UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 14, 2015
HomeAway, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35215 | 20-0970381 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1011 W. Fifth Street, Suite 300
Austin, Texas 78703
(Address of principal executive offices) (Zip Code)
(512) 684-1100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
As previously reported, on November 4, 2015, HomeAway, Inc. (HomeAway), Expedia, Inc., a Delaware corporation (Expedia), and HMS 1 Inc., a Delaware corporation and a direct 100 percent owned subsidiary of Expedia (Purchaser), entered into an Agreement and Plan of Reorganization (the Merger Agreement).
Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth in the Merger Agreement, Purchaser commenced an exchange offer (the Offer) to purchase any and all of the outstanding shares of HomeAway common stock. The exchange offer is scheduled to expire at 12:00 midnight, Eastern standard time, at the end of December 14, 2015.
As soon as practicable following the consummation of the Offer, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Purchaser will be merged with and into HomeAway (the First Merger), with HomeAway surviving the First Merger and (ii) immediately following the First Merger, HomeAway will be merged with and into Expedia (the Second Merger and together with the First Merger, the Mergers), with Expedia surviving the Second Merger.
On December 1, 2015, Expedia entered into an agreement for the private placement of $750 million of 5.000% senior unsecured notes due 2026 (the Notes). The private placement of the Notes was completed on December 8, 2015. The Notes were issued pursuant to an indenture dated as of December 8, 2015 (the Indenture) between Expedia, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee of the Notes (the Trustee).
Pursuant to the Indenture, the Notes are required to be guaranteed by certain of Expedias domestic subsidiaries and certain future domestic subsidiaries of Expedia. At the effective time of the First Merger, HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will enter into a supplement to the Indenture (the Supplemental Indenture) whereby HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will become guarantors of the Notes. At the effective time of the Second Merger, HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will remain guarantors of the Notes. HomeAway will have merged with and into Expedia, which is an obligor under the Notes. Under the Indenture, the guarantees are full, unconditional and joint and several with the exception of certain customary automatic subsidiary release conditions.
Pursuant to a registration rights agreement dated as of December 8, 2015 (the Registration Rights Agreement) among Expedia, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers of the Notes, Expedia agreed to use commercially reasonable best efforts to (i) file an exchange offer registration statement with respect to an offer to exchange the Notes and the guarantees thereof for substantially identical Notes and guarantees that are registered under the Securities Act of 1933, as amended (the Securities Act and such offer, the Exchange Offer); (ii) cause the Exchange Offer registration statement to become effective; and (iii) consummate the Exchange Offer or, if required in lieu thereof, file a shelf registration statement and have it declared effective, in each case, within 365 days of issuance of the Notes. If Expedia fails to satisfy certain of its obligations under the Registration Rights Agreement (a Registration Default), it will be required to pay additional interest of 0.25% per annum to the holders of the Notes until such Registration Default is cured.
In contemplation of the closing of the Mergers and the ultimate registration of the Notes, certain condensed consolidated financial information is included in footnote 16 to Exhibit 99.1 and footnote 13 to Exhibit 99.2. This condensed consolidated financial information has been prepared to reflect, among other things, the effectiveness of the Mergers and HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) being guarantors of the Notes (and HomeAway as an obligor of the Notes as a result of its merger with and into Expedia).
The description of the Merger Agreement and the Mergers do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to HomeAways periodic filing on Form 8-K filed on November 5, 2015 and incorporated by reference herein.
Forward Looking Statements
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as will, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements herein that describe the scheduled expiration of the exchange offer, the Mergers and the Supplemental Indenture, including their financial and operational impact, and other statements of beliefs, intentions or expectations also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Expedia or HomeAway stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the scheduled expiration of the exchange offer; the ability of the parties to consummate the Mergers on a timely basis or at all; the ability of Expedia to successfully integrate HomeAways operations; the ability of Expedia to implement its plans, forecasts and other expectations with respect to HomeAways business after the completion of the transaction and realize expected synergies; business disruption following the Mergers; and the other risks and important factors contained and identified in Expedias and HomeAways filings with the Securities and Exchange Commission, such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included herein are made only as of the date hereof. Neither Expedia nor HomeAway undertakes any obligation to update the forward-looking statements to reflect subsequent events or circumstances, except as required by law.
Item 9.01 | Financial Statements and Exhibits. |
(d) List of Exhibits
Exhibit |
Description | |
23.1 | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | |
99.1 | Item 8 of Part II to HomeAways Annual Report on Form 10-K for the year ended December 31, 2014, revised only to reflect certain condensed consolidating financial information of subsidiary guarantors and non-guarantors. | |
99.2 | Item 1 of Part I to HomeAways Quarterly Report on Form 10-Q for the nine months ended September 30, 2015, revised only to reflect certain condensed consolidating financial information of subsidiary guarantors and non-guarantors. | |
101 | The following materials from HomeAways Annual Report on Form 10-K for the year ended December 31, 2014 and HomeAways Quarterly Report on Form 10-Q for the nine months ended September 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Cash Flows, and (v) Condensed Notes to Consolidated Financial Statement. |
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 hereunto duly authorized.
Date: December 14, 2015 | HOMEAWAY, INC. | |||||
By: | /s/ Lynn Atchison | |||||
Lynn Atchison | ||||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
23.1 | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | |
99.1 | Item 8 of Part II to HomeAways Annual Report on Form 10-K for the year ended December 31, 2014, revised only to reflect certain condensed consolidating financial information of subsidiary guarantors and non-guarantors. | |
99.2 | Item 1 of Part I to HomeAways Quarterly Report on Form 10-Q for the nine months ended September 30, 2015, revised only to reflect certain condensed consolidating financial information of subsidiary guarantors and non-guarantors. | |
101 | The following materials from HomeAways Annual Report on Form 10-K for the year ended December 31, 2014 and HomeAways Quarterly Report on Form 10-Q for the nine months ended September 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Cash Flows, and (v) Condensed Notes to Consolidated Financial Statement. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-202310, 333-175371, No. 333-192743 and No. 333-194189) and Form S-3 ASR (No. 333-192750) of HomeAway, Inc. of our report dated February 25, 2015, except with respect to our opinion on the consolidated financial statements insofar as it relates to the guarantor and non-guarantor financial information discussed in Note 16 as to which the date is December 14, 2015, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Current Report on Form 8-K dated December 14, 2015.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
December 14, 2015
Exhibit 99.1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of HomeAway, Inc.:
In our opinion, the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders equity and cash flows present fairly, in all material respects, the financial position of HomeAway, Inc. and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the accompanying financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing under Item 9A in HomeAway, Inc.s Annual Report on Form 10-K for the year ended December 31, 2014. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
February 25, 2015, except with respect to our opinion on the consolidated financial statements insofar as it relates to the guarantor and non-guarantor financial information discussed in Note 16 as to which the date is December 14, 2015
1
Consolidated Balance Sheets
(In thousands, except for share and per share information)
December 31, | ||||||||
2014 | 2013 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 292,325 | $ | 324,608 | ||||
Short-term investments |
520,844 | 66,798 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $663 and $1,038 as of December 31, 2014 and 2013, respectively |
23,189 | 20,375 | ||||||
Income tax receivable |
1,900 | 3,340 | ||||||
Prepaid expenses and other current assets |
17,913 | 9,309 | ||||||
Deferred tax assets |
8,774 | 8,146 | ||||||
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|
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Total current assets |
864,945 | 432,576 | ||||||
Property and equipment, net |
56,173 | 39,807 | ||||||
Goodwill |
493,671 | 507,611 | ||||||
Intangible assets, net |
70,456 | 80,665 | ||||||
Non-marketable investments |
35,285 | 10,112 | ||||||
Deferred tax assets |
1,545 | 1,120 | ||||||
Other non-current assets |
8,053 | 8,781 | ||||||
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Total assets |
$ | 1,530,128 | $ | 1,080,672 | ||||
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Liabilities, redeemable noncontrolling interests and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 8,281 | $ | 3,539 | ||||
Income tax payable |
1,344 | 1,992 | ||||||
Accrued expenses |
50,255 | 54,625 | ||||||
Deferred revenue |
170,522 | 151,991 | ||||||
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Total current liabilities |
230,402 | 212,147 | ||||||
Convertible senior notes, net |
316,181 | | ||||||
Deferred revenue, less current portion |
3,179 | 2,983 | ||||||
Deferred tax liabilities |
26,624 | 24,046 | ||||||
Other non-current liabilities |
12,192 | 7,557 | ||||||
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Total liabilities |
588,578 | 246,733 | ||||||
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Commitments and contingencies (see Note 8) |
||||||||
Redeemable noncontrolling interests (see Note 10) |
9,742 | 10,584 | ||||||
Stockholders equity |
||||||||
Common stock: $0.0001 par value; 350,000,000 shares authorized; 94,515,344 and 92,361,069 shares issued and outstanding as of December 31, 2014 and 2013, respectively |
9 | 9 | ||||||
Additional paid-in capital |
1,022,586 | 908,632 | ||||||
Accumulated other comprehensive loss |
(28,053 | ) | (6,747 | ) | ||||
Accumulated deficit |
(62,734 | ) | (78,539 | ) | ||||
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|
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Total stockholders equity |
931,808 | 823,355 | ||||||
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|
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Total liabilities and stockholders equity |
$ | 1,530,128 | $ | 1,080,672 | ||||
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The accompanying notes are an integral part of these financial statements.
2
Consolidated Statements of Operations
(In thousands, except for per share information)
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: |
||||||||||||
Listing |
$ | 371,939 | $ | 294,661 | $ | 238,413 | ||||||
Other |
74,823 | 51,828 | 41,991 | |||||||||
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|||||||
Total revenue |
446,762 | 346,489 | 280,404 | |||||||||
Costs and expenses: |
||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
67,612 | 54,638 | 45,342 | |||||||||
Product development |
77,082 | 58,226 | 43,152 | |||||||||
Sales and marketing |
154,995 | 112,967 | 93,366 | |||||||||
General and administrative |
93,131 | 75,169 | 56,311 | |||||||||
Amortization expense |
13,916 | 11,668 | 12,438 | |||||||||
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Total costs and expenses |
406,736 | 312,668 | 250,609 | |||||||||
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Operating income |
40,026 | 33,821 | 29,795 | |||||||||
Other income (expense): |
||||||||||||
Interest expense |
(13,333 | ) | | | ||||||||
Interest income |
1,728 | 1,211 | 928 | |||||||||
Other expense, net |
(7,182 | ) | (6,017 | ) | (2,587 | ) | ||||||
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Total other income (expense) |
(18,787 | ) | (4,806 | ) | (1,659 | ) | ||||||
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Income before income taxes |
21,239 | 29,015 | 28,136 | |||||||||
Income tax expense |
(7,272 | ) | (11,724 | ) | (13,175 | ) | ||||||
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Net income |
13,967 | 17,291 | 14,961 | |||||||||
Less: Impact of noncontrolling interests, net of tax |
583 | (395 | ) | | ||||||||
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Net income attributable to HomeAway, Inc. |
13,384 | 17,686 | 14,961 | |||||||||
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Net income per share attributable to HomeAway, Inc.: |
||||||||||||
Basic |
$ | 0.14 | $ | 0.21 | $ | 0.18 | ||||||
Diluted |
$ | 0.14 | $ | 0.20 | $ | 0.18 | ||||||
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Weighted average number of shares outstanding: |
||||||||||||
Basic |
93,727 | 85,378 | 82,382 | |||||||||
Diluted |
96,481 | 88,259 | 84,942 | |||||||||
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The accompanying notes are an integral part of these financial statements.
3
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income |
$ | 13,967 | $ | 17,291 | $ | 14,961 | ||||||
Other comprehensive income (loss): |
||||||||||||
Foreign currency translation adjustments (net of tax) |
(20,524 | ) | (1,198 | ) | 767 | |||||||
Unrealized gain (loss) on short-term investments (net of tax) |
(782 | ) | (99 | ) | 263 | |||||||
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Total other comprehensive income (loss) |
(21,306 | ) | (1,297 | ) | 1,030 | |||||||
Less: Comprehensive loss attributable to noncontrolling interests |
(1,802 | ) | (395 | ) | | |||||||
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Comprehensive income (loss) attributable to HomeAway, Inc. |
$ | (5,537 | ) | $ | 16,389 | $ | 15,991 | |||||
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The accompanying notes are an integral part of these financial statements.
4
Consolidated Statements of Changes in Stockholders Equity
(In thousands)
Common Stock | Additional Paid-In Capital |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit |
Total Stockholders Equity |
||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||
Balance at December 31, 2011 |
80,685 | $ | 8 | $ | 558,667 | $ | (6,480 | ) | $ | (111,186 | ) | $ | 441,009 | |||||||||||
Issuance of stock under Company plans, net of shares withheld for taxes |
2,756 | | 25,878 | | | 25,878 | ||||||||||||||||||
Stock-based compensation |
| | 27,033 | | | 27,033 | ||||||||||||||||||
Excess tax benefits related to employee stock options, net |
| | 7,122 | | | 7,122 | ||||||||||||||||||
Other comprehensive income |
| | | 1,030 | | 1,030 | ||||||||||||||||||
Net income attributable to HomeAway, Inc. |
| | | | 14,961 | 14,961 | ||||||||||||||||||
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Balance at December 31, 2012 |
83,441 | 8 | 618,700 | (5,450 | ) | (96,225 | ) | 517,033 | ||||||||||||||||
Issuance of stock under Company plans, net of shares withheld for taxes |
3,420 | 1 | 48,472 | | | 48,473 | ||||||||||||||||||
Stock-based compensation |
| | 37,887 | | | 37,887 | ||||||||||||||||||
Issuance of common stock in connection with follow-on offering, net of offering costs |
5,500 | | 195,347 | | | 195,347 | ||||||||||||||||||
Excess tax benefits related to employee stock options, net |
| | 8,226 | | | 8,226 | ||||||||||||||||||
Other comprehensive loss |
| | | (1,297 | ) | | (1,297 | ) | ||||||||||||||||
Net income attributable to HomeAway, Inc. |
| | | | 17,686 | 17,686 | ||||||||||||||||||
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Balance at December 31, 2013 |
92,361 | 9 | 908,632 | (6,747 | ) | (78,539 | ) | 823,355 | ||||||||||||||||
Issuance of stock under Company plans, net of shares withheld for taxes |
2,154 | | 25,386 | | | 25,386 | ||||||||||||||||||
Stock-based compensation |
| | 48,518 | | | 48,518 | ||||||||||||||||||
Equity component of convertible note issuance, net |
| | 87,303 | | | 87,303 | ||||||||||||||||||
Purchase of convertible note hedge |
| | (85,853 | ) | | | (85,853 | ) | ||||||||||||||||
Sale of warrants |
| | 38,278 | | | 38,278 | ||||||||||||||||||
Excess tax benefits related to employee stock options, net |
| | 2,743 | | | 2,743 | ||||||||||||||||||
Other comprehensive income (loss) |
| | | (21,306 | ) | | (21,306 | ) | ||||||||||||||||
Net income attributable to HomeAway, Inc. (see Note 10) |
| | (2,421 | ) | | 15,805 | 13,384 | |||||||||||||||||
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Balance at December 31, 2014 |
94,515 | $ | 9 | $ | 1,022,586 | $ | (28,053 | ) | $ | (62,734 | ) | $ | 931,808 | |||||||||||
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The accompanying notes are an integral part of these financial statements.
5
Consolidated Statements of Cash Flows
(in thousands) | Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 13,967 | $ | 17,291 | $ | 14,961 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation |
16,926 | 13,399 | 11,051 | |||||||||
Amortization of intangible assets |
13,916 | 11,668 | 12,438 | |||||||||
Amortization of debt discount and transaction costs |
13,176 | | | |||||||||
Amortization of premiums on securities and other |
7,212 | 4,030 | 2,409 | |||||||||
Stock-based compensation |
48,518 | 37,887 | 27,033 | |||||||||
Excess tax benefit from stock-based compensation |
(3,092 | ) | (8,226 | ) | (7,122 | ) | ||||||
Deferred income taxes |
(1,664 | ) | (1,455 | ) | (3,119 | ) | ||||||
Unrealized foreign exchange (gain) loss |
6,183 | 2,450 | 817 | |||||||||
Realized loss on foreign currency forwards |
328 | 2,926 | 1,910 | |||||||||
Changes in operating assets and liabilities, net of assets and liabilities assumed in business combinations: |
||||||||||||
Accounts receivable |
(3,625 | ) | (1,790 | ) | 251 | |||||||
Income tax receivable |
571 | (2,506 | ) | (672 | ) | |||||||
Prepaid expenses and other assets |
(4,386 | ) | 878 | (6,987 | ) | |||||||
Accounts payable |
2,491 | (3,348 | ) | 3,376 | ||||||||
Accrued expenses |
241 | 11,081 | 4,457 | |||||||||
Income tax payable |
2,305 | (1,006 | ) | 11,486 | ||||||||
Deferred revenue |
27,222 | 21,219 | 22,401 | |||||||||
Other non-current liabilities |
5,075 | (136 | ) | 713 | ||||||||
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Net cash provided by operating activities |
145,364 | 104,362 | 95,403 | |||||||||
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Cash flows from investing activities |
||||||||||||
Acquisition of businesses, net of cash acquired |
(17,847 | ) | (205,470 | ) | (16,207 | ) | ||||||
Change in restricted cash |
(501 | ) | (492 | ) | 773 | |||||||
Purchases of intangibles and other assets |
(473 | ) | (625 | ) | (251 | ) | ||||||
Purchases of non-marketable investments |
(25,148 | ) | (3,667 | ) | (6,446 | ) | ||||||
Purchases of short-term investments |
(575,606 | ) | (129,782 | ) | (57,080 | ) | ||||||
Proceeds from maturities and redemptions of marketable securities |
109,516 | 46,679 | 40,406 | |||||||||
Proceeds from sales of marketable securities |
4,358 | 92,527 | | |||||||||
Net settlement of foreign currency forwards |
(328 | ) | (2,926 | ) | (1,910 | ) | ||||||
Purchases of property and equipment |
(31,647 | ) | (19,616 | ) | (17,260 | ) | ||||||
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|||||||
Net cash used in investing activities |
(537,676 | ) | (223,372 | ) | (57,975 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities |
||||||||||||
Repurchase of redeemable noncontrolling interests |
(1,461 | ) | | | ||||||||
Proceeds from borrowings on convertible senior notes, net |
390,978 | | | |||||||||
Proceeds from issuance of warrants |
38,278 | | | |||||||||
Purchase of convertible note hedge |
(85,853 | ) | | | ||||||||
Other financing activities |
(919 | ) | | | ||||||||
Proceeds from exercise of options to purchase common stock |
25,386 | 48,473 | 25,878 | |||||||||
Proceeds from follow-on offering, net of offering costs |
| 195,348 | | |||||||||
Excess tax benefit from stock-based compensation |
3,092 | 8,226 | 7,122 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
369,501 | 252,047 | 33,000 | |||||||||
|
|
|
|
|
|
|||||||
Effect of exchange rate changes on cash |
(9,472 | ) | 2,093 | 842 | ||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents |
(32,283 | ) | 135,130 | 71,270 | ||||||||
Cash and cash equivalents at beginning of year |
324,608 | 189,478 | 118,208 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
$ | 292,325 | $ | 324,608 | $ | 189,478 | ||||||
|
|
|
|
|
|
|||||||
Cash paid for interest |
$ | 253 | $ | | $ | | ||||||
Cash paid for taxes |
$ | 1,385 | $ | 13,841 | $ | 9,105 | ||||||
Supplemental disclosure of non-cash investing and financing activities |
||||||||||||
Changes to accrued capital expenditures |
$ | 2,403 | $ | 317 | $ | 541 | ||||||
Changes to redemption value of noncontrolling interests |
$ | 2,421 | $ | | $ | |
The accompanying notes are an integral part of these financial statements.
6
Notes to Consolidated Financial Statements
1. Description of Business
HomeAway, Inc. (the Company) operates an online vacation rental property marketplace that enables property owners and managers to market properties available for rental to vacation travelers who rely on the Companys websites to search for and find available properties. Property owners and managers pay listing fees to provide detailed listings of their properties on the Companys websites and reach a broad audience of travelers seeking vacation rentals. Listing fees are typically annual subscriptions or payments on a performance basis, based on bookings or inquiries made by travelers to property owners and managers. A listing includes published detailed property listings, including photographs, descriptions, location, pricing, availability and contact information. The Company also sells, itself or through third parties, complementary products, including travel guarantees, insurance products and property management software and services. Travelers use the network of websites to search for vacation rentals that meet their desired criteria, including location, size and price. Travelers that find properties that meet their requirements through the Companys marketplace are able to make reservations online or contact property owners and managers directly by phone or through form-based communication tools on the Companys websites.
The Company is a Delaware corporation headquartered in Austin, Texas.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of HomeAway, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated in consolidation.
Business Segment
The Company has one operating segment consisting of various products and services related to its online marketplace of accommodation rental listings. The Companys chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Companys future results of operations and financial position. Significant items subject to estimates and assumptions include certain revenues, the allowance for doubtful accounts, the fair value of short-term investments, the carrying amounts of goodwill and other indefinite-lived intangible assets, depreciation and amortization, the valuation of stock options, deferred income taxes and the fair value of noncontrolling interests.
7
Fair Value of Financial Instruments
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1: | Valuations based on quoted prices for identical assets and liabilities in active markets. | |
Level 2: | Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |
Level 3: | Valuations based on unobservable inputs reflecting the Companys own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
The following section describes the valuation methodologies used to measure certain financial assets and financial liabilities at fair value.
Cash Equivalents, Restricted Cash and Short-Term Investments
The Companys cash equivalents, restricted cash and short-term investments classified as Level 1 are valued using quoted prices generated by market transactions involving identical assets. Short-term investments classified as Level 2 are valued using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments in active markets; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. The Company did not hold any cash equivalents, restricted cash or short-term investments categorized as Level 3 as of December 31, 2014 or 2013.
Short-term investments include time deposits, corporate bonds, municipal bonds and commercial paper and are classified as available-for-sale and reported at fair value using the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a component of other comprehensive income (loss), net of related estimated tax provisions or benefits. Additionally, the Company periodically assesses whether an other than temporary impairment loss on investments has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other than temporary are recorded as an impairment in the consolidated statement of operations. The Company did not record any impairments of its investments for any of the periods presented.
The carrying amounts of certain of the Companys financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities and deferred revenue approximate fair value because of the relatively short maturity of these instruments.
