| 3 Months Ended | 3 Months Ended | Y/Y | ||||||||||
| Measure | 9.30.06 | 9.30.05 | Change | |||||||||
Gross bookings |
$ | 4,261.0 | $ | 3,937.6 | 8 | % | ||||||
Revenue |
613.9 | 584.7 | 5 | % | ||||||||
Revenue / gross bookings |
14.41 | % | 14.85 | % | (44 bps) | |||||||
Gross profit |
480.8 | 460.6 | 4 | % | ||||||||
Operating income before
amortization * |
180.0 | 183.5 | (2 | %) | ||||||||
Operating income |
89.3 | 148.6 | (40 | %) | ||||||||
Adjusted net income * |
117.2 | 126.9 | (8 | %) | ||||||||
Adjusted EPS * |
$ | 0.34 | $ | 0.35 | (3 | %) | ||||||
Net income |
59.0 | 82.0 | (28 | %) | ||||||||
Diluted EPS |
$ | 0.17 | $ | 0.23 | (26 | %) | ||||||
1 of 18
2 of 18
| Global Presence |
| | Expedia, Inc.s international points of sale in Canada, the United Kingdom, Germany, France, Italy, the Netherlands, China, Australia and other countries accounted for 27% of gross bookings and 29% of revenue in the third quarter, up from 23% of gross bookings and 24% of revenue in the prior year period. | ||
| | For the first time Expedia, Inc.s international points of sale have exceeded $4 billion of gross bookings on a trailing twelve month basis. | ||
| | Expedia.com.au expanded its site offerings with the launch of holiday packages, domestic and international flights, and car rentals to complement the sites existing hotel and attraction offerings. | ||
| | Expedia, Inc. continued to expand its international presence with the launch of three new Expedia-branded sites dedicated to serving the Scandinavian markets in Denmark, Norway and Sweden. |
| Brand Portfolio |
| | Hotwire® and Orbitz Worldwide, a brand of Travelport, signed a strategic partnership designating Hotwire the exclusive opaque booking partner for Orbitz.com and Cheaptickets.com, both brands of Orbitz Worldwide, beginning in 2007. | ||
| | Expedia.com® celebrated its 10th anniversary with a 10-week sale in its top 10 destinations as well as a $50,000 dream vacation sweepstakes. | ||
| | Expedia® Corporate Travel (ECT) has grown year-to-date worldwide gross bookings 50%, exceeding $800 million. ECT increased its geographic footprint with the launch of its sixth international presence in Germany. | ||
| | WWTE® private-label technology was selected by Air China to provide online booking services for airline tickets, hotel rooms, packages and in-destination activities for Air China customers in North America. | ||
| | Hotels.com grew worldwide gross bookings by 19%, including 59% growth at its European points of sale. |
| Content & Innovation |
| | Expedia.com became the exclusive travel partner of ThankYou Network, a division of Citigroup, and launched a customer rewards program enabling travelers to accumulate points on top of their existing point programs regardless of which credit card they use. Expedia travelers can redeem their points for travel or for thousands of products and services from hundreds of retailers, e-tailers and catalogers. | ||
| | Expedia.com partnered with TerraPass to become the first online travel agency to offer travelers the ability to mitigate greenhouse gas emissions that lead to global warming. Since late August, Expedia travelers have already purchased enough credits to offset more than 12 million pounds of carbon dioxide emissions. | ||
| | Expedia travelers have created over 280,000 qualified reviews of hotel stays covering more than 24,000 worldwide properties. | ||
| | Hotels.com, the experts in booking hotels online and via the phone, announced the availability of a new Groups tab on its home page, providing a clear and easy path for starting the booking process for group travel. | ||
| | TripAdvisor continued its Web 2.0 innovation with the introduction of TripAdvisor Maps, mashing hotel-based content including traveler reviews onto its destination maps, enabling travelers to find the perfect hotel, at the right price, in exactly the right location. |
| Partner Services Group (PSG) |
| | Expedia, Inc. announced new five-year strategic partnership agreements with US Airways and United Airlines under which all published fares and inventory will be available through Expedia.com and its affiliate sites. |
