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): August 5, 2014
Interval Leisure Group, Inc.
(Exact name of registrant as specified in charter)
Delaware |
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001-34062 |
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26-2590997 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
6262 Sunset Drive, Miami, FL |
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33143 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (305) 666-1861
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. Results of Operations and Financial Condition.
Financial Results for the Quarter Ended June 30, 2014
Interval Leisure Group, Inc. (ILG) today issued a press release reporting financial results for the quarter ended June 30, 2014.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 to this Report is being furnished and is not filed with the Securities and Exchange Commission and is not incorporated by reference into any registration statement under the Securities Act of 1933.
ITEM 8.01. Other Events.
On August 5, 2014, ILG announced that its Board of Directors declared a quarterly dividend of $0.11 per common share. The dividend is payable on September 17, 2014 to shareholders of record as of September 3, 2014. The actual declaration of any future cash dividends, and the establishment of record and payment dates, will be subject to final determination by the Board of Directors each quarter and will depend upon our result of operations, cash requirements and surplus, financial condition, legal requirements, capital requirements related to business initiatives, investments and acquisitions and other factors the Board of Directors may deem relevant.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits to this Form 8-K
Exhibit No. |
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Description |
99.1 |
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Press release of ILG, dated August 5, 2014, reporting financial results for the quarter ended June 30, 2014 |
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.
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Interval Leisure Group, Inc. | |
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By: |
/s/ Victoria J. Kincke |
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Name: |
Victoria J. Kincke |
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Title: |
Senior Vice President, General Counsel and Secretary |
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Date: August 5, 2014 |
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Exhibit 99.1
INTERVAL LEISURE GROUP REPORTS SECOND QUARTER 2014 RESULTS
MIAMI(BUSINESS WIRE)August 5, 2014 Interval Leisure Group (Nasdaq: IILG) (ILG) today announced results for the three months ended June 30, 2014.
SECOND QUARTER 2014 HIGHLIGHTS
· ILG reports record second quarter consolidated revenue; revenue increased by 14.8% year-over-year
· Net income of $18.4 million. Adjusted net income was $19.3 million, an increase of 8%
· Adjusted EBITDA increased 7.0%
· Management and rental segment revenue, excluding pass-throughs, increased by 128.4% reflecting the contribution from accretive acquisitions
· Interval International affiliated 24 resorts during the quarter
ILG continues to execute its strategy of broadening its role in non-traditional lodging. Our record second quarter revenue stems from the inclusion of VRI Europe and Aqua Hospitality, said Craig M. Nash, chairman, president and Chief Executive Officer of Interval Leisure Group. An 8% increase in adjusted net income was driven by both acquisitions and organic improvement from our existing vacation ownership resort management businesses. We are building a strong foundation for future growth as the management and rental segment now contributes nearly 40% of revenue and over 20% of adjusted EBITDA. We look to realize further benefits as ILG continues the integration of our acquisitions.
Financial Summary & Operating Metrics (USD in millions except per share amounts)
|
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Three Months Ended |
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Quarter |
| ||||
METRICS |
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2014 |
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2013 |
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Change |
| ||
Revenue |
|
143.5 |
|
125.0 |
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14.8 |
% | ||
Membership and Exchange revenue |
|
86.9 |
|
95.5 |
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(9.0 |
)% | ||
Management and Rental revenue |
|
56.6 |
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29.5 |
|
92.0 |
% | ||
Gross profit |
|
83.8 |
|
81.6 |
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2.7 |
% | ||
Net income attributable to common stockholders |
|
18.4 |
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20.6 |
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(10.7 |
)% | ||
Adjusted net income* |
|
19.3 |
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17.9 |
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8.0 |
% | ||
Diluted EPS |
|
$ |
0.32 |
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$ |
0.36 |
|
(11.1 |
)% |
Adjusted diluted EPS* |
|
$ |
0.33 |
|
$ |
0.31 |
|
7.4 |
% |
Adjusted EBITDA* |
|
41.5 |
|
38.8 |
|
7.0 |
% |
BALANCE SHEET DATA |
|
June 30, 2014 |
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December 31, 2013 |
|
Cash and cash equivalents |
|
74.6 |
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48.5 |
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Debt |
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268.0 |
|
253.0 |
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|
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Six Months Ended |
|
Year |
| ||
CASH FLOW DATA |
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2014 |
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2013 |
|
Change |
|
Net cash provided by operating activities |
|
55.7 |
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61.3 |
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(9.1 |
)% |
Free cash flow* |
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46.5 |
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54.7 |
|
(14.9 |
)% |
* Adjusted EBITDA, adjusted net income, adjusted earnings per share and Free cash flow are non-GAAP measures as defined by the Securities and Exchange Commission (the SEC). Please see Presentation of Financial Information, Glossary of Terms and Reconciliations of Non-GAAP Measures below for an explanation of non-GAAP measures used throughout this release.