8
The following table summarizes the basis used to measure certain financial assets at fair value on a recurring basis in the Companys consolidated balance sheets at December 31, 2014 (in thousands):
Balance as of December 31, 2014 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
$ | 183,008 | $ | 183,008 | $ | | $ | | ||||||||
Municipal bonds |
1,001 | | 1,001 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents |
184,009 | 183,008 | 1,001 | | ||||||||||||
Restricted cash |
||||||||||||||||
Time deposits |
2,058 | | 2,058 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total restricted cash |
2,058 | | 2,058 | | ||||||||||||
Short-term investments |
||||||||||||||||
Certificates of deposit |
21,726 | | 21,726 | | ||||||||||||
Corporate bonds |
353,212 | | 353,212 | | ||||||||||||
Municipal bonds |
140,406 | | 140,406 | | ||||||||||||
International government bonds |
1,501 | | 1,501 | | ||||||||||||
Commercial paper |
3,999 | | 3,999 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
520,844 | | 520,844 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 706,911 | $ | 183,008 | $ | 523,903 | $ | | ||||||||
|
|
|
|
|
|
|
|
The following table summarizes the basis used to measure certain financial assets at fair value on a recurring basis in the Companys consolidated balance sheets at December 31, 2013 (in thousands):
Balance as of December 31, 2013 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
$ | 26,451 | $ | 26,451 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents |
26,451 | 26,451 | | | ||||||||||||
Restricted cash |
||||||||||||||||
Money market funds |
758 | 758 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total restricted cash |
758 | 758 | | | ||||||||||||
Short-term investments |
||||||||||||||||
Time deposits |
2,054 | | 2,054 | | ||||||||||||
Corporate bonds |
33,257 | | 33,257 | | ||||||||||||
Municipal bonds |
31,487 | | 31,487 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
66,798 | | 66,798 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 94,007 | $ | 27,209 | $ | 66,798 | $ | | ||||||||
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
Cash and cash equivalents include investments in money market funds, corporate and municipal bonds and time deposits that are readily convertible into cash. Cash and cash equivalents are stated at cost, which approximates fair value. The Company considers all highly liquid investments purchased with an original
9
maturity date of three months or less to be cash equivalents. Cash and cash equivalents consisted of the following at December 31, 2014 and December 31, 2013 (in thousands):
December 31, | ||||||||
2014 | 2013 | |||||||
Demand deposit accounts |
$ | 108,316 | $ | 298,157 | ||||
Money market funds |
183,008 | 26,451 | ||||||
Municipal bonds |
1,001 | | ||||||
|
|
|
|
|||||
Total |
$ | 292,325 | $ | 324,608 | ||||
|
|
|
|
Restricted Cash
Restricted cash of $2,492,000 and $2,180,000 at December 31, 2014 and December 31, 2013, respectively, was held in accounts owned by the Company in conjunction with property license requirements, leased office space and to secure credit card availability and reimbursable direct debits due from the Company.
Short-term Investments
Short-term investments generally consist of marketable securities that have original maturities greater than ninety days as of the date of purchase. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations, including those with contractual maturities greater than one year from the date of purchase, are classified as short-term. The Companys investment securities are classified as available-for-sale and are presented at estimated fair value with any unrealized gains and losses included in other comprehensive income (loss).
Cash flows from purchases, sales and maturities of available-for-sale securities are classified as cash flows from investing activities and reported gross, including any related premiums or discounts. Premiums related to purchases of available-for-sale securities were $13,187,000 and $8,065,000 during the year ended December 31, 2014 and 2013, respectively. Fair values are based on quoted market prices. Short-term investments consisted of the following at December 31, 2014 and December 31, 2013 (in thousands):
December 31, 2014 | ||||||||||||||||
Gross Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||
Time deposits |
$ | 21,726 | $ | | $ | | $ | 21,726 | ||||||||
Corporate bonds |
353,957 | 7 | (752 | ) | 353,212 | |||||||||||
Municipal bonds |
140,455 | 45 | (94 | ) | 140,406 | |||||||||||
International government bonds |
1,504 | | (3 | ) | 1,501 | |||||||||||
Commercial paper |
3,999 | | | 3,999 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
$ | 521,641 | $ | 52 | $ | (849 | ) | $ | 520,844 | |||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2013 | ||||||||||||||||
Gross Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||
Time deposits |
$ | 2,055 | $ | | $ | (1 | ) | $ | 2,054 | |||||||
Corporate bonds |
33,274 | 33 | (50 | ) | 33,257 | |||||||||||
Municipal bonds |
31,486 | 16 | (15 | ) | 31,487 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
$ | 66,815 | $ | 49 | $ | (66 | ) | $ | 66,798 | |||||||
|
|
|
|
|
|
|
|
10
For fixed income securities that have unrealized losses as of December 31, 2014, the Company does not have the intent to sell any of these investments and it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company has evaluated these fixed income securities and determined that no credit losses exist. Accordingly, the Company has determined that the unrealized losses on fixed income securities as of December 31, 2014 were temporary in nature.
The following table summarizes the contractual underlying maturities of the Companys short-term investments at December 31, 2014 and December 31, 2013 (in thousands):
December 31, 2014 | ||||||||||||
Less than 1 Year |
1 to 3 Years | Total | ||||||||||
Time deposits |
$ | 21,479 | $ | 247 | $ | 21,726 | ||||||
Corporate bonds |
240,570 | 112,642 | 353,212 | |||||||||
Municipal bonds |
87,615 | 52,791 | 140,406 | |||||||||
International government bonds |
1,501 | | 1,501 | |||||||||
Commercial paper |
3,999 | | 3,999 | |||||||||
|
|
|
|
|
|
|||||||
Total short-term investments |
$ | 355,164 | $ | 165,680 | $ | 520,844 | ||||||
|
|
|
|
|
|
|||||||
December 31, 2013 | ||||||||||||
Less than 1 Year |
1 to 3 Years | Total | ||||||||||
Time deposits |
$ | 500 | $ | 1,554 | $ | 2,054 | ||||||
Corporate bonds |
11,164 | 22,093 | 33,257 | |||||||||
Municipal bonds |
3,031 | 28,456 | 31,487 | |||||||||
|
|
|
|
|
|
|||||||
Total short-term investments |
$ | 14,695 | $ | 52,103 | $ | 66,798 | ||||||
|
|
|
|
|
|
Non-marketable Cost Investment
During the year ended December 31, 2014, the Company invested an additional $9,385,000 for a non-controlling equity interest in a privately-held company in China. As of December 31, 2014, the total carrying value of the Companys investment in the privately-held company was $19,498,000. Also during 2014, the Company invested $15,000,000 for a non-controlling equity interest in a privately-held company in the United States that operates a travel research application and website.
The Companys investment in these privately-held companies is reported using the cost method of accounting or marked down to fair value when an event or circumstance indicates an other-than-temporary decline in value has occurred. No event or circumstance indicating an other-than-temporary decline in value of the Companys interest in the non-marketable cost investments was identified. These investments are recorded in other non-current assets on the consolidated balance sheets.
Accounts Receivable
Accounts receivable are generated from several sources. Amounts due from credit card merchants who process the Companys credit card sales from property listings and remit the proceeds to the Company are the primary source of accounts receivable. Accounts receivable are also generated from Internet display advertising amounts due in the ordinary course of business as well as amounts due to the Company for property listings, other products purchased on account or amounts due from partners who provide products and services such as advertising the properties of our property owners and managers on their websites, insurance products and payment processing services. Accounts receivable outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by estimating losses on receivables based on known troubled accounts and historical experiences of losses incurred.
11
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Computer equipment and purchased software are generally depreciated over three years. Furniture and fixtures are generally depreciated over five to ten years. Leasehold improvements are depreciated on a straight-line basis over the shorter of the contractual lease period or their estimated useful life. Upon disposal, property and equipment and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the statements of operations. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized.
The Company capitalizes certain internally developed software and website development costs. These capitalized costs were $36,038,000 and $30,523,000 at December 31, 2014 and December 31, 2013, respectively, and are included in property and equipment, net, in the consolidated balance sheets. Internally developed software costs are generally depreciated over five years.
The Company recorded depreciation expense on internally developed software and website development costs as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Depreciation expense on internally developed software and website development costs |
$ | 5,471 | $ | 3,939 | $ | 2,874 |
Goodwill and Intangible Assets
Goodwill arises from business combinations and is measured as the excess of the purchase consideration over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. The Company uses estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date, and these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed are recorded with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
Goodwill and intangible assets deemed to have indefinite useful lives, such as certain trade names, are not amortized. Tests for impairment of goodwill and indefinite-lived intangible assets are performed on an annual basis or when events or circumstances indicate that the carrying amount may not be recoverable.
Circumstances that could trigger an impairment test outside of the annual test include but are not limited to: a significant adverse change in the business climate or legal factors, adverse cash flow trends, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, decline in stock price and the results of tests for recoverability of a significant asset group. The Company determined that no triggering event occurred during any of the periods presented.
For goodwill and indefinite lived intangible assets, the Company completes what is referred to as the Step 0 analysis, which involves evaluating qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance related to its goodwill and its indefinite lived intangible assets. If the Companys Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit or of an indefinite lived intangible asset is less than its carrying amount, then the Company would perform a quantitative two-step impairment test. The quantitative analysis compares the fair value of the Companys reporting unit or indefinite-lived intangible assets to its carrying amount, and an
12
impairment loss is recognized equivalent to the excess of the carrying amount over fair value. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit or indefinite lived intangible asset exceeds its carrying amount, then the quantitative impairment tests are unnecessary.
The Company performs an evaluation of goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of its fiscal year.
The determination of whether or not goodwill or indefinite-lived intangible assets have become impaired involves a significant level of judgment. Changes in the Companys strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill or intangible assets.
No impairment of goodwill or indefinite-lived intangible assets was identified in any of the periods presented.
Identifiable intangible assets consist of trade names, customer listings, technology, domain names and contractual non-competition agreements associated with acquired businesses. Intangible assets with finite lives are amortized over their estimated useful lives on a straight-line basis and reviewed for impairment whenever events or changes in circumstances indicate that an assets carrying value may not be recoverable (see Note 4). The straight-line method of amortization represents the Companys best estimate of the distribution of the economic value of the identifiable intangible assets.
Impairment of Long-lived Assets
The Company evaluates long-lived assets held for use, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value in the period in which the determination is made. No material impairments of long-lived assets have been recorded during any of the periods presented.
Leases
The Company leases facilities in several countries around the world and certain equipment under non-cancelable lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. Rent expense is recognized on a straight-line basis over the lease period and accrued as rent expense incurred but not paid.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. The Company accounts for sales incentives to customers as a reduction of revenue at the time that the revenue is recognized from the related product sale. The Company also reports revenue net of any sales tax collected.
The Company generates a significant portion of its revenue from customers purchasing online advertising services related to the listing of their properties for rent, primarily on a subscription basis over a fixed-term. The Company also generates revenue based on the number of traveler inquiries and reservation bookings for property listings on the Companys websites, local and national Internet display advertisers, license of property management software and ancillary products and services.
13
Payments for term-based subscriptions received in advance of services being rendered are recorded as deferred revenue and recognized on a straight-line basis over the listing period.
Revenue for inquiry-based contracts are determined on a fixed fee-per-inquiry as stated in the arrangement and recognized when the service has been performed.
The Company earns commission revenue for reservations made online through its websites, which is calculated as a percentage of the value of the reservation. This revenue is earned as the services are performed or as the customers refund privileges lapse and is included in listing revenue in the consolidated statement of operations.
Internet display advertising revenue is generated primarily from advertisements appearing on the Companys websites. Depending upon the terms, revenue is earned each time an impression is delivered, a user clicks on an ad, a graphic ad is displayed, or a user clicks-through the ad and takes a specified action on the destination site.
The Company sells gift cards with no expiration date to travelers and does not charge administrative fees on unused cards. There is a portion of the gift card obligation that, based on historical redemption patterns, will not be used by the Companys customers and is not required to be remitted to relevant jurisdictions (breakage). At the point of sale, the Company recognizes breakage as deferred revenue and amortizes it over 48 months based on historical redemption patterns. The Company also records commission revenue for each gift card sale over the same 48-month redemption period.
Through its professional software for bed and breakfasts and professional property managers, the Company makes selected, online bookable properties available to online travel agencies and channel partners. The Company receives a percentage of the transaction value or a fee from the property manager for making this inventory available, which is recognized when earned. This revenue is included in other revenue in the consolidated statement of operations.
The Company generates revenue from the licensing of software products, the sale of maintenance agreements and the sale of hosted software solutions. For software license sales, one year of maintenance is typically included as part of the initial purchase price of the bundled offering with annual renewals of the maintenance component of the agreement following in subsequent years.
The Company recognizes revenue from the sale of perpetual licenses upon delivery, which generally occurs upon electronic transfer of the license key that makes the product available to the purchaser.
As software is usually sold with maintenance, the amount of revenue allocated to the software license is determined by estimating the fair value of the maintenance and subtracting it from the total invoice or contract amount. Vendor-specific objective evidence, or VSOE, of the fair value of maintenance services is determined by the standard published list pricing for maintenance renewals, as the Company generally charges list prices for maintenance renewals. In determining VSOE, the Company requires that a substantial majority of the selling price for maintenance services fall within a reasonably narrow pricing range. Maintenance and support revenue is recognized ratably over the term of the agreement beginning on the activation date. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.
Sales of hosted software solutions are generally for a one-year period. Revenue is recognized on a straight-line basis over the contract term. Certain implementation services related to the hosting services are essential to the customers use of the hosting services. For sales of these hosting services where the Company is responsible for implementation, the Company recognizes implementation revenue ratably over the estimated period of the hosting relationship, which the Company considers to be three years. Recognition starts once the product has been made available to the customer.
14
Training and consulting revenue is recognized upon delivery of the training or consulting services to the end customer.
The Company accounts for sales incentives to customers as a reduction of revenue at the time that the revenue is recognized from the related product sale. The Company also reports revenue net of any sales tax collected.
Cost of Revenue
Cost of revenue consists of salaries, benefits and related expenses and stock-based compensation of the Companys customer service and web hosting personnel, merchant fees charged by credit card processors, costs associated with the hosting of the Companys websites, costs associated with payments and reserves under the Companys Carefree Rental Guarantee, allocated facility expenses and depreciation costs.
Advertising Expenses
The Company expenses all advertising costs as incurred. Advertising expenses included in sales and marketing expenses were approximately $59,978,000, $39,138,000 and $37,559,000 for the years ended December 31, 2014, 2013 and 2012, respectively.
Stock-Based Compensation
The cost of stock-based compensation is recognized in the financial statements based upon the estimated grant date fair value of the awards measured using the BlackScholes valuation model. The fair value of restricted stock awards and units is determined based on the number of shares granted and the fair value of the Companys common stock as of the grant date. Fair value is generally recognized as an expense on a straight-line basis, net of estimated forfeitures, over the employee requisite service period. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures.
The Company uses the with and without approach in determining the order in which tax attributes are utilized. As a result, the Company only recognizes a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. When tax deductions from stock-based awards are less than the cumulative book compensation expense, the tax effect of the resulting difference is charged first to additional paid-in capital to the extent of the Companys pool of windfall tax benefits with any remainder recognized in income tax expense. The Company has determined that it has a sufficient windfall pool available and therefore no amounts have been recognized in income tax expense. In addition, the Company accounts for the indirect effects of stock-based awards on other tax attributes through the consolidated statements of operations.
The gross benefits of tax deductions in excess of recognized compensation costs are reported as financing cash inflows, but only when such excess tax benefits are realized by a reduction to current taxes payable.
The following table summarizes the excess tax benefit that the Company recorded for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Excess tax benefit from stock-based compensation, net |
$ | 2,743 | $ | 8,226 | $ | 7,122 |
This tax benefit has been recorded as additional paid-in capital on the Companys consolidated balance sheets.
15
Income Taxes
The Company recognizes income taxes using an asset and liability approach. This approach requires the recognition of deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Companys consolidated financial statements or tax returns. The measurement of deferred taxes is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Evaluating the need for an amount of a valuation allowance for deferred tax assets requires significant judgment and analysis of the positive and negative evidence available, including past operating results, estimates of future taxable income, reversals of existing taxable temporary differences and the feasibility of tax planning in order to determine whether all or some portion of the deferred tax assets will not be realized. Based on the available evidence and judgment, the Company has determined that it is more likely than not that certain loss carryforwards will not be realized; therefore, the Company has established a valuation allowance for such deferred tax assets to reduce the loss carryforward assets to amounts expected to be utilized.
The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates. The Company is currently undergoing an audit in the United States as well as at its subsidiary in the United Kingdom. Significant judgment is required in determining uncertain tax positions. The Company recognizes the benefit of uncertain income tax positions only if these positions are more likely than not to be sustained. Also, the recognized income tax benefit is measured at the largest amount that is more than 50% likely of being realized. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. The countries in which the Company may be subject to potential examination by tax authorities include Australia, Brazil, Colombia, France, Germany, Italy, the Netherlands, New Zealand, Singapore, Spain, Switzerland, Thailand, the United Kingdom and the United States.
The calculation of the Companys tax liabilities involves the inherent uncertainty associated with the application of complex tax laws. As a multinational corporation, the Company conducts its business in many countries and is subject to taxation in many jurisdictions. The taxation of the Companys business is subject to the application of various and sometimes conflicting tax laws and regulations as well as multinational tax conventions. The Companys effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, the tax regulations and tax rates in each geographic region, the availability of tax credits and carryforwards, and the effectiveness of its tax planning strategies. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against the Company that could materially impact its tax liability and/or its effective income tax rate. The Company believes it has adequately provided in its financial statements for additional taxes that it estimates may be assessed by the various taxing authorities. While the Company believes that it has adequately provided for all uncertain tax positions, amounts asserted by tax authorities could be greater or less than the Companys accrued position. These tax liabilities, including the interest and penalties, are adjusted pursuant to a settlement with tax authorities, completion of audit, refinement of estimates or expiration of various statutes of limitation.
Foreign Currency Translation
The functional currency of the Companys foreign subsidiaries is generally their respective local currency. The financial statements of the Companys international operations are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, the historical exchange rate for stockholders equity, and a weighted average exchange rate for each period for revenue, expenses, and gains and losses.
16
Foreign currency translation adjustments are recorded as a separate component of stockholders equity. Gains and losses from foreign currency denominated transactions are recorded in other income (expense) in the Companys consolidated statements of operations.
The following table summarizes the foreign exchange loss that the Company recorded for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Foreign exchange loss |
$ | 7,138 | $ | 5,964 | $ | 2,618 |
Derivative Financial Instruments
As a result of the Companys international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. The Companys primary foreign currency exposures are in Euros, British Pound Sterling and Australian Dollars. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its operations are translated from local currency into U.S. dollars upon consolidation. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in other income (expense) in the Companys consolidated statements of operations.
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities, primarily related to intercompany loans, even though it does not elect to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recognized on the consolidated statement of operations in other income (expense). Cash flows from these contracts are classified within cash flows from investing activities on the consolidated statements of cash flows.
The Company does not use financial instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The Company is exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations.
The following table shows the fair value and notional amounts of the Companys outstanding or unsettled derivative instruments that are not designated as hedging instruments covering foreign currency exposures during the year ended December 31, 2014 and closing January 2, 2015 (in thousands):
Balance Sheet Caption |
December 31, 2014 | |||||||||||||||
Significant Other Observable Inputs (Level 2) |
U.S. Dollar Notional |
|||||||||||||||
Gross Amount of Recognized Assets/Liabilities |
Gross Amounts Offset in the Balance Sheet |
Net Amount Presented in the Balance Sheet |
||||||||||||||
Prepaid expenses and other current assets |
$ | 4,506 | $ | | $ | 4,506 | $ | 157,164 | ||||||||
Accrued expenses |
(67 | ) | | (67 | ) | 11,562 | ||||||||||
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|
|
|
|
|
|
|
|||||||||
Total |
$ | 4,439 | $ | | $ | 4,439 | $ | 168,726 | ||||||||
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|
|
|
|
|
|
|
In addition to the notional amounts listed above, the Company also had $165,454,000 of derivatives entered into on December 31, 2014 with a closing date of April 2, 2015.
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The following table shows the fair value and notional amounts of the Companys outstanding or unsettled derivative instruments that are not designated as hedging instruments covering foreign currency exposures during the year ended December 31, 2013 (in thousands):
Balance Sheet Caption |
December 31, 2013 | |||||||||||||||
Significant Other Observable Inputs (Level 2) |
U.S. Dollar Notional |
|||||||||||||||
Gross Amount of Recognized Assets/Liability |
Gross Amounts Offset in the Balance Sheet |
Net Amount Presented in the Balance Sheet |
||||||||||||||
Prepaid expenses and other current assets |
$ | 363 | $ | | $ | 363 | $ | 20,520 | ||||||||
Accrued expenses |
(979 | ) | | (979 | ) | 84,292 | ||||||||||
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|
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|
|
|||||||||
Total |
$ | (616 | ) | $ | | $ | (616 | ) | $ | 104,812 | ||||||
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|
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|
|
|
Net Income Per Share Attributable to HomeAway, Inc.
Basic net income per share is computed by dividing net income attributable to HomeAway, Inc. by the weighted average number of common shares outstanding during the period. Diluted income per share is computed by dividing net income attributable to HomeAway, Inc. by the weighted average common shares outstanding plus potentially dilutive common shares. The dilutive effect of outstanding options, warrants and awards is reflected in diluted earnings per share by application of the treasury stock method.
Restricted stock awards provide the holder of unvested shares the right to participate in dividends declared on the Companys common stock. Accordingly, these shares are included in the weighted average shares outstanding for the computation of basic earnings per share in periods of undistributed earnings. Restricted stock awards are excluded from the basic earnings per share in periods of undistributed losses as the holders are not contractually obligated to participate in the losses of the Company. Unvested restricted stock units do not provide the holder the right to participate in dividends declared on the Companys common stock. Accordingly, these shares are excluded in the weighted average shares outstanding for the computation of basic earnings per share in periods of undistributed earnings or losses.
Comprehensive Income (Loss) Attributable to HomeAway, Inc.
Comprehensive income (loss) attributable to HomeAway, Inc. consists of net income (loss), cumulative foreign currency translation adjustments, unrealized gain (loss) on available-for-sale securities and comprehensive income (loss) attributable to noncontrolling interests.
Concentrations
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Companys cash is deposited in financial institutions. However, cash and cash equivalents may exceed federally insured limits from time to time. The Company has not experienced any losses on its deposits.
Reclassifications
Certain reclassifications have been made to prior periods consolidated balance sheets and statements of operations to conform to the current period presentation. These reclassifications did not result in any change in previously reported total revenue, net income, total assets or shareholders equity.
18
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, related to the disclosures around going concern. The new standard provides guidance around managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys financial statements.
3. Business Combinations
The following table summarizes the Companys acquisitions during the years ended December 31, 2014, 2013 and 2012 with amounts shown below as fair values at each respective acquisition date (in thousands):
Glad to Have You |
Stayz | Bookabach | travelmob | Toprural | ||||||||||||||||
Year acquired |
2014 | 2013 | 2013 | 2013 | 2012 | |||||||||||||||
Net tangible assets (liabilities) acquired |
||||||||||||||||||||
Cash |
$ | 25 | $ | 4,942 | $ | 395 | $ | 63 | $ | 3,220 | ||||||||||
Deferred revenue |
(65 | ) | (2,234 | ) | (350 | ) | (43 | ) | (2,269 | ) | ||||||||||
Amounts payable to property owners |
| (4,187 | ) | (194 | ) | (473 | ) | | ||||||||||||
Other |
17 | (365 | ) | 228 | (123 | ) | (315 | ) | ||||||||||||
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|
|
|
|
|
|
|||||||||||
Total tangible assets (liabilities) acquired |
(23 | ) | (1,844 | ) | 79 | (576 | ) | 636 | ||||||||||||
Deferred tax liabilities |
(1,653 | ) | (5,313 | ) | (228 | ) | (513 | ) | (3,193 | ) | ||||||||||
Trade name |
1,177 | 5,224 | 161 | 607 | 1,060 | |||||||||||||||
Developed technology |
3,760 | 1,735 | 64 | 2,937 | 2,144 | |||||||||||||||
Customer relationships |
1,643 | 18,288 | 446 | 1,123 | 7,440 | |||||||||||||||
Goodwill |
11,647 | 177,777 | 3,514 | 16,833 | 11,190 | |||||||||||||||
Non-competition agreements |
240 | 1,387 | 300 | 150 | | |||||||||||||||
Redeemable noncontrolling interests |
| | (1,938 | ) | (9,028 | ) | | |||||||||||||
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|
|||||||||||
Aggregate purchase price |
16,791 | 197,254 | 2,398 | 11,533 | 19,277 | |||||||||||||||
Less: cash acquired |
(25 | ) | (4,942 | ) | (395 | ) | (63 | ) | (3,220 | ) | ||||||||||
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|||||||||||
$ | 16,766 | $ | 192,312 | $ | 2,003 | $ | 11,470 | $ | 16,057 | |||||||||||
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|
|
|
|
|
|
19
The following table summarizes the Companys weighted-average amortization period, in total and by major finite-lived intangible asset class, by acquisition during the years ended December 31, 2014, 2013 and 2012 (in years):
Glad to Have You |
Stayz | Bookabach | travelmob | Toprural | ||||||||||||||||
Developed technology |
5.0 | 2.0 | 1.8 | 7.0 | 4.0 | |||||||||||||||
Customer relationships |
8.0 | 11.0 | 11.0 | 13.0 | 8.0 | |||||||||||||||
Non-competition agreements |
3.0 | 3.0 | 3.0 | 3.0 | | |||||||||||||||
Trade names |
10.0 | 10.0 | 10.0 | 10.0 | 10.0 | |||||||||||||||
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|
|
|
|
|
|
|
|||||||||||
Total weighted-average amortization period |
6.5 | 9.8 | 7.8 | 8.7 | 7.4 |
Tangible net assets (liabilities) were valued at their respective carrying amounts, which the Company believes approximate their current fair values at the respective acquisition dates due to their short durations.
