6-K
trivago N.V. (TRVG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2025
Commission File Number: 001-37959
trivago N.V.
(Exact Name of Registrant as Specified in Its Charter)
Kesselstraße 5 - 7
40221 Düsseldorf
Federal Republic of Germany
+49 211 54065110
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On April 30, 2025, trivago N.V. will hold a conference call regarding its unaudited financial results for the first quarter ended March 31, 2025. Copies of the operating and financial review for the first quarter of 2025 and the unaudited condensed consolidated interim financial statements as of March 31, 2025 are furnished as Exhibits 99.1 and 99.2 hereto.
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.
| trivago N.V. | ||
|---|---|---|
| Date: April 29, 2025 | By: | /s/ Robin Harries |
| Robin Harries | ||
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit <br>No. | Description |
|---|---|
| 99.1 | Operating and Financial Review for the First Quarter of 2025. |
| 99.2 | Unaudited Condensed Consolidated Interim Financial Statements as of March 31, 2025. |
Document
Exhibit 99.1
Operating and Financial Review
DÜSSELDORF, GERMANY - April 29, 2025 – trivago N.V. (NASDAQ: TRVG) (the “Company”, “we,” “us,” “our,” or “trivago,”) announced financial results for the first quarter ended March 31, 2025.
Highlights:
•Total revenue grew 22% to €124.1 million, with Referral Revenue growing 23% to €123.4 million during the first quarter, compared to the same prior year period, the second consecutive quarter of growth.
•Double-digit Referral Revenue growth was observed across all three reporting segments including 18% in Americas, 19% in Developed Europe, and 44% in Rest of World.
•Net loss reduced by 7% to €7.8 million and Adjusted EBITDA1 loss decreased by 29% to €6.5 million during the first quarter, compared to the same prior year period.
•Driven by a significantly better-than-expected first quarter and a strong start to the second quarter, where we continue to see double-digit revenue growth in the month of April, we are raising our full-year revenue outlook to mid-teens percent growth year-over-year, along with positive Adjusted EBITDA, similar to 2024.
"We are thrilled to announce that we significantly accelerated our momentum in the first quarter of 2025, exceeding expectations on both the top and bottom lines. In light of this strong performance and the continuing strong double-digit growth trajectory, we are revising our full-year revenue growth guidance upward to the mid-teens percentage range, along with stronger-than-anticipated Adjusted EBITDA profitability. These results reflect the diligent execution of our strategy by our dedicated team over the past two years. We continue to experience strong returns from our strategic brand marketing investments, complemented by ongoing enhancements that are driving significant improvements in conversion rates while using trivago." said Chief Executive Officer Johannes Thomas.
"We delivered yet another strong quarter, and the positive momentum has continued with strong double-digit growth in April. Alongside impressive revenue growth, we maintained stable Return on Advertising Spend and improved our net results. We’re excited by the global potential of trivago’s strong brand and expect this initial success to be only the beginning. Our value proposition remains compelling, especially in the current economic environment where we believe we can deliver significant cost savings to travelers. As a company, we continue to practice cost discipline while we aim to regain scale to pre-pandemic levels. We are optimistic that our strong operational performance can translate into meaningful benefits for shareholders as we execute our strategy.” said Chief Financial Officer Robin Harries.
Financial Summary & Operating Metrics (€ millions, unless otherwise stated)
| Three months ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | Δ Y/Y | |
| Total revenue | 124.1 | 101.4 | 22% |
| Referral Revenue | 123.4 | 100.2 | 23% |
| Return on Advertising Spend | 118.1% | 119.2% | (1.1) ppts |
| Net loss | (7.8) | (8.4) | (7)% |
| Adjusted EBITDA | (6.5) | (9.2) | (29)% |
(1) “Adjusted EBITDA” is a non-GAAP measure. Please see “Definitions of Non-GAAP Measures” and “Tabular Reconciliations for Non-GAAP Measures” on pages 8 to 9 herein for explanations and reconciliations of non-GAAP measures used.
About trivago N.V.
trivago N.V. (NASDAQ: TRVG) is a leading global hotel search and price comparison platform and one of the most recognized travel brands in the world. When price savvy travelers are searching for a hotel, we want trivago to be the obvious choice. We aim to help travelers find the best place to stay and the best time to go. trivago aims to enable them to book with confidence, saving travelers valuable time and money. By leveraging cutting-edge technology, we seek to personalize and simplify the hotel search experience for millions of travelers every month. We provide access to more than 5.0 million hotels and other types of accommodation in over 190 countries.
Discussion of Results
The discussion of results should be considered together with our unaudited financial information included with this review and the periodic reports we file with the Securities and Exchange Commission, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2024. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been omitted from this review.
Recent Trends
Total revenues in the first quarter grew by 22% to €124.1 million compared to the same prior year period, primarily consisting of Referral Revenue of €123.4 million, which grew 23% compared to the same prior year period, representing the second consecutive quarter of growth. We achieved strong double-digit growth across all three reporting segments driven by growth across our marketing channels and product improvements. Our disciplined approach and strategic focus on brand rebuilding continue to be a key driver for these results. Compared to the same prior year period, net loss reduced by 7% to €7.8 million and Adjusted EBITDA loss reduced by 29% to €6.5 million during the first quarter. The results reflect our continued investments in connection with our long-term growth strategy of prioritizing brand investments over short-term profit maximization.
We continued to observe strong branded channel traffic2 growth across all three reporting segments in response to higher branded investments, which were instrumental for the robust first quarter performance. Advertising Spend increased by 24% compared to the same prior year period, with proportionally higher investments made into our branded channel traffic in all three reporting segments. Global ROAS of 118.1% was overall stable compared to the same prior year period (2024: 119.2%), further highlighting our ability to continue increasing Advertising Spend while growing Referral Revenues. We continue to see a strong response to our brand investment efforts that resonate well with travelers as observed through higher traffic volumes to our platform. We believe our brand investments reach a large audience and strengthen our branded baseline, which we expect to have a long-term positive impact on overall revenues.
Outlook
We continued to see strong year-over-year revenue growth at double-digit rates across all three segments in the first weeks of April. We expect this positive momentum to persist as we gear up for the summer season, enabling us to achieve year-on-year total revenue growth.
We continue to see significant opportunities to further scale our marketing activities and are committed to pursuing promising advertising opportunities that will maintain our positive momentum. We believe this will enable us to reach a larger audience and have a long-term positive impact on overall revenues. trivago continues to be well-positioned, well-capitalized, and ready to fuel its continued growth trajectory.
2 Branded channel traffic refers to traffic to our platform through: one of our localized platform websites, one of our downloadable mobile applications, branded search engine optimization marketing channels (or "branded free traffic") for keyword searches that are inclusive of the trivago brand name, and/or paid keyword searches that include the trivago brand name, such as "trivago" or "trivago hotel".