DISCUSSION OF RESULTS
Second Quarter 2014 Consolidated Operating Results
Consolidated revenue for the second quarter ended June 30, 2014 was $143.5 million, an increase of 14.8% from $125.0 million for the second quarter of 2013. Excluding the impact of a $4.1 million second quarter 2013 out of period item, consolidated revenue increased 18.7% year over year.
Net income attributable to common stockholders for the three months ended June 30, 2014 was $18.4 million from $20.6 million in 2013. Adjusted net income, which excludes acquisition related and restructuring costs, non-operating foreign currency remeasurements and a 2013 prior period correction, increased 8.0% to $19.3 million for the second quarter of 2014 from $17.9 million for the second quarter of 2013. The year-over-year increase in adjusted net income reflects incremental earnings contribution from recently acquired businesses in the Management and Rental segment and positive contributions from ILGs other vacation ownership management businesses, partially offset by lower profit from the Membership and Exchange segment.
Second quarter 2014 diluted earnings per share were $0.32 from $0.36 in 2013. Adjusted diluted earnings per share (defined below) were $0.33 for the 2014 quarter compared to $0.31 for the 2013 quarter.
Adjusted EBITDA (defined below) was $41.5 million for the quarter ended June 30, 2014, an increase of 7.0% from adjusted EBITDA of $38.8 million for the same period of 2013.
Business Segment Results
Membership and Exchange
Membership and Exchange segment revenue for the three months ended June 30, 2014 was $86.9 million, a decrease of 9.0% from the comparable period in 2013 or 4.9% excluding the $4.1 million prior period item recorded in 2013. Segment results, year-to-date, have been negatively impacted by lower transaction volumes and membership revenue resulting from the shift in the percentage mix of the Interval Network membership base from traditional, direct renewal members to corporate members and reduced profitability in connection with renewals of several large corporate developer contracts. Membership mix as of June 30, 2014 is comprised of 59.3% traditional versus 40.7% corporate members, compared to 60.5% and 39.5%, respectively, as of June 30, 2013.
For the second quarter of 2014, membership fee revenue (defined below) was $31.6 million, a decrease of 14.2%, or 3.6% excluding the prior period item recorded in 2013, and transaction revenue (defined below) was $47.3 million, a decrease of 5.7% from the comparable period in 2013.
Total active members at June 30, 2014 were approximately 1.82 million, relatively consistent with June 30, 2013. Average revenue per member for the second quarter of 2014 was $44.36, a decrease of 8.7% from the second quarter of 2013. Excluding the impact of the prior period item recorded in the second quarter of 2013, average revenue per member decreased 4.3% from $46.37 in the prior year to $44.38 this quarter. During the second quarter of 2014, Interval affiliated 24 new vacation ownership resorts in domestic and international markets.
Membership and Exchange segment adjusted EBITDA was $32.9 million in the second quarter, declining 8.9% from the prior year.
Management and Rental
Management and Rental segment revenue for the three months ended June 30, 2014 was $56.6 million, including $32.4 million of management fee and rental revenue (defined below). Year-over-year, management fee and rental revenue increased 128.4%, primarily driven by the incremental contribution from recently acquired businesses - VRI Europe and Aqua Hotels.
Combined Aston and Aqua RevPAR (defined below) for the quarter ended June 30, 2014 was $110.39. Aston standalone RevPAR was $125.41 compared to $129.17 for the same period in 2013.
Management and Rental segment adjusted EBITDA was $8.6 million in the second quarter, an increase of 222.6% from the prior year.
CAPITAL RESOURCES AND LIQUIDITY
As of June 30, 2014, ILGs cash and cash equivalents totaled $74.6 million, compared to $48.5 million as of December 31, 2013.
Debt outstanding as of June 30, 2014 was $268 million, compared to $253 million as of December 31, 2013. In April 2014, ILG amended its revolving credit facility and increased its borrowing capacity to $600 million from $500 million, which may be increased by an additional $100 million, subject to specified conditions.
For the first six months of 2014, ILGs capital expenditures totaled $9.1 million, or 3.0% of revenue, net cash provided by operating activities was $55.7 million and free cash flow (defined below) was $46.5 million. The decline in free cash flow was principally due to payments made during the first quarter of 2014 in connection with long-term agreements.
Share Repurchase Program
Effective August 3, 2011 and June 4, 2014, ILGs Board of Directors authorized a share repurchase program for up to $25.0 million and $20.0 million, respectively, excluding commissions, of the Companys outstanding common stock.