The valuation of identifiable intangible assets acquired reflects managements estimates based on, among other factors, use of established valuation methods. The value of the acquired trade names was determined using a relief from royalty method. Developed technology was valued on a combination of the income and market approach. Customer relationships were valued by projecting the estimated cash flow from the Companys existing customer relationships. Non-competition agreements have been valued based on other arms length transactions between the Company and selling shareholders in past acquisitions or based on the present value of estimated future cash flows with and without this asset. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of two to thirteen years. The straight-line method of amortization represents the Companys best estimate of the distribution of the economic value of the identifiable intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired.
Redeemable noncontrolling interests are measured at fair value, at the date of acquisition, and classified as mezzanine equity due to the contingent redeemable feature. The Company has elected to recognize increases in the redemption value immediately as they occur and adjust the carrying amount of the noncontrolling interests to equal the redemption value at the end of each reporting period, however this adjustment will not reduce the noncontrolling interests below the initial amount recorded. See Note 10 for the reconciliation of the redeemable noncontrolling interests.
Glad to Have You, Inc.
In March 2014, the Company acquired Glad to Have You, Inc. (Glad To Have You), a United States company that is the creator of a mobile guest management solution for the vacation rental industry, for cash consideration of approximately $16,791,000. The direct acquisition costs incurred by the Company were not significant to the Companys operating results, and all such costs were expensed as incurred and included in general and administrative expenses in the consolidated statement of operations.
Of the total consideration paid, $250,000 of the cash consideration was deposited in escrow as security for the benefit of the Company against breaches of representations and warranties, covenants and certain other expressly enumerated matters by the sellers. The escrow funds not used to satisfy such seller obligations will be released to the sellers two business days following the first anniversary date of the acquisition. In addition, $250,000 of the total cash consideration was deposited in escrow as security and pending final net working capital related purchase price adjustments. The net working capital related escrow funds were released in June 2014.
The acquired goodwill primarily represents synergies associated with adding Glad To Have Yous mobile applications to the Companys marketplace of websites to provide property owners and managers with an additional way to manage and communicate with guests during their stay. Goodwill is not deductible for tax purposes. The acquired trade name has an estimated useful life of 10 years from the date of acquisition, the
20
developed technology has an estimated useful life of 5 years from the date of acquisition and the customer relationships have an estimated useful life of 8 years from the date of acquisition. Non-compete agreements have an estimated useful life of 3 years. The total weighted average amortization period for the intangibles acquired is 6.5 years.
The results of Glad To Have You have been included in the Companys consolidated results since the acquisition date in March 2014. Pro forma results of operations related to this acquisition have not been presented because Glad To Have Yous operating results up to and subsequent to the date of acquisition were not material to the Companys consolidated financial statements.
Stayz
In December 2013, the Company acquired 100% of the outstanding stock of Stayz Pty Limited (Stayz), the leading online vacation rental marketplace in Australia, for total consideration of approximately $197,820,000. Consideration included $196,739,000 in cash paid directly to the sellers and $1,081,000 paid to the sellers in April 2014 based on completed working capital purchase price adjustments pursuant to the purchase agreement. The Company incurred approximately $3,802,000 in direct acquisition costs, all of which were expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations. The Company also entered into certain transitional service agreements with the prior owners of Stayz to have accounting, infrastructure and support services provided to the Company for a defined period of time in 2014. Amounts paid for these services are recorded as incurred and are included in the Companys consolidated results as general and administrative expenses.
The acquisition of Stayz adds approximately 40,000 additional Australian-based properties to the HomeAway network and provides HomeAway a strong momentum to its pay-per-booking product offering.
The acquired goodwill primarily represents synergies associated with adding Stayz to the Companys marketplace of websites to provide travelers with a broader inventory selection of vacation properties. Goodwill is not deductible for tax purposes.
The results of Stayz have been included in the Companys consolidated results since the acquisition date in December 2013.
The following unaudited pro forma supplemental information presents an aggregated summary of the results of operations of the Company for the years ended December 31, 2013 and 2012, assuming the completion of the 2013 acquisition of Stayz occurred on January 1, 2012 (in thousands).
The unaudited pro forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. Accordingly, the Company adjusted the pro forma results for quantifiable items such as direct acquisition costs, amortization of acquired intangible assets and the estimated tax provision of the pro form combined results. Further, during the quarter ended March 31, 2014 the Company revised the pro forma revenue and net income for the year ended December 31, 2013 by a decrease of $1.9 million and $1.3 million, respectively, based on adjustments of certain estimates, as the Company obtained additional information about the facts and circumstances that existed as of the acquisition date. The average foreign exchange rate during each of the presented years was used in preparing the supplemental information. The unaudited pro forma supplemental information prepared by the Company is not necessarily indicative of the results expected in future periods or the results that actually would have been realized had the acquired business and the Company been a combined company during the specified periods.
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Pro forma total revenue |
$ | 370,620 | $ | 305,904 | ||||
Pro forma net income |
28,687 | 17,855 |
21
Bookabach
In November 2013, the Company acquired 55% of the outstanding stock of Bookabach Limited (Bookabach), a leading vacation rental website in New Zealand, for cash consideration of approximately $2,398,000. The Company incurred approximately $160,000 in direct acquisition costs, all of which were expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations.
Approximately $492,000 of the cash consideration was deposited in escrow as security for the benefit of the Company against breaches of representations and warranties, covenants and certain other expressly enumerated matters by the sellers. The escrow funds not used to satisfy such seller obligations will be released to the sellers on the second anniversary date of the acquisition.
Bookabach features more than 8,000 property listings located in New Zealand, Australia and the Pacific Islands including holiday homes and beach houses, also known as baches.
The acquired goodwill primarily represents synergies associated with adding Bookabach to the Companys marketplace of websites to provide travelers with a broader inventory selection of vacation properties. Goodwill is not deductible for tax purposes.
The results of Bookabach have been included in the Companys consolidated results since the acquisition date in November 2013. Pro forma results of operations related to this acquisition have not been presented since Bookabachs operating results up to the date of acquisition were not material to the Companys consolidated financial statements.
Under the terms of the acquisition agreement, the Company has a call option to purchase the remaining non-controlling interest of Bookabach in two installments on October 31, 2014 and June 30, 2015, respectively. In the event that the Company does not exercise one or both of its call options to purchase the remaining shares of Bookabach by such deadlines, the remaining Bookabach shareholders have two put options to require the Company to repurchase their remaining interest in two installments for which, if exercised, shall be deemed to occur on October 31, 2014 and June 30, 2015, respectively. The option was determined to have no value.
In accordance with the acquisition agreement, the remaining Bookabach shareholders exercised their first put option, effective October 2014, requiring the Company to purchase 20% of the outstanding equity held by noncontrolling shareholders for cash consideration of $1,461,000. Following this repurchase, the Company owns 75% of the outstanding stock of Bookabach.
In November 2014, the Company and the remaining Bookabach shareholders amended the acquisition agreement to extend the date of the second call option by the Company and the corresponding second put option by the remaining Bookabach shareholders from June 30, 2015 to June 30, 2016. Additionally, the formula for calculating the value of the second call and put option was amended to reflect the extension of time provided to the second option. The Company recorded the impact of the amendment as an increase in the noncontrolling interest value on the Companys consolidated balance sheet.
travelmob
In August 2013, the Company acquired 100% of the outstanding stock of travelmob Pte. Ltd. (travelmob) for $20.0 million, net of cash acquired and concurrently sold a non-controlling interest in travelmob back to certain sellers for $8.5 million. The Company incurred approximately $284,000 in direct acquisition costs, all of which were expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations.
Travelmob features over 14,000 Asia Pacific region short-term rental listings including luxury villas, urban apartments, houseboats, a private island as well as shared spaces.
22
The acquired goodwill represents synergies associated with adding travelmob to the Companys marketplace of websites to provide travelers with a broader inventory selection of vacation properties to choose from and provides the Company with a platform to serve the Asian market. Goodwill is not deductible for tax purposes.
The results of travelmob have been included in the Companys consolidated results since the acquisition date in August 2013. Pro forma results of operations related to this acquisition have not been presented since travelmobs operating results up to the date of acquisition were not material to the Companys consolidated financial statements.
Under the terms of the acquisition agreement and subsequent amendments, the Company also concurrently made a $7.0 million cash investment in the business resulting in the Company holding 68.5% of the outstanding stock and the non-controlling interest holding 31.5%, will loan travelmob up to S$13.0 million (approximately $9.6 million using exchange rates as of December 31, 2014) over the next few years and has a call option to purchase the remaining non-controlling interest of travelmob for the period defined in the agreement beginning on December 31, 2016. In the event the Company does not exercise its call option to purchase the remaining shares of travelmob by such deadline, the remaining travelmob shareholders have a put option to require the Company to repurchase their remaining interest for the period defined in the agreement beginning on February 1, 2017. The option was determined to have no value. In addition, certain other shares were reserved as part of an Employee Stock Options Plan (ESOP) in travelmob. Upon acquisition, the vested shares were measured at fair value and the amount attributable to the pre-combination service was included in the fair value of the noncontrolling interests.
Toprural
In April 2012, the Company acquired 100% of the outstanding stock of Top Rural S.L., the leading site for independently-owned rural accommodations in Southern Europe (the acquired business is referred to as Toprural), for cash consideration of approximately $19,277,000. The acquisition of Toprural further solidifies the Companys market presence in Spain and Southern Europe and extends the Companys reach to a desirable European traveler segment that seeks long weekend holidays to small towns or countryside destinations. The Company incurred approximately $285,000 in direct acquisition costs, all of which were expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations.
Approximately $2,670,000 of the cash consideration was deposited in escrow as security for the benefit of the Company against breaches of representations and warranties, covenants and certain other expressly enumerated matters by the sellers. The escrow funds were released to the sellers in two equal payments on the first and second anniversary dates of the acquisition.
The acquired goodwill primarily represents synergies associated with adding Toprural to the Companys marketplace of websites to provide travelers with a broader inventory selection of vacation properties. Goodwill is not deductible for tax purposes.
The results of Toprural have been included in the Companys consolidated results since the acquisition date in April 2012.
The following unaudited pro forma supplemental information presents an aggregated summary of the results of operations of the Company for the year ended December 31, 2012, assuming the completion of the 2012 acquisition of Toprural occurred on January 1, 2011.
The unaudited pro forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The average foreign exchange rate during the year was used in preparing the supplemental information. The unaudited pro forma supplemental information prepared by the Company is not
23
necessarily indicative of the results expected in future periods or the results that actually would have been realized had the acquired business and the Company been a combined company during the specified periods.
Year Ended December 31, |
||||
2012 | ||||
Pro forma total revenue |
$ | 281,858 | ||
Pro forma net income |
14,959 |
4. Goodwill and Other Intangible Assets
Goodwill
Changes in the Companys goodwill balance for the years ended December 31, 2014 and 2013 are summarized in the table below (in thousands).
Balance at December 31, 2012 |
$ | 312,412 | ||
Acquired in business combinations |
198,124 | |||
Foreign currency translation adjustment |
(2,925 | ) | ||
|
|
|||
Balance at December 31, 2013 |
$ | 507,611 | ||
Acquired in business combinations |
11,647 | |||
Foreign currency translation adjustment |
(26,098 | ) | ||
Post-acquisition goodwill adjustment for the Stayz acquisition |
511 | |||
|
|
|||
Balance at December 31, 2014 |
$ | 493,671 | ||
|
|
Pursuant to its goodwill and intangible assets accounting policy, the Company records goodwill adjustments for the effect on goodwill of changes to net assets and liabilities acquired during the measurement period (up to one year from the date of an acquisition). The goodwill arising from the Stayz acquisition was increased by $511,000 up to $178,288,000 due to certain income taxes and changes in fair value estimates derived from additional information gained during the measurement period. Goodwill adjustments were not significant to the Companys previously reported operating results or financial position. Therefore, the Company elected not to retrospectively adjust the acquisition date accounting and instead recorded the adjustment in the year ended December 31, 2014.
Intangible Assets
The Companys intangible assets, excluding goodwill, consist of intangible assets acquired primarily in business combinations and were recorded at their estimated fair values on the date of acquisition. The finite-lived intangible assets that are being amortized are summarized in the table below (in thousands):
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Useful Life (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||||||||||||||
Trade names and trademarks |
10 | $ | 30,316 | $ | (8,396 | ) | $ | 21,920 | $ | 30,066 | $ | (5,050 | ) | $ | 25,016 | |||||||||||||
Developed technology |
2-8 | 21,293 | (13,231 | ) | 8,062 | 31,513 | (23,646 | ) | 7,867 | |||||||||||||||||||
Customer relationships |
6-14 | 57,656 | (25,512 | ) | 32,144 | 80,510 | (41,739 | ) | 38,771 | |||||||||||||||||||
Noncompete agreements and domain names |
2-5 | 2,224 | (923 | ) | 1,301 | 5,163 | (3,181 | ) | 1,982 | |||||||||||||||||||
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|
|||||||||||||||||
Total |
$ | 111,489 | $ | (48,062 | ) | $ | 63,427 | $ | 147,252 | $ | (73,616 | ) | $ | 73,636 | ||||||||||||||
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24
Amortization of noncompete agreements is recorded over the term of the agreements.
The following table summarizes the amortization expense that the Company recorded for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Amortization expense |
$ | 13,916 | $ | 11,668 | $ | 12,438 |
Expected future annual amortization expense for definite-lived intangible assets as of December 31, 2014 is as follows (in thousands):
2015 |
$ | 11,772 | ||
2016 |
9,132 | |||
2017 |
8,042 | |||
2018 |
7,738 | |||
2019 |
7,057 | |||
Thereafter |
19,686 | |||
|
|
|||
$ | 63,427 | |||
|
|
The Company has the following indefinite-lived intangible assets recorded in its consolidated balance sheets as of December 31, 2014 and 2013, respectively (in thousands):
December 31, | ||||||||
2014 | 2013 | |||||||
Trademarks, trade names and other |
$ | 7,029 | $ | 7,029 |
5. Property and Equipment, net
Property and equipment consists of the following at December 31, 2014 and 2013, respectively, (in thousands):
December 31, | ||||||||
2014 | 2013 | |||||||
Computer equipment and purchased software |
$ | 31,566 | $ | 24,074 | ||||
Internal-use software and website development costs |
36,038 | 30,523 | ||||||
Furniture and fixtures |
7,915 | 5,999 | ||||||
Leasehold improvements |
20,922 | 13,999 | ||||||
|
|
|
|
|||||
96,441 | 74,595 | |||||||
Less accumulated depreciation |
(40,268 | ) | (34,788 | ) | ||||
|
|
|
|
|||||
$ | 56,173 | $ | 39,807 | |||||
|
|
|
|
The following table summarizes the depreciation expense that the Company recorded for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Depreciation expense |
$ | 16,926 | $ | 13,399 | $ | 11,051 |
25
6. Accrued Expenses
The Companys accrued expenses are comprised of the following at December 31, 2014 and 2013, respectively (in thousands):
December 31, | ||||||||
2014 | 2013 | |||||||
Compensation and related benefits |
$ | 21,413 | $ | 21,700 | ||||
Gift cards |
5,654 | 6,090 | ||||||
Contracting, consulting and professional fees |
3,254 | 4,494 | ||||||
Taxes |
4,954 | 3,425 | ||||||
Marketing |
4,115 | 3,197 | ||||||
Foreign exchange forward contracts |
99 | 979 | ||||||
Traveler guarantee liability |
1,790 | 956 | ||||||
Other |
8,976 | 13,784 | ||||||
|
|
|
|
|||||
Total |
$ | 50,255 | $ | 54,625 | ||||
|
|
|
|
7. Convertible Senior Notes
Convertible Senior Notes
(In thousands) |
Par Value | Equity Component Recorded at Issuance |
Carrying Value of Convertible Senior Notes as of |
|||||||||||||
December 31, 2014 |
December 31, 2013 |
|||||||||||||||
0.125% Convertible Senior Notes due April 1, 2019 |
$ | 402,500 | $ | 90,887 | (1) | $ | 316,181 | $ | |
(1) | This amount represents the equity component recorded at the initial issuance of the 0.125% convertible senior notes. |
In March 2014, the Company issued at par value $402.5 million of 0.125% convertible senior notes (the Notes) due April 1, 2019, unless earlier purchased by the Company or converted. Interest is payable semi-annually, in arrears on April 1 and October 1 of each year commencing October 1, 2014.
The Notes are governed by an indenture between the Company, as issuer, and U.S. Bank National Association, as trustee. The Notes are unsecured and do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by the Company.
If converted, holders will receive cash and/or shares of the Companys common stock, at the Companys election. The Companys intent is to settle the principal amount of the Notes in cash upon conversion. As a result, upon conversion of the Notes, only the amounts payable in excess of the principal amounts of the Notes are considered in diluted earnings per share under the treasury stock method.
Conversion Rate per $1,000 Par Value |
Initial Conversion Price per Share |
Free Convertibility Date |
||||||||||
0.125% Senior Notes |
19.1703 | $ | 52.16 | October 1, 2018 |
Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events as described in the indenture governing the Notes. Holders of the Notes will not receive any cash payment
26
representing accrued and unpaid interest upon conversion of a Note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. Holders may convert their Notes under the following circumstances:
| during any calendar quarter commencing after June 30, 2014, if, for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sales price of the Companys common stock for such trading day is greater than or equal to 130% of the applicable conversion price for the Notes on each applicable trading day; |
| during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes is less than 98% of the product of the sale price of the Companys common stock and the conversion rate; |
| upon the occurrence of specified corporate transactions described under the indenture governing the Notes, such as a consolidation, merger or binding share exchange; or |
| at any time on or after October 1, 2018. |
As of December 31, 2014, the Notes are not yet convertible.
Holders of the Notes have the right to require the Company to purchase with cash all or a portion of the Notes upon the occurrence of a fundamental change, such as a change of control, at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Following certain corporate transactions that constitute a fundamental change, the Company will increase the conversion rate for a holder who elects to convert the Notes in connection with such make-whole fundamental change.
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount (debt discount) is amortized to interest expense over the term of the Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification.
In accounting for the transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to expense over the term of the Notes, and transaction costs attributable to the equity component were netted with the equity component in stockholders equity. Additionally, the Company recorded a deferred tax liability of $0.8 million in connection with the Notes.
The Notes consist of the following (in thousands):
December 31, 2014 |
December 31, 2013 |
|||||||
Liability component: |
||||||||
Principal: |
||||||||
0.125% Senior Notes |
$ | 402,500 | $ | | ||||
Less: debt discount, net |
||||||||
0.125% Senior Notes |
(86,319 | ) | | |||||
|
|
|
|
|||||
Net carrying amount |
$ | 316,181 | $ | | ||||
|
|
|
|
The Notes are included in the consolidated balance sheets within Convertible senior notes, net, which are classified as a noncurrent liability. The debt discount is amortized over the life of the Notes using the effective interest rate method.
27
The total estimated fair value of the Companys Notes at December 31, 2014 was $304.3 million. The fair value of the Notes was determined based on inputs that are observable in the market (Level 2).
Based on the closing price of the Companys common stock of $29.78 on December 31, 2014, the if-converted value of the Notes was less than their principal amount.
Note Hedges
To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the Note Hedges).
Date | Purchase (in thousands) |
Shares underlying Note Hedges |
||||||||||
Note Hedges |
March 2014 | $ | 85,853 | 7,716,049 |
The Note Hedges cover shares of the Companys common stock at a strike price that corresponds to the initial conversion price of the respective Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are intended to reduce the potential economic dilution upon conversion of the Notes in the event that the market value per share of the Companys common stock, as measured under the Notes, at the time of exercise is greater than the conversion price of the Notes. The Note Hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes will not have any rights with respect to the Note Hedges.
Warrants
Date | Proceeds (in thousands) |
Shares | Strike Price |
|||||||||||||
Warrants |
March 2014 | $ | 38,278 | 7,716,049 | $ | 81.14 |
Separately, in March 2014, the Company also entered into warrant transactions (the Warrants), whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Companys common stock at $81.14 per share. The Warrants have a term of five years from the date of issuance. If the average market value per share of the Companys common stock for the reporting period, as measured under the Warrants, exceeds the strike price of the Warrants, the Warrants would have a dilutive effect on the Companys earnings per share if the Company reports net income. The Warrants were anti-dilutive for the year ended December 31, 2014. The Warrants are separate transactions, entered into by the Company and are not part of the terms of the Notes or Note Hedges. Holders of the Notes will not have any rights with respect to the Warrants.
Interest Expense
The following table sets forth total interest expense recognized related to the Notes for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
0.125% coupon |
$ | 378 | | | ||||||||
Amortization of debt issuance costs |
39 | | | |||||||||
Amortization of debt discount |
13,137 | | | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 13,554 | $ | | $ | | ||||||
|
|
|
|
|
|
28
8. Commitments and Contingencies
Leases
The Company leases its facilities and certain office equipment under noncancellable operating leases. Future minimum lease payments under noncancellable operating leases at December 31, 2014 are as follows (in thousands):
2015 |
$ | 8,073 | ||
2016 |
8,487 | |||
2017 |
8,324 | |||
2018 |
7,486 | |||
2019 |
6,601 | |||
Thereafter |
21,870 | |||
|
|
|||
Total minimum lease payments |
$ | 60,841 | ||
|
|
The following table summarizes the total rental expense that the Company recorded for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Rental expense |
$ | 6,994 | $ | 5,202 | $ | 4,492 |
Guarantees
The Company offers two guarantee products to travelers: Basic Rental Guarantee and Carefree Rental Guarantee. The Basic Rental Guarantee is offered to travelers that book a vacation rental property listed on any one of the Companys websites to protect their vacation rental payments up to $1,000 against Internet fraud. Travelers may also purchase additional protection to cover 100% of vacation rental payments up to $10,000 against Internet fraud, misrepresentation, wrongful denial of entry, wrongful deposit loss or losses from phishing claims by the purchase of the Carefree Rental Guarantee. The Company does not maintain insurance from any third party for claims under these guarantees, and any amounts payable for claims made under these guarantees are payable by the Company. Amounts recorded for estimated future claims under the guarantees are based on historical experience and estimates of potential future claims are recorded either in cost of revenue or in general and administrative expense in the Companys consolidated statement of operations depending on whether the expense is related to estimated claims under the Basic Rental Guarantee or to the Carefree Rental Guarantee.