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| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
Revenue |
$ | 613,942 | $ | 584,653 | $ | 1,706,298 | $ | 1,624,706 | ||||||||
Cost of revenue (1) |
133,094 | 124,020 | 380,857 | 367,607 | ||||||||||||
Gross profit |
480,848 | 460,633 | 1,325,441 | 1,257,099 | ||||||||||||
Operating expenses: |
||||||||||||||||
Selling and marketing (1) |
215,086 | 184,560 | 614,778 | 556,763 | ||||||||||||
General and administrative (1) |
66,156 | 60,686 | 210,570 | 183,736 | ||||||||||||
Technology and content (1) |
36,034 | 30,854 | 104,866 | 101,998 | ||||||||||||
Amortization of intangible assets |
26,569 | 30,756 | 86,860 | 94,204 | ||||||||||||
Impairment of intangible asset |
47,000 | | 47,000 | | ||||||||||||
Amortization of non-cash distribution and marketing |
711 | 5,138 | 9,578 | 9,055 | ||||||||||||
Operating income |
89,292 | 148,639 | 251,789 | 311,343 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest income from IAC/InterActiveCorp |
| 15,316 | | 40,089 | ||||||||||||
Other interest income |
9,697 | 2,962 | 20,332 | 7,774 | ||||||||||||
Interest expense |
(4,857 | ) | (310 | ) | (7,230 | ) | (384 | ) | ||||||||
Write-off of long-term investment |
| (23,426 | ) | | (23,426 | ) | ||||||||||
Other, net |
2,926 | 7,379 | 17,049 | 11,889 | ||||||||||||
Total other income, net |
7,766 | 1,921 | 30,151 | 35,942 | ||||||||||||
Income before income taxes and minority interest |
97,058 | 150,560 | 281,940 | 347,285 | ||||||||||||
Provision for income taxes |
(37,707 | ) | (69,026 | ) | (103,523 | ) | (143,895 | ) | ||||||||
Minority interest in (earnings) losses of consolidated
subsidiaries, net |
(374 | ) | 501 | (623 | ) | 106 | ||||||||||
Net income |
$ | 58,977 | $ | 82,035 | $ | 177,794 | $ | 203,496 | ||||||||
Net earnings per share available to common stockholders: |
||||||||||||||||
Basic |
$ | 0.18 | $ | 0.24 | $ | 0.52 | $ | 0.61 | ||||||||
Diluted |
0.17 | 0.23 | 0.50 | 0.59 | ||||||||||||
Shares used in computing earnings per share: |
||||||||||||||||
Basic |
330,359 | 336,409 | 340,660 | 335,833 | ||||||||||||
Diluted |
341,137 | 353,351 | 355,075 | 344,819 | ||||||||||||
(1) Includes stock-based compensation as follows: |
||||||||||||||||
Cost of revenue |
$ | 1,816 | $ | (4,052 | ) | $ | 6,627 | $ | 7,133 | |||||||
Selling and marketing |
2,968 | (861 | ) | 11,665 | 14,590 | |||||||||||
General and administrative |
7,043 | 1,791 | 25,483 | 37,527 | ||||||||||||
Technology and content |
4,612 | 2,113 | 13,772 | 20,649 | ||||||||||||
Total stock-based compensation |
$ | 16,439 | $ | (1,009 | ) | $ | 57,547 | $ | 79,899 | |||||||
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| September 30, | December 31, | |||||||
| 2006 | 2005 | |||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 945,692 | $ | 297,416 | ||||
Restricted cash and cash equivalents |
18,274 | 23,585 | ||||||
Accounts and notes receivable, net of allowance of $4,365 and $3,914 |
216,947 | 174,019 | ||||||
Prepaid merchant bookings |
53,040 | 30,655 | ||||||
Prepaid expenses and other current assets |
62,002 | 64,569 | ||||||
Total current assets |
1,295,955 | 590,244 | ||||||
Property and equipment, net |
124,737 | 90,984 | ||||||
Long-term investments and other assets |
56,113 | 39,431 | ||||||
Intangible assets, net |
1,050,764 | 1,176,503 | ||||||
Goodwill |
5,856,663 | 5,859,730 | ||||||
TOTAL ASSETS |
$ | 8,384,232 | $ | 7,756,892 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable, merchant |
$ | 658,452 | $ | 534,882 | ||||
Accounts payable, other |
126,934 | 107,580 | ||||||
Short-term borrowings |
256 | 230,755 | ||||||
Deferred merchant bookings |
623,944 | 406,948 | ||||||
Deferred revenue |
11,083 | 7,068 | ||||||
Income taxes payable |
80,396 | 43,405 | ||||||
Deferred income taxes, net |
103 | 3,178 | ||||||
Other current liabilities |
125,946 | 104,409 | ||||||
Total current liabilities |
1,627,114 | 1,438,225 | ||||||
Long-term debt |
500,000 | | ||||||
Deferred income taxes, net |
341,433 | 368,880 | ||||||
Derivative liabilities |
30,845 | 105,827 | ||||||
Other long-term liabilities |