While Advertising Spend continues to grow year-over-year, we believe there is still significant upside potential to further increase our global marketing efforts since our total Advertising Spend remains lower than historical investment levels. We expect to continue re-investing our profits into our marketing strategy and also further increasing our Advertising Spend to maintain the positive momentum.
For the full year 2025, we now expect the total revenues percent growth to be within the mid-teens percent range year-over-year, achieving double-digit growth earlier than our previously announced outlook. We expect overall higher Advertising Spend as we continue further scaling our marketing efforts, to remain vigilant with our operating expenses excluding Advertising Spend, and to achieve positive full year Adjusted EBITDA similar to 2024. We expect to continue our strategy of prioritizing re-investing profits into our brand over short-term profit maximization.
Revenue, Advertising Spend, and Return of Advertising Spend
Referral Revenue & Other Revenue
We match our users’ searches with large numbers of hotel and other accommodation offers through our auction platform, which we call our marketplace. With our marketplace, we provide advertisers a competitive forum to access user traffic by facilitating a vast quantity of auctions on any particular day. Advertisers submit hotel room and other accommodation rates and participate in our marketplace primarily by making bids for each user click on an advertised rate for a hotel or other accommodation on a cost-per-click, or CPC, basis. We also offer the option for our advertisers to participate in our marketplace on a cost-per-acquisition, or CPA, basis.
We earn substantially all of our revenue when users of our websites and apps click on hotel and accommodation offers or advertisements in our search results and are referred to one of our advertisers, or when a user makes a booking on the advertiser's website ultimately from a referral from our platform. We call this our Referral Revenue.
Management has identified three reportable segments: Americas, Developed Europe and Rest of World (RoW). Our Americas segment is comprised of Argentina, Brazil, Canada, Chile, Colombia, Ecuador, Mexico, Peru, the United States and Uruguay. Our Developed Europe segment is comprised of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Our RoW segment is comprised of all other countries. In the first quarter of 2025, the most significant countries by revenue in that segment were Japan, Turkey, Australia, New Zealand, and United Arab Emirates. We have also determined that our equity method investment in Holisto Ltd. has met the criteria for an operating segment, however, it does not meet the quantitative thresholds of a separate reportable segment.
We also earn revenue by offering our advertisers business-to-business (B2B) solutions such as data product offerings and subscription fees earned from advertisers for the trivago Business Studio subscriptions. These revenue streams do not represent a significant portion of our total revenue.
Referral Revenue by Segment & Other Revenue (€ millions)
| Three months ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Δ | Δ % | |||||||
| Americas | € | 44.9 | € | 38.1 | 6.8 | 18% | ||||
| Developed Europe | 52.3 | 43.9 | 19% | |||||||
| Rest of World | 26.2 | 18.2 | 44% | |||||||
| Total Referral Revenue | € | 123.4 | € | 100.2 | 23.2 | 23% | ||||
| Other revenue | 0.7 | 1.2 | (42)% | |||||||
| Total revenue | € | 124.1 | € | 101.4 | 22.7 | 22% |
All values are in Euros.
Referral Revenue increased by €23.2 million during the three months ended March 31, 2025, compared to the same period in 2024. The increase in all segments was primarily driven by growth from branded channel traffic in response to our continuous brand marketing investments, as well as growth from other marketing channels driven by improved booking conversion and higher traffic volumes. We continue to observe overall healthy bidding dynamics on our platform compared to the same period in 2024, particularly in Developed Europe.
Other Revenue
Other revenue decreased by €0.5 million during the three months ended March 31, 2025, compared to the same period in 2024, primarily due to the discontinuation of other B2B revenue sources in the middle of 2024.
Advertiser Concentration
We generate the majority of our Referral Revenue from online travel agencies, or OTAs. For brands affiliated with Expedia Group, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Hotwire, Wotif, Vrbo and ebookers, the share of our Referral Revenue was 35% during the three months ended March 31, 2025, compared to 37% in the same period in 2024. For brands affiliated with Booking Holdings, including Booking.com, Agoda and priceline.com, the share of our Referral Revenue was 40% during the three months ended March 31, 2025, compared to 39% in the same period in 2024.
Advertising Spend
Advertising Spend is included in selling and marketing expense and consists of fees that we pay for our various marketing channels like TV, search engine marketing, display and affiliate marketing, email marketing, online video, app marketing, content marketing, and sponsorship and endorsement.
Advertising Spend by Segment (€ millions)
| Three months ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Δ | Δ % | |||||||
| Americas | € | 43.7 | € | 33.3 | 10.4 | 31% | ||||
| Developed Europe | 39.0 | 36.3 | 7% | |||||||
| Rest of World | 21.8 | 14.5 | 50% | |||||||
| Total Advertising Spend | € | 104.5 | € | 84.1 | 20.4 | 24% |
All values are in Euros.
Total Advertising Spend increased by €20.4 million during the three months ended March 31, 2025, respectively, compared to the same period in 2024, primarily driven by continuous increases in brand marketing investments across all segments aimed at increasing the volume of direct traffic to our platforms.
Return on Advertising Spend (ROAS)
ROAS Contribution is the difference between Referral Revenue and Advertising Spend. ROAS is the ratio of Referral Revenue to Advertising Spend. We believe that both are indicators of the efficiency of our advertising. ROAS is our primary operating metric.
ROAS Contribution (in € millions) and ROAS (in %) by Segment
| Three months ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| ROAS Contribution | ROAS | |||||||
| 2025 | 2024 | Δ | 2025 | 2024 | Δ ppts | |||
| Americas | € | 1.2 | € | 4.8 | 102.7% | 114.5% | (11.8) ppts | |
| Developed Europe | 13.3 | 7.6 | 5.7 | 134.0% | 121.0% | 13.0 ppts | ||
| Rest of World | 4.4 | 3.7 | 0.7 | 120.3% | 125.1% | (4.8) ppts | ||
| Global | € | 18.9 | € | 16.1 | 118.1% | 119.2% | (1.1) ppts |
All values are in Euros.
Global ROAS decreased by 1.1 ppts during the three months ended March 31, 2025, compared to the same period in 2024, mainly due to continuous increases in brand marketing investments across all segments with the intention of increasing the volume of direct traffic to our platforms in the long term, particularly in Americas. This was partially offset by higher ROAS in Developed Europe, where we observed the strongest response to our previous marketing investments.