Expected future claims for traveler guarantees, which are presented as a current liability in the Companys consolidated balance sheets, and changes for the guarantees are as follows (in thousands):
Traveler guarantee liability at December 31, 2012 |
$ | 566 | ||
Costs accrued for new vacation rentals |
2,230 | |||
Guarantee obligations honored |
(1,840 | ) | ||
|
|
|||
Traveler guarantee liability at December 31, 2013 |
$ | 956 | ||
Costs accrued for new vacation rentals |
3,576 | |||
Guarantee obligations honored |
(2,742 | ) | ||
|
|
|||
Traveler guarantee liability at December 31, 2014 |
$ | 1,790 | ||
|
|
The Company maintains a guarantee of £5,000,000 (approximately $7,800,000 as of December 31, 2014) in favor of a bank in the United Kingdom for extending credit to the Company in connection with the wholly owned United Kingdom subsidiarys business of collecting its subscription revenue in advance via credit card payments.
29
Legal
From time to time, the Company is involved in litigation relating to claims arising in the ordinary course of business. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. Views on estimated losses are developed by management in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. After taking all of the above factors into account, the Company determines whether an estimated loss from a contingency related to litigation should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company further determines whether an estimated loss from a contingency related to litigation should be disclosed by assessing whether a material loss is deemed reasonably possible. Such disclosures will include an estimate of the additional loss or range of loss or will state that such an estimate cannot be made.
Management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material impact on the Companys consolidated financial position, results of operations or cash flows.
9. Stockholders Equity and Stock-Based Compensation
Common Stock
The Companys amended and restated certificate of incorporation, as amended in July 2011, authorizes 350,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2014 and December 31, 2013, there were 94,515,344 and 92,361,069 shares of common stock issued and outstanding, respectively. Additionally, the amended certificate of incorporation authorizes the Companys board of directors, without action by stockholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more series. The board of directors may also designate the rights, preferences and privileges of each series of preferred stock, any or all of which may be greater than the rights of the common stock.
Follow-on Offering
On December 17, 2013, the Company closed a follow-on offering of 6,921,424 shares of its common stock, at $37.00 per share, before underwriting discounts and commissions. The Company sold 5,500,000 shares and existing stockholders sold an aggregate of 1,421,424 shares, including 902,794 shares as a result of the underwriters exercise of their over-allotment option to purchase additional shares. The offering generated net proceeds to the Company of approximately $195.3 million, after deducting underwriting discounts and other expenses incurred by the Company for the sale of common stock. The offer and sale of all of the shares in the offering were registered under the Securities Act pursuant to a registration statement on Form S-3 ASR, which became automatically effective on December 12, 2013. The Company did not receive any proceeds from the sale of shares by the selling stockholders.
Stock Compensation Plans
The Company maintains two stock-based compensation plans, the 2004 Stock Option Plan (the 2004 Plan) and the 2011 Equity Incentive Plan (the 2011 Plan), which are described below.
2004 Plan
At December 31, 2014, there were 3,475,715 options outstanding under the 2004 Plan. Following the effectiveness of the Companys 2011 Plan in May 2011, no further awards have been made under the 2004 Plan, although each option previously granted under the 2004 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2004 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2004 Plan instead will be available for issuance under the 2011 Plan.
30
2011 Plan
In May 2011, the Company adopted the 2011 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2011 Plan also provides for the automatic grant of option awards to our non-employee directors. Shares of common stock reserved for issuance under the 2011 Plan consist of 20,932,095 shares of common stock. In addition, the number of shares available for issuance under the 2011 Plan will be increased annually on the first day of the Companys fiscal year by an amount equal to the least of (a) four percent of the outstanding shares of the Companys common stock as of the last day of the Companys immediately preceding fiscal year or (b) such other amount as the Companys board of directors may determine. At December 31, 2014, there were 4,124,581 options and 2,854,955 restricted stock units outstanding under the 2011 Plan.
Stock Option Activity
A summary of the Companys stock option activity under all Plans is as follows:
Number of Options Outstanding |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
(years) | (in thousands) | |||||||||||||||
Outstanding at December 31, 2012 |
10,404,703 | $ | 17.37 | 7.5 | $ | 57,020 | ||||||||||
Granted |
1,756,630 | 30.18 | ||||||||||||||
Exercised |
(3,186,491 | ) | 15.12 | |||||||||||||
Forfeited |
(474,695 | ) | 22.87 | |||||||||||||
Cancelled |
(20,885 | ) | 23.03 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding at December 31, 2013 |
8,479,261 | $ | 20.49 | 7.1 | $ | 172,921 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Granted |
972,865 | 35.50 | ||||||||||||||
Exercised |
(1,615,116 | ) | 15.84 | |||||||||||||
Forfeited |
(236,714 | ) | 26.66 | |||||||||||||
Cancelled |
| | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding at December 31, 2014 |
7,600,296 | $ | 23.20 | 6.8 | $ | 57,663 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Vested and expected to vest |
||||||||||||||||
At December 31, 2013 |
8,226,494 | $ | 20.31 | 7.1 | $ | 169,248 | ||||||||||
At December 31, 2014 |
7,433,326 | $ | 23.02 | 6.8 | $ | 57,447 | ||||||||||
Exercisable options |
||||||||||||||||
At December 31, 2013 |
4,583,432 | $ | 16.82 | 6.2 | $ | 110,286 | ||||||||||
At December 31, 2014 |
5,079,091 | $ | 20.06 | 6.1 | $ | 51,494 |
The Company issues shares from the 2004 Plan and the 2011 Plan reserves upon the exercise of stock options. Shares of common stock reserved and available for future stock option grants under the 2011 Plan were 13,952,559 shares at December 31, 2014.
The Company received $25,386,000 and $48,473,000 in cash from option exercises under the respective Plans in 2014 and 2013, respectively. The Company issued shares from amounts reserved under the respective Plans upon the exercise of these stock options. The Company does not currently expect to repurchase shares from any source to satisfy such obligation under any of the Companys stock option Plans. The Company recognized a tax benefit of approximately $2,743,000, $8,226,000 and $7,122,000 from the exercise of stock options during the years ended December 31, 2014, 2013 and 2012, respectively. These tax benefits have been recorded in additional paid-in capital on the Companys consolidated balance sheet as of December 31, 2014 and 2013.
31
The weighted average grant date fair value of the options and restricted stock are summarized as follows:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Per share of options granted |
$ | 13.46 | $ | 13.81 | $ | 12.07 | ||||||
Per share of restricted stock and restricted stock units granted |
$ | 36.33 | $ | 29.36 | $ | 24.88 |
The aggregate intrinsic value of stock options exercised, represented in the stock option activity table above, was approximately $39,140,000, $52,949,000 and $40,394,000 during the years ended December 31, 2014, 2013 and 2012, respectively.
During 2014, 1,649,456 stock options vested with a weighted average grant date fair market value of $12.05 per share.
Restricted Stock Activity
A summary of the Companys restricted stock activity under the 2004 Plan and 2011 Plan is as follows:
Number of Awards Outstanding |
||||
Unvested balances at December 31, 2012 |
806,317 | |||
Awards granted |
1,658,132 | |||
Awards vested |
(241,517 | ) | ||
Awards forfeited |
(185,037 | ) | ||
|
|
|||
Unvested balances at December 31, 2013 |
2,037,895 | |||
Awards granted |
1,634,392 | |||
Awards vested |
(565,733 | ) | ||
Awards forfeited |
(251,599 | ) | ||
|
|
|||
Unvested balances at December 31, 2014 |
2,854,955 | |||
|
|
During 2014, 565,733 restricted stock awards and units vested with a weighted average grant date fair market value of $27.46 per share.
Accounting for Stock-Based Compensation
The Company uses the Black-Scholes option pricing model in valuing its stock options. The Black-Scholes model requires estimates regarding risk-free rate of return, dividend yields, expected term of the award, volatility and estimated forfeitures of awards during the service period.
The risk-free interest rate assumption used by the Company is based on observed market interest rates appropriate for the term of the Companys employee options. During the years ended December 31, 2014, 2013 and 2012, the Company estimated expected term based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The dividend yield assumption is based on historical and expected dividend payouts. The Company determined expected volatility of options granted using an average of the historical volatility measures of comparable companies from a representative industry peer group.
The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of
32
stock-based compensation expense to be recognized in future periods. For options granted, the Company amortizes the fair value on a straight-line basis over the vesting period of the options.
The fair value of stock option grants has been estimated at the date of grant using the BlackScholes option pricing model with the following weighted average assumptions:
Year Ended December 31, | ||||||
2014 | 2013 | 2012 | ||||
Risk-free interest rate |
1.62% to 1.78% | 0.65% to 1.41% | 0.78% to 1.32% | |||
Expected term |
4.93 to 5.10 years | 5.32 to 5.57 years | 5.59 to 5.83 years | |||
Dividend yield |
0.00% | 0.00% | 0.00% | |||
Expected volatility |
38.70% to 42.50% | 46.90% to 50.80% | 50.60% to 55.40% |
The following table summarizes the total stock-based compensation expense for the years ended December 31, 2014, 2013 and 2012 (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Cost of revenue |
$ | 3,245 | $ | 3,064 | $ | 2,675 | ||||||
Product development |
13,174 | 9,515 | 5,642 | |||||||||
Sales and marketing |
10,805 | 8,488 | 6,629 | |||||||||
General and administrative |
21,294 | 16,820 | 12,087 | |||||||||
|
|
|
|
|
|
|||||||
$ | 48,518 | $ | 37,887 | $ | 27,033 | |||||||
|
|
|
|
|
|
Total gross unrecognized compensation cost related to nonvested stock options and restricted stock was $95,989,000 and $84,248,000 as of December 31, 2014 and 2013, respectively. The Company expects to recognize the costs as of December 31, 2014 over a weighted average period of 2.36 years.
10. Redeemable Noncontrolling Interests
During the year ended December 31, 2013, the Company acquired 68.5% of the outstanding stock of travelmob Pte. Ltd. and 55% of the outstanding stock of Bookabach Limited. During the year ended December 31, 2014, the Company acquired 20% of the outstanding equity held by the remaining shareholders of Bookabach Limited. The redeemable noncontrolling interests are reported on the Consolidated Balance Sheets in mezzanine equity in Redeemable noncontrolling interests.
The Company recognizes changes to the redemption value of noncontrolling interests as they occur and adjusts the carrying value to equal the redemption value at the end of each reporting period accordingly.
Changes in the Companys redeemable noncontrolling interests for the year ended December 31, 2014 and 2013 are as follows (in thousands):
Balance at December 31, 2012 |
$ | | ||
Fair value at acquisition |
10,966 | |||
Net loss attributable to noncontrolling interests |
(395 | ) | ||
Currency translation adjustments |
13 | |||
|
|
|||
Balance at December 31, 2013 |
$ | 10,584 | ||
Net loss attributable to noncontrolling interests |
(1,839 | ) | ||
Changes to redemption value of noncontrolling interests |
2,421 | |||
Repurchase of redeemable noncontrolling interests |
(1,461 | ) | ||
Currency translation adjustments |
37 | |||
|
|
|||
Balance at December 31, 2014 |
$ | 9,742 | ||
|
|
33
11. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following at December 31, 2014 and 2013, respectively (in thousands):
December 31, | ||||||||
2014 | 2013 | |||||||
Foreign currency translation |
$ | (27,252 | ) | $ | (6,728 | ) | ||
Unrealized losses on short-term investments |
(801 | ) | (19 | ) | ||||
|
|
|
|
|||||
Total |
$ | (28,053 | ) | $ | (6,747 | ) | ||
|
|
|
|
12. Income Taxes
Income before income taxes includes the following components (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic |
$ | 15,523 | $ | 27,817 | $ | 19,934 | ||||||
Foreign |
5,716 | 1,198 | 8,202 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 21,239 | $ | 29,015 | $ | 28,136 | ||||||
|
|
|
|
|
|
The income tax expense (benefit) is comprised of the following (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current |
||||||||||||
Federal |
$ | | $ | | $ | | ||||||
State |
250 | 1,116 | 1,105 | |||||||||
Foreign |
5,999 | 4,771 | 9,625 | |||||||||
Deferred |
||||||||||||
Federal |
5,502 | 7,733 | 7,976 | |||||||||
State |
(831 | ) | 98 | (524 | ) | |||||||
Foreign |
(5,879 | ) | (1,511 | ) | (5,425 | ) | ||||||
Change in valuation allowance |
2,231 | (483 | ) | 418 | ||||||||
|
|
|
|
|
|
|||||||
$ | 7,272 | $ | 11,724 | $ | 13,175 | |||||||
|
|
|
|
|
|
During the three months ended December 31, 2014, the Company identified immaterial prior period accounting errors related to intercompany transactions and a Swiss foreign tax credit. The adjustments were not material to any prior period results of operations. Therefore, the Company recorded the correction in the same quarter it was identified, which increased income tax expense by approximately $796,000 during the three months ended December 31, 2014. The adjustments had no impact on cash flows from operations or total cash flows for the prior or current period.
34
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets (liabilities) consist of the following (in thousands):
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: |
||||||||
Net operating loss carryforward |
$ | 6,816 | $ | 6,760 | ||||
Tax credits |
1,082 | 551 | ||||||
Accrued liabilities |
8,960 | 6,615 | ||||||
Stock compensation |
16,621 | 11,143 | ||||||
Gift card deferred revenue and redemption liability |
1,451 | 1,346 | ||||||
Other deferred revenue |
1,413 | 1,304 | ||||||
Other |
959 | 310 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
37,302 | 28,029 | ||||||
Deferred tax liabilities: |
||||||||
Intangible assets |
(37,095 | ) | (34,473 | ) | ||||
Property and equipment |
(12,170 | ) | (6,530 | ) | ||||
Prepaid expenses |
(540 | ) | (907 | ) | ||||
Other |
(1,339 | ) | (536 | ) | ||||
|
|
|
|
|||||
Total deferred tax liabilities |
(51,144 | ) | (42,446 | ) | ||||
Valuation allowance |
(2,463 | ) | (362 | ) | ||||
|
|
|
|
|||||
Net deferred tax liabilities |
$ | (16,305 | ) | $ | (14,779 | ) | ||
|
|
|
|
In August 2013, in a series of transactions, the Company acquired 68.5% of the outstanding stock of travelmob Pte. Ltd. (see Note 3). A net deferred tax liability of approximately $513,000 was recorded upon the acquisition, primarily related to acquired intangibles, net of acquired net operating losses.
In November 2013, the Company acquired 55% of the outstanding stock of Bookabach Limited (see Note 3). A net deferred tax liability of approximately $228,000 was recorded upon the acquisition, primarily related to acquired intangibles. In November 2014, the Company acquired an additional 20% of the outstanding stock of Bookabach Limited.
In December 2013, the Company acquired 100% of the outstanding stock of Stayz Pty Limited (see Note 3). A net deferred tax liability of approximately $5,313,000 was recorded upon the acquisition, primarily related to acquired intangibles. Additionally, as a result of the acquisition, the Company released approximately $1,397,000 of valuation allowance against the net deferred tax assets of the Companys existing Australian subsidiary based on revised estimates of future taxable income including Stayz.
In March 2014, the Company acquired 100% of the outstanding stock of Glad to Have You, Inc. (see Note 3). A net deferred tax liability of approximately $1,653,000 was recorded upon the acquisition, primarily related to acquired intangibles, net of acquired net operating losses.
A valuation allowance is established if, based on the Companys review of both positive and negative evidence, it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company maintained a valuation allowance of approximately $2,463,000 and $362,000 at December 31, 2014 and December 31, 2013, respectively, primarily related to the uncertainty of the utilization of certain loss carryforwards as well as the inability to realize the benefit of basis differences in certain acquired intangible assets. After reviewing both positive and negative evidence, the Company determined that it is not more likely
35
than not that the deferred tax assets of the Companys subsidiaries in Singapore and Switzerland will be realized and recorded a valuation allowance against these assets of $1,920,000 in the year ended December 31, 2014 compared to $0 in the year ended December 31, 2013. There can be no assurance that the Company will meet its expectations of future taxable income. As a result, the amount of the deferred tax assets considered realizable could be reduced if estimates of future taxable income are reduced. Such an occurrence could materially adversely affect the Companys results of operations and financial condition. The Company will continue to evaluate the ability to realize, by jurisdiction, its deferred tax assets and related valuation allowances.
The following is a summary of the Companys loss carryforwards and their expiration at December 31, 2013 and 2014, respectively (in thousands):
December 31, | ||||||||||
Expiration | 2014 | 2013 | ||||||||
Federal loss carryforwards |
2025-2034 | $ | 15,722 | $ | 8,474 | |||||
State loss carryforwards |
2025-2034 | 396 | 447 | |||||||
Federal research and development credit carryforwards |
2027-2034 | 8,386 | 6,050 | |||||||
State research and development credit carryforwards |
2034 | 1,857 | 498 | |||||||
Texas margin tax credit carryforwards |
Indefinite | 310 | 310 | |||||||
Foreign loss carryforwards |
2018-Indefinite(1) | 26,046 | 25,690 | |||||||
Foreign local loss carryforwards |
2018-2020 | 517 | 686 | |||||||
Federal foreign tax credit carryforwards |
2020-2024 | 1,351 | 1,342 |
(1) | Of the Companys foreign net operating loss carryforwards, $11,697,000 will expire between 2018 and 2030 if not utilized, and $14,349,000 will carryforward indefinitely. |
The Company expects to record a credit to additional paid-in capital upon utilization of federal net operating loss and credit carryforwards of $10,323,000 and a credit to additional paid-in capital upon utilization of foreign net operating loss carryforwards of $750,000. In addition, all of the federal research and development tax credits will result in a credit to additional paid-in-capital when realized.
Under the Tax Reform Act of 1986, the amount of net operating losses and tax credits that can be carried forward may be limited in certain circumstances. Events that may cause changes in the Companys tax carryovers include, but are not limited to, a cumulative ownership change of more than 50.0% over a three-year period. Certain of the Companys operating losses that can be utilized in any one taxable year may be limited by future ownership changes. Currently, such a limitation exists on the net operating loss that was acquired in the Escapia, Second Porch and Glad to Have You acquisitions. A valuation allowance has been recorded to reduce the deferred tax asset to the value that the Company believes is more likely than not to be realized. A limitation also exists for losses attributable to the period of time before the February 1, 2005 Series A preferred stock financing transaction due to the deemed ownership change that occurred upon the issuance of those shares. The Company has not recorded a benefit for approximately $382,000 of net operating loss carryforwards that will expire unused.
36
The following is a reconciliation of the amount of the income tax expense that results from applying the federal statutory income tax rate to income before income taxes to the reported income tax expense (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal tax expense at statutory rate |
$ | 7,433 | $ | 10,155 | $ | 9,848 | ||||||
State taxes, net of federal tax benefit |
(552 | ) | 958 | 647 | ||||||||
Foreign tax rate differential |
(2,166 | ) | (1,191 | ) | (2,481 | ) | ||||||
Deferred charges |
1,908 | 1,959 | 1,582 | |||||||||
Stock compensation |
2,430 | 566 | 1,679 | |||||||||
Research and development credit |
(2,346 | ) | (3,220 | ) | | |||||||
Tax basis in Spanish intangibles |
(2,770 | ) | | | ||||||||
Non-deductible expenses |
331 | 2,342 | 355 | |||||||||
Other activity in unrecognized tax benefits |
816 | 540 | 2,325 | |||||||||
Other |
(43 | ) | 98 | (1,198 | ) | |||||||
Net increase (decrease) in valuation allowance |
2,231 | (483 | ) | 418 | ||||||||
|
|
|
|
|
|
|||||||
$ | 7,272 | $ | 11,724 | $ | 13,175 | |||||||
|
|
|
|
|
|
There was a tax benefit of $2,770,000 recorded in the year ended December 31, 2014 related to tax basis intangibles resulting from the merger of wholly owned subsidiaries of the Company in Spain.
Deferred U.S. income taxes and foreign withholding taxes are not provided on the undistributed cumulative earnings of foreign subsidiaries because those earnings are considered to be permanently reinvested in those operations. Any permanently reinvested earnings could become subject to additional U.S. taxes in certain circumstances (subject to an adjustment for foreign tax credits) and foreign withholding taxes if remitted to HomeAway, Inc. The determination of the amount of unrecognized tax liability is not practicable because of the complexities associated with multiple hypothetical calculations. There was approximately $28,012,000, $16,741,000 and $20,681,000 of cumulative earnings in the Companys foreign subsidiaries as of December 31, 2014, 2013 and 2012, respectively.
The Company follows the guidance on accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
The aggregate changes in the balance of unrecognized tax benefits were as follows, excluding interest and penalties (in thousands):
(in thousands) | Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance, beginning of year |
$ | 7,555 | $ | 5,590 | $ | 3,658 | ||||||
Increases for tax positions related to the current year |
2,130 | 1,013 | 1,815 | |||||||||
Increases for tax positions related to prior years |
2,166 | 1,702 | 1,135 | |||||||||
Decreases for tax positions related to prior years |
(556 | ) | (369 | ) | (739 | ) | ||||||
Reductions due to lapsed statute of limitations |
(1,221 | ) | (381 | ) | (279 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, end of year |
$ | 10,074 | $ | 7,555 | $ | 5,590 | ||||||
|
|
|
|
|
|
Included in the balance of unrecognized tax benefits at December 31, 2014, 2013, and 2012 are $3,663,000, $3,177,000, and $1,242,000, respectively, of unrecognized tax benefits that are offset against related deferred tax assets. If the Company were to recognize the unrecognized tax benefits as of December 31, 2014, 2013, and 2012, $9,122,000, $7,555,000, and $5,265,000, respectively, would impact the effective tax rate.
37
Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Companys tax audits are resolved in a manner not consistent with managements expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although timing of the resolution and closure of audits is not certain, as of December 31, 2014, there were approximately $1,611,000 of unrecognized tax benefits in several jurisdictions that the Company expects could decrease over the next 12 months due to the expiration of the respective statutes of limitation and $726,000 that could change over the next 12 months due to the conclusion of tax audits.
The Company includes interest and penalties related to unrecognized tax benefits as a component of income tax expense in the Consolidated Statement of Operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet and were insignificant in all periods presented.