34,427 | 38,423 | ||||||
Minority interest |
55,960 | 71,774 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock $.001 par value |
| | ||||||
Authorized shares: 100,000,000 |
||||||||
Series A shares issued and outstanding: 846 and 846 |
||||||||
Common stock $.001 par value |
327 | 323 | ||||||
Authorized shares: 1,600,000,000 |
||||||||
Shares issued: 327,428,245 and 323,184,577 |
||||||||
Shares outstanding: 305,293,547 and 321,979,486 |
||||||||
Class B common stock $.001 par value |
26 | 26 | ||||||
Authorized shares: 400,000,000 |
||||||||
Shares issued and outstanding: 25,599,998 and 25,599,998 |
||||||||
Additional paid-in capital |
5,865,119 | 5,695,498 | ||||||
Treasury stock Common stock, at cost |
(320,569 | ) | (25,464 | ) | ||||
Shares: 22,134,698 and 1,205,091 |
||||||||
Retained earnings |
242,772 | 64,978 | ||||||
Accumulated other comprehensive income (loss) |
6,778 | (1,598 | ) | |||||
Total stockholders equity |
5,794,453 | 5,733,763 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 8,384,232 | $ | 7,756,892 | ||||
5 of 18
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2006 | 2005 | |||||||
Operating activities: |
||||||||
Net income |
$ | 177,794 | $ | 203,496 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
35,834 | 37,869 | ||||||
Amortization of intangible assets, non-cash distribution and marketing,
and stock-based compensation |
153,985 | 183,158 | ||||||
Deferred income taxes |
(31,702 | ) | 29,948 | |||||
Unrealized gain on derivative instruments, net |
(11,609 | ) | (12,000 | ) | ||||
Equity in earnings of unconsolidated affiliates |
(2,331 | ) | (870 | ) | ||||
Minority interest in earnings (losses) of consolidated subsidiaries, net |
623 | (106 | ) | |||||
Write-off of long-term investment |
| 23,426 | ||||||
Impairment of intangible asset |
47,000 | | ||||||
Other |
785 | 690 | ||||||
Changes in operating assets and liabilities, net of effects from acquisitions: |
||||||||
Accounts and notes receivable |
(39,767 | ) | (28,468 | ) | ||||
Prepaid merchant bookings and prepaid expenses |
(30,178 | ) | (39,047 | ) | ||||
Accounts payable, other and other current liabilities |
103,189 | 133,105 | ||||||
Accounts payable, merchant |
122,307 | 212,804 | ||||||
Deferred merchant bookings |
216,911 | 197,154 | ||||||
Deferred revenue |
4,001 | 2,494 | ||||||
Net cash provided by operating activities |
746,842 | 943,653 | ||||||
Investing activities: |
||||||||
Acquisitions, net of cash acquired |
(29,830 | ) | 11,515 | |||||
Capital expenditures |
(67,580 | ) | (40,859 | ) | ||||
Increase in long-term investments and deposits |
(1,820 | ) | (2,379 | ) | ||||
Transfers to IAC/InterActiveCorp, net |
| (753,613 | ) | |||||
Other, net |
| (1,967 | ) | |||||
Net cash used in investing activities |
(99,230 | ) | (787,303 | ) | ||||
Financing activities: |
||||||||
Repayment of short-term borrowings |
(230,649 | ) | | |||||
Proceeds from issuance of long-term debt, net of issuance costs |
495,682 | | ||||||
Changes in restricted cash and cash equivalents |
(2,604 | ) | (23,173 | ) | ||||
Proceeds from exercise of equity awards |
29,360 | 20,458 | ||||||
Excess tax benefit on equity awards |
781 | | ||||||
Treasury stock activity |
(295,105 | ) | | |||||
Distribution to IAC/InterActiveCorp, net |
| (65,991 | ) | |||||
Other, net |
| (2,601 | ) | |||||
Net cash used in financing activities |
(2,535 | ) | (71,307 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
3,199 | 1,164 | ||||||
Net increase in cash and cash equivalents |
648,276 | 86,207 | ||||||
Cash and cash equivalents at beginning of period |
297,416 | 141,668 | ||||||
Cash and cash equivalents at end of period |
$ | 945,692 | $ | 227,875 | ||||
Supplemental cash flow information |
||||||||
Cash paid for interest |
$ | 2,859 | $ | | ||||
Income tax payments, net |
63,955 | 5,115 | ||||||
6 of 18
| | Expedia, Inc. makes travel products and services available on a merchant and agency basis. Merchant transactions typically produce a higher level of net revenues per transaction and are generally recognized when the customer uses the travel product or service. Agency revenues are typically recognized at the time the reservation is booked. | ||
