROU asset impairment charges and $37.2 million leasehold improvements impairment charges within restructuring charges in the condensed consolidated statement of operations.
Significant judgment and estimates are required in assessing impairment of goodwill and long-lived assets, including identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, and determining appropriate discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our substantial operations around the world expose us to various market risks. These risks primarily include foreign currency risk and investment risk.
Foreign Currency Exchange Risk
We offer the ability to transact on our platform in over 40 currencies, of which the most significant foreign currencies to our operations in the third quarter of 2021 were the Euro, British Pound, Canadian Dollar, Australian Dollar, Brazilian Real, and Mexican Peso. Our international
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revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Accordingly, we are subject to foreign currency risk, which may adversely impact our financial results.
We have foreign currency exchange risks related primarily to:
•revenue and cost of revenue associated with bookings on our platform denominated in currencies other than the U.S. dollar;
•balances held as funds receivable and amounts held on behalf of customers and funds payable and amounts payable to customers;
•unbilled amounts for confirmed bookings under the terms of our Pay Less Upfront program; and
•intercompany balances primarily related to our payment entities that process customer payments.
For revenue and cost of revenue associated with bookings on our platform outside of the United States, we generally receive net foreign currency amounts and therefore benefit from a weakening of the U.S. dollar and are adversely affected by a strengthening of the U.S. dollar. Movements in foreign exchange rates are recorded in other income (expense), net in our condensed consolidated statements of operations. Furthermore, our platform generally enables guests to make payments in the currency of their choice to the extent that the currency is supported by Airbnb, which may not match the currency in which the host elects to be paid. As a result, in those cases, we bear the currency risk of both the guest payment as well as the host payment due to timing differences in such payments.
In 2019, we began entering into foreign currency derivative contracts to protect against foreign exchange risks. Presently, these hedges are primarily designed to manage foreign exchange risk associated with balances held as funds payable and amounts payable to customers and unbilled amounts for confirmed bookings under the terms of our Pay Less Upfront program. These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on our assets and liabilities.
We may choose not to hedge the risk associated with our foreign currency exposures, primarily if such exposure acts as a natural hedge for offsetting amounts denominated in the same currency or if the currency is too difficult or too expensive to hedge.
We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in exchange rates. If our foreign-currency denominated assets, liabilities, revenues, or expenses increase, our results of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we do business.
If an adverse 10% foreign currency exchange rate change was applied to total net monetary assets and liabilities denominated in currencies other than the local currencies as of September 30, 2021, it would not have had a material impact on our consolidated financial statements.
Investment and Interest Rate Risk
We are exposed to interest rate risk related primarily to our investment portfolio. Changes in interest rates affect the interest earned on our total cash, cash equivalents, and marketable securities and the fair value of those securities.
We had cash and cash equivalents of $6.0 billion and marketable securities of $1.9 billion as of September 30, 2021, which consisted of highly-liquid investment grade corporate debt securities, certificates of deposit, and U.S. government and agency bonds. As of September 30, 2021, we had an additional $3.9 billion that we held for bookings in advance of guests completing check-ins, which we record separately on our condensed consolidated balance sheets as funds receivable and amounts held on behalf of customers. The primary objective of our investment activities is to preserve capital and meet liquidity requirements without significantly increasing risk. We invest primarily in highly-liquid, investment grade debt securities, and we limit the amount of credit exposure to any one issuer. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Because our cash equivalents and marketable securities generally have short maturities, the fair value of our portfolio is relatively insensitive to interest rate fluctuations. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 100 basis point increase or decrease in interest rates would not have had a material impact on our consolidated financial statements as of September 30, 2021.
As we repaid our floating-rate loans, subject to LIBOR floors, totaling $2.0 billion in March 2021, we are no longer exposed to the risk related to fluctuations in interest rates to the extent LIBOR exceeds the floors.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended September 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. See Note 8, Commitments and Contingencies – Legal and Regulatory Matters to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
These matters also include the following:
•In 2019, the Dutch special-purpose claims vehicle Twee Heren B.V. (“Twee Heren”) filed a claim against Airbnb Ireland UC (“Airbnb Ireland”) alleging that Airbnb Ireland improperly collected guest fees for certain real estate transactions. On July 16, 2021, the Advocate General at the Dutch High Court issued a non-binding opinion regarding preliminary questions referred by the Rotterdam District Court in this matter. The opinion of the Advocate General recommends that the Dutch High Court rule against Airbnb Ireland on certain issues relevant to the Twee Heren case. Airbnb Ireland continues to dispute these claims and has filed a response in opposition to various points made in the opinion of the Advocate General. Airbnb Ireland has requested that certain questions of European law be referred to the Court of Justice of the European Union (“CJEU”). On July 12, 2021, the Dutch Foundation for Mass Damages and Consumers (“MD&C”) filed a purported class action against Airbnb Ireland asserting claims similar to the claim in the Twee Heren matter on behalf of all guests who paid fees to Airbnb Ireland. The Advocate General's opinion, while issued in connection with the case filed by Twee Heren, addresses certain issues that also arise in the purported class action filed by MD&C. The Dutch Consumentenbond also filed a purported class action in October 2021. Were the Dutch Supreme Court to rule against Airbnb Ireland, Airbnb Ireland could be liable for certain past guest fees that it has charged Dutch consumers, which could be significant.
Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition.
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Item 1A. Risk Factors
There have been no material changes from the risk factors set forth in Part I, Item IA of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Part II, Item IA of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Our business, operations and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A common stock. You should carefully read and consider the risks and uncertainties included in the reports referenced above, together with all of the other information in such reports and this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in these reports may not be the only ones we face. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Use of Proceeds
On December 9, 2020, our registration statement on Form S-1 (File No. 333-250118) was declared effective by the SEC for the IPO of our Class A common stock. There has been no material change in the use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act and other periodic reports previously filed with the SEC.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On November 2, 2021, Ann Mather tendered her resignation from the board of directors of the Company, effective as of December 15, 2021. Ms. Mather’s resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Item 6. Exhibits
The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are herein incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K).
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Exhibit Index
Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Date | Number | Filed Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-39778 | 12/14/2020 | 3.1 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-39778 | 12/14/2020 | 3.2 | ||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1* | X | |||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||||||||
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Airbnb, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AIRBNB, INC. | ||||||||
| By: | /s/ Brian Chesky | |||||||
Date: November 5, 2021 | Brian Chesky Chief Executive Officer (Principal Executive Officer) | |||||||
| By: | /s/ David E. Stephenson | |||||||
Date: November 5, 2021 | David E. Stephenson Chief Financial Officer (Principal Financial Officer) | |||||||
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