Expenses
Expenses by Cost Category (€ millions)
| Three months ended March 31, | As a % of Revenue | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Δ | Δ % | 2025 | 2024 | ||||||
| Cost of revenue | € | 2.7 | € | 3.0 | (10) | % | 2 | % | 3 | % | |
| Selling and marketing | 110.2 | 88.8 | 21.4 | 24 | % | 89 | % | 88 | % | ||
| Advertising Spend | 104.5 | 84.1 | 20.4 | 24 | % | 84 | % | 83 | % | ||
| Other selling and marketing | 5.7 | 4.7 | 1.0 | 21 | % | 5 | % | 5 | % | ||
| Technology and content | 13.4 | 12.5 | 0.9 | 7 | % | 11 | % | 12 | % | ||
| General and administrative | 7.3 | 8.6 | (1.3) | (15) | % | 6 | % | 8 | % | ||
| Amortization of intangible assets | — | 0.0 | 0.0 | 0 | % | 0 | % | 0 | % | ||
| Total costs and expenses | € | 133.7 | € | 113.0 | 18 | % | 108% | 111 | % |
All values are in Euros.
Note: Some figures may not add up due to rounding.
Cost of Revenue
Cost of revenue decreased by €0.3 million during the three months ended March 31, 2025, compared to the same period in 2024, mainly due to a reduction of certain IT service provider costs that are closely related to revenue generation.
Selling and Marketing
Selling and marketing expense increased by €21.4 million to €110.2 million during the three months ended March 31, 2025, compared to the same period in 2024, of which €104.5 million, or 95%, was Advertising Spend. See "Advertising Spend" above for further details.
Other selling and marketing expense increased by €1.0 million during the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily driven by higher television advertisement production costs, increased personnel costs mainly due to higher annual compensation costs, increased costs to market our platform to new hoteliers, and higher digital services taxes. The increase was partly offset by lower marketing expenses due to the end of our long-term sponsorship agreement in June 2024.
Technology and Content
Technology and content expense increased by €0.9 million during the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily driven by higher personnel costs, due to higher annual compensation costs and a higher headcount. The increase was further driven by headcount-based allocated office repair costs, and partly offset by lower non-core IT service provider costs, compared to the same period in 2024.
General and Administrative
General and administrative expense decreased by €1.3 million during the three months ended March 31, 2025, compared to the same period in 2024. The decrease was primarily driven by lower professional fees related mostly to the release of prior-year accruals, the non-recurrence of costs related to changes in the executive leadership, and lower legal expenses. The decrease was partly offset by higher share-based compensation expense.
Income Taxes, Net Loss and Adjusted EBITDA(1) (€ millions)
| Three months ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Δ | Δ % | ||||||||
| Operating loss | € | (9.6) | € | (11.6) | 2.0 | (17) | % | ||||
| Other income/(expense) | |||||||||||
| Interest expense | (0.0) | (0.0) | n.m. | ||||||||
| Interest income | 0.7 | 0.9 | (22) | % | |||||||
| Other, net | 0.3 | (0.0) | n.m. | ||||||||
| Total other income, net | € | 1.0 | € | 0.8 | 0.2 | 25 | % | ||||
| Loss before income taxes | (8.6) | (10.7) | (20) | % | |||||||
| Benefit for income taxes | (2.1) | (2.4) | (13) | % | |||||||
| Loss before equity method investments | € | (6.5) | € | (8.3) | 1.8 | (22) | % | ||||
| Loss from equity method investments | (1.3) | (0.0) | n.m. | ||||||||
| Net loss | € | (7.8) | € | (8.4) | 0.6 | (7) | % | ||||
| Adjusted EBITDA(1) | € | (6.5) | € | (9.2) | 2.7 | (29) | % |
All values are in Euros.
Note: Some figures may not add up due to rounding.
(1) “Adjusted EBITDA” is a non-GAAP measure. Please see “Definitions of Non-GAAP Measures” and “Tabular Reconciliations for Non-GAAP Measures” on pages 8 to 9 herein for explanations and reconciliations of non-GAAP measures used.
Income Taxes
Income tax benefit was €2.1 million during the three months ended March 31, 2025 compared to €2.4 million in the same period in 2024. The total weighted-average tax rate for the three months ended March 31, 2025 was 33.9%, which primarily reflects the German statutory tax rate of approximately 31.2% and the permanent effects for the full year, specifically non-tax-deductible expenses and deductible taxes impacting the tax base. The effective tax rate for the three months ended March 31, 2025 was 23.9%, compared to 22.2% in the same period in 2024. The change in effective tax rate between the two periods primarily reflects the difference in deferred tax adjustments related to temporary items.
The difference between the weighted average tax rate and the effective tax rate for the three months ended March 31, 2025 primarily relates to the non-tax-deductible share-based compensation expense, which is not deductible for tax purposes.
The uncertain tax position for unrecognized tax benefits relating to the deductibility of expenses was €8.7 million as of March 31, 2025. This liability is presented within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets.
Net Loss and Adjusted EBITDA
Net loss was €7.8 million and Adjusted EBITDA loss was €6.5 million during the three months ended March 31, 2025. The losses were a result of higher selling and marketing expenses as we invested into our brand marketing activities as part of our strategy towards long-term growth.
Balance Sheet and Cash Flows
Total cash, cash equivalents and restricted cash were €118.6 million as of March 31, 2025, compared to €134.1 million as of December 31, 2024. The decrease of €15.5 million during the three months ended March 31, 2025, was mainly driven by €14.1 million cash used in operating activities and €1.0 million cash used in investing activities.
Consistent with our seasonal fluctuations, higher revenues during the three months ended March 31, 2025 compared to the three months ended December 31, 2024 resulted in higher accounts receivable as of March 31, 2025 compared to December 31, 2024. Additionally, accounts payable were higher as of March 31, 2025 compared to December 31, 2024 resulting from higher Advertising Spend. As the magnitude of the increase in current assets mainly driven by accounts receivable was higher than the increase in current liabilities mainly driven by accounts payable, there was an overall positive net working capital of €8.0 million. Further, the net loss of €7.8 million was offset in part by non-cash items including, share based compensation of €2.0 million and depreciation of €1.0 million. The reduction of the non-cash deferred income taxes of €2.3 million further increased the cash used in operating activities.
Cash used in investing activities during the three months ended March 31, 2025, was primarily driven by cash outflows of €1.0 million related to capital expenditures, including internal-use software and website development.
Notes & Definitions:
Definitions of Non-GAAP Measures
Adjusted EBITDA:
We report Adjusted EBITDA as a supplemental measure to U.S. Generally Accepted Accounting Principles ("GAAP").
We define Adjusted EBITDA as net income/(loss) adjusted for:
•income/(loss) from equity method investment,
•expense/(benefit) for income taxes,
•total other (income)/expense, net,
•depreciation of property and equipment and amortization of intangible assets,
•impairment of, and gains and losses on disposals of, property and equipment,
•impairment of intangible assets and goodwill,
•share-based compensation, and
•certain other items, including restructuring, ADS cancellation fees, and significant legal settlements and court-ordered penalties.
From time to time, we may exclude from Adjusted EBITDA the impact of certain items that affect the period-to-period comparability of our operating performance.