| | Agency bookings accounted for 58% of total bookings for the three months ended September 30, 2006 and 2005, as the increase in average worldwide airfares and decrease in domestic merchant air bookings was offset by an increase in our worldwide merchant hotel bookings. |
| | Cost of revenue primarily consists of: (1) costs of our data and call centers; (2) credit card merchant fees; (3) fees paid to fulfillment vendors for processing airline tickets and related customer services; (4) costs paid to suppliers for certain destination inventory; and (5) reserves and related payments to airlines for tickets purchased with fraudulent credit cards. | ||
| | Cost of revenue was 21.7% of revenue for the three months ended September 30, 2006 and 21.2% for the prior year period. The increase was primarily due to increased stock-based compensation related to cost of revenue, partially offset by an increased mix of merchant hotel revenue, which has a higher gross margin than our overall business. Cost of revenue excluding stock-based compensation was 21.4% of revenue for the three months ended September 30, 2006 and 21.9% for the prior year period. The decrease was primarily due to an increased mix of merchant hotel revenue, which has a higher gross margin than our overall business. | ||
| | Cost of revenue includes depreciation expense of $3 million for the three months ended September 30, 2006 and 2005. |
| | Operating expenses as a percentage of revenue for the three months ended September 30, 2006 and 2005 were as follows (some numbers may not add due to rounding): |
| 2006 | 2005 | Change | ||||||||||
Selling and marketing |
34.6 | % | 31.7 | % | 2.8 | % | ||||||
General and administrative |
9.6 | % | 10.1 | % | (0.4 | %) | ||||||
Technology and content |
5.1 | % | 4.9 | % | 0.2 | % | ||||||
Total |
49.3 | % | 46.7 | % | 2.6 | % | ||||||
| | Operating expenses include depreciation expense of $10 million and $12 million for the three months ended September 30, 2006 and 2005, respectively. | |
| Selling and Marketing (non-GAAP) |
| | Selling and marketing expense relates to direct advertising and distribution expense, including television, radio and print spending, as well as traffic generation from internet portals, search engines, private label and affiliate programs. Approximately 20% of the third quarter 2006 expense relates to personnel costs, including our PSG staff, marketing teams and destination services desk personnel, compared with 19% for the prior year period. | ||
| | The 2.8% year-over-year increase in selling and marketing expense as a percentage of revenue was largely due to marketing spend at our European points of sale, due in part to a shift of marketing spend from the second quarter to the third quarter driven by the timing of the World Cup. The year-over-year increase was also due in part to marketing at Hotels.com to drive merchant hotel bookings and increased personnel costs, partially offset by a decline in marketing spend for our Expedia.com point of sale. | ||
| | We expect selling and marketing to increase as a percentage of revenue for full-year 2006 due to continued expansion of our earlier stage international businesses, inflation in search-related and other traffic acquisition vehicles, lower marketing efficiencies and increased fixed personnel costs versus 2005. |
7 of 18
| General and Administrative (non-GAAP) |
| | General and administrative expense consists primarily of personnel-related costs for support functions that include our executive leadership, finance, legal, tax and human resources functions, and fees for professional services that include legal, tax and accounting. | ||
| | The 0.4% year-over-year decrease in general and administrative expense as a percentage of revenue was primarily due to lower compensation expense. | ||
| | We expect general and administrative expense to increase as a percentage of revenue for full year 2006 due to the incremental costs as a stand-alone public company and increased legal costs. |
| Technology and Content (non-GAAP) |
