UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
OR
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
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Outstanding Shares at November 1, 2023 |
Common Stock, $0.001 par value per share |
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Class B common stock, $0.001 par value per share |
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Tripadvisor, Inc.
Form 10-Q
For the Quarter Ended September 30, 2023
Table of Contents
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Page |
Part I—Financial Information
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Item 1. Unaudited Condensed Consolidated Financial Statements
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3 |
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Unaudited Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022 |
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5 |
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6 |
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8 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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44 |
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Part II—Other Information |
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45 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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46 |
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2
PART I – FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
TRIPADVISOR, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue (Note 3) |
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Costs and expenses: |
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Cost of revenue (1) (exclusive of depreciation and amortization as shown separately below) |
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Selling and marketing (1) |
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Technology and content (1) |
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General and administrative (1) |
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Depreciation and amortization |
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Restructuring and other related reorganization costs (Note 5) |
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Total costs and expenses |
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Operating income (loss) |
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Other income (expense): |
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Interest expense |
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Interest income |
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Other income (expense), net |
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Total other income (expense), net |
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Income (loss) before income taxes |
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(Provision) benefit for income taxes (Note 8) |
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Net income (loss) |
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$ |
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$ |
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$ |
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Earnings (loss) per share attributable to common stockholders (Note 12): |
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Basic |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding (Note 12): |
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Basic |
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Diluted |
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(1) Includes stock-based compensation expense as follows (Note 10): |
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Cost of revenue |
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$ |
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$ |
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$ |
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$ |
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Selling and marketing |
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$ |
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$ |
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$ |
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$ |
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Technology and content |
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$ |
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$ |
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$ |
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$ |
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General and administrative |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
TRIPADVISOR, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments, net of tax (1) |
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Total other comprehensive income (loss), net of tax |
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Comprehensive income (loss) |
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$ |
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$ |
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$ |
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(1) Deferred income tax liabilities related to these amounts are not material.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
TRIPADVISOR, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except number of shares and per share amounts)
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September 30, |
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December 31, |
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2023 |
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2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents (Note 4) |
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$ |
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$ |
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Accounts receivable and contract assets, net (allowance for expected credit losses of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net of accumulated depreciation of $ |
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Operating lease right-of-use assets |
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Intangible assets, net of accumulated amortization of $ |
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Goodwill |
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Non-marketable investments (Note 4) |
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Deferred income taxes, net |
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Other long-term assets, net of allowance for credit losses of $ |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Deferred merchant payables |
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Deferred revenue (Note 3) |
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Income taxes payable (Note 8) |
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Accrued expenses and other current liabilities (Note 5) |
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Total current liabilities |
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Long-term debt (Note 6) |
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Finance lease obligation, net of current portion |
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Operating lease liabilities, net of current portion |
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Deferred income taxes, net |
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Other long-term liabilities (Note 7) |
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Total Liabilities |
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Stockholders’ equity: (Note 11) |
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Preferred stock, $ |
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Authorized shares: |
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Shares issued and outstanding: |
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Common stock, $ |
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Authorized shares: |
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Shares issued: |
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Shares outstanding: |
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Class B common stock, $ |
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Authorized shares: |
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Shares issued and outstanding: |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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Treasury stock-common stock, at cost, |
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Total Stockholders’ Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
TRIPADVISOR, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions, except number of shares)
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Three months ended September 30, 2023 |
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Accumulated |
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Additional |
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other |
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Class B |
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paid-in |
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Retained |
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comprehensive |
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Common stock |
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common stock |
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capital |
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earnings |
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income (loss) |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Total |
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Balance as of June 30, 2023 |
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$ |
— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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Other comprehensive income (loss), net of tax |
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Issuance of common stock related to exercises of options and vesting of RSUs |
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— |
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— |
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— |
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Withholding taxes on net share settlements of equity awards |
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Stock-based compensation |
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Balance as of September 30, 2023 |
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$ |
— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Nine months ended September 30, 2023 |
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Accumulated |
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Additional |
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other |
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Class B |
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paid-in |
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Retained |
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comprehensive |
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Common stock |
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common stock |
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capital |
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earnings |
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income (loss) |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Total |
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Balance as of December 31, 2022 |
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$ |
— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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( |
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$ |
( |
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$ |
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Net income (loss) |
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Other comprehensive income (loss), net of tax |
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( |
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Issuance of common stock related to exercises of options and vesting of RSUs |
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— |
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— |
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Repurchase of common stock (Note 11) |
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( |
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Withholding taxes on net share settlements of equity awards |
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