Adjusted EBITDA is a non-GAAP financial measure. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP in such company’s financial statements. We present these non-GAAP financial measures because they are used by management to evaluate our operating performance, formulate business plans, and make strategic decisions on capital allocation. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating performance and consolidated results of operations in the same manner as our management, and the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure in comparing financial results between periods as these costs may vary independent of core business performance.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with U.S. GAAP, including net income/loss. Some of these limitations are:
•Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect expenses, such as restructuring and other related reorganization costs;
•Although depreciation, amortization and impairments are non-cash charges, the assets being depreciated, amortized or impaired may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
•Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.
We periodically provide an Adjusted EBITDA outlook. We are, however, unable to provide a reconciliation of our Adjusted EBITDA outlook to net income/(loss), the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably or reliably predicted or are not in our control, including, in particular, the timing or magnitude of share-based compensation, interest, taxes, impairments,
restructuring related costs and/or significant legal settlements and court-ordered penalties without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income/(loss) in the future.
Tabular Reconciliations for Non-GAAP Measures
Adjusted EBITDA (€ millions)
| Three months ended March 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Net loss | € | (7.8) | € | (8.4) | |
| Loss from equity method investments | (1.3) | (0.0) | |||
| Loss before equity method investments | € | (6.5) | € | (8.3) | |
| Benefit for income taxes | (2.1) | (2.4) | |||
| Loss before income taxes | € | (8.6) | € | (10.7) | |
| Add/(less): | |||||
| Interest expense | 0.0 | 0.0 | |||
| Interest income | (0.7) | (0.9) | |||
| Other, net | (0.3) | 0.0 | |||
| Operating loss | € | (9.6) | € | (11.6) | |
| Depreciation of property and equipment and amortization of intangible assets | 1.0 | 1.1 | |||
| Impairment of, and gains and losses on disposals of, property and equipment | 0.0 | — | |||
| Share-based compensation | 2.0 | 1.3 | |||
| Adjusted EBITDA | € | (6.5) | € | (9.2) |
Note: Some figures may not add up due to rounding.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This review contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements are based on management’s expectations as of the date of this review and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as "will," “intend” and “expect,” among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenue, expenses, margins, profitability, net income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of trivago N.V.’s business. Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others:
•the extent to which our strategy of increasing brand marketing investments positively impacts the volume of direct traffic to our platform and grows our revenue in future periods without reducing our profits or incurring losses;
•the continuing negative impact of having almost completely ceased television advertising in 2020 and only having resumed such advertising at reduced levels in recent years on our ability to grow our revenue;
•our reliance on search engines, particularly Google, whose search results can be affected by a number of factors, many of which are not in our control;
•the promotion by Google of its own product and services that compete directly with our hotel and accommodation search;
•our continued dependence on a small number of advertisers for our revenue and adverse impacts that could result from their reduced spending or changes in their cost-per-click, or (CPC), bidding or cost-per-acquisition (CPA) strategy;
•our ability to generate referrals, customers, bookings or revenue and profit for our advertisers on a basis they deem to be cost-effective;
•factors that contribute to our period-over-period volatility in our financial condition and result of operations;
•the potential negative impact of a worsening of the economic outlook and inflation on consumer discretionary spending;
•any further impairment of intangible assets;
•geopolitical and diplomatic tensions, instabilities and conflicts, including war, civil unrest, terrorist activity, sanctions or other geopolitical events or escalations of hostilities, such as the ongoing military conflict between Russia and Ukraine, the ongoing conflict affecting the Middle Eastern region, potential changes in U.S. tariff policy and other countries' responses thereto, or other developments resulting in heightened cross-border controls;
•increasing competition in our industry;
•our ability to innovate, integrate, and provide tools and services that are useful to our users and advertisers;
•our business model's dependence on consumer preferences for traditional hotel-based accommodation;
•our dependence on relationships with third parties to provide us with content;
•changes to and our compliance with applicable laws, rules and regulations;
•the impact of any legal and regulatory proceedings to which we are or may become subject; and
•potential disruptions in the operation of our systems, security breaches and data protection,
as well as other risks and uncertainties detailed in our public filings with the SEC, including trivago's Annual Report on Form 20-F for the fiscal year ended December 31, 2024, as such risks and uncertainties may be updated from time to time. Except as required by law, we undertake no obligation to update any forward-looking or other statements in this review, whether as a result of new information, future events or otherwise.
10
Document
Exhibit 99.2
trivago N.V.
Unaudited Condensed Consolidated Interim Financial Statements as of March 31, 2025
trivago N.V.
Condensed consolidated statements of operations
(€ thousands, except per share amounts, unaudited)
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenue | € | 78,240 | € | 64,412 |
| Revenue from related party | 45,868 | 37,018 | ||
| Total revenue | 124,108 | 101,430 | ||
| Costs and expenses: | ||||
| Cost of revenue, including related party, excluding amortization (1) | 2,719 | 3,027 | ||
| Selling and marketing, including related party (1)(3) | 110,219 | 88,836 | ||
| Technology and content, including related party (1)(2)(3) | 13,401 | 12,544 | ||
| General and administrative, including related party (1)(3) | 7,331 | 8,559 | ||
| Amortization of intangible assets (2) | — | 23 | ||
| Operating loss | (9,562) | (11,559) | ||
| Other income/(expense) | ||||
| Interest expense | (3) | (5) | ||
| Interest income | 736 | 869 | ||
| Other, net | 268 | (23) | ||
| Total other income, net | 1,001 | 841 | ||
| Loss before income taxes | (8,561) | (10,718) | ||
| Benefit for income taxes | (2,050) | (2,381) | ||
| Loss before equity method investments | (6,511) | (8,337) | ||
| Loss from equity method investments | (1,284) | (47) | ||
| Net loss | € | (7,795) | € | (8,384) |
| Earnings per share available to common stockholders: | ||||
| Basic | € | (0.02) | € | (0.02) |
| Diluted | (0.02) | (0.02) | ||
| Shares used in computing earnings per share: | ||||
| Basic | 351,702 | 348,824 | ||
| Diluted | 351,702 | 348,824 | ||
| Three months ended March 31, | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| (1) Includes share-based compensation as follows: | ||||
| Cost of revenue | € | 29 | € | 25 |
| Selling and marketing | 129 | 105 | ||
| Technology and content | 268 | 309 | ||
| General and administrative | 1,621 | 835 | ||
| (2) Includes amortization as follows: | ||||
| Amortization of internal use software and website development costs included in technology and content | € | 781 | € | 799 |
| Amortization of acquired technology included in amortization of intangible assets | — | 23 | ||
| (3) Includes related party expense as follows: | ||||
| Selling and marketing | € | 21 | € | 9 |
| Technology and content | 501 | 340 | ||
| General and administrative | 23 | 19 |
See accompanying notes
trivago N.V.