| | Technology and content expense includes product development expenses such as payroll and related expenses for localization, and depreciation of website development costs. | ||
| | The 0.2% year-over-year increase in technology and content expense as a percentage of revenue was due to increases in our software development and engineering teams, and increased website innovation. | ||
| | Given the increasing complexity of our business and our investments in geographic expansion, an enterprise data warehouse, call center technology, site merchandising, content, corporate travel, supplier integration, service-oriented architecture and other initiatives, we expect absolute amounts spent in technology and content to increase as a percentage of revenue for full year 2006 and 2007. | ||
| | The $27 million increase in capital expenditures for the nine months ended September 30, 2006 compared with the prior year period is primarily due to capitalized software costs, which will be expensed as technology and content over a three year period subsequent to the software being put into service. |
| | Stock-based compensation expense relates primarily to expense for stock options and restricted stock units (RSUs). Since February 2003, we have awarded RSUs as our primary form of employee stock-based compensation. Our stock-based awards generally vest over five years. | ||
| | Stock-based compensation expense for the three months ended September 30, 2006 was $16 million, consisting of $10 million in stock options expense and $6 million in expense related to RSUs and other equity compensation. Stock-based compensation increased $17 million from the prior year amount due to a $30 million net credit in the prior year period related to a change in the forfeiture assumptions associated with our equity awards. | ||
| | Assuming, among other things, no modification of existing awards or significant award grants, we expect stock-based compensation expense for full-year 2006 will be less than $85 million and will decrease further in 2007. | ||
| | The adoption of SFAS 123(R) on January 1, 2006 did not have a material impact on our financial position as we have been accounting for stock-based awards in accordance with SFAS 123 since January 1, 2003. Under SFAS 123(R), less than $1 million of excess tax benefit on equity awards is included in cash flow from financing activities for the nine months ended September 30, 2006. |
| | The $4 million decrease in other, net primarily relates to a $1 million unrealized loss related to our AskJeeves, Inc. (Ask) derivative liability (see Balance Sheet Notes), compared with a $12 million unrealized gain in the prior year period. This change was partially offset by a foreign exchange gain of $2 million in the current period compared with a $5 million loss in the prior year period. |
| | The effective tax rate on pre-tax adjusted income was 37.5% for the three months ended September 30, 2006 compared with 35.5% in the prior year period. The effective tax rate in both periods was higher than the federal statutory rate of 35% principally due to state income taxes, partially offset in the 2005 period by tax credits related to research and development costs. | ||
| | The effective tax rate on GAAP pre-tax income was 38.8% for the three months ended September 30, 2006 compared with 45.8% in the prior year period. The effective tax rate was higher than the federal statutory rate of 35% in the third quarter of 2006 principally due to state income taxes and the valuation allowance on certain foreign losses. In the prior year period, in addition to state taxes and the valuation allowance on certain foreign losses, the write down of a long-term investment also contributed to a higher tax rate. |
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| | Cash paid for income taxes for the nine months ended September 30, 2006 was $64 million, an increase of $59 million compared with the prior year period primarily due to IACs payment of taxes related to Expedia prior to our becoming an independent public company after which time we became responsible for our tax obligations. | ||