During the six months ended June 30, 2014, the Company repurchased 0.2 million shares of common stock for $4.1 million, including commissions, under the August 2011 repurchase program, and 0.4 million shares of common stock for $9.5 million, including commissions, under the June 2014 repurchase program. As of June 30, 2014, the remaining availability for future repurchases of ILG common stock was $10.5 million.
Dividend
For the second quarter 2014, ILG paid $6.3 million, or $0.11 cents per share in dividends.
In August 2014, the Board of Directors declared a $0.11 per share dividend payable September 17, 2014 to shareholders of record on September 3, 2014.
PRESENTATION OF FINANCIAL INFORMATION
ILG management believes that the presentation of non-generally accepted accounting principles (non-GAAP) financial measures, including, among others, EBITDA, adjusted EBITDA, adjusted net income, adjusted basic and diluted EPS and free cash flow, serves to enhance the understanding of ILGs performance. These non-GAAP financial measures should be considered in addition to and not as substitutes for, or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (GAAP). In addition, adjusted EBITDA (with certain additional add-backs) is used to calculate compliance with certain financial covenants in ILGs credit agreement. Management believes that these non-GAAP measures improve the transparency of its disclosures, provide meaningful presentations of its results from business operations excluding the impact of certain items not related to its core business operations and improve the period to period comparability of results from business operations. These measures may also be useful in comparing its results to those of other companies; however, its calculations may differ from the calculations of these measures used by other companies. More information about the non-GAAP financial measures, including reconciliations of GAAP results to the non-GAAP measures, is available in the financial tables that accompany this press release.
CONFERENCE CALL
ILG will host a conference call today at 4:30 p.m. Eastern Daylight Time to discuss its results for the second quarter 2014, with access via the Internet and telephone. Investors and analysts may participate in the live conference call by dialing (877) 280-4955 (toll-free domestic) or (857) 244-7312 (international); Conference ID: 75023015. Please register at least 10 minutes before the conference call begins. A replay of the call will be available for 14 days via telephone starting approximately two hours after the call ends. The replay can be accessed at (888) 286-8010 (toll-free domestic) or (617) 801-6888 (international); Conference ID: 71507623. The webcast will be archived on Interval Leisure Groups website for 90 days after the call. A transcript of the call will also be available on the website.
ABOUT INTERVAL LEISURE GROUP
Interval Leisure Group (ILG) is a leading global provider of membership and leisure services to the vacation industry. Headquartered in Miami, Florida, ILG has approximately 5,000 employees worldwide. The companys Membership and Exchange segment offers leisure and travel-related products and services to about 2 million member families who are enrolled in various programs. Interval International, the segments principal business, has been a leader in vacation ownership exchange since 1976. With offices in 16 countries, it operates the Interval network of nearly 2,900 resorts in over 80 nations. ILG delivers additional opportunities for vacation ownership exchange through its Trading Places International (TPI) and Preferred Residences networks. ILGs Management and Rental segment includes Aston Hotels & Resorts, Aqua Hospitality, VRI Europe (VRIE), Vacation Resorts International (VRI), and TPI. These businesses provide hotel, condominium resort, timeshare resort, and homeowners association management, as well as rental services, to travelers and owners at more than 225 vacation properties, resorts, and club locations throughout North America and Europe. More information about the company is available at www.iilg.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, relating to: its future financial performance, its business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on managements current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in the forward-looking statements included herein for a variety of reasons, including, among others: adverse trends in economic conditions generally or in the vacation ownership, vacation rental and travel industries; adverse changes to, or interruptions in, relationships with third parties; lack of available financing for, or insolvency of developers; consolidation of developers; decreased demand from prospective purchasers of vacation interests; travel related health concerns; changes in its senior management; regulatory changes; its ability to compete effectively and successfully add new products and services; its ability to successfully manage and integrate acquisitions; impairment of assets; the restrictive covenants in its revolving credit facility; adverse events or trends in key vacation destinations; business interruptions in connection with the rearchitecture of its technology systems; ability of managed homeowners associations to collect sufficient maintenance fees; third parties not repaying advances or extensions of credit; failure to consummate a previously
announced transaction; and its ability to expand successfully in international markets and manage risks specific to international operations. Certain of these and other risks and uncertainties are discussed in its filings with the SEC. Other unknown or unpredictable factors that could also adversely affect its business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this release may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of its management as of the date of this press release. Except as required by applicable law, ILG does not undertake to update these forward-looking statements.