Condensed consolidated statements of comprehensive loss
(€ thousands, unaudited)
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net loss | € | (7,795) | € | (8,384) |
| Other comprehensive income/(loss): | ||||
| Currency translation adjustments, net | (226) | 157 | ||
| Total other comprehensive income/(loss) | (226) | 157 | ||
| Comprehensive loss | € | (8,021) | € | (8,227) |
See accompanying notes.
trivago N.V.
Condensed consolidated balance sheets
(€ thousands, except share and per share data, unaudited)
| ASSETS | As of <br>March 31, 2025 | As of <br>December 31, 2024 | ||
|---|---|---|---|---|
| Current assets: | ||||
| Cash and cash equivalents | € | 118,590 | € | 133,745 |
| Restricted cash | — | 342 | ||
| Accounts receivable, net of allowance for credit losses of €839 and €958 at March 31, 2025 and December 31, 2024, respectively | 34,681 | 25,652 | ||
| Accounts receivable, related party | 30,201 | 21,259 | ||
| Tax receivable | 3,034 | 2,815 | ||
| Prepaid expenses and other current assets | 6,915 | 6,458 | ||
| Total current assets | 193,421 | 190,271 | ||
| Property and equipment, net | 8,176 | 8,210 | ||
| Operating lease right-of-use assets | 39,251 | 39,865 | ||
| Equity method investments | 11,667 | 13,170 | ||
| Investments and other assets | 4,014 | 3,856 | ||
| Intangible assets, net | 45,445 | 45,345 | ||
| TOTAL ASSETS | € | 301,974 | € | 300,717 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | € | 35,159 | € | 24,668 |
| Income taxes payable | 1,613 | 1,613 | ||
| Deferred revenue | 1,007 | 1,041 | ||
| Payroll liabilities | 2,919 | 2,327 | ||
| Accrued expenses and other current liabilities | 17,198 | 17,667 | ||
| Operating lease liability | 2,362 | 2,363 | ||
| Total current liabilities | 60,258 | 49,679 | ||
| Operating lease liability | 35,485 | 36,070 | ||
| Deferred income taxes | 14,531 | 16,798 | ||
| Other long-term liabilities | 654 | 565 | ||
| Stockholders’ equity: | ||||
| Class A common stock, €0.06 par value - 1,523,230,720 shares authorized,114,405,480 and 114,059,630 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | 6,864 | 6,843 | ||
| Class B common stock, €0.60 par value - 237,676,928 shares authorized, 237,476,895 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | 142,486 | 142,486 | ||
| Reserves | 688,673 | 687,232 | ||
| Contribution from Parent | 122,307 | 122,307 | ||
| Accumulated other comprehensive income | 41 | 267 | ||
| Accumulated deficit | (769,325) | (761,530) | ||
| Total stockholders' equity | 191,046 | 197,605 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | € | 301,974 | € | 300,717 |
See accompanying notes
trivago N.V.
Condensed consolidated statements of changes in equity
(€ thousands, unaudited)
| Three months ended March 31, 2025 | Class A common stock | Class B common stock | Reserves | Accumulated<br><br>deficit | Accumulated other<br><br>comprehensive<br><br>income | Contribution from<br>Parent | Total stockholders' equity | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2025 | € | 6,843 | € | 142,486 | € | 687,232 | € | (761,530) | € | 267 | € | 122,307 | € | 197,605 | ||||||||||||||||
| Net loss | (7,795) | (7,795) | ||||||||||||||||||||||||||||
| Other comprehensive loss (net of tax) | (226) | (226) | ||||||||||||||||||||||||||||
| Share-based compensation expense | 1,740 | 1,740 | ||||||||||||||||||||||||||||
| Issuance of common stock related to exercise of options and vesting of RSUs | 21 | (21) | — | |||||||||||||||||||||||||||
| Withholdings on net share settlements of equity awards | (278) | (278) | ||||||||||||||||||||||||||||
| Balance at March 31, 2025 | € | 6,864 | € | 142,486 | € | 688,673 | € | (769,325) | € | 41 | € | 122,307 | € | 191,046 | Three months ended March 31, 2024 | Class A common stock | Class B common stock | Reserves | Accumulated<br><br>deficit | Accumulated other<br><br>comprehensive<br><br>income | Contribution from<br>Parent | Total stockholders' equity | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||
| Balance at January 1, 2024 | € | 6,655 | € | 142,486 | € | 681,333 | € | (737,832) | € | 75 | € | 122,307 | € | 215,024 | ||||||||||||||||
| Net loss | (8,384) | (8,384) | ||||||||||||||||||||||||||||
| Other comprehensive income (net of tax) | 157 | 157 | ||||||||||||||||||||||||||||
| Share-based compensation expense | 1,048 | 1,048 | ||||||||||||||||||||||||||||
| Issuance of common stock related to exercise of options and vesting of RSUs | 42 | (42) | — | |||||||||||||||||||||||||||
| Withholdings on net share settlements of equity awards | (652) | (652) | ||||||||||||||||||||||||||||
| Balance at March 31, 2024 | € | 6,697 | € | 142,486 | € | 681,687 | € | (746,216) | € | 232 | € | 122,307 | € | 207,193 |
See accompanying notes
trivago N.V.
Condensed consolidated statements of cash flows
(€ thousands, unaudited)
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating activities: | ||||
| Net loss | € | (7,795) | € | (8,384) |
| Adjustments to reconcile net loss to net cash used in: | ||||
| Depreciation (property and equipment and internal-use software and website development) | 1,018 | 1,102 | ||
| Share-based compensation | 2,047 | 1,274 | ||
| Deferred income taxes | (2,267) | (2,435) | ||
| Other, net | 890 | (14) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, including related party | (17,822) | (11,364) | ||
| Prepaid expenses and other assets | (698) | 2,204 | ||
| Accounts payable | 10,870 | 9,517 | ||
| Taxes payable/receivable, net | (219) | 1,888 | ||
| Other changes in operating assets and liabilities, net | (125) | (387) | ||
| Net cash used in operating activities | (14,101) | (6,599) | ||
| Investing activities: | ||||
| Proceeds from sales and maturities of investments | — | 25,225 | ||
| Capital expenditures, including internal-use software and website development | (962) | (581) | ||
| Other investing activities, net | 6 | — | ||
| Net cash provided by/(used in) investing activities | (956) | 24,644 | ||
| Financing activities: | ||||
| Payment of withholding taxes on net share settlements of equity awards | (283) | (347) | ||
| Other financing activities, net | (22) | (18) | ||
| Net cash used in financing activities | (305) | (365) | ||
| Effect of exchange rate changes on cash | (135) | 215 | ||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | (15,497) | 17,895 | ||
| Cash, cash equivalents and restricted cash at beginning of the period | 134,087 | 102,189 | ||
| Cash, cash equivalents and restricted cash at end of the period | € | 118,590 | € | 120,084 |
| Supplemental cash flow information: | ||||
| Cash received for interest | € | 700 | € | 782 |
| Cash paid for taxes, net of (refunds) | 396 | (1,845) |
See accompanying notes
trivago N.V.