| | During the third quarter of 2006 we utilized substantially all of our net operating losses and expect to be a full cash taxpayer going forward. |
| | As Expedia, Inc.s reporting currency is the U.S. Dollar (USD), reported financial results are affected by the strength or weakness of the USD in comparison to the currencies of our international operations. Management believes investors may find it useful to assess our growth rates with and without the impact of foreign exchange. The estimated impact on growth rates during the third quarter from foreign exchange is as follows: |
| Three months ended | Y/Y growth rates | Impact on Y/Y growth | |||||||||||
| September 30, 2006 | excluding foreign | rates from foreign | |||||||||||
| Y/Y growth rates | exchange movements | exchange movements | |||||||||||
Gross Bookings: |
|||||||||||||
Worldwide |
8.2 | % | 6.8 | % | 1.4 | % | |||||||
International |
28.6 | % | 22.6 | % | 6.0 | % | |||||||
Revenue: |
|||||||||||||
Worldwide |
5.0 | % | 4.0 | % | 1.0 | % | |||||||
International |
30.2 | % | 19.4 | % | 10.8 | % | |||||||
Operating Income |
(39.9 | %) | (41.4 | %) | 1.4 | % | |||||||
Operating Income
Before Amortization |
(1.9 | %) | (3.1 | %) | 1.2 | % | |||||||
| | In preparing our financial statements for the third quarter of 2006, we revised the 2004 and 2005 allocation of domestic and international gross bookings and revenue to conform to our presentation of 2006 periods. There was no impact on total gross bookings and consolidated revenue as a result of these changes. The estimated impact of foreign exchange on growth rates during each of the three month periods beginning with the third quarter of 2005 is as follows: |
| WORLDWIDE | INTERNATIONAL | |||||||||||||||||||||||||
| Impact on Y/Y | Impact on Y/Y | |||||||||||||||||||||||||
| Y/Y growth rates | growth rates from | Y/Y growth rates | growth rates from | |||||||||||||||||||||||
| excluding foreign | foreign exchange | excluding foreign | foreign exchange | |||||||||||||||||||||||
| Three months ended | Y/Y growth rates | exchange movements | movements | Y/Y growth rates | exchange movements | movements | ||||||||||||||||||||
Gross Bookings: |
||||||||||||||||||||||||||
June 30, 2006 |
10.5 | % | 10.2 | % | 0.3 | % | 20.0 | % | 18.7 | % | 1.3 | % | ||||||||||||||
March 31, 2006 |
13.8 | % | 15.2 | % | (1.5 | %) | 23.1 | % | 29.6 | % | (6.5 | %) | ||||||||||||||
December 31, 2005 |
17.3 | % | 18.6 | % | (1.4 | %) | 29.1 | % | 35.5 | % | (6.4 | %) | ||||||||||||||
September 30, 2005 |
20.6 | % | 20.4 | % | 0.2 | % | 38.8 | % | 37.9 | % | 1.0 | % | ||||||||||||||
Revenue: |
||||||||||||||||||||||||||
June 30, 2006 |
7.8 | % | 7.8 | % | 0.1 | % | 24.7 | % | 23.1 | % | 1.6 | % | ||||||||||||||
March 31, 2006 |
1.8 | % | 2.7 | % | (0.8 | %) | 15.1 | % | 24.2 | % | (9.2 | %) | ||||||||||||||
December 31, 2005 |
12.7 | % | 13.8 | % | (1.1 | %) | 32.2 | % | 44.4 | % | (12.2 | %) | ||||||||||||||
September 30, 2005 |
16.1 | % | 16.7 | % | (0.7 | %) | 40.7 | % | 40.2 | % | 0.5 | % | ||||||||||||||
| | There was no year over year impact on growth rates from acquisitions. |
| | Cash, cash equivalents and current restricted cash totaled $964 million at September 30, 2006. This amount includes $18 million in restricted cash and equivalents related to merchant air revenue transactions. |
9 of 18
| | The $643 million increase in cash, cash equivalents and restricted cash for the nine months ended September 30, 2006 principally relates to the $496 million in net proceeds from our senior notes offering, $453 million in OIBA and $376 million increase in cash from net changes in operating assets and liabilities, partially offset by $295 million in treasury stock activity primarily related to our 20 million share repurchase, the $230 million repayment of our revolver balance, $68 million in capital expenditures and $64 million in cash taxes. |
| | Accounts receivable include credit card receivables generally due within two to three days from credit card agencies, as well as receivables from agency transactions, which are generally due within 30 days from our airlines, global distribution partners and hotel suppliers. |