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
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June 30, |
|
June 30, |
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|
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2014 |
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2013 |
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2014 |
|
2013 |
| ||||
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|
|
|
|
|
|
|
| ||||
Revenue |
|
$ |
143,528 |
|
$ |
124,983 |
|
$ |
300,569 |
|
$ |
259,864 |
|
Cost of sales |
|
59,761 |
|
43,421 |
|
123,611 |
|
89,797 |
| ||||
Gross profit |
|
83,767 |
|
81,562 |
|
176,958 |
|
170,067 |
| ||||
Selling and marketing expense |
|
13,808 |
|
14,272 |
|
28,378 |
|
28,007 |
| ||||
General and administrative expense |
|
31,251 |
|
28,227 |
|
62,688 |
|
54,532 |
| ||||
Amortization expense of intangibles |
|
2,895 |
|
1,896 |
|
5,861 |
|
3,908 |
| ||||
Depreciation expense |
|
3,876 |
|
3,696 |
|
7,669 |
|
7,360 |
| ||||
Operating income |
|
31,937 |
|
33,471 |
|
72,362 |
|
76,260 |
| ||||
Other income (expense): |
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
55 |
|
72 |
|
99 |
|
223 |
| ||||
Interest expense |
|
(1,628 |
) |
(1,611 |
) |
(2,952 |
) |
(3,264 |
) | ||||
Other income (expense), net |
|
(280 |
) |
1,479 |
|
(416 |
) |
959 |
| ||||
Total other expense, net |
|
(1,853 |
) |
(60 |
) |
(3,269 |
) |
(2,082 |
) | ||||
Earnings before income taxes and noncontrolling interest |
|
30,084 |
|
33,411 |
|
69,093 |
|
74,178 |
| ||||
Income tax provision |
|
(10,690 |
) |
(12,841 |
) |
(25,005 |
) |
(28,598 |
) | ||||
Net income |
|
19,394 |
|
20,570 |
|
44,088 |
|
45,580 |
| ||||
Net income attributable to noncontrolling interest |
|
(1,034 |
) |
|
|
(2,013 |
) |
(6 |
) | ||||
Net income attributable to common stockholders |
|
$ |
18,360 |
|
$ |
20,570 |
|
$ |
42,075 |
|
$ |
45,574 |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.32 |
|
$ |
0.36 |
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$ |
0.73 |
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$ |
0.80 |
|
Diluted |
|
$ |
0.32 |
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$ |
0.36 |
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$ |
0.72 |
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$ |
0.79 |
|
Weighted average number of shares of common stock outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
57,669 |
|
57,315 |
|
57,587 |
|
57,121 |
| ||||
Diluted |
|
58,169 |
|
57,795 |
|
58,123 |
|
57,615 |
| ||||
Dividends declared per share of common stock |
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$ |
0.11 |
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$ |
0.11 |
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$ |
0.22 |
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$ |
0.11 |
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Adjusted net income(1) |
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$ |
19,309 |
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$ |
17,875 |
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$ |
43,696 |
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$ |
43,461 |
|
Adjusted earnings per share(1): |
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|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.33 |
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$ |
0.31 |
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$ |
0.76 |
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$ |
0.76 |
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Diluted |
|
$ |
0.33 |
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$ |
0.31 |
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$ |
0.75 |
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$ |
0.75 |
|
(1) Adjusted net income and Adjusted earnings per share are non-GAAP measures as defined by the SEC. Please see Reconciliations of Non-GAAP Measures for a reconciliation to the comparable GAAP measure.
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
|
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June 30, 2014 |
|
December 31, 2013 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
74,610 |
|
$ |
48,462 |
|
Deferred membership costs |
|
9,152 |
|
9,828 |
| ||
Prepaid income taxes |
|
13,809 |
|
11,211 |
| ||
Other current assets |
|
97,345 |
|
89,061 |
| ||
Total current assets |
|
194,916 |
|
158,562 |
| ||
Goodwill and intangible assets, net |
|
762,665 |
|
766,703 |
| ||
Deferred membership costs |
|
11,452 |
|