Notes to the condensed consolidated financial statements (unaudited)
Note 1: Organization and basis of presentation
Description of business
trivago N.V., (“trivago” the “Company,” “us,” “we” and “our”) and its subsidiaries offer online meta-search for hotel and accommodation through online travel agencies (“OTAs”), hotel chains and independent hotels. Our search-driven marketplace, delivered on websites and apps, provides users with a tailored search experience via our proprietary matching algorithms. We generally employ a ‘cost-per-click’ (or “CPC”) pricing structure, allowing advertisers to control their own return on investment and the volume of lead traffic we generate for them. We also offer a ‘cost-per-acquisition’ (or “CPA”) pricing structure, whereby an advertiser pays us a percentage of the booking revenues that ultimately result from a referral.
During 2013, the Expedia Group, Inc. (formerly Expedia, Inc., the "Parent" or "Expedia Group") completed the purchase of a controlling interest in the Company. As of March 31, 2025, Expedia Group’s ownership interest and voting interest in trivago N.V. is 59.4% and 84.0%, respectively.
Basis of presentation
We have prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.
Certain information and note disclosures normally included in the audited annual consolidated financial statements have been condensed or omitted in accordance with SEC rules. The condensed consolidated balance sheet as of December 31, 2024 was derived from our audited consolidated financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements. As such, these interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 20-F for the year ended December 31, 2024, previously filed with the Securities and Exchange Commission (“SEC”).
Seasonality
We experience seasonal fluctuations in the demand for our services as a result of seasonal patterns in travel. For example, searches and consequently our revenue, are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. Our revenue typically decreases in the fourth quarter. Seasonal fluctuations affecting our revenue also affect the timing of our cash flows. We typically invoice once per month, with customary payment terms. Therefore, our cash flow varies seasonally with a slight delay to our revenue, and is significantly affected by the timing of our advertising spending. Changes in the relative revenue share of our offerings in countries and areas where seasonal travel patterns vary from those described above may influence the typical trend of our seasonal patterns in the future.
Accounting estimates
We use estimates and assumptions in the preparation of our interim unaudited condensed consolidated financial statements in accordance with GAAP. Preparation of the interim unaudited condensed consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as revenue and expenses during the periods reported. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited condensed consolidated
financial statements include: leases, recoverability of indefinite-lived intangible assets, income taxes, and share-based compensation.
Note 2: Significant accounting policies
The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three months ended March 31, 2025 are consistent with those discussed in Note 2 to the consolidated financial statements in our Annual Report on Form 20-F for the year ended December 31, 2024, except as updated below.
Recent accounting pronouncements not yet adopted
Income Taxes. In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09 to improve its income tax disclosure requirements. Under the new guidance, public business entities must annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). The new standard is effective for fiscal periods beginning after December 15, 2024. We will incorporate the new guidance in our tax disclosures in our consolidated financial statements for the fiscal year ended December 31, 2025.
Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03 which requires enhanced disaggregated disclosures regarding income statement expenses in a tabular format. The new guidance requires relevant expense captions to be disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement's expense caption, as applicable. Additionally, entities are required to disclose their selling expenses and their definition of selling expenses. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.
Certain risks and concentration of credit risk
Our business is subject to certain risks and concentrations including dependence on relationships with our advertisers, dependence on third-party technology providers, and exposure to risks associated with online commerce security. Our concentration of credit risk relates to depositors holding our cash and customers with significant accounts receivable balances.
Our customer base includes primarily OTAs, hotel chains and independent hotels. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers.
Expedia Group, our controlling shareholder, and its affiliates represent 35% of total revenues for the three months ended March 31, 2025, compared to 36% in the same period in 2024. Expedia Group and its affiliates represent 45% and 44% of total accounts receivable as of March 31, 2025 and December 31, 2024, respectively.
Booking Holdings and its affiliates represent 39% of total revenues for both the three months ended March 31, 2025 and 2024. Booking Holdings and its affiliates represent 27% and 22% of total accounts receivable as of March 31, 2025 and December 31, 2024, respectively.
Deferred revenue
As of December 31, 2024, the deferred revenue balance was €1.0 million, €0.5 million of which was recognized as revenue during the three months ended March 31, 2025.
Foreign currency transaction gains and losses
Foreign currency transaction gains and losses presented within net other income for the three months ended March 31, 2025 and 2024 were as follows:
| Three months ended<br>March 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Foreign exchange gains, net | € | 264 | € | 138 |
Note 3: Fair value measurement
Financial assets measured at fair value on a recurring basis are classified using the fair value hierarchy in the tables below:
| March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | Level 2 | |||||
| Cash equivalents: | ||||||
| Term deposits | € | 80,950 | ||||
| Investments and other assets: | ||||||
| Term deposits | 1,351 | |||||
| Total | € | 82,301 | December 31, 2024 | |||
| --- | --- | --- | ||||
| (in thousands) | Level 2 | |||||
| Cash equivalents: | ||||||
| Term deposits | € | 80,950 | ||||
| Investments and other assets: | ||||||
| Term deposits | 1,351 | |||||
| Total | € | 82,301 |
We value our financial assets using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
We hold term deposit investments with financial institutions. We classify our term deposits within Level 2 in the fair value hierarchy because they are valued at amortized cost, which approximates fair value. Term deposits with a maturity of less than 3 months are classified as cash equivalents, those with a maturity of more than three months but less than one year are classified as short-term investments and those with a maturity of more than one year are classified as investments and other assets. Investments in term deposits with a maturity of more than one year are restricted by long-term obligations related to the campus building.
Assets measured at fair value on a non-recurring basis
Our non-financial assets, such as intangible assets and property and equipment, as well as our non-marketable equity investments, including our equity method investments and investment accounted for under the measurement alternative, are adjusted to fair value when an impairment charge is recognized
or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs.