| | Prepaid merchant bookings relate to our merchant air business and reflect prepayments to our airline partners for their portion of the gross booking, prior to the travelers dates of travel. | |
| | Prepaid expenses and other current assets are primarily composed of prepaid marketing, prepaid merchant fees, prepaid license and maintenance agreements and prepaid insurance. |
| | Long-term investments and other assets include deferred charges, collateral deposits related to our cross-currency swap agreements, investments in joint ventures and debt issuance costs. | |
| | Long-term investments and other assets increased $17 million from December 31, 2005 primarily due to higher collateral deposits on our cross-currency swap agreements, debt issuance costs related to our senior notes and an increase in value of our joint venture investment. |
| | Goodwill and intangible assets, net primarily relate to the acquisitions of Hotels.com, Expedia.com® and Hotwire.com. | |
| | $866 million of intangible assets, net relates to intangible assets with indefinite lives, which are not amortized. Our indefinite lived intangible assets relate principally to trade names and trademarks acquired in various acquisitions. | |
| | We determined that the carrying amount of our indefinite lived trade name intangible asset related to Hotwire exceeded its fair value. As a result, we recognized an impairment charge of $47 million. This impairment charge is not deductible for tax purposes. | |
| | $184 million of intangible assets, net relates to intangible assets with definite lives, which are generally amortized over a period of two to ten years. This amortization is generally not deductible for tax purposes. | |
| | Amortization expense related to definite lived intangibles was $27 million for the three months ended September 30, 2006, compared with $31 million for the prior year period. Assuming no subsequent impairment or acquisitions, we expect amortization expense for definite lived intangibles of $110 million in 2006 and $71 million in 2007. |
| | Deferred merchant bookings consist of amounts received from travelers who have not yet traveled. The payment to suppliers related to these bookings is not made until approximately one week after booking for air travel and, for all other merchant bookings, after the customers use and subsequent billing from the supplier, which billing is reflected as accounts payable, merchant on our balance sheet. Therefore, especially for merchant hotel, there is a significant period of time from the receipt of cash to supplier payment. | |
| | As long as the merchant hotel business continues to grow and our business model does not change, we expect that changes in working capital will continue to be positive. If this business declines or if the model changes, it would negatively affect our working capital. | |
| | Deferred merchant bookings generally mirror the seasonality pattern of our gross bookings. | |
| | For the nine months ended September 30, 2006, the change in deferred merchant bookings and accounts payable, merchant contributed $339 million to net cash flow provided by operating activities. |
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| | Expedia, Inc. maintains a $1 billion five-year unsecured revolving credit facility that bears interest based on our financial leverage, currently priced at LIBOR+0.625%. As of September 30, 2006 we had no balance on our revolver and were in compliance with all financial covenants under the credit facility. | ||
| | In August 2006 we completed the placement of $500 million 7.456% Senior Notes due 2018 with plans to use the net proceeds of the offering for general corporate purposes, which may include repurchase of common stock, repayment of debt, acquisitions, investments, additions to working capital, capital expenditures and advances to or investments in our subsidiaries. | ||
| | The notes are repayable in whole or in part on August 15, 2013 at the option of the note holders. We may redeem the notes at any time at our option. | ||