As of December 31, 2014, in the United States, the tax years 2011 through 2013 remain open to examination in the federal jurisdiction and most state jurisdictions. Tax years 2005 through 2010 remain open to adjustment due to net operating losses carried forward into open tax years. HomeAway, Inc. is currently under audit in the U.S., and two of the Companys UK subsidiaries are currently under audit. Internationally, the following years remain open to examination:
Jurisdiction |
Open Tax Years | |||
Germany |
2011-2014 | |||
France |
2012-2014 | |||
Brazil |
2009-2014 | |||
United Kingdom |
2011-2014 | |||
Switzerland |
2010-2014 | |||
Australia |
2010-2014 | |||
Spain |
2010-2014 | |||
Thailand |
2013-2014 | |||
Singapore |
2011-2014 | |||
New Zealand |
2010-2014 | |||
Colombia |
2013-2014 | |||
Italy |
2013-2014 |
13. Net Income Per Share Attributable to HomeAway, Inc.
The following table sets forth the computation of basic and diluted net income per share attributable to HomeAway, Inc. (in thousands except share and per share amounts):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator |
||||||||||||
Net income attributable to HomeAway, Inc. |
$ | 13,384 | $ | 17,686 | $ | 14,961 | ||||||
|
|
|
|
|
|
|||||||
Denominator |
||||||||||||
Weighted average common shares outstanding-basic |
93,727 | 85,378 | 82,382 | |||||||||
Dilutive effect of stock options, warrants and restricted stock units |
2,754 | 2,881 | 2,560 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding-diluted |
96,481 | 88,259 | 84,942 | |||||||||
|
|
|
|
|
|
|||||||
Net income per share attributable to HomeAway, Inc.: |
||||||||||||
Basic |
$ | 0.14 | $ | 0.21 | $ | 0.18 | ||||||
Diluted |
$ | 0.14 | $ | 0.20 | $ | 0.18 |
38
The following common equivalent shares were excluded from the calculation of net income per share attributable to HomeAway, Inc. as their inclusion would have been anti-dilutive (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Stock options |
2,178 | 3,153 | 5,151 | |||||||||
Restricted stock units |
57 | 4 | 7 | |||||||||
Warrants |
7,716 | | | |||||||||
|
|
|
|
|
|
|||||||
Total common equivalent shares excluded |
9,951 | 3,157 | 5,158 | |||||||||
|
|
|
|
|
|
14. Domestic and Foreign Operations
The Company has operations in domestic and foreign regions, specifically in Europe, South America and the Asia Pacific region. Information about these operations is presented below (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue: |
||||||||||||
United States |
$ | 262,412 | $ | 211,473 | $ | 173,078 | ||||||
France |
59,306 | 52,222 | 42,451 | |||||||||
United Kingdom |
48,996 | 41,231 | 35,656 | |||||||||
Australia |
25,888 | 3,300 | 1,141 | |||||||||
Germany |
24,410 | 20,719 | 16,194 | |||||||||
Other international |
25,750 | 17,544 | 11,884 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
$ | 446,762 | $ | 346,489 | $ | 280,404 | ||||||
|
|
|
|
|
|
|||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Identifiable long-lived tangible assets: |
||||||||||||
United States |
$ | 85,116 | $ | 43,673 | $ | 32,936 | ||||||
International |
10,167 | 8,472 | 7,431 | |||||||||
|
|
|
|
|
|
|||||||
Total identifiable long-lived tangible assets |
$ | 95,283 | $ | 52,145 | $ | 40,367 | ||||||
|
|
|
|
|
|
Revenue attributed to the U.S. and international geographies are based upon the country in which the selling subsidiary of the Company is located.
Identifiable long-lived assets attributed to the U.S. and international geographies are based upon the country in which the asset is located or owned.
15. Employee Benefit Plans
The Company administers various employer-sponsored retirement plans in Colombia, France, Germany, Italy, Spain, Switzerland, the United Kingdom and the United States. The various plans allow for employer matching contributions to be made into the plans. Our total expense for these retirement plans is presented below (in thousands):
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Retirement plan contribution expense |
$ | 1,975 | $ | 1,907 | $ | 1,185 |
39
16. Guarantor and Non-Guarantor Supplemental Financial Information
On November 4, 2015, HomeAway, Inc. (HomeAway or the Company), Expedia, Inc., a Delaware corporation (Expedia), and HMS 1 Inc., a Delaware corporation and a direct 100 percent owned subsidiary of Expedia (Purchaser), entered into an Agreement and Plan of Reorganization (the Merger Agreement).
Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth in the Merger Agreement, Purchaser commenced an exchange offer (the Offer) to purchase any and all of the outstanding shares of HomeAway common stock. The exchange offer is scheduled to expire at 12:00 midnight, Eastern Standard Time, at the end of December 14, 2015.
As soon as practicable following the consummation of the Offer, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Purchaser will be merged with and into HomeAway (the First Merger), with HomeAway surviving the First Merger and (ii) immediately following the First Merger, HomeAway will be merged with and into Expedia (the Second Merger and together with the First Merger, the Mergers), with Expedia surviving the Second Merger.
On December 1, 2015, Expedia entered into an agreement for the private placement of $750 million of 5.000% senior unsecured notes due 2026 (the Notes). The private placement of the Notes was completed on December 8, 2015. The Notes were issued pursuant to an indenture dated as of December 8, 2015 (the Indenture) between Expedia, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee of the Notes (the Trustee).
Pursuant to the Indenture, the Notes are required to be guaranteed by certain of Expedias domestic subsidiaries and certain future domestic subsidiaries of Expedia. At the effective time of the First Merger, HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will enter into a supplement to the Indenture (the Supplemental Indenture) whereby HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will become guarantors of the Notes. At the effective time of the Second Merger, HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will remain guarantors of the Notes. HomeAway will have merged with and into Expedia, which is an obligor under the Notes. Under the Indenture, the guarantees are full, unconditional and joint and several with the exception of certain customary automatic subsidiary release conditions.
Pursuant to a registration rights agreement dated as of December 8, 2015 (the Registration Rights Agreement) among Expedia, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers of the Notes, Expedia agreed to use commercially reasonable best efforts to (i) file an exchange offer registration statement with respect to an offer to exchange the Notes and the guarantees thereof for substantially identical Notes and guarantees that are registered under the Securities Act (the Exchange Offer); (ii) cause the Exchange Offer registration statement to become effective; and (iii) consummate the Exchange Offer or, if required in lieu thereof, file a shelf registration statement and have it declared effective, in each case, within 365 days of issuance of the Notes. If Expedia fails to satisfy certain of its obligations under the Registration Rights Agreement (a Registration Default), it will be required to pay additional interest of 0.25% per annum to the holders of the Notes until such Registration Default is cured.
In contemplation of the closing of the Mergers and the ultimate registration of the Notes, the Company has prepared the condensed consolidated financial information shown below to reflect the effectiveness of the Mergers and HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) as guarantors of the Notes (and HomeAway as an obligor of the Notes as a result of its merger with and into Expedia).
40
Condensed Consolidating Balance Sheet
December 31, 2014
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 174,337 | $ | 19,977 | $ | 98,011 | $ | | $ | 292,325 | ||||||||||
Short-term investments |
520,844 | | | | 520,844 | |||||||||||||||
Accounts receivable, net |
| 12,113 | 11,076 | | 23,189 | |||||||||||||||
Income tax receivable |
1,168 | | 732 | | 1,900 | |||||||||||||||
Prepaid expenses and other current assets |
6,935 | 7,972 | 3,006 | | 17,913 | |||||||||||||||
Deferred tax assets |
6,875 | 123 | 1,776 | | 8,774 | |||||||||||||||
Intercompany receivable |
324 | 7,156 | 3 | (7,483 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
710,483 | 47,341 | 114,604 | (7,483 | ) | 864,945 | ||||||||||||||
Investment in subsidiaries |
399,286 | | | (399,286 | ) | | ||||||||||||||
Property and equipment, net |
7,457 | 42,022 | 6,694 | | 56,173 | |||||||||||||||
Goodwill |
| 210,300 | 283,371 | | 493,671 | |||||||||||||||
Intangible assets, net |
1,816 | 32,938 | 35,702 | | 70,456 | |||||||||||||||
Non-marketable investments |
35,285 | | | | 35,285 | |||||||||||||||
Deferred tax assets |
| | 1,545 | | 1,545 | |||||||||||||||
Other non-current assets |
228 | 351 | 7,474 | | 8,053 | |||||||||||||||
Intercompany loans receivable |
117,480 | 18,336 | | (135,816 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 1,272,035 | $ | 351,288 | $ | 449,390 | $ | (542,585 | ) | $ | 1,530,128 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities, redeemable noncontrolling interests and stockholders equity | ||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Accounts payable |
$ | | $ | 6,765 | $ | 1,516 | $ | | $ | 8,281 | ||||||||||
Income tax payable |
(153 | ) | 153 | 1,344 | | 1,344 | ||||||||||||||
Accrued expenses |
202 | 29,837 | 20,216 | | 50,255 | |||||||||||||||
Deferred revenue |
| 103,571 | 66,951 | | 170,522 | |||||||||||||||
Intercompany payable |
1,074 | 137 | 6,272 | (7,483 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
1,123 | 140,463 | 96,299 | (7,483 | ) | 230,402 | ||||||||||||||
Convertible senior notes, net |
316,181 | | | | 316,181 | |||||||||||||||
Deferred revenue, less current portion |
| 3,133 | 46 | | 3,179 | |||||||||||||||
Deferred tax liabilities |
20,812 | 1,777 | 4,035 | | 26,624 | |||||||||||||||
Other non-current liabilities |
2,111 | 6,407 | 3,674 | | 12,192 | |||||||||||||||
Intercompany loans payable |
| | 135,816 | (135,816 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
340,227 | 151,780 | 239,870 | (143,299 | ) | 588,578 | ||||||||||||||
Redeemable noncontrolling interests |
| | 9,742 | | 9,742 | |||||||||||||||
Total stockholders equity |
931,808 | 199,508 | 199,778 | (399,286 | ) | 931,808 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities, redeemable noncontrolling interests and stockholders equity |
$ | 1,272,035 | $ | 351,288 | $ | 449,390 | $ | (542,585 | ) | $ | 1,530,128 | |||||||||
|
|
|
|
|
|
|
|
|
|
41
Condensed Consolidating Statement of Operations
Fiscal year ended December 31, 2014
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Listing |
$ | | $ | 195,882 | $ | 181,241 | $ | (5,184 | ) | $ | 371,939 | |||||||||
Other |
| 71,664 | 6,545 | (3,386 | ) | 74,823 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
| 267,546 | 187,786 | (8,570 | ) | 446,762 | ||||||||||||||
Costs and expenses: |
||||||||||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
230 | 53,983 | 21,969 | (8,570 | ) | 67,612 | ||||||||||||||
Product development |
391 | 65,087 | 11,604 | | 77,082 | |||||||||||||||
Sales and marketing |
1,483 | 66,628 | 86,884 | | 154,995 | |||||||||||||||
General and administrative |
3,220 | 68,039 | 21,872 | | 93,131 | |||||||||||||||
Amortization expense |
251 | 5,381 | 8,284 | | 13,916 | |||||||||||||||
Intercompany (income) expense, net |
| (19,105 | ) | 19,105 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
(5,575 | ) | 27,533 | 18,068 | | 40,026 | ||||||||||||||
Other income (expense): |
||||||||||||||||||||
Equity in earnings of consolidated subsidiaries |
23,176 | | | (23,176 | ) | | ||||||||||||||
Interest expense |
(13,290 | ) | | (1,108 | ) | 1,065 | (13,333 | ) | ||||||||||||
Interest income |
2,026 | 227 | 540 | (1,065 | ) | 1,728 | ||||||||||||||
Other expense, net |
(234 | ) | (166 | ) | (6,782 | ) | | (7,182 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
11,678 | 61 | (7,350 | ) | (23,176 | ) | (18,787 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
6,103 | 27,594 | 10,718 | (23,176 | ) | 21,239 | ||||||||||||||
Income tax (expense) benefit |
7,281 | (12,476 | ) | (2,077 | ) | | (7,272 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
13,384 | 15,118 | 8,641 | (23,176 | ) | 13,967 | ||||||||||||||
Less: Impact of noncontrolling interests, net of tax |
| | 583 | | 583 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to HomeAway, Inc. |
$ | 13,384 | $ | 15,118 | $ | 8,058 | $ | (23,176 | ) | $ | 13,384 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to HomeAway, Inc. |
$ | 12,017 | $ | 15,118 | $ | (9,496 | ) | $ | (23,176 | ) | $ | (5,537 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2014
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||
Parent | Subsidiaries | Subsidiaries | Total | |||||||||||||
Cash flows from operating activities |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by operating activities |
$ | 21,249 | $ | 99,158 | $ | 24,957 | $ | 145,364 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from investing activities |
||||||||||||||||
Acquisition of businesses, net of cash acquired |
| (17,847 | ) | | (17,847 | ) | ||||||||||
Change in restricted cash |
| | (501 | ) | (501 | ) | ||||||||||
Purchases of intangibles and other assets |
| (473 | ) | | (473 | ) | ||||||||||
Purchases and sales of non-marketable investments |
(25,148 | ) | | | (25,148 | ) | ||||||||||
Purchases of short-term investments |
(575,606 | ) | | | (575,606 | ) | ||||||||||
Proceeds from maturities and redemptions of marketable securities |
109,516 | | | 109,516 | ||||||||||||
Proceeds from sales of marketable securities |
4,358 | | | 4,358 | ||||||||||||
Net settlement of foreign currency forwards |
1,424 | | (1,752 | ) | (328 | ) | ||||||||||
Purchases of property and equipment |
(5,498 | ) | (24,931 | ) | (1,218 | ) | (31,647 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
(490,954 | ) | (43,251 | ) | (3,471 | ) | (537,676 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||||||
Repurchase of redeemable noncontrolling interest |
| | (1,461 | ) | (1,461 | ) | ||||||||||
Proceeds from borrowings on convertible senior notes, net |
390,978 | | | 390,978 | ||||||||||||
Proceeds from issuance of warrants |
38,278 | | | 38,278 | ||||||||||||
Purchase of convertible note hedge |
(85,853 | ) | | | (85,853 | ) | ||||||||||
Other financing activities |
(919 | ) | | | (919 | ) | ||||||||||
Proceeds from exercise of options to purchase common stock |
25,386 | | | 25,386 | ||||||||||||
Excess tax benefit from stock-based compensation |
3,092 | | | 3,092 | ||||||||||||
Intercompany transfers |
59,867 | (58,500 | ) | (1,367 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities |
430,829 | (58,500 | ) | (2,828 | ) | 369,501 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents |
| (43 | ) | (9,429 | ) | (9,472 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
(38,876 | ) | (2,636 | ) | 9,229 | (32,283 | ) | |||||||||
Cash and cash equivalents at beginning of period |
213,213 | 22,613 | 88,782 | 324,608 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of period |
$ | 174,337 | $ | 19,977 | $ | 98,011 | $ | 292,325 | ||||||||
|
|
|
|
|
|
|
|
42
FINANCIAL STATEMENT SCHEDULE
SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS
Beginning Balance |
Additions | Write-offs | Ending Balance |
|||||||||||||
(in thousands) | ||||||||||||||||
Allowance for doubtful accounts: |
||||||||||||||||
Year ended December 31, 2014 |
$ | 1,038 | $ | 471 | $ | (846 | ) | $ | 663 | |||||||
Year ended December 31, 2013 |
633 | 980 | (575 | ) | 1,038 | |||||||||||
Year ended December 31, 2012 |
425 | 647 | (439 | ) | 633 |
Beginning Balance |
Additions | Reductions | Ending Balance |
|||||||||||||
(in thousands) | ||||||||||||||||
Deferred Tax Asset Valuation Allowance: |
||||||||||||||||
Year ended December 31, 2014 |
$ | 362 | $ | 2,270 | $ | (169 | ) | $ | 2,463 | |||||||
Year ended December 31, 2013 |
921 | 838 | (1,397 | ) | 362 | |||||||||||
Year ended December 31, 2012 |
507 | 753 | (339 | ) | 921 |
43
Selected Quarterly Financial Data
(Unaudited)
For the Three Months Ended: | ||||||||||||||||||||||||||||||||
March 31, 2013 |
June 30, 2013 |
September 30, 2013 |
December 31, 2013 |
March 31, 2014 |
June 30, 2014 |
September 30, 2014 |
December 31, 2014 |
|||||||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||||||||||||||
Revenue |
$ | 79,464 | $ | 86,608 | $ | 90,148 | $ | 90,269 | $ | 105,682 | $ | 114,256 | $ | 117,112 | $ | 109,712 | ||||||||||||||||
Net income (loss) attributable to HomeAway, Inc. |
$ | 5,295 | $ | 5,470 | $ | 8,478 | $ | (1,557 | ) | $ | 4,443 | $ | 3,867 | $ | 4,912 | $ | 162 | (1) | ||||||||||||||
Net income (loss) per sharebasic and diluted |
$ | 0.06 | $ | 0.06 | $ | 0.10 | $ | (0.02 | ) | $ | 0.05 | $ | 0.04 | $ | 0.05 | $ | 0.00 | |||||||||||||||
Shares used in per share calculationbasic |
83,940 | 84,920 | 85,452 | 87,111 | 92,699 | 93,671 | 94,106 | 94,378 | ||||||||||||||||||||||||
Shares used in per share calculationdiluted |
86,492 | 87,647 | 88,215 | 90,144 | 96,295 | 96,011 | 96,389 | 96,600 |
44
Exhibit 99.2
Condensed Consolidated Balance Sheets
(In thousands, except for share and per share information)
(unaudited)
September 30, 2015 |
December 31, 2014 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 301,293 | $ | 292,325 | ||||
Short-term investments |
618,343 | 520,844 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $633 and $663 as of September 30, 2015 and December 31, 2014, respectively |
24,019 | 23,189 | ||||||
Income tax receivable |
1,680 | 1,900 | ||||||
Prepaid expenses and other current assets |
18,269 | 17,913 | ||||||
Deferred tax assets |
9,384 | 8,774 | ||||||
|
|
|
|
|||||
Total current assets |
972,988 | 864,945 | ||||||
Property and equipment, net |
60,773 | 56,173 | ||||||
Goodwill |
460,049 | 493,671 | ||||||
Intangible assets, net |
58,003 | 70,456 | ||||||
Non-marketable investments |
39,549 | 35,285 | ||||||
Deferred tax assets |
880 | 1,545 | ||||||
Other non-current assets |
6,295 | 8,053 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,598,537 | $ | 1,530,128 | ||||
|
|
|
|
|||||
Liabilities, redeemable noncontrolling interests and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 7,487 | $ | 8,281 | ||||
Income tax payable |
907 | 1,344 | ||||||
Accrued expenses |
50,446 | 50,255 | ||||||
Deferred revenue |
193,769 | 170,522 | ||||||
|
|
|
|
|||||
Total current liabilities |
252,609 | 230,402 | ||||||
Convertible senior notes, net |
329,905 | 316,181 | ||||||
Deferred revenue, less current portion |
2,981 | 3,179 | ||||||
Deferred tax liabilities |
24,376 | 26,624 | ||||||
Other non-current liabilities |
19,817 | 12,192 | ||||||
|
|
|
|
|||||
Total liabilities |
629,688 | 588,578 | ||||||
|
|
|
|
|||||
Commitments and contingencies (see Note 6) |
||||||||
Redeemable noncontrolling interests (see Note 8) |
9,033 | 9,742 | ||||||
Stockholders equity: |
||||||||
Common stock: $0.0001 par value; 350,000,000 shares authorized; 96,162,374 and 94,515,344 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively |
10 | 9 | ||||||
Additional paid-in capital |
1,076,292 | 1,022,586 | ||||||
Accumulated other comprehensive loss |
(60,608 | ) | (28,053 | ) | ||||
Accumulated deficit |
(55,878 | ) | (62,734 | ) | ||||
|
|
|
|
|||||
Total stockholders equity |
959,816 | 931,808 | ||||||
|
|
|
|
|||||
Total liabilities, redeemable noncontrolling interests and stockholders equity |
$ | 1,598,537 | $ | 1,530,128 | ||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
1
Condensed Consolidated Statements of Operations
(In thousands, except for per share information)
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenue: |
||||||||||||||||
Listing |
$ | 106,484 | $ | 96,601 | $ | 301,281 | $ | 278,459 | ||||||||
Other |
24,198 | 20,511 | 74,272 | 58,591 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
130,682 | 117,112 | 375,553 | 337,050 | ||||||||||||
Costs and expenses: |
||||||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
19,361 | 16,926 | 58,472 | 50,291 | ||||||||||||
Product development |
22,058 | 20,212 | 65,235 | 56,952 | ||||||||||||
Sales and marketing |
42,963 | 42,234 | 143,850 | 117,251 | ||||||||||||
General and administrative |
23,874 | 22,995 | 72,115 | 69,467 | ||||||||||||
Amortization expense |
2,819 | 3,397 | 8,713 | 10,163 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total costs and expenses |
111,075 | 105,764 | 348,385 | 304,124 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
19,607 | 11,348 | 27,168 | 32,926 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(4,718 | ) | (4,373 | ) | (13,971 | ) | (8,842 | ) | ||||||||
Interest income |
927 | 552 | 2,426 | 1,117 | ||||||||||||
Other expense, net |
(338 | ) | (1,434 | ) | (633 | ) | (6,452 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense) |
(4,129 | ) | (5,255 | ) | (12,178 | ) | (14,177 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
15,478 | 6,093 | 14,990 | 18,749 | ||||||||||||
Income tax expense |
(5,625 | ) | (845 | ) | (9,757 | ) | (5,909 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
9,853 | 5,248 | 5,233 | 12,840 | ||||||||||||
Less: Impact of noncontrolling interests, net of tax |
(564 | ) | 336 | (709 | ) | (382 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to HomeAway, Inc. |
$ | 10,417 | $ | 4,912 | $ | 5,942 | $ | 13,222 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per share attributable to HomeAway Inc.: |
||||||||||||||||
Basic |
$ | 0.11 | $ | 0.05 | $ | 0.06 | $ | 0.14 | ||||||||
Diluted |
$ | 0.11 | $ | 0.05 | $ | 0.06 | $ | 0.14 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average number of shares outstanding: |
||||||||||||||||
Basic |
95,716 | 94,106 | 95,162 | 93,507 | ||||||||||||
Diluted |
97,688 | 96,389 | 97,389 | 96,358 | ||||||||||||
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
2
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net income |
$ | 9,853 | $ | 5,248 | $ | 5,233 | $ | 12,840 | ||||||||
Other comprehensive income (loss): |
||||||||||||||||
Foreign currency translation adjustments (net of tax) |
(19,823 | ) | (14,793 | ) | (29,024 | ) | (6,463 | ) | ||||||||
Unrealized gain (loss) on short-term investments (net of tax) |
209 | (491 | ) | 618 | (642 | ) | ||||||||||
Defined benefit pension plan adjustments |
96 | | (4,149 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other comprehensive loss, net of tax |
(19,518 | ) | (15,284 | ) | (32,555 | ) | (7,105 | ) | ||||||||
Less: Comprehensive loss attributable to noncontrolling interests |
(655 | ) | (515 | ) | (1,623 | ) | (1,233 | ) | ||||||||
Currency translation adjustments attributable to noncontrolling interests |
| 12 | | 29 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income (loss) attributable to HomeAway, Inc. |
$ | (9,010 | ) | $ | (9,509 | ) | $ | (25,699 | ) | $ | 6,997 | |||||
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
3
Consolidated Statement of Changes in Stockholders Equity
(In thousands)
(unaudited)
Common Stock | ||||||||||||||||||||||||
Number of Shares |
Amount | Additional Paid- in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Stockholders Equity |
|||||||||||||||||||
Balance at December 31, 2014 |
94,515 | $ | 9 | $ | 1,022,586 | $ | (28,053 | ) | $ | (62,734 | ) | $ | 931,808 | |||||||||||
Issuance of stock under Company plans, net of shares withheld for taxes |
1,647 | 1 | 9,639 | | | 9,640 | ||||||||||||||||||
Stock-based compensation |
| | 37,487 | | | 37,487 | ||||||||||||||||||
Excess tax benefits related to employee stock options |
| | 7,494 | | | 7,494 | ||||||||||||||||||
Other comprehensive loss |
| | | (32,555 | ) | | (32,555 | ) | ||||||||||||||||
Net income (loss) attributable to HomeAway, Inc. |
| | (914 | ) | | 6,856 | 5,942 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at September 30, 2015 |
96,162 | $ | 10 | $ | 1,076,292 | $ | (60,608 | ) | $ | (55,878 | ) | $ | 959,816 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
4
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended September 30, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 5,233 | $ | 12,840 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
16,204 | 12,091 | ||||||
Amortization of intangible assets |
8,713 | 10,163 | ||||||
Amortization of debt discount and transaction costs |
13,764 | 8,720 | ||||||
Amortization of premiums on securities and other |
8,683 | 4,288 | ||||||
Stock-based compensation |
37,487 | 35,582 | ||||||
Excess tax benefit related to stock-based compensation |
(8,161 | ) | (2,583 | ) | ||||
Deferred income taxes |
(1,368 | ) | (435 | ) | ||||
Net unrealized foreign exchange loss (gain) |
15,564 | (6,057 | ) | |||||
Realized loss (gain) on foreign currency forwards |
(15,081 | ) | 12,011 | |||||
Changes in operating assets and liabilities, net of assets and liabilities assumed in business combinations: |
||||||||
Accounts receivable |
(2,172 | ) | (2,591 | ) | ||||
Income tax receivable |
(426 | ) | (1,590 | ) | ||||
Prepaid expenses and other current assets |
(2,519 | ) | (4,938 | ) | ||||
Accounts payable |
1,151 | 6,668 | ||||||
Accrued expenses |
1,748 | (3,394 | ) | |||||
Income tax payable |
7,087 | 1,272 | ||||||
Deferred revenue |
29,667 | 25,392 | ||||||
Other non-current liabilities |
3,520 | 3,976 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
119,094 | 111,415 | ||||||
|
|
|
|
|||||
Cash flows from investing activities |
||||||||
Acquisition of businesses, net of cash acquired |
| (17,847 | ) | |||||
Change in restricted cash |
122 | 166 | ||||||
Purchases of intangibles and other assets |
(278 | ) | (303 | ) | ||||
Purchases and sales of non-marketable investments |
(3,866 | ) | (10,135 | ) | ||||
Purchases of short-term investments |
(379,387 | ) | (473,331 | ) | ||||
Proceeds from maturities and redemptions of marketable securities |
272,022 | 23,048 | ||||||
Proceeds from sales of marketable securities |
1,525 | 4,358 | ||||||
Net settlement of foreign currency forwards |
15,081 | (12,011 | ) | |||||
Purchases of property and equipment |
(23,792 | ) | (20,456 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(118,573 | ) | (506,511 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities |
||||||||
Proceeds from borrowings on convertible senior notes, net |
| 390,978 | ||||||
Proceeds from issuance of warrants |
| 38,278 | ||||||
Purchase of convertible note hedge |
| (85,853 | ) | |||||
Other financing activities |
| (919 | ) | |||||
Proceeds from exercise of options to purchase common stock |
9,640 | 22,827 | ||||||
Excess tax benefit from stock-based compensation |
8,161 | 2,583 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
17,801 | 367,894 | ||||||
|
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
(9,354 | ) | (5,303 | ) | ||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
8,968 | (32,505 | ) | |||||
Cash and cash equivalents at beginning of period |
292,325 | 324,608 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
$ | 301,293 | $ | 292,103 | ||||
|
|
|
|
|||||
Cash paid for interest |
$ | 503 | $ | 253 | ||||
Cash paid for taxes, net of refunds |
$ | 2,091 | $ | 3,727 | ||||
Supplemental disclosure of non-cash activities |
||||||||
Changes to accrued capital expenditures |
$ | 2,455 | $ | | ||||
Changes to redemption value of noncontrolling interests |
$ | 914 | $ | 851 |
The accompanying notes are an integral part of these financial statements.