Note 4: Prepaid expenses and other current assets
| (in thousands) | March 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Prepaid advertising | € | 1,851 | € | 2,135 |
| Other prepaid expenses | 4,787 | 4,022 | ||
| Assets held for sale | — | 100 | ||
| Other assets | 277 | 201 | ||
| Total | € | 6,915 | € | 6,458 |
Note 5: Property and equipment, net
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (in thousands) | ||||
| Building and leasehold improvements | € | 4,121 | € | 4,121 |
| Capitalized software and software development costs | 32,126 | 31,366 | ||
| Computer equipment | 15,577 | 15,478 | ||
| Furniture and fixtures | 3,043 | 3,042 | ||
| Subtotal | € | 54,867 | € | 54,007 |
| Less: accumulated depreciation | 46,691 | 45,797 | ||
| Property and equipment, net | € | 8,176 | € | 8,210 |
Note 6: Share-based awards and other equity instruments
Share-based compensation expense
The following table presents the amount of share-based compensation expense included in our unaudited condensed consolidated statements of operations during the periods presented:
| Three months ended<br>March 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Equity classified awards | € | 1,740 | € | 1,048 |
| Liability classified awards | 307 | 226 | ||
| Total share-based compensation expense | € | 2,047 | € | 1,274 |
Share-based award activity
The following table presents a summary of our share option activity for the three months ended March 31, 2025:
| Options | Weighted<br>average<br>exercise<br>price | Weighted average remaining<br><br>contractual<br><br>life | Aggregate<br>intrinsic<br>value | |
|---|---|---|---|---|
| (in €) | (In years) | (€ in thousands) | ||
| Balance as of January 1, 2025 | 34,454,915 | 0.99 | ||
| Exercised(1) | 34,845 | 0.07 | ||
| Expired | 607,685 | 5.62 | ||
| Balance as of March 31, 2025 | 33,812,385 | 0.88 | 7 | 13,956 |
(1) Inclusive of 17,655 options withheld due to net share settlements to satisfy required employee tax withholding requirements. Potential shares which had been convertible under options that were withheld under net share settlements remain in the authorized but unissued pool under the 2016 Omnibus Incentive Plan and can be issued by the Company. Total payments for the employees' tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.
The following table summarizes information about share options vested and expected to vest as of March 31, 2025:
| Fully Vested and Expected to Vest | Options | Weighted<br>average<br>exercise<br>price | Remaining<br>contractual<br>life | Aggregate<br>intrinsic<br>value |
|---|---|---|---|---|
| (in €) | (In years) | (€ in thousands) | ||
| Outstanding | 22,932,385 | 1.13 | 8 | 9,263 |
| Currently Exercisable | 7,628,990 | 2.75 | 12 | 2,633 |
The following table presents a summary of our restricted stock unit (RSU) activity for the three months ended March 31, 2025:
| RSUs | Weighted average grant date fair value | Weighted average remaining time to vest | |
|---|---|---|---|
| (in €) | (in years) | ||
| Balance as of January 1, 2025 | 3,976,800 | 0.63 | |
| Granted | 2,898,795 | 0.75 | |
| Vested(1) | 676,465 | 1.01 | |
| Cancelled | 9,060 | 1.14 | |
| Balance as of March 31, 2025 | 6,190,070 | 0.64 | 1 |
(1) Inclusive of 347,805 RSUs withheld due to net share settlements to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlements remain in the authorized but unissued pool under the 2016 Omnibus Incentive Plan and can be issued by the Company. Total payments for the employees' tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.
Note 7: Income taxes
Income tax benefit was €2.1 million during the three months ended March 31, 2025, compared to €2.4 million in the same period in 2024. The total weighted-average tax rate was 33.9% during the three months ended March 31, 2025, which was mainly driven by the German statutory tax rate of approximately 31.2% and the estimated permanent effects for the full year. Our effective tax rate during the three months ended March 31, 2025 was 23.9%, compared to 22.2% in the same period in 2024. The change in effective tax rate between the two periods primarily reflects the difference in deferred tax adjustments related to temporary items.
The difference between the weighted average tax rate and the effective tax rate for the three months ended March 31, 2025 is primarily attributable to the share-based compensation expense, which is not deductible for tax purposes.
An uncertain tax position in connection with unrecognized tax benefits relating to the deductibility of expenses amounted to €8.7 million as of March 31, 2025. A liability for these tax benefits is presented within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets.
Note 8: Stockholders' equity
Class A and Class B Common Stock
Our authorized share capital amounts to €234.0 million and is divided into Class A and Class B common stock with par values of €0.06 and €0.60, respectively. As stated in our articles of association, each Class B shareholder can request the conversion one or more Class B shares at any time with the ratio of one Class B share to ten Class A shares. The shareholder will then transfer nine out of every ten Class A shares to the Company for no consideration, leaving the shareholder with one issued Class A share. Upon conversion, the number of authorized Class B shares decreases by the number converted and concurrently, the number of Class A shares increases by ten times the number of Class B shares converted in order to maintain our authorized share capital. At the time of our IPO in 2016, the number of authorized Class A and Class B shares was 700,000,000 and 320,000,000, respectively. These share counts have been adjusted accordingly with each conversion of Class B shares into Class A shares and the current share counts are reflected on the unaudited condensed consolidated balance sheets.
As of March 31, 2025, Class B shares are only held by Expedia Group and Rolf Schrömgens. Refer to Note 1: Organization and basis of presentation for Expedia Group's ownership interest and voting interest. The Class B shares held by Mr. Schrömgens as of March 31, 2025, had an ownership interest and voting interest of 8.1% and 11.4%, respectively.
The ratio of the Company's American Depositary Shares ('ADS') program is one ADS to five Class A shares.
Note 9: Earnings per share
Basic and diluted earnings per share of Class A and Class B common stock is computed by dividing net income/(loss) by the weighted average number of Class A and Class B common stock outstanding during the same period. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method.
The following table presents our basic and diluted earnings per share:
| Three months ended<br>March 31, | ||||
|---|---|---|---|---|
| (€ thousands, except per share data) | 2025 | 2024 | ||
| Numerator: | ||||
| Net loss | € | (7,795) | € | (8,384) |
| Denominator: | ||||
| Weighted average shares of Class A and Class B common stock outstanding: | ||||
| Basic | 351,702 | 348,824 | ||
| Diluted | 351,702 | 348,824 | ||
| Net loss per share: | ||||
| Basic | € | (0.02) | € | (0.02) |
| Diluted | (0.02) | (0.02) |
For the three months ended March 31, 2025 and 2024, approximately 34 million and 22 million, respectively, of outstanding stock-based awards have been excluded from the calculations of diluted net loss per share because their effect would have been antidilutive.
Note 10: Commitments and contingencies
Legal proceeding
One purported class action has been filed in Israel, making allegations about our advertising and/or display practices, such as search results rankings and algorithms, and discount claims. A pre-trial case management hearing took place on October 1, 2024. The court ordered trivago to provide certain information to the plaintiff. Pursuant to the court's recommendation, the parties initiated mediation procedures to evaluate possibilities for an amicable resolution of the matter in December 2024. These procedures are currently ongoing.
Note 11: Related party transactions
Relationships with Expedia
We have commercial relationships with Expedia Group, Inc. and many of its affiliated brands, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Hotwire, Wotif, Vrbo and ebookers. These arrangements are terminable at will upon fourteen to thirty days prior notice by either party and on customary commercial terms that enable Expedia Group’s brands to advertise on our platform, and we receive payment for users we refer to them. We also have an agreement with Expedia Partner Solutions ("EPS"), where EPS powers our platform with a template (Hotels.com for partners). Related-party revenue from Expedia Group primarily consists of click-through fees and other advertising services provided to Expedia Group and its affiliates.