10,741 |
| ||
Other non-current assets |
|
91,885 |
|
88,613 |
| ||
TOTAL ASSETS |
|
$ |
1,060,918 |
|
$ |
1,024,619 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY LIABILITIES: |
|
|
|
|
| ||
Accounts payable, trade |
|
$ |
11,807 |
|
$ |
13,793 |
|
Deferred revenue |
|
102,473 |
|
92,503 |
| ||
Other current liabilities |
|
85,108 |
|
83,262 |
| ||
Total current liabilities |
|
199,388 |
|
189,558 |
| ||
Long-term debt |
|
268,000 |
|
253,000 |
| ||
Deferred revenue |
|
100,038 |
|
100,494 |
| ||
Other long-term liabilities |
|
93,586 |
|
104,608 |
| ||
TOTAL LIABILITIES |
|
661,012 |
|
647,660 |
| ||
Redeemable noncontrolling interest |
|
444 |
|
426 |
| ||
Total ILG stockholders equity |
|
364,733 |
|
343,825 |
| ||
Noncontrolling interest |
|
34,729 |
|
32,708 |
| ||
TOTAL EQUITY |
|
399,462 |
|
376,533 |
| ||
TOTAL LIABILITIES AND EQUITY |
|
$ |
1,060,918 |
|
$ |
1,024,619 |
|
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
Six Months Ended June 30, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net income |
|
$ |
44,088 |
|
$ |
45,580 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Amortization expense of intangibles |
|
5,861 |
|
3,908 |
| ||
Amortization of debt issuance costs |
|
407 |
|
391 |
| ||
Depreciation expense |
|
7,669 |
|
7,360 |
| ||
Non-cash compensation expense |
|
5,480 |
|
5,144 |
| ||
Non-cash interest expense |
|
7 |
|
170 |
| ||
Deferred income taxes |
|
310 |
|
(1,427 |
) | ||
Excess tax benefits from stock-based awards |
|
(1,908 |
) |
(2,598 |
) | ||
Loss (gain) on disposal of property and equipment |
|
10 |
|
163 |
| ||
Change in fair value of contingent consideration |
|
(1,606 |
) |
337 |
| ||
Changes in operating assets and liabilities: |
|
(4,662 |
) |
2,231 |
| ||
Net cash provided by operating activities |
|
55,656 |
|
61,259 |
| ||
Cash flows from investing activities: |
|
|
|
|
| ||
Capital expenditures |
|
(9,146 |
) |
(6,592 |
) | ||
Proceeds from disposal of property and equipment |
|
(7 |
) |
7 |
| ||
Investment in financing receivables |
|
(750 |
) |
|
| ||
Payments received on financing receivables |
|
|
|
9,876 |
| ||
Net cash provided by (used in) investing activities |
|
(9,903 |
) |
3,291 |
| ||
Cash flows from financing activities: |
|
|
|
|
| ||
Borrowings on revolving credit facility |
|
30,000 |
|
|
| ||
Payments on revolving credit facility |
|
(15,000 |
) |
(45,000 |
) | ||
Payments of debt issuance costs |
|
(1,711 |
) |
|
| ||
Payments of contingent consideration |
|
(7,272 |
) |
|
| ||
Repurchases of common stock |
|
(10,999 |
) |
|
| ||
Dividend payments |
|
(12,681 |
) |
(6,304 |
) | ||
Withholding taxes on vesting of restricted stock units |
|
(3,972 |
) |
(4,466 |
) | ||
Proceeds from the exercise of stock options |
|
310 |
|
377 |
| ||
Excess tax benefits from stock-based awards |
|
1,908 |
|
2,598 |
| ||
Net cash used in financing activities |
|
(19,417 |
) |
(52,795 |
) | ||
Effect of exchange rate changes on cash and cash equivalents |
|
(188 |
) |
(3,918 |
) | ||
Net increase in cash and cash equivalents |
|
26,148 |
|
7,837 |
| ||
Cash and cash equivalents at beginning of period |
|
48,462 |
|
101,162 |
| ||
Cash and cash equivalents at end of period |
|
$ |
74,610 |
|
$ |
108,999 |
|
|
|
|
|
|
| ||
Supplemental disclosures of cash flow information: |
|
|
|
|
| ||
Cash paid during the period for: |
|
|
|
|
| ||
Interest, net of amounts capitalized |
|
$ |
2,386 |
|
$ |
2,819 |
|
Income taxes, net of refunds |
|
$ |
26,281 |
|
$ |
25,872 |
|
OPERATING STATISTICS
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||||||
|
|
2014 |
|
% Change |
|
2013 |
|
2014 |
|
% Change |
|
2013 |
| ||||
Membership and Exchange |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total active members at end of period (000s) |
|
1,818 |
|
(0.2 |
)% |
1,821 |
|
1,818 |
|
(0.2 |
)% |
1,821 |
| ||||
Average revenue per member(1) |
|
$ |
44.36 |
|
(8.7 |
)% |
$ |
48.59 |
|
$ |
93.68 |
|
(7.6 |
)% |
$ |
101.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Management and Rental |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Available room nights (000s) |
|
742 |
|
103.8 |
% |
364 |
|
1,478 |
|
107.3 |
% |
713 |
| ||||
RevPAR |
|
$ |
110.39 |
|
(14.5 |
)% |
$ |
129.17 |
|
$ |
125.85 |
|
(14.6 |
)% |
$ |
147.39 |
|
(1) Excluding the $4.1 million of membership revenue included in the prior year related to the prior period item, average revenue per member for the three and six month periods ending June 30, 2013 would have been $46.37 and $99.17, respectively.