5
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Description of Business
HomeAway, Inc. (the Company) operates an online vacation rental property marketplace that enables property owners and managers to market properties available for rental to vacation travelers who rely on the Companys websites to search for and find available properties. Property owners and managers pay listing fees to provide detailed listings of their properties on the Companys websites and reach a broad audience of travelers seeking vacation rentals. Listing fees are typically annual subscriptions or payments on a performance basis, based on bookings or inquiries made by travelers to property owners and managers. A listing includes published detailed property information, including photographs, descriptions, location, pricing, availability and contact information. The Company also sells, directly or through third parties, complementary products, including travel guarantees, insurance products and property management software and services. Travelers use the network of websites to search for vacation rentals meeting their desired criteria, including location, size and price. Travelers that find properties meeting their requirements through the Companys marketplace are able to make reservations online or contact property owners and managers directly by phone or through form-based communication tools on the Companys websites.
The Company is a Delaware corporation headquartered in Austin, Texas.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of HomeAway, Inc. and its wholly and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission, (the SEC). All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of the Companys management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments and those items discussed in these notes, necessary for a fair statement of the Companys financial position, as of September 30, 2015 and December 31, 2014, results of operations for the three and nine months ended September 30, 2015 and September 30, 2014, comprehensive income (loss) for the three and nine months ended September 30, 2015 and September 30, 2014, cash flows for the nine months ended September 30, 2015 and September 30, 2014, and changes in stockholders equity for the nine months ended September 30, 2015. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for this interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or for any other period.
Business Segment
The Company has one operating segment consisting of various products and services related to its online marketplace of accommodation rental listings. The Companys chief operating decision maker is the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Companys future results of operations and financial position. Significant items subject to estimates and assumptions include certain revenues, traveler guarantees, the allowance for doubtful accounts, marketable and non-marketable investments, goodwill and other indefinite-lived intangible assets, definite-lived intangible assets, depreciation and amortization, stock-based compensation, deferred income taxes and noncontrolling interests.
6
Fair Value of Financial Instruments
Fair value is defined as the price received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1: | Valuations based on quoted prices for identical assets and liabilities in active markets. | |
Level 2: | Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |
Level 3: | Valuations based on unobservable inputs reflecting the Companys assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
The Companys financial instruments classified as Level 1 are valued using quoted prices generated by market transactions involving identical assets. Instruments classified as Level 2 are valued using non-binding market consensus prices corroborated with observable market data; quoted market prices for similar instruments in active markets; or pricing models, such as a discounted cash flow model, with significant inputs derived from or corroborated with observable market data. The Company did not hold financial instruments categorized as Level 3 in any period presented.
Short-term investments are classified as available-for-sale and reported at fair value using the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a component of other comprehensive income (loss), net of tax. Additionally, the Company periodically assesses whether an other than temporary impairment loss on investments has occurred due to declines in fair value or other market conditions. Declines in fair value considered other-than-temporary are recorded as an impairment in the condensed consolidated statement of operations. The Company did not record impairments of its investments during any of the periods presented.
The carrying amounts of certain of the Companys financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities and deferred revenue approximate fair value because of the relatively short maturity of these instruments.
The following table summarizes the basis used to measure certain financial assets at fair value on a recurring basis in the Companys condensed consolidated balance sheet at September 30, 2015 (in thousands):
Balance as of September 30, 2015 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
$ | 151,691 | $ | 151,691 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents |
151,691 | 151,691 | | | ||||||||||||
Restricted cash |
||||||||||||||||
Time deposits |
1,983 | | 1,983 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total restricted cash |
1,983 | | 1,983 | | ||||||||||||
Short-term investments |
||||||||||||||||
U.S. government agency bonds |
23,339 | | 23,339 | | ||||||||||||
Time deposits |
39,529 | | 39,529 | | ||||||||||||
Corporate bonds |
346,782 | | 346,782 | | ||||||||||||
International government bonds |
21,390 | | 21,390 | | ||||||||||||
Municipal bonds |
187,303 | | 187,303 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
618,343 | | 618,343 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 772,017 | $ | 151,691 | $ | 620,326 | $ | | ||||||||
|
|
|
|
|
|
|
|
7
The following table summarizes the basis used to measure certain financial assets at fair value on a recurring basis in the Companys condensed consolidated balance sheet at December 31, 2014 (in thousands):
Balance as of December 31, 2014 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
$ | 183,008 | $ | 183,008 | $ | | $ | | ||||||||
Municipal bonds |
1,001 | | 1,001 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents |
184,009 | 183,008 | 1,001 | | ||||||||||||
Restricted cash |
| |||||||||||||||
Time deposits |
2,058 | | 2,058 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total restricted cash |
2,058 | | 2,058 | | ||||||||||||
Short-term investments |
||||||||||||||||
Time deposits |
21,726 | | 21,726 | | ||||||||||||
Corporate bonds |
353,212 | | 353,212 | | ||||||||||||
International government bonds |
1,501 | | 1,501 | | ||||||||||||
Municipal bonds |
140,406 | | 140,406 | | ||||||||||||
Commercial paper |
3,999 | | 3,999 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
520,844 | | 520,844 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | 706,911 | $ | 183,008 | $ | 523,903 | $ | | ||||||||
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
Cash and cash equivalents include investments in demand deposits, money market funds, and municipal bonds readily convertible into cash. Cash and cash equivalents are stated at cost, which approximates fair value. The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash and cash equivalents consisted of the following (in thousands):
September 30, 2015 |
December 31, 2014 |
|||||||
Demand deposit accounts |
$ | 149,602 | $ | 108,316 | ||||
Money market funds |
151,691 | 183,008 | ||||||
Municipal bonds |
| 1,001 | ||||||
|
|
|
|
|||||
Total cash and cash equivalents |
$ | 301,293 | $ | 292,325 | ||||
|
|
|
|
Restricted Cash
Restricted cash of $2,200,000 and $2,492,000 at September 30, 2015 and December 31, 2014, respectively, was held in accounts owned by the Company to secure property licenses, leased office space, credit card availability and reimbursable direct debits due from the Company. Restricted cash is recorded as Other non-current assets on the Companys condensed consolidated balance sheets.
Short-term Investments
Short-term investments generally consist of marketable securities with original maturities greater than ninety days as of the date of purchase. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations, including those with contractual maturities greater than one year from the date of purchase, are classified as short-term. The Companys investment securities are classified as available-for-sale and presented at estimated fair value with any unrealized gains and losses included in other comprehensive income (loss).
8
Cash flows from purchases, sales and maturities of available-for-sale securities are classified as investing activities and reported gross, including any related premiums or discounts. Premiums related to purchases of available-for-sale securities were $9,240,000 and $11,239,000 during the nine months ended September 30, 2015 and 2014, respectively. Short-term investments consisted of the following (in thousands):
September 30, 2015 | ||||||||||||||||
Gross Cost | Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||
U.S government agency bonds |
$ | 23,375 | $ | 3 | $ | (39 | ) | $ | 23,339 | |||||||
Time deposits |
39,529 | | | 39,529 | ||||||||||||
Corporate bonds |
346,949 | 141 | (308 | ) | 346,782 | |||||||||||
International government bonds |
21,418 | | (28 | ) | 21,390 | |||||||||||
Municipal bonds |
187,254 | 83 | (34 | ) | 187,303 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
$ | 618,525 | $ | 227 | $ | (409 | ) | $ | 618,343 | |||||||
|
|
|
|
|
|
|
|
December 31, 2014 | ||||||||||||||||
Gross Cost | Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||
Time deposits |
$ | 21,726 | $ | | $ | | $ | 21,726 | ||||||||
Corporate bonds |
353,957 | 7 | (752 | ) | 353,212 | |||||||||||
International government bonds |
1,504 | | (3 | ) | 1,501 | |||||||||||
Municipal bonds |
140,455 | 45 | (94 | ) | 140,406 | |||||||||||
Commercial paper |
3,999 | | | 3,999 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
$ | 521,641 | $ | 52 | $ | (849 | ) | $ | 520,844 | |||||||
|
|
|
|
|
|
|
|
For fixed income securities with unrealized losses as of September 30, 2015, the Company does not intend to sell any of these investments; and the Company expects it will not be required to sell any of these investments before recovery of the entire amortized cost basis. The Company has evaluated these fixed income securities and determined that no credit losses exist. Accordingly, the Company has determined that the unrealized losses on fixed income securities as of September 30, 2015 were temporary in nature.
The following table summarizes the contractual underlying maturities of the Companys short-term investments (in thousands):
September 30, 2015 | ||||||||||||
Less than 1 Year | 1 to 3 Years | Total | ||||||||||
U.S government agency bonds |
$ | 597 | $ | 22,742 | $ | 23,339 | ||||||
Time deposits |
25,951 | 13,578 | 39,529 | |||||||||
Corporate bonds |
203,039 | 143,743 | 346,782 | |||||||||
International government bonds |
15,192 | 6,198 | 21,390 | |||||||||
Municipal bonds |
131,167 | 56,136 | 187,303 | |||||||||
|
|
|
|
|
|
|||||||
Total short-term investments |
$ | 375,946 | $ | 242,397 | $ | 618,343 | ||||||
|
|
|
|
|
|
December 31, 2014 | ||||||||||||
Less than 1 Year | 1 to 3 Years | Total | ||||||||||
Time deposits |
$ | 21,479 | $ | 247 | $ | 21,726 | ||||||
Corporate bonds |
240,570 | 112,642 | 353,212 | |||||||||
International government bonds |
1,501 | | 1,501 | |||||||||
Municipal bonds |
87,615 | 52,791 | 140,406 | |||||||||
Commercial paper |
3,999 | | 3,999 | |||||||||
|
|
|
|
|
|
|||||||
Total short-term investments |
$ | 355,164 | $ | 165,680 | $ | 520,844 | ||||||
|
|
|
|
|
|
Non-marketable Cost Investments
During the nine months ended September 30, 2015, the Company invested $2,799,000 for a non-controlling equity interest in a privately-held vacation rental website company in Canada and $2,000,000 for a non-controlling equity interest in a privately-held vacation rental website company in Turkey. The Company also has a non-controlling equity interest in a privately-held company in China with a carrying value of $19,498,000 and a non-controlling equity investment with a carrying value of $15,000,000 in a privately-held company in the United States that operates a travel research application and website.
9
The Companys investment in these privately-held companies is reported using the cost method of accounting and adjusted to fair value when an event or circumstance indicates an other-than-temporary decline in value has occurred. No event or circumstance indicating an other-than-temporary decline in value of the Companys interest in the non-marketable cost investments has been identified during any of the periods presented.
Accounts Receivable
Accounts receivable are generated from credit card merchants who process the Companys property listing sales, property listings sold on installments to the Companys customers, partners who advertise the Companys inventory on their websites and/or sell ancillary products to the Companys customers and Internet display advertising. Accounts receivable outstanding beyond the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by estimating losses on receivables based on known troubled accounts and historical experiences of losses incurred.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Computer equipment and purchased software are generally depreciated over three years. Furniture and fixtures are generally depreciated over five to ten years. Leasehold improvements are depreciated over the shorter of the contractual lease period or estimated useful life. Upon disposal, property and equipment and the related accumulated depreciation are removed and the resulting gain or loss is reflected in the condensed consolidated statements of operations. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized.
The Company capitalizes certain internally developed software and website development costs. These capitalized costs were approximately $38,759,000 and $36,038,000 at September 30, 2015 and December 31, 2014, respectively, and are included in property and equipment, net, in the condensed consolidated balance sheets. Internally developed software costs are generally depreciated over five years.
The Company recorded depreciation expense on internally developed software and website development costs as follows (in thousands):
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Depreciation expense on internally developed software and website development costs |
$ | 1,677 | $ | 1,343 | $ | 4,867 | $ | 3,947 |
Goodwill and Intangible Assets
Goodwill arises from business combinations and is measured as the excess of the purchase consideration over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. The Company uses estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date, and these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed are recorded with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the condensed consolidated statements of operations.
Goodwill and intangible assets deemed to have indefinite useful lives, such as certain trade names, are not amortized. Tests for impairment of goodwill and indefinite-lived intangible assets are performed on an annual basis or when events or circumstances indicate that the carrying amount may not be recoverable.
Circumstances that could trigger an impairment test outside of the annual test include but are not limited to: a significant adverse change in the business climate or legal factors, adverse cash flow trends, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, decline in stock price and the results of tests for recoverability of a significant asset group. The Company has determined that no triggering event occurred during any of the periods presented.
For goodwill and indefinite-lived intangible assets, the Company completes a Step 0 analysis, which involves evaluating qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance related to its goodwill and its indefinite-lived intangible assets. If the Companys Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit or of an indefinite-lived intangible asset is less than its carrying amount, then the Company would perform a quantitative two-step impairment test. The quantitative analysis compares the fair value of the Companys reporting unit or indefinite-lived intangible assets to its carrying amount, and an impairment loss is recognized equivalent
10
to the excess of the carrying amount over fair value. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset exceeds its carrying amount, then the quantitative impairment tests are unnecessary.
The Company performs an evaluation of goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of its fiscal year.
The determination of whether or not goodwill or indefinite-lived intangible assets have become impaired involves a significant level of judgment. Changes in the Companys strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill or indefinite-lived intangible assets.
No impairment of goodwill or indefinite-lived intangible assets was identified in any of the periods presented.
Identifiable intangible assets consist of trade names, customer relationships, developed technology, domain names and contractual non-competition agreements associated with acquired businesses. Intangible assets with finite lives are amortized over their estimated useful lives on a straight-line basis and reviewed for impairment whenever events or changes in circumstances indicate that an assets carrying value may not be recoverable (see Note 3). The straight-line method of amortization represents the Companys best estimate of the distribution of the economic value of the identifiable intangible assets.
Impairment of Long-lived Assets
The Company evaluates long-lived assets held for use, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows expected from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value in the period in which the determination is made. No material impairments of long-lived assets have been recorded during any of the periods presented.
Leases
The Company leases facilities in several countries around the world and certain equipment under non-cancelable lease agreements. The terms of certain lease agreements provide for rental payments on a graduated basis. Rent expense is recognized on a straight-line basis over the lease period and accrued as rent expense incurred but not paid.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. The Company accounts for sales incentives to customers as a reduction of revenue at the time revenue is recognized from the related product sale. The Company also reports revenue net of any sales taxes collected.
The Company generates a significant portion of its revenue from customers purchasing online advertising services related to the listing of their properties for rent, primarily on a subscription basis over a fixed-term. The Company also generates revenue based on the number of traveler inquiries and reservation bookings for property listings on the Companys websites, local and national Internet display advertisers, license of property management software and ancillary products and services.
Payments for term-based subscriptions received in advance of services rendered are recorded as deferred revenue and recognized on a straight-line basis over the listing period.
Revenue for inquiry-based contracts are determined on a fixed fee-per-inquiry basis as stated in the arrangement and recognized when the service has been performed.
The Company earns commission revenue for reservations made online through its websites, which is calculated as a percentage of the value of the reservation. This revenue is earned as the services are performed or as the customers refund privileges lapse and is included in listing revenue in the condensed consolidated statements of operations.
Internet display advertising revenue is generated primarily from advertisements appearing on the Companys websites. Depending upon the terms, revenue is earned each time an impression is delivered, a user clicks on an ad, a graphic ad is displayed, or a user clicks-through the ad and takes a specified action on the destination site.
The Company sells gift cards with no expiration date to travelers and does not charge administrative fees on unused cards. There is a portion of the gift card obligation that, based on historical redemption patterns, will not be used by the Companys customers and
11
is not required to be remitted to relevant jurisdictions (breakage). At the point of sale, the Company recognizes estimated breakage as deferred revenue and amortizes it over 48 months based on historical redemption patterns. The Company also records commission revenue for each gift card sale over the same 48-month redemption period.
Through its professional software for bed and breakfasts and professional property managers, the Company also makes selected, online bookable properties available to online travel agencies and channel partners. The Company receives a percentage of the transaction value or a fee from the property manager for making this inventory available, which is recognized when earned. This revenue is included in other revenue in the condensed consolidated statements of operations.
The Company generates revenue from the sale of hosted software solutions where revenue is recognized on a straight-line basis over the contract term, generally one year. Certain implementation services are essential to the customers use of the Companys hosted software solutions. Accordingly, the Company recognizes implementation revenue ratably over the estimated period of the hosting relationship, which is three years. Recognition starts once the product has been made available to the customer.
Training and consulting revenue is recognized upon delivery of the training or consulting services to the end customer.
Stock-Based Compensation
Stock-based compensation for option awards is recognized based upon the estimated grant date fair value of the awards measured using the BlackScholes valuation model. The fair value of restricted stock awards is determined based on the number of shares granted and the fair value of the Companys common stock on the grant date. Fair value is generally recognized as an expense on a straight-line basis, net of estimated forfeitures, over the requisite service period. When estimating forfeitures, the Company considers voluntary termination behaviors as well as trends of actual option forfeitures.
The Company uses the with and without approach in determining the order in which tax attributes are utilized. As a result, the Company only recognizes a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. When tax deductions from stock-based awards are less than the cumulative book compensation expense, the tax effect of the resulting difference is charged first to additional paid-in capital to the extent of the Companys pool of windfall tax benefits with any remainder recognized in income tax expense. The Company has determined that it has a sufficient windfall pool available and therefore no amounts have been recognized as income tax expense. In addition, the Company accounts for the indirect effects of stock-based awards on other tax attributes through the condensed consolidated statements of operations.
The gross benefits of tax deductions in excess of recognized compensation costs are reported as financing cash inflows, but only when such excess tax benefits are realized by a reduction to current taxes payable.
The following table summarizes the excess tax benefit that the Company recorded (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Excess tax benefit from stock-based compensation, net |
$ | 5,200 | $ | 1,362 | $ | 7,494 | $ | 2,583 |
This tax benefit has been recorded as additional paid-in capital on the Companys condensed consolidated balance sheets.
Defined Benefit Pension Plan
During the nine months ended September 30, 2015, the Company recorded an adjustment to correct a prior period accounting error related to the Companys defined benefit pension plan for one of its foreign subsidiaries. The adjustment increased the Companys liabilities by approximately $4,200,000 and decreased other comprehensive income by approximately $4,000,000 and income before income taxes by approximately $200,000 as of and during the nine months ended September 30, 2015. The Company does not believe these adjustments are material to the consolidated financial statements for the three and nine months ended September 30, 2015, the expected annual results for 2015 or to the consolidated financial statements of any prior period.
Income Taxes
The Company recognizes income taxes using an asset and liability approach. This approach requires the recognition of deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Companys consolidated financial statements or tax returns. The measurement of deferred taxes is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Evaluating the need for an amount of a
12
valuation allowance for deferred tax assets requires significant judgment and analysis of the positive and negative evidence available, including past operating results, estimates of future taxable income, reversals of existing taxable temporary differences and the feasibility of tax planning in order to determine whether all or some portion of the deferred tax assets will not be realized. Based on the available evidence and judgment, the Company has determined that it is more likely than not that certain loss carryforwards will not be realized; therefore, the Company has established a valuation allowance for such deferred tax assets to reduce the loss carryforward assets to amounts expected to be utilized.
The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates. The Company is currently undergoing audits in the United States as well as at its subsidiary in the United Kingdom. Significant judgment is required in determining uncertain tax positions. The Company recognizes the benefit of uncertain income tax positions only if these positions are more likely than not to be sustained. Also, the recognized income tax benefit is measured at the largest amount that is more than 50% likely of being realized. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. The countries in which the Company may be subject to potential examination by tax authorities include Australia, Brazil, Colombia, France, Germany, Italy, the Netherlands, New Zealand, Singapore, Spain, Switzerland, Thailand, the United Kingdom and the United States.