Related-party revenue from Expedia Group and its affiliates was €43.4 million for the three months ended March 31, 2025, compared to €37.0 million in the same period in 2024. These amounts are recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. Related-party revenue represented 35% of our total revenue for the three months ended March 31, 2025, compared to 36% in the same period in 2024, respectively.
For the three months ended March 31, 2025 and 2024, we did not incur significant operating expenses from related-party services and support agreements with Expedia Group.
The related party trade receivable balances with Expedia Group and its affiliates as of March 31, 2025 and December 31, 2024 were €29.4 million and €20.8 million, respectively.
UBIO Limited
Effective January 1, 2025 we renewed the commercial agreement with our existing partner UBIO Limited to increase the number of directly bookable rates available on our website for an additional 12-month period. This agreement will extend by subsequent 12 month periods, unless it is terminated by either party with 90 days prior notice at the end of each period. The agreement includes an annual minimum commitment of €0.8 million (GBP 0.7 million).
Our operating expenses related to this partner were €0.2 million and €0.3 million for the three months ended March 31, 2025 and 2024, respectively.
Holisto Limited
We entered into an equity method investment in Holisto Limited on July 30, 2024. Related-party revenue, consisting mainly of click-through fees from Holisto Limited was €2.5 million for the three months ended March 31, 2025. These amounts are recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. The related party trade receivable balances with Holisto Limited as of March 31, 2025 and December 31, 2024 were €0.8 million and €0.5 million, respectively.
Our operating expenses related to this partner were €0.3 million for the three months ended March 31, 2025.
Note 12: Segment information
Management has identified three reportable segments: Americas, Developed Europe and Rest of World (RoW). Our Americas segment is comprised of Argentina, Brazil, Canada, Chile, Colombia, Ecuador, Mexico, Peru, the United States and Uruguay. Our Developed Europe segment is comprised of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Our RoW segment is comprised of all other countries where trivago operates. Our investment in Holisto Limited met the criteria for an operating segment, however, it does not meet the quantitative thresholds of a separate reportable segment.
Our chief operating decision makers ("CODMs") are our managing directors comprised of the Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, and Chief Product Officer. We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Return on Advertising Spend, ("ROAS") contribution, for each of our reportable segments, which compares Referral Revenue to Advertising Spend. ROAS includes the allocation of revenue by segment which is based on the location of the website, or domain name, regardless of where the consumer resides. This is consistent with how management monitors and runs the business.
Our CODMs use ROAS contribution to allocate resources for each reportable segment predominantly in the annual budget and forecasting process. The CODMs consider budget-to-actual variances on a monthly basis using ROAS contribution when making decisions about the allocation of Advertising Spend to the reportable segments. The CODMs also use ROAS contribution to assess the performance for each reportable segment.
Corporate and Eliminations also includes all corporate functions and expenses except for direct advertising. In addition, we record amortization of intangible assets and any related impairment, impairment of goodwill, share-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other taxes, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliations below.
The following tables present our segment information for the three months ended March 31, 2025 and 2024. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
| Three months ended March 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (€ thousands) | Developed Europe | Americas | Rest of World | Corporate & Eliminations | Total | |||||
| Referral Revenue | € | 52,297 | € | 44,913 | € | 26,184 | € | — | € | 123,394 |
| Subscription revenue | — | — | — | 478 | 478 | |||||
| Other revenue | — | — | — | 236 | 236 | |||||
| Total revenue | € | 52,297 | € | 44,913 | € | 26,184 | € | 714 | € | 124,108 |
| Advertising Spend | 39,031 | 43,719 | 21,770 | — | 104,520 | |||||
| ROAS contribution | € | 13,266 | € | 1,194 | € | 4,414 | € | 714 | € | 19,588 |
| Costs and expenses: | ||||||||||
| Cost of revenue, including related party, excluding amortization | 2,719 | |||||||||
| Other selling and marketing, including related party(1) | 5,699 | |||||||||
| Technology and content, including related party | 13,401 | |||||||||
| General and administrative, including related party | 7,331 | |||||||||
| Operating loss | € | (9,562) | ||||||||
| Other income/(expense) | ||||||||||
| Interest expense | (3) | |||||||||
| Interest income | 736 | |||||||||
| Other, net | 268 | |||||||||
| Total other income, net | € | 1,001 | ||||||||
| Loss before income taxes | € | (8,561) | ||||||||
| Benefit for income taxes | (2,050) | |||||||||
| Loss before equity method investments | € | (6,511) | ||||||||
| Loss from equity method investments | (1,284) | |||||||||
| Net loss | € | (7,795) |
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
| Three months ended March 31, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (€ thousands) | Developed Europe | Americas | Rest of World | Corporate & Eliminations | Total | |||||
| Referral Revenue | € | 43,891 | € | 38,086 | € | 18,210 | € | — | € | 100,187 |
| Subscription revenue | — | — | — | 579 | 579 | |||||
| Other revenue | — | — | — | 664 | 664 | |||||
| Total revenue | € | 43,891 | € | 38,086 | € | 18,210 | € | 1,243 | € | 101,430 |
| Advertising Spend | 36,270 | 33,260 | 14,553 | — | 84,083 | |||||
| ROAS contribution | € | 7,621 | € | 4,826 | € | 3,657 | € | 1,243 | € | 17,347 |
| Costs and expenses: | ||||||||||
| Cost of revenue, including related party, excluding amortization | 3,027 | |||||||||
| Other selling and marketing, including related party(1) | 4,753 | |||||||||
| Technology and content, including related party | 12,544 | |||||||||
| General and administrative, including related party | 8,559 | |||||||||
| Amortization of intangible assets | 23 | |||||||||
| Operating loss | € | (11,559) | ||||||||
| Other income/(expense) | ||||||||||
| Interest expense | (5) | |||||||||
| Interest income | 869 | |||||||||
| Other, net | (23) | |||||||||
| Total other income, net | € | 841 | ||||||||
| Loss before income taxes | € | (10,718) | ||||||||
| Benefit for income taxes | (2,381) | |||||||||
| Loss before equity method investment | € | (8,337) | ||||||||
| Loss from equity method investment | (47) | |||||||||
| Net loss | € | (8,384) |
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
Note 13: Subsequent events
On April 29, 2025, we exercised our call option to acquire all remaining equity interest in Holisto Ltd. The purchase price is expected to be around USD 26 million in cash, subject to certain adjustment procedures. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to be consummated by mid-year 2025. Upon consummation, Holisto Ltd. will become a fully consolidated subsidiary of trivago N.V. Holisto Ltd. is an AI-driven travel technology platform that serves as a hotel rate aggregator and white-label booking engine provider.
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