ADDITIONAL DATA
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||||||
|
|
2014 |
|
% Change |
|
2013 |
|
2014 |
|
% Change |
|
2013 |
| ||||
|
|
(Dollars in thousands) |
|
(Dollars in thousands) |
| ||||||||||||
Membership and Exchange |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Transaction revenue |
|
$ |
47,315 |
|
(5.7 |
)% |
$ |
50,174 |
|
$ |
103,426 |
|
(7.1 |
)% |
$ |
111,322 |
|
Membership fee revenue(1) |
|
31,602 |
|
(14.2 |
)% |
36,819 |
|
63,420 |
|
(9.6 |
)% |
70,183 |
| ||||
Ancillary member revenue |
|
1,709 |
|
(5.6 |
)% |
1,811 |
|
3,332 |
|
(10.8 |
)% |
3,736 |
| ||||
Total member revenue |
|
80,626 |
|
(9.2 |
)% |
88,804 |
|
170,178 |
|
(8.1 |
)% |
185,241 |
| ||||
Other revenue |
|
6,314 |
|
(5.9 |
)% |
6,713 |
|
12,107 |
|
(2.1 |
)% |
12,371 |
| ||||
Total revenue |
|
$ |
86,940 |
|
(9.0 |
)% |
$ |
95,517 |
|
$ |
182,285 |
|
(7.8 |
)% |
$ |
197,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Management and Rental |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Management fee and rental revenue |
|
$ |
32,364 |
|
128.4 |
% |
$ |
14,172 |
|
$ |
68,955 |
|
118.1 |
% |
$ |
31,617 |
|
Pass-through revenue |
|
24,224 |
|
58.4 |
% |
15,294 |
|
49,329 |
|
61.0 |
% |
30,635 |
| ||||
Total revenue |
|
$ |
56,588 |
|
92.0 |
% |
$ |
29,466 |
|
$ |
118,284 |
|
90.0 |
% |
$ |
62,252 |
|
Management and Rental gross margin |
|
31.5 |
% |
5.4 |
% |
29.9 |
% |
33.5 |
% |
0.9 |
% |
33.2 |
% | ||||
Management and Rental gross margin without Pass-through Revenue |
|
55.1 |
% |
(11.6 |
)% |
62.3 |
% |
57.5 |
% |
(12.1 |
)% |
65.4 |
% |
(1) Excluding the $4.1 million of membership revenue included in the prior year related to the prior period item, membership fee revenue for the three and six month periods ending June 30, 2013 as presented in this table would have been $32,766 and $66,130, respectively.
RECONCILIATIONS OF NON-GAAP MEASURES
|
|
Six Months Ended June 30, |
| ||||||
|
|
2014 |
|
% Change |
|
2013 |
| ||
|
|
(Dollars in thousands) |
| ||||||
|
|
|
|
|
|
|
| ||
Net cash provided by operating activities |
|
$ |
55,656 |
|
(9.1 |
)% |
$ |
61,259 |
|
Less: Capital expenditures |
|
(9,146 |
) |
38.7 |
% |
(6,592 |
) | ||
Free cash flow |
|
$ |
46,510 |
|
(14.9 |
)% |
$ |
54,667 |
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
| ||||
|
|
(Dollars in thousands, except per share data) |
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to common stockholders |
|
$ |
18,360 |
|
$ |
20,570 |
|
$ |
42,075 |
|
$ |
45,574 |
|
Acquisition related and restructuring costs |
|
1,167 |
|
599 |
|
2,406 |
|
1,353 |
| ||||
Other non-operating foreign currency remeasurements |
|
305 |
|
(1,478 |
) |
135 |
|
(1,298 |
) | ||||
Prior period item(1) |
|
|
|
(3,496 |
) |
|
|
(3,496 |
) | ||||
Income tax impact on adjusting items(2) |
|
(523 |
) |
1,680 |
|
(920 |
) |
1,328 |
| ||||
Adjusted net income |
|
$ |
19,309 |
|
$ |
17,875 |
|
$ |
43,696 |
|
$ |
43,461 |
|
Adjusted earnings per share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.33 |
|
$ |
0.31 |
|
$ |
0.76 |
|
$ |
0.76 |
|
Diluted |
|
$ |
0.33 |
|
$ |
0.31 |
|
$ |
0.75 |
|
$ |
0.75 |
|
(1) During the prior year, we identified an immaterial net understatement of membership revenue, related membership expenses, and income for the period commencing January 1, 2011 through March 31, 2013. In accordance with ASC 250, Accounting Changes and Error Corrections, we assessed the materiality of the misstatement, both quantitatively and qualitatively, and concluded it is not material to any of our previously issued or current year financial statements.