The calculation of the Companys tax liabilities involves the inherent uncertainty associated with the application of complex tax laws. As a multinational corporation, the Company conducts its business in many countries and is subject to taxation in many jurisdictions. The taxation of the Companys business is subject to the application of various and sometimes conflicting tax laws and regulations as well as multinational tax conventions. The Companys effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, the tax regulations and tax rates in each geographic region, the availability of tax credits and carryforwards, and the effectiveness of its tax planning strategies. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against the Company that could materially impact its tax liability and/or its effective income tax rate. The Company believes it has adequately provided in its financial statements for additional taxes that it estimates may be assessed by the various taxing authorities. While the Company believes that it has adequately provided for all uncertain tax positions, amounts asserted by tax authorities could be greater or less than the Companys accrued position. These tax liabilities, including the interest and penalties, are adjusted pursuant to a settlement with tax authorities, completion of audit, refinement of estimates or expiration of various statutes of limitation.
Foreign Currency
The functional currency of the Companys foreign subsidiaries is generally their respective local currency. The financial statements of the Companys international operations are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, the historical exchange rate for stockholders equity, and a weighted average exchange rate for each period for revenue, expenses, gains and losses. Foreign currency translation adjustments are recorded as a separate component of stockholders equity. Gains and losses from non-functional currency denominated transactions are recorded in other income (expense) in the Companys condensed consolidated statements of operations.
The following table summarizes the foreign exchange loss that the Company recorded (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Foreign exchange loss |
$ | 279 | $ | 1,432 | $ | 930 | $ | 6,421 |
Derivative Financial Instruments
As a result of the Companys international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. The Companys primary foreign currency exposures are in Euros, British Pounds, Brazilian Real, Australian Dollars, Singapore Dollars and New Zealand Dollars. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its operations are translated from local currency into U.S. dollars. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in other income (expense) in the Companys condensed consolidated statements of operations.
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities, primarily related to intercompany loans, even though it does not elect to apply hedge accounting or hedge
13
accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recognized on the condensed consolidated statement of operations in other income (expense). Cash flows from these contracts are classified within cash flows from investing activities on the condensed consolidated statements of cash flows.
The Company does not use financial instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The Company is exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations.
The following table shows the fair value and notional amounts of the Companys outstanding or unsettled derivative instruments that are not designated as hedging instruments covering foreign currency exposures as of September 30, 2015 which settled October 2, 2015 (in thousands):
September 30, 2015 | ||||||||||||||||
Significant Other Observable Inputs (Level 2) |
||||||||||||||||
Gross Amount of Recognized Assets/Liabilities |
Gross Amounts Offset in the Balance Sheet |
Net Amount Presented in the Balance Sheet |
U.S. Dollar Notional |
|||||||||||||
Prepaid expense and other current assets |
$ | 1,173 | $ | | $ | 1,173 | $ | 41,301 | ||||||||
Accrued expenses |
(656 | ) | | (656 | ) | 129,303 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 517 | $ | | $ | 517 | $ | 170,604 | ||||||||
|
|
|
|
|
|
|
|
In addition to the notional amounts listed above, the Company entered into new derivative contracts with notional amounts of $157,735,000 on September 30, 2015 with a closing date of January 5, 2016.
The following table shows the fair value and notional amounts of the Companys outstanding or unsettled derivative instruments that are not designated as hedging instruments covering foreign currency exposures as of December 31, 2014 which settled January 2, 2015 (in thousands):
December 31, 2014 | ||||||||||||||||
Significant Other Observable Inputs (Level 2) |
||||||||||||||||
Gross Amount of Recognized Assets/Liabilities |
Gross Amounts Offset in the Balance Sheet |
Net Amount Presented in the Balance Sheet |
U.S. Dollar Notional |
|||||||||||||
Prepaid expense and other current assets |
$ | 4,506 | $ | | $ | 4,506 | $ | 157,164 | ||||||||
Accrued expenses |
(67 | ) | | (67 | ) | 11,562 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 4,439 | $ | | $ | 4,439 | $ | 168,726 | ||||||||
|
|
|
|
|
|
|
|
Net Income Per Share Attributable to HomeAway, Inc.
Basic net income per share is computed by dividing net income attributable to HomeAway, Inc. by the weighted average number of common shares outstanding during the period. Diluted income per share is computed by dividing net income attributable to HomeAway, Inc. by the weighted average common shares outstanding plus potentially dilutive common shares. The dilutive effect of outstanding options, warrants and awards is reflected in diluted earnings per share by application of the treasury stock method.
Restricted stock awards provide the holder of unvested shares the right to participate in dividends declared on the Companys common stock. Accordingly, these shares are included in the weighted average shares outstanding for the computation of basic earnings per share in periods of undistributed earnings. Restricted stock awards are excluded from the basic earnings per share in periods of undistributed losses as the holders are not contractually obligated to participate in the losses of the Company. Unvested restricted stock units do not provide the holder the right to participate in dividends declared on the Companys common stock. Accordingly, these shares are excluded in the weighted average shares outstanding for the computation of basic earnings per share in periods of undistributed earnings or losses.
14
Comprehensive Income (Loss) Attributable to HomeAway, Inc.
Comprehensive income (loss) attributable to HomeAway, Inc. consists of net income (loss), foreign currency translation adjustments, unrealized gain (loss) on short-term investments, defined benefit pension plan adjustments and comprehensive loss attributable to noncontrolling interests.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In July 2015, the FASB voted to defer the effective date to fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company has not yet selected a transition method and is currently evaluating the effect the updated standard will have on its consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. The updated standard requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the effect the updated standard will have on its consolidated balance sheets.
In April 2015, the FASB issued ASU No. 2015-05, Customers Accounting for Fees Paid in a Cloud Computing Arrangement. This standard clarifies whether a customer should account for a cloud computing arrangement as an acquisition of a software license or as a service arrangement by providing characteristics that a cloud computing arrangement must have in order to be accounted for as a software license acquisition. This guidance is effective for annual periods beginning after December 15, 2015. Early adoption is permitted. Upon adoption, an entity may apply the new guidance prospectively or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.
In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the effects on current-period income that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date. The new standard is effective for fiscal years, and interim period within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the effect that the update standard will have on its consolidated financial statements and related disclosures.
3. Goodwill and Other Intangible Assets
Goodwill
Changes in the Companys goodwill balance are summarized in the table below (in thousands):
Balance at December 31, 2013 |
$ | 507,611 | ||
Acquired in business combinations |
11,647 | |||
Foreign currency translation adjustment |
(26,098 | ) | ||
Post-acquisition goodwill adjustment for Stayz |
511 | |||
|
|
|||
Balance at December 31, 2014 |
493,671 | |||
Foreign currency translation adjustment |
(33,622 | ) | ||
|
|
|||
Balance at September 30, 2015 |
$ | 460,049 | ||
|
|
The goodwill arising from the December 2013 acquisition of Stayz was increased by $511,000 to $178,288,000 in the year ended December 31, 2014 due to certain income taxes and changes in fair value estimates derived from additional information gained during the measurement period. Goodwill adjustments were not significant to the Companys previously reported operating results or financial position. Therefore, the Company elected not to retrospectively adjust the acquisition date accounting and instead recorded the adjustment in the year ended December 31, 2014.
15
Intangible Assets
The Companys intangible assets, excluding goodwill, primarily consist of assets acquired in business combinations and are recorded at estimated fair value on the date of acquisition. The Companys finite-lived intangible assets are summarized in the table below (in thousands):
September 30, 2015 | December 31, 2014 | |||||||||||||||||||||||||
Useful Life (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||||||||||||
Trade names and trademarks |
10 | $ | 28,525 | $ | (9,572 | ) | $ | 18,953 | $ | 30,316 | $ | (8,396 | ) | $ | 21,920 | |||||||||||
Developed technology |
2-8 | 20,290 | (14,748 | ) | 5,542 | 21,293 | (13,231 | ) | 8,062 | |||||||||||||||||
Customer relationships |
6-14 | 53,436 | (27,650 | ) | 25,786 | 57,656 | (25,512 | ) | 32,144 | |||||||||||||||||
Noncompete agreements and domain names |
2-5 | 1,949 | (1,256 | ) | 693 | 2,224 | (923 | ) | 1,301 | |||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 104,200 | $ | (53,226 | ) | $ | 50,974 | $ | 111,489 | $ | (48,062 | ) | $ | 63,427 | ||||||||||||
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|
|
|
|
|
|
|
|
|
|
Amortization of noncompete agreements is recorded over the term of the agreements.
The following table summarizes amortization expense (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Amortization expense |
$ | 2,819 | $ | 3,397 | $ | 8,713 | $ | 10,163 |
The Company has the following indefinite-lived intangible assets recorded in its consolidated balance sheet (in thousands):
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Trade names |
$ | 7,029 | $ | 7,029 |
4. Accrued Expenses
The Companys accrued expenses are comprised of the following (in thousands):
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Compensation and related benefits |
$ | 19,591 | $ | 21,413 | ||||
Taxes |
6,810 | 4,954 | ||||||
Marketing |
5,131 | 4,115 | ||||||
Gift cards |
4,103 | 5,654 | ||||||
Contracting, consulting and professional fees |
3,111 | 3,254 | ||||||
Traveler guarantee |
1,246 | 1,790 | ||||||
Foreign exchange-forward contracts |
683 | 99 | ||||||
Other |
9,771 | 8,976 | ||||||
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|
|
|
|||||
Total |
$ | 50,446 | $ | 50,255 | ||||
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|
|
5. Convertible Senior Notes
Convertible Senior Notes
Equity | Carrying Value of Convertible | |||||||||||||||
Component | Senior Notes as of | |||||||||||||||
Recorded | September 30, | December 31, | ||||||||||||||
(In thousands) |
Par Value | at Issuance | 2015 | 2014 | ||||||||||||
0.125% Convertible Senior Notes due April 1, 2019 |
$ | 402,500 | $ | 90,887 | (1) | $ | 329,905 | $ | 316,181 |
(1) | This amount represents the equity component recorded at the initial issuance of the 0.125% convertible senior notes. |
In March 2014, the Company issued at par value $402.5 million of 0.125% convertible senior notes (the Notes) due April 1, 2019, unless earlier purchased by the Company or converted. Interest is payable semi-annually, in arrears on April 1 and October 1 of each year, commencing October 1, 2014.
16
The Notes are governed by an indenture between the Company, as issuer, and U.S. Bank National Association, as trustee. The Notes are unsecured and do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness or the issuance or repurchase of securities by the Company.
If converted, holders will receive cash and/or shares of the Companys common stock, at the Companys election. The Companys intent is to settle the principal amount of the Notes in cash upon conversion. As a result, upon conversion of the Notes, only the amounts payable in excess of the principal amount of the Notes are considered in diluted earnings per share under the treasury stock method.
Conversion Rate per $1,000 Par Value |
Initial Conversion Price per Share |
Free Convertibility Date |
||||||||||
0.125% Convertible Senior Notes |
19.1703 | $ | 52.16 | October 1, 2018 |
Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events as described in the indenture governing the Notes. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a Note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. Holders may convert their Notes under the following circumstances:
| during any calendar quarter commencing after June 30, 2014, if, for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sales price of the Companys common stock for such trading day is greater than or equal to 130% of the applicable conversion price for the Notes on each applicable trading day; |
| during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes is less than 98% of the product of the sale price of the Companys common stock and the conversion rate; |
| upon the occurrence of specified corporate transactions described under the indenture governing the Notes, such as a consolidation, merger or binding share exchange; or |
| at any time on or after October 1, 2018. |
As of September 30, 2015, the Notes are not convertible.
Holders of the Notes have the right to require the Company to purchase with cash all or a portion of the Notes upon the occurrence of a fundamental change, such as a change of control, at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Following certain corporate transactions that constitute a fundamental change, the Company will increase the conversion rate for a holder who elects to convert the Notes in connection with such make-whole fundamental change.
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount (debt discount) is amortized to interest expense over the term of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to expense over the term of the Notes, and transaction costs attributable to the equity component were netted with the equity component in stockholders equity. Additionally, the Company recorded a deferred tax liability of $0.8 million in connection with the Notes.
17
The Notes consist of the following (in thousands):
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Liability component: |
||||||||
Principal: |
||||||||
0.125% Convertible Senior Notes |
$ | 402,500 | $ | 402,500 | ||||
Less: debt discount, net |
||||||||
0.125% Convertible Senior Notes |
(72,595 | ) | (86,319 | ) | ||||
|
|
|
|
|||||
Net carrying amount |
$ | 329,905 | $ | 316,181 | ||||
|
|
|
|
The Notes are included in the consolidated balance sheets within convertible senior notes, net, which is classified as a non-current liability. The debt discount is amortized over the life of the Notes using the effective interest rate method.
The total estimated fair value of the Companys Notes at September 30, 2015 was $293.3 million. The fair value of the Notes was determined based on inputs that are observable in the market (Level 2).
Based on the closing price of the Companys common stock of $26.54 on September 30, 2015, the if-converted value of the Notes was less than their principal amount.
Note Hedges
To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the Note Hedges).
Date | Purchase (in thousands) |
Shares underlying Note Hedges |
||||||||||
Note Hedges |
March 2014 | $ | 85,853 | 7,716,049 |
The Note Hedges cover shares of the Companys common stock at a strike price that corresponds to the initial conversion price of the respective Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are intended to reduce the potential economic dilution upon conversion of the Notes in the event that the market value per share of the Companys common stock, as measured under the Notes, at the time of exercise is greater than the conversion price of the Notes. The Note Hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes will not have any rights with respect to the Note Hedges.
Warrants
Date | Proceeds (in thousands) |
Shares | Strike Price |
|||||||||||||
Warrants |
March 2014 | $ | 38,278 | 7,716,049 | $ | 81.14 |
Separately, in March 2014, the Company also entered into warrant transactions (the Warrants), whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Companys common stock at $81.14 per share. The Warrants have a term of five years from the date of issuance. If the average market value per share of the Companys common stock for the reporting period, as measured under the Warrants, exceeds the strike price of the Warrants, the Warrants would have a dilutive effect on the Companys earnings per share if the Company reports net income for the reporting period. The Warrants were anti-dilutive for the period ended September 30, 2015. The Warrants are separate transactions, entered into by the Company and are not part of the terms of the Notes or Note Hedges. Holders of the Notes will not have any rights with respect to the Warrants.
18
Interest Expense
The following table sets forth total interest expense recognized related to the Notes (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
0.125% coupon |
$ | 126 | $ | 126 | $ | 378 | $ | 252 | ||||||||
Amortization of debt issuance costs |
14 | 13 | 40 | 26 | ||||||||||||
Amortization of debt discount |
4,641 | 4,378 | 13,724 | 8,694 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 4,781 | $ | 4,517 | $ | 14,142 | $ | 8,972 | ||||||||
|
|
|
|
|
|
|
|
6. Commitments and Contingencies
Leases
The Company leases its facilities and certain office equipment under noncancellable operating leases.
The following table summarizes total rental expense (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Rental expense |
$ | 1,733 | $ | 1,911 | $ | 5,754 | $ | 5,134 |
Guarantees
The Company offers two guarantee products to travelers: Basic Rental Guarantee and Carefree Rental Guarantee. The Basic Rental Guarantee is offered to travelers that book a vacation rental property listed on any one of the Companys websites to protect their vacation rental payments up to $1,000 against Internet fraud. Travelers can also purchase additional protection to cover their vacation rental payments up to $10,000 against Internet fraud, misrepresentation, wrongful denial of entry, wrongful deposit loss or losses from phishing claims by the purchase of the Carefree Rental Guarantee. The Company does not maintain insurance from any third party for claims under these guarantees, and any amounts payable for claims made under these guarantees are payable by the Company. Amounts recorded for estimated future claims under the guarantees are based on historical experience and expectations for future claims. Claim costs related to the Basic Rental Guarantee are recognized in general and administrative expenses in the consolidated statements of operations while claim costs related to the Carefree Rental Guarantee are recognized in cost of revenue.
Expected future claims for traveler guarantees, which are presented as a current liability in the Companys condensed consolidated balance sheets, and changes for the guarantees, are as follows (in thousands):
Traveler guarantee liability at December 31, 2013 |
$ | 956 | ||
Costs accrued for new and expected future claims |
3,576 | |||
Guarantee obligations honored |
(2,742 | ) | ||
|
|
|||
Traveler guarantee liability at December 31, 2014 |
$ | 1,790 | ||
Costs accrued for new and expected future claims |
1,216 | |||
Guarantee obligations honored |
(1,760 | ) | ||
|
|
|||
Traveler guarantee liability at September 30, 2015 |
$ | 1,246 | ||
|
|
The Company maintains a guarantee of £5,000,000 (approximately $7,595,000 as of September 30, 2015) to a bank in the United Kingdom for extending credit to the Company in connection with the wholly owned United Kingdom subsidiarys business of collecting its subscription revenue in advance via credit card payments.
Legal
From time to time, the Company is involved in litigation relating to claims arising in the ordinary course of business. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. Views on estimated losses are developed by management in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. After taking all of the above factors into account, the Company determines whether an estimated loss from a contingency related to litigation should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company further determines whether an
19
estimated loss from a contingency related to litigation should be disclosed by assessing whether a material loss is deemed reasonably possible. Such disclosures will include an estimate of the additional loss or range of loss or will state that such an estimate cannot be made.
Management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material impact on the Companys consolidated financial position, results of operations or cash flows.
7. Stock-Based Compensation
During the three and nine months ended September 30, 2015, the Company issued an aggregate of 502,383 and 1,686,767 restricted stock units, respectively, under its 2011 Equity Incentive Plan (the 2011 Plan), for an aggregate fair value of $14,261,000 and $49,261,000, respectively. Additionally, during the three and nine months ended September 30, 2015, the Company issued an aggregate of 83,644 and 947,986 options, respectively, to purchase common stock under the 2011 Plan for an aggregate fair value of $958,000 and $9,995,000, respectively.
The following table summarizes the total stock-based compensation expense (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Cost of revenue |
$ | 881 | $ | 847 | $ | 2,615 | $ | 2,415 | ||||||||
Product development |
3,931 | 3,485 | 10,769 | 9,589 | ||||||||||||
Sales and marketing |
3,152 | 2,763 | 9,003 | 7,868 | ||||||||||||
General and administrative |
4,654 | 5,576 | 15,100 | 15,710 | ||||||||||||
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|
|
|
|
|
|
|
|||||||||
Total |
$ | 12,618 | $ | 12,671 | $ | 37,487 | $ | 35,582 | ||||||||
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|
|
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|
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8. Redeemable Noncontrolling Interests
During the year ended December 31, 2013, the Company acquired 68.5% of the outstanding stock of Travelmob Pte. Ltd. (travelmob) and 55% of the outstanding stock of Bookabach Limited. During the year ended December 31, 2014, the Company acquired an additional 20% of the outstanding equity of Bookabach Limited, increasing its ownership to 75%. The redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as redeemable noncontrolling interests.
The Company recognizes changes to the redemption value of noncontrolling interests as they occur by adjusting the carrying value to estimated redemption value at the end of each reporting period.
Changes in the Companys redeemable noncontrolling interests are summarized in the table below (in thousands):
Balance at December 31, 2013 |
$ | 10,584 | ||
Net loss attributable to noncontrolling interests |
(1,839 | ) | ||
Changes to redemption value of noncontrolling interests |
2,421 | |||
Repurchase of redeemable noncontrolling interests |
(1,461 | ) | ||
Currency translation adjustments |
37 | |||
|
|
|||
Balance at December 31, 2014 |
$ | 9,742 | ||
Net loss attributable to noncontrolling interests |
(1,623 | ) | ||
Changes to redemption value of noncontrolling interests |
914 | |||
|
|
|||
Balance at September 30, 2015 |
$ | 9,033 | ||
|
|
In October 2015, the Company acquired the remaining outstanding equity interest of travelmob (see Note 12).
20
9. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following (in thousands):
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Foreign currency translation adjustments |
$ | (56,276 | ) | $ | (27,252 | ) | ||
Unrealized losses on short-term investments |
(183 | ) | (801 | ) | ||||
Defined benefit pension plan adjustments |
(4,149 | ) | | |||||
|
|
|
|
|||||
Total |
$ | (60,608 | ) | $ | (28,053 | ) | ||
|
|
|
|
10. Income Taxes
The following table summarizes the total income tax expense that the Company recorded, and the related effective tax rate, for the three and nine months ended September 30, 2015 and 2014 (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Income tax expense |
$ | 5,625 | $ | 845 | $ | 9,757 | $ | 5,909 | ||||||||
Effective tax rate |
36.3 | % | 13.9 | % | 65.1 | % | 31.5 | % |
At September 30, 2015, the Companys effective tax rate estimate for the year ending December 31, 2015 differed from the statutory rate primarily due to losses in certain foreign jurisdictions for which a benefit cannot be recorded at this time, non-deductible stock compensation charges and state taxes, which is offset by the effect of different statutory tax rates in foreign jurisdictions and certain items recorded discretely in the nine months ended September 30, 2015. Those discrete items include a tax benefit due to disqualifying dispositions of incentive stock options, a tax benefit due to an income tax reserve release, a tax benefit for adjustments to the recognized value of the Companys federal and Texas research and experimentation tax credit carryforwards and a tax benefit of $0.4 million related to a correction of an immaterial prior period transfer pricing error, offset by tax expense related to the amortization of tax charges on the intercompany sale of assets that were deferred in prior periods. The effective tax rate for the three months ended September 30, 2015 is lower than the effective tax rate estimated for the full year ending December 31, 2015 due to higher income before income taxes in the three months as well as the mix of earnings between income and loss jurisdictions.
On July 27, 2015, in Altera Corp. v. Commissioner, the U.S. Tax Court issued a taxpayer-favorable opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision has yet to be issued by the Tax Court due to other outstanding issues related to the case, and the decision is subject to appeal by the Internal Revenue Service. At this time, the U.S. Department of the Treasury has not withdrawn the requirement to include stock-based compensation from its regulations. The Company has reviewed this case and its impact and has concluded that no adjustment to the consolidated financial statements is appropriate at this time. The Company will continue to monitor ongoing developments and potential impacts to the condensed consolidated financial statements.
At September 30, 2014, the Companys effective tax rate estimate differed from the statutory rate primarily due to non-deductible stock compensation charges and state taxes, which was partially offset by the effect of different statutory tax rates in foreign jurisdictions and certain items recorded discretely in the nine months ended September 30, 2014. Those discrete items include a tax benefit due to disqualifying dispositions of incentive stock options, a tax benefit for a state tax apportionment change related to a prior period, a tax benefit for adjustments to the recognized value of our federal and Texas research and experimentation tax credit carryforwards, and a tax benefit resulting from the filing of certain 2013 tax returns, offset by tax expense related to the amortization of tax charges on the intercompany sale of assets that were deferred in prior periods. In addition, the merger of our wholly owned subsidiaries in Spain in the three months ended September 30, 2014 resulted in tax basis intangibles which will be deductible in future periods, with a tax benefit of $2.5 million recorded discretely.