(2) Tax rate utilized is the applicable effective tax rate respective to the period to the extent amounts are deductible.
|
|
Three Months Ended June 30, |
| ||||||||||||||||
|
|
2014 |
|
2013 |
| ||||||||||||||
|
|
Membership |
|
Management |
|
Consolidated |
|
Membership |
|
Management |
|
Consolidated |
| ||||||
|
|
(Dollars in thousands) |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Adjusted EBITDA |
|
$ |
32,880 |
|
$ |
8,594 |
|
$ |
41,474 |
|
$ |
36,089 |
|
$ |
2,664 |
|
$ |
38,753 |
|
Non-cash compensation expense |
|
(2,276 |
) |
(357 |
) |
(2,633 |
) |
(2,329 |
) |
(258 |
) |
(2,587 |
) | ||||||
Other non-operating income (expense), net |
|
(319 |
) |
39 |
|
(280 |
) |
1,481 |
|
(2 |
) |
1,479 |
| ||||||
Acquisition related and restructuring costs |
|
(816 |
) |
(351 |
) |
(1,167 |
) |
44 |
|
(643 |
) |
(599 |
) | ||||||
Prior period item |
|
|
|
|
|
|
|
3,496 |
|
|
|
3,496 |
| ||||||
EBITDA |
|
29,469 |
|
7,925 |
|
37,394 |
|
38,781 |
|
1,761 |
|
40,542 |
| ||||||
Amortization expense of intangibles |
|
(334 |
) |
(2,561 |
) |
(2,895 |
) |
(337 |
) |
(1,559 |
) |
(1,896 |
) | ||||||
Depreciation expense |
|
(3,411 |
) |
(465 |
) |
(3,876 |
) |
(3,367 |
) |
(329 |
) |
(3,696 |
) | ||||||
Less: Net income attributable to noncontrolling interest |
|
|
|
1,034 |
|
1,034 |
|
|
|
|
|
|
| ||||||
Less: Other non-operating income (expense), net |
|
319 |
|
(39 |
) |
280 |
|
(1,481 |
) |
2 |
|
(1,479 |
) | ||||||
Operating income (loss) |
|
$ |
26,043 |
|
$ |
5,894 |
|
31,937 |
|
$ |
33,596 |
|
$ |
(125 |
) |
33,471 |
| ||
Interest income |
|
|
|
|
|
55 |
|
|
|
|
|
72 |
| ||||||
Interest expense |
|
|
|
|
|
(1,628 |
) |
|
|
|
|
(1,611 |
) | ||||||
Other non-operating income (expense), net |
|
|
|
|
|
(280 |
) |
|
|
|
|
1,479 |
| ||||||
Income tax provision |
|
|
|
|
|
(10,690 |
) |
|
|
|
|
(12,841 |
) | ||||||
Net income |
|
|
|
|
|
19,394 |
|
|
|
|
|
20,570 |
| ||||||
Net income attributable to noncontrolling interest |
|
|
|
|
|
(1,034 |
) |
|
|
|
|
|
| ||||||
Net income attributable to common stockholders |
|
|
|
|
|
$ |
18,360 |
|
|
|
|
|
$ |
20,570 |
|
|
|
Six Months Ended June 30, |
| ||||||||||||||||
|
|
2014 |
|
2013 |
| ||||||||||||||
|
|
Membership |
|
Management |
|
Consolidated |
|
Membership |
|
Management |
|
Consolidated |
| ||||||
|
|
(Dollars in thousands) |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Adjusted EBITDA |
|
$ |
71,410 |
|
$ |
20,354 |
|
$ |
91,764 |
|
$ |
81,908 |
|
$ |
8,615 |
|
$ |
90,523 |
|
Non-cash compensation expense |
|
(4,844 |
) |
(635 |
) |
(5,479 |
) |
(4,608 |
) |
(536 |
) |
(5,144 |
) | ||||||
Other non-operating income (expense), net |
|
(302 |
) |
(114 |
) |
(416 |
) |
1,132 |
|
(173 |
) |
959 |
| ||||||
Acquisition related and restructuring costs |
|
(1,182 |
) |
(1,224 |
) |
(2,406 |
) |
(168 |
) |
(1,185 |
) |
(1,353 |
) | ||||||
Prior period item |
|
|
|
|
|
|
|
3,496 |
|
|
|
3,496 |
| ||||||
EBITDA |
|
65,082 |
|
18,381 |
|
83,463 |
|
81,760 |
|
6,721 |
|
88,481 |
| ||||||
Amortization expense of intangibles |
|
(668 |
) |
(5,193 |
) |
(5,861 |
) |
(674 |
) |
(3,234 |
) |
(3,908 |
) | ||||||
Depreciation expense |
|
(6,746 |
) |
(923 |
) |
(7,669 |
) |
(6,686 |
) |
(674 |
) |
(7,360 |
) | ||||||
Less: Net income attributable to noncontrolling interest |
|
|
|
2,013 |
|
2,013 |
|
|
|
6 |
|
6 |
| ||||||
Less: Other non-operating income (expense), net |
|
302 |
|
114 |
|
416 |
|
(1,132 |
) |
173 |
|
(959 |
) | ||||||
Operating income |
|
$ |
57,970 |
|
$ |
14,392 |
|
72,362 |
|
$ |
73,268 |
|
$ |
2,992 |
|
76,260 |
| ||
Interest income |
|
|
|
|
|
99 |
|
|
|
|
|
223 |
| ||||||
Interest expense |
|
|
|
|
|
(2,952 |
) |
|
|
|
|
(3,264 |
) | ||||||
Other non-operating income (expense), net |
|
|
|
|
|
(416 |
) |
|
|
|
|
959 |
| ||||||
Income tax provision |
|
|
|
|
|
(25,005 |
) |
|
|
|
|
(28,598 |
) | ||||||
Net income |
|
|
|
|
|
44,088 |
|
|
|
|
|
45,580 |
| ||||||
Net income attributable to noncontrolling interest |
|
|
|
|
|
(2,013 |
) |
|
|
|
|
(6 |
) | ||||||
Net income attributable to common stockholders |
|
|
|
|
|
$ |
42,075 |
|
|
|
|
|
$ |
45,574 |
|
GLOSSARY OF TERMS
Acquisition related and restructuring costs - Represents transaction fees, costs incurred in connection with performing due diligence, subsequent adjustments to its initial estimate of contingent consideration obligations associated with business acquisitions, and other direct costs related to acquisition activities. Additionally, this item includes certain restructuring charges primarily related to workforce reductions and estimated costs of exiting contractual commitments.
Adjusted earnings per share (EPS) - Adjusted net income divided by the weighted average number of shares of common stock outstanding during the period for basic EPS and, additionally, inclusive of dilutive securities for diluted EPS.
Adjusted EBITDA - EBITDA, excluding, if applicable: (1) non-cash compensation expense, (2) goodwill and asset impairments, (3) acquisition related and restructuring costs, (4) other non-operating income and expense (including loss on extinguishment of debt), and (5) the impact of correcting prior period items. The Companys presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
Adjusted net income - Net income attributable to common stockholders, excluding the impact of (1) acquisition related and restructuring costs, (2) other non-operating foreign currency remeasurements, (3) correcting an immaterial prior period net understatement in the prior period financials, and (4) other special items, as applicable.
Ancillary Member Revenue - Other Interval Network member related revenue including insurance and travel related services.
Available Room Nights - Number of nights available for rental by Aston and Aqua at managed vacation properties, which excludes all rooms under renovation. Aqua occupied room nights are included only from the acquisition date.
Average Revenue per Member - Membership fee revenue, transaction revenue and ancillary member revenue for the Interval Network for the applicable period, divided by the monthly weighted average number of Interval Network active members during the applicable period.
EBITDA - Net income attributable to common stockholders excluding, if applicable: (1) interest income and interest expense, (2) income taxes, (3) depreciation expense, and (4) amortization expense of intangibles.
Free Cash Flow - Cash provided by operating activities less capital expenditures.
Gross Lodging Revenue - Total room revenue collected from all Aston and Aqua-managed occupied rooms. Aqua occupied room nights are included only from the acquisition date.
Management Fee and Rental Revenue Represents revenue earned by its Management and Rental segment exclusive of pass-through revenue.
Membership Fee Revenue Represents fees paid for membership in the Interval Network.
Pass-through Revenue - Represents the compensation and other employee-related costs directly associated with management of the properties and homeowner associations that are included in
both revenue and cost of sales and that are passed on to the property owners and homeowner associations without mark-up. Management believes presenting gross margin without these expenses provides management and investors a relevant period-over-period comparison.
RevPAR - Gross Lodging Revenue divided by Available Room Nights during the period for Aston and Aqua.
Total Active Members - Active members of the Interval Network as of the end of the period. Active members are members in good standing that have paid membership fees and any other applicable charges in full as of the end of the period or are within the allowed grace period.
Transaction Revenue Interval Network transactional and service fees paid primarily for exchanges, Getaways, and reservation servicing.
Interval Leisure Group
Investor Contact:
Jennifer Klein, 305-925-7302
Investor Relations
Jennifer.Klein@iilg.com
Or
Media Contact:
Christine Boesch, 305-925-7267
Corporate Communications
Chris.Boesch@intervalintl.com