21
11. Net Income Per Share Attributable to HomeAway, Inc.
The following table sets forth the computation of basic and diluted net income per share of common stock (in thousands, except per share amounts):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Numerator |
||||||||||||||||
Net income attributable to HomeAway, Inc. |
$ | 10,417 | $ | 4,912 | $ | 5,942 | $ | 13,222 | ||||||||
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|
|
|
|
|
|
|
|||||||||
Denominator |
||||||||||||||||
Weighted average common shares outstanding - basic |
95,716 | 94,106 | 95,162 | 93,507 | ||||||||||||
Dilutive effect of stock options, warrants and restricted stock units |
1,972 | 2,283 | 2,227 | 2,851 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding - diluted |
97,688 | 96,389 | 97,389 | 96,358 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per share attributable to HomeAway, Inc.: |
||||||||||||||||
Basic |
$ | 0.11 | $ | 0.05 | $ | 0.06 | $ | 0.14 | ||||||||
Diluted |
$ | 0.11 | $ | 0.05 | $ | 0.06 | $ | 0.14 | ||||||||
|
|
|
|
|
|
|
|
The following common equivalent shares were excluded from the calculation of diluted net loss per share attributable to HomeAway, Inc. as their inclusion would have been anti-dilutive (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Stock options |
3,295 | 2,604 | 3,089 | 2,038 | ||||||||||||
Restricted stock units |
547 | 62 | 21 | 49 | ||||||||||||
Warrants |
7,716 | 7,716 | 7,716 | 7,716 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total common equivalent shares excluded |
11,558 | 10,382 | 10,826 | 9,803 | ||||||||||||
|
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|
|
|
|
|
|
12. Subsequent Events
(i) | On October 1, 2015, the Company acquired Dwellable, Inc., a United States company that is the creator of an online vacation rental search engine and mobile application that provides unique, interactive ways for travelers to find and book vacation rentals, for cash consideration of $18.0 million. |
(ii) | In the fourth quarter of 2013, the Company acquired a controlling interest in travelmob. Under the terms of the acquisition agreement, the Company had a call option to purchase the remaining non-controlling interest of travelmob for the period defined in the agreement beginning on December 31, 2016. In the event the Company did not exercise its call option to purchase the remaining shares of travelmob by such deadline, the remaining travelmob stockholders had a put option to require the Company to repurchase their remaining interest for the period defined in the agreement beginning on February 1, 2017. The call and put were accounted for as embedded features of the non-controlling interest. |
In October 2015, the Company and the non-controlling interest holders agreed to terminate the call and put options and the Company acquired the remaining outstanding equity interest of travelmob. In connection with the mutual termination of the options, in the fourth quarter of 2015, the Company will recognize an operating expense charge of approximately $3.9 million representing the amount paid for the acquisition of the non-controlling interest in excess of the fair value of the non-controlling interest prior to the termination of the options.
22
(iii) | On November 4, 2015, the Company, Expedia, Inc., a Delaware corporation (Expedia), and HMS 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of Expedia (Purchaser)entered into an Agreement and Plan of Reorganization (the Merger Agreement). |
Pursuant to the Merger Agreement, Purchaser commenced a tender offer to acquire all of the outstanding shares of Company common stock for an equity value of approximately $3.9 billion in cash and Expedia common stock, representing a per share price for HomeAway shares of $38.31, based on Expedias closing price on November 3, 2015. Under the terms of the transaction, Expedia will offer to acquire each outstanding share of common stock of HomeAway in exchange for $10.15 in cash and 0.2065 of a share of Expedia common stock. Under the terms of the transaction, Expedia will acquire each outstanding share of common stock of HomeAway through a tender offer, followed by a second-step merger.
The Board of Directors of the Company unanimously approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the tender offer and the Mergers. Consummation of the transactions is subject to the satisfaction or, if permissible, waiver of customary closing conditions, including there having been validly tendered and not validly withdrawn prior to the expiration of the tender offer a majority of all then outstanding shares of Company common stock, the absence of certain legal impediments and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Merger Agreement contains certain termination rights, including the right of the Company to terminate the Merger Agreement to accept a superior proposal (subject to compliance with certain notice and other requirements). The Merger Agreement provides that, in connection with termination of the Merger Agreement by the Company or Expedia upon specified conditions, the Company will be required to pay to Expedia a termination fee of $138 million. In addition, subject to certain exceptions and limitations, the Company or Expedia may terminate the Merger Agreement if the Merger is not consummated by May 4, 2016 (or as such date may be extended pursuant to the terms of the Merger Agreement).
23
13. Guarantor and Non-Guarantor Supplemental Financial Information
On November 4, 2015, HomeAway, Inc. (HomeAway or the Company), Expedia, Inc., a Delaware corporation (Expedia), and HMS 1 Inc., a Delaware corporation and a direct 100 percent owned subsidiary of Expedia (Purchaser), entered into an Agreement and Plan of Reorganization (the Merger Agreement).
Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth in the Merger Agreement, Purchaser commenced an exchange offer (the Offer) to purchase any and all of the outstanding shares of HomeAway common stock. The exchange offer is scheduled to expire at 12:00 midnight, Eastern Standard Time, at the end of December 14, 2015.
As soon as practicable following the consummation of the Offer, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Purchaser will be merged with and into HomeAway (the First Merger), with HomeAway surviving the First Merger and (ii) immediately following the First Merger, HomeAway will be merged with and into Expedia (the Second Merger and together with the First Merger, the Mergers), with Expedia surviving the Second Merger.
On December 1, 2015, Expedia entered into an agreement for the private placement of $750 million of 5.000% senior unsecured notes due 2026 (the Notes). The private placement of the Notes was completed on December 8, 2015. The Notes were issued pursuant to an indenture dated as of December 8, 2015 (the Indenture) between Expedia, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee of the Notes (the Trustee).
Pursuant to the Indenture, the Notes are required to be guaranteed by certain of Expedias domestic subsidiaries and certain future domestic subsidiaries of Expedia. At the effective time of the First Merger, HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will enter into a supplement to the Indenture (the Supplemental Indenture) whereby HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will become guarantors of the Notes. At the effective time of the Second Merger, HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) will remain guarantors of the Notes. HomeAway will have merged with and into Expedia, which is an obligor under the Notes. Under the Indenture, the guarantees are full, unconditional and joint and several with the exception of certain customary automatic subsidiary release conditions.
Pursuant to a registration rights agreement dated as of December 8, 2015 (the Registration Rights Agreement) among Expedia, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers of the Notes, Expedia agreed to use commercially reasonable best efforts to (i) file an exchange offer registration statement with respect to an offer to exchange the Notes and the guarantees thereof for substantially identical Notes and guarantees that are registered under the Securities Act (the Exchange Offer); (ii) cause the Exchange Offer registration statement to become effective; and (iii) consummate the Exchange Offer or, if required in lieu thereof, file a shelf registration statement and have it declared effective, in each case, within 365 days of issuance of the Notes. If Expedia fails to satisfy certain of its obligations under the Registration Rights Agreement (a Registration Default), it will be required to pay additional interest of 0.25% per annum to the holders of the Notes until such Registration Default is cured.
In contemplation of the closing of the Mergers and the ultimate registration of the Notes, the Company has prepared the condensed consolidated financial information shown below to reflect the effectiveness of the Mergers and HomeAways 100 percent owned domestic subsidiaries (other than Dwellable, Inc.) as guarantors of the Notes (and HomeAway as an obligor of the Notes as a result of its merger with and into Expedia).
24
Condensed Consolidating Balance Sheet
September 30, 2015
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 160,444 | $ | 16,647 | $ | 124,202 | $ | | $ | 301,293 | ||||||||||
Short-term investments |
618,343 | | | | 618,343 | |||||||||||||||
Accounts receivable, net |
| 14,976 | 9,043 | | 24,019 | |||||||||||||||
Income tax receivable |
796 | | 884 | | 1,680 | |||||||||||||||
Prepaid expenses and other current assets |
4,525 | 10,532 | 3,212 | | 18,269 | |||||||||||||||
Deferred tax assets |
7,660 | 123 | 1,601 | | 9,384 | |||||||||||||||
Intercompany receivable |
790 | 13,700 | 2,482 | (16,972 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
792,558 | 55,978 | 141,424 | (16,972 | ) | 972,988 | ||||||||||||||
Investment in subsidiaries |
360,176 | | | (360,176 | ) | | ||||||||||||||
Property and equipment, net |
11,259 | 43,695 | 5,819 | | 60,773 | |||||||||||||||
Goodwill |
| 210,300 | 249,749 | | 460,049 | |||||||||||||||
Intangible assets, net |
1,628 | 29,234 | 27,141 | | 58,003 | |||||||||||||||
Non-marketable investments |
37,506 | | 2,043 | | 39,549 | |||||||||||||||
Deferred tax assets |
| | 880 | | 880 | |||||||||||||||
Other non-current assets |
188 | 318 | 5,789 | | 6,295 | |||||||||||||||
Intercompany loans receivable |
109,620 | 18,336 | | (127,956 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 1,312,935 | $ | 357,861 | $ | 432,845 | $ | (505,104 | ) | $ | 1,598,537 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities, redeemable noncontrolling interests and stockholders equity |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Accounts payable |
$ | | $ | 4,280 | $ | 3,207 | $ | | $ | 7,487 | ||||||||||
Income tax payable |
307 | (307 | ) | 907 | | 907 | ||||||||||||||
Accrued expenses |
183 | 28,800 | 21,463 | | 50,446 | |||||||||||||||
Deferred revenue |
| 125,982 | 67,787 | | 193,769 | |||||||||||||||
Intercompany payable |
231 | 3,051 | 13,690 | (16,972 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
721 | 161,806 | 107,054 | (16,972 | ) | 252,609 | ||||||||||||||
Convertible senior notes, net |
329,905 | | | | 329,905 | |||||||||||||||
Deferred revenue, less current portion |
| 2,943 | 38 | | 2,981 | |||||||||||||||
Deferred tax liabilities |
20,167 | 1,775 | 2,434 | | 24,376 | |||||||||||||||
Other non-current liabilities |
2,326 | 8,918 | 8,573 | | 19,817 | |||||||||||||||
Intercompany loans payable |
| | 127,956 | (127,956 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
353,119 | 175,442 | 246,055 | (144,928 | ) | 629,688 | ||||||||||||||
Redeemable noncontrolling interests |
| | 9,033 | | 9,033 | |||||||||||||||
Total stockholders equity |
959,816 | 182,419 | 177,757 | (360,176 | ) | 959,816 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities, redeemable noncontrolling interests and stockholders equity |
$ | 1,312,935 | $ | 357,861 | $ | 432,845 | $ | (505,104 | ) | $ | 1,598,537 | |||||||||
|
|
|
|
|
|
|
|
|
|
25
Condensed Consolidating Statement of Operations
Three months ended September 30, 2015
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Listing |
$ | | $ | 64,319 | $ | 43,962 | $ | (1,797 | ) | $ | 106,484 | |||||||||
Other |
| 22,688 | 2,217 | (707 | ) | 24,198 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
| 87,007 | 46,179 | (2,504 | ) | 130,682 | ||||||||||||||
Costs and expenses: |
||||||||||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
40 | 16,671 | 5,154 | (2,504 | ) | 19,361 | ||||||||||||||
Product development |
17 | 19,307 | 2,734 | | 22,058 | |||||||||||||||
Sales and marketing |
110 | 20,028 | 22,825 | | 42,963 | |||||||||||||||
General and administrative |
1,126 | 17,451 | 5,297 | | 23,874 | |||||||||||||||
Amortization expense |
63 | 1,327 | 1,429 | | 2,819 | |||||||||||||||
Intercompany (income) expense, net |
| (3,541 | ) | 3,541 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(1,356 | ) | 15,764 | 5,199 | | 19,607 | ||||||||||||||
Other income (expense): |
||||||||||||||||||||
Equity in earnings of consolidated subsidiaries |
14,092 | | | (14,092 | ) | | ||||||||||||||
Interest expense |
(4,718 | ) | | (288 | ) | 288 | (4,718 | ) | ||||||||||||
Interest income |
999 | 86 | 130 | (288 | ) | 927 | ||||||||||||||
Other expense, net |
151 | (185 | ) | (304 | ) | | (338 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
10,524 | (99 | ) | (462 | ) | (14,092 | ) | (4,129 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
9,168 | 15,665 | 4,737 | (14,092 | ) | 15,478 | ||||||||||||||
Income tax (expense) benefit |
1,249 | (5,962 | ) | (912 | ) | | (5,625 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
10,417 | 9,703 | 3,825 | (14,092 | ) | 9,853 | ||||||||||||||
Less: Impact of noncontrolling interests, net of tax |
| | (564 | ) | | (564 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to HomeAway, Inc. |
$ | 10,417 | $ | 9,703 | $ | 4,389 | $ | (14,092 | ) | $ | 10,417 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to HomeAway, Inc. |
$ | 10,693 | $ | 9,703 | $ | (15,314 | ) | $ | (14,092 | ) | $ | (9,010 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations
Three months ended September 30, 2014
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Listing |
$ | | $ | 51,232 | $ | 46,792 | $ | (1,423 | ) | $ | 96,601 | |||||||||
Other |
| 19,687 | 1,884 | (1,060 | ) | 20,511 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
| 70,919 | 48,676 | (2,483 | ) | 117,112 | ||||||||||||||
Costs and expenses: |
||||||||||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
37 | 13,993 | 5,379 | (2,483 | ) | 16,926 | ||||||||||||||
Product development |
23 | 17,024 | 3,165 | | 20,212 | |||||||||||||||
Sales and marketing |
98 | 18,218 | 23,918 | | 42,234 | |||||||||||||||
General and administrative |
744 | 16,383 | 5,868 | | 22,995 | |||||||||||||||
Amortization expense |
63 | 1,370 | 1,964 | | 3,397 | |||||||||||||||
Intercompany (income) expense, net |
| (6,311 | ) | 6,311 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
(965 | ) | 10,242 | 2,071 | | 11,348 | ||||||||||||||
Other income (expense): |
||||||||||||||||||||
Equity in earnings of consolidated subsidiaries |
7,163 | | | (7,163 | ) | | ||||||||||||||
Interest expense |
(4,373 | ) | | (266 | ) | 266 | (4,373 | ) | ||||||||||||
Interest income |
585 | 87 | 146 | (266 | ) | 552 | ||||||||||||||
Other expense, net |
(2 | ) | (92 | ) | (1,340 | ) | | (1,434 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
3,373 | (5 | ) | (1,460 | ) | (7,163 | ) | (5,255 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
2,408 | 10,237 | 611 | (7,163 | ) | 6,093 | ||||||||||||||
Income tax (expense) benefit |
2,504 | (4,196 | ) | 847 | | (845 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
4,912 | 6,041 | 1,458 | (7,163 | ) | 5,248 | ||||||||||||||
Less: Impact of noncontrolling interests, net of tax |
| | 336 | | 336 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to HomeAway, Inc. |
$ | 4,912 | $ | 6,041 | $ | 1,122 | $ | (7,163 | ) | $ | 4,912 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income loss attributable to HomeAway, Inc. |
$ | 4,421 | $ | 6,041 | $ | (12,808 | ) | $ | (7,163 | ) | $ | (9,509 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
26
Condensed Consolidating Statement of Operations
Nine months ended September 30, 2015
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Listing |
$ | | $ | 177,996 | $ | 128,445 | $ | (5,160 | ) | $ | 301,281 | |||||||||
Other |
| 70,278 | 6,356 | (2,362 | ) | 74,272 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
| 248,274 | 134,801 | (7,522 | ) | 375,553 | ||||||||||||||
Costs and expenses: |
||||||||||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
120 | 50,039 | 15,835 | (7,522 | ) | 58,472 | ||||||||||||||
Product development |
87 | 56,508 | 8,640 | | 65,235 | |||||||||||||||
Sales and marketing |
485 | 67,498 | 75,867 | | 143,850 | |||||||||||||||
General and administrative |
3,210 | 52,476 | 16,429 | | 72,115 | |||||||||||||||
Amortization expense |
188 | 3,980 | 4,545 | | 8,713 | |||||||||||||||
Intercompany (income) expense, net |
| (14,905 | ) | 14,905 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(4,090 | ) | 32,678 | (1,420 | ) | | 27,168 | |||||||||||||
Other income (expense): |
||||||||||||||||||||
Equity in earnings of consolidated subsidiaries |
14,994 | | | (14,994 | ) | | ||||||||||||||
Interest expense |
(13,971 | ) | | (802 | ) | 802 | (13,971 | ) | ||||||||||||
Interest income |
2,567 | 244 | 417 | (802 | ) | 2,426 | ||||||||||||||
Other expense, net |
785 | (182 | ) | (1,236 | ) | | (633 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
4,375 | 62 | (1,621 | ) | (14,994 | ) | (12,178 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
285 | 32,740 | (3,041 | ) | (14,994 | ) | 14,990 | |||||||||||||
Income tax (expense) benefit |
5,657 | (12,808 | ) | (2,606 | ) | | (9,757 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
5,942 | 19,932 | (5,647 | ) | (14,994 | ) | 5,233 | |||||||||||||
Less: Impact of noncontrolling interests, net of tax |
| | (709 | ) | | (709 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to HomeAway, Inc. |
$ | 5,942 | $ | 19,932 | $ | (4,938 | ) | $ | (14,994 | ) | $ | 5,942 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to HomeAway, Inc. |
$ | 6,593 | $ | 19,932 | $ | (37,230 | ) | $ | (14,994 | ) | $ | (25,699 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations
Nine months ended September 30, 2014
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Listing |
$ | | $ | 143,882 | $ | 138,365 | $ | (3,788 | ) | $ | 278,459 | |||||||||
Other |
| 56,098 | 5,466 | (2,973 | ) | 58,591 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
| 199,980 | 143,831 | (6,761 | ) | 337,050 | ||||||||||||||
Costs and expenses: |
||||||||||||||||||||
Cost of revenue (exclusive of amortization shown separately below) |
191 | 40,560 | 16,301 | (6,761 | ) | 50,291 | ||||||||||||||
Product development |
348 | 48,060 | 8,544 | | 56,952 | |||||||||||||||
Sales and marketing |
1,237 | 50,430 | 65,584 | | 117,251 | |||||||||||||||
General and administrative |
2,300 | 50,645 | 16,522 | | 69,467 | |||||||||||||||
Amortization expense |
188 | 4,038 | 5,937 | | 10,163 | |||||||||||||||
Intercompany (income) expense, net |
| (18,064 | ) | 18,064 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(4,264 | ) | 24,311 | 12,879 | | 32,926 | ||||||||||||||
Other income (expense): |
||||||||||||||||||||
Equity in earnings of consolidated subsidiaries |
17,831 | | | (17,831 | ) | | ||||||||||||||
Interest expense |
(8,800 | ) | | (804 | ) | 762 | (8,842 | ) | ||||||||||||
Interest income |
1,342 | 143 | 394 | (762 | ) | 1,117 | ||||||||||||||
Other expense, net |
(46 | ) | (145 | ) | (6,261 | ) | | (6,452 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
10,327 | (2 | ) | (6,671 | ) | (17,831 | ) | (14,177 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
6,063 | 24,309 | 6,208 | (17,831 | ) | 18,749 | ||||||||||||||
Income tax (expense) benefit |
7,159 | (10,833 | ) | (2,235 | ) | | (5,909 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
13,222 | 13,476 | 3,973 | (17,831 | ) | 12,840 | ||||||||||||||
Less: Impact of noncontrolling interests, net of tax |
| | (382 | ) | | (382 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to HomeAway, Inc. |
$ | 13,222 | $ | 13,476 | $ | 4,355 | $ | (17,831 | ) | $ | 13,222 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to HomeAway, Inc. |
$ | 12,580 | $ | 13,476 | $ | (1,228 | ) | $ | (17,831 | ) | $ | 6,997 | ||||||||
|
|
|
|
|
|
|
|
|
|
27
Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2015
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||
Parent | Subsidiaries | Subsidiaries | Total | |||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net cash provided by (used in) operating activities |
$ | (8,137 | ) | $ | 92,525 | $ | 34,706 | $ | 119,094 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from investing activities |
||||||||||||||||
Change in restricted cash |
| | 122 | 122 | ||||||||||||
Purchases of intangibles and other assets |
| (278 | ) | | (278 | ) | ||||||||||
Purchases and sales of non-marketable investments |
(1,866 | ) | | (2,000 | ) | (3,866 | ) | |||||||||
Purchases of short-term investments |
(379,387 | ) | | | (379,387 | ) | ||||||||||
Proceeds from maturities and redemptions of marketable securities |
272,022 | | | 272,022 | ||||||||||||
Proceeds from sales of marketable securities |
1,525 | | | 1,525 | ||||||||||||
Net settlement of foreign currency forwards |
11,459 | | 3,622 | 15,081 | ||||||||||||
Purchases of property and equipment |
(5,188 | ) | (15,322 | ) | (3,282 | ) | (23,792 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) investing activities |
(101,435 | ) | (15,600 | ) | (1,538 | ) | (118,573 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||||||
Proceeds from exercise of options to purchase common stock |
9,640 | | | 9,640 | ||||||||||||
Excess tax benefit from stock-based compensation |
8,161 | | | 8,161 | ||||||||||||
Intercompany transfers |
77,878 | (80,159 | ) | 2,281 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities |
95,679 | (80,159 | ) | 2,281 | 17,801 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents |
| (96 | ) | (9,258 | ) | (9,354 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
(13,893 | ) | (3,330 | ) | 26,191 | 8,968 | ||||||||||
Cash and cash equivalents at beginning of period |
174,337 | 19,977 | 98,011 | 292,325 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of period |
$ | 160,444 | $ | 16,647 | $ | 124,202 | $ | 301,293 | ||||||||
|
|
|
|
|
|
|
|
28
Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2014
(In thousands)
Guarantor | Non-Guarantor | |||||||||||||||
Parent | Subsidiaries | Subsidiaries | Total | |||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net cash provided by (used in) operating activities |
$ | 12,047 | $ | 77,820 | $ | 21,548 | $ | 111,415 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from investing activities |
||||||||||||||||
Acquisition of businesses, net of cash acquired |
| (17,847 | ) | | (17,847 | ) | ||||||||||
Change in restricted cash |
| | 166 | 166 | ||||||||||||
Purchases of intangibles and other assets |
| (303 | ) | | (303 | ) | ||||||||||
Purchases and sales of non-marketable investments |
(10,135 | ) | | | (10,135 | ) | ||||||||||
Purchases of short-term investments |
(473,331 | ) | | | (473,331 | ) | ||||||||||
Proceeds from maturities and redemptions of marketable securities |
23,048 | | | 23,048 | ||||||||||||
Proceeds from sales of marketable securities |
4,358 | | | 4,358 | ||||||||||||
Net settlement of foreign currency forwards |
(113 | ) | | (11,898 | ) | (12,011 | ) | |||||||||
Purchases of property and equipment |
(276 | ) | (19,486 | ) | (694 | ) | (20,456 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
(456,449 | ) | (37,636 | ) | (12,426 | ) | (506,511 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from financing activities |
||||||||||||||||
Proceeds from borrowings on convertible senior notes, net |
390,978 | | | 390,978 | ||||||||||||
Proceeds from issuance of warrants |
38,278 | | | 38,278 | ||||||||||||
Purchase of convertible note hedge |
(85,853 | ) | | | (85,853 | ) | ||||||||||
Other financing activities |
(919 | ) | | | (919 | ) | ||||||||||
Proceeds from exercise of options to purchase common stock |
22,827 | | | 22,827 | ||||||||||||
Excess tax benefit from stock-based compensation |
2,583 | | | 2,583 | ||||||||||||
Intercompany tranfers |
34,000 | (37,500 | ) | 3,500 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities |
401,894 | (37,500 | ) | 3,500 | 367,894 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents |
| (16 | ) | (5,287 | ) | (5,303 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
(42,508 | ) | 2,668 | 7,335 | (32,505 | ) | ||||||||||
Cash and cash equivalents at beginning of period |
213,213 | 22,613 | 88,782 | 324,608 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of period |
$ | 170,705 | $ | 25,281 | $ | 96,117 | $ | 292,103 | ||||||||
|
|
|
|
|
|
|
|
29