| | Semi-annual interest expense related to the senior notes is $18.6 million, to be paid on February 15 and August 15 of each year, beginning with February 2007. |
| | Other current liabilities principally relate to accruals for cost of service related to our call center and internet services, accruals for service, bonus, salary and wage liabilities and a reserve for occupancy taxes. | ||
| | Other current liabilities increased $22 million from December 31, 2005, due to increased accrued liabilities associated with the growth of our business, the reclass from other long-term liabilities of $6 million related to our tax-sharing agreement with Microsoft, which we expect to pay in the fourth quarter of 2006, and accrued interest expense related to our senior notes, partially offset by lower compensation accruals. |
| | In connection with IACs acquisition of Ask, we issued 4.3 million shares of Expedia, Inc. common stock into an escrow account, which shares (or cash in equal value) were due to holders of Ask convertible notes upon conversion. These shares have been included in diluted shares from the date of Spin-Off. | ||
| | During the first six months of 2006, notes were converted for 3.0 million shares, leaving 1.3 million shares of Expedia common stock (or cash in equal value) due to Ask note holders upon conversion. Subsequent to September 30, 2006, additional notes were converted for 0.5 million shares, leaving 0.8 million shares of common stock (or cash in equal value) due to Ask note holders upon conversion. | ||
| | The estimated fair value of the Ask notes and other derivatives at September 30, 2006 was $22 million, recorded as derivative liabilities on our balance sheet. | ||
| | For the three months ended September 30, 2006, we recorded a net unrealized loss of $1 million, principally related to the Ask notes, due to the increase in our share price during the third quarter. This loss is reflected as an increase in derivative liabilities, is recorded in other, net in other income on our statements of income and is excluded from both our OIBA and Adjusted Net Income calculations. | ||
| | We anticipate recording a quarterly unrealized gain or loss in future quarters related to the escrow shares as we adjust the fair value of this liability for changes in our stock price, as measured at subsequent quarter-ends compared with the prior completed quarter-end. | ||
| | The remaining $9 million of derivative liabilities at September 30, 2006 relate to cross-currency swaps, an increase of $8 million from December 31, 2005. The increase was due to the weakening of the USD compared with the Euro and rising interest rates. |
| | Other long-term liabilities principally relate to a $30 million payable to Microsoft in conjunction with our tax sharing agreement, which we expect to pay in the fourth quarter of 2007. |
| | Our minority interest relates to our minority ownership position in eLong, results for which are consolidated for all periods presented. | ||
| | During the three months ended September 30, 2006, we paid $18 million to complete the purchase of the remaining minority interest in TripAdvisor. |
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| | At November 9, 2006, we have agreements with certain vendors under which we have future minimum obligations as follows: $3.4 million for the remainder of 2006, $13.9 million for 2007, $6.2 million for 2008 and $6.2 million for 2009. These minimum obligations are less than our projected use for those periods and payments may be more than the minimum obligations based on actual use. If certain obligations are met by our counterparties, our obligations will increase. |
| | In July 2006 we repurchased 9.5 million shares of Expedia, Inc. common stock for $134 million at an average repurchase price of $14.14 per share, including transaction costs. These repurchases completed our May 2006 authorization to repurchase up to 20 million shares of common stock. | ||
| | In August 2006 our Board of Directors authorized an additional repurchase of up to 20 million common shares. There is no fixed termination date for the repurchase and we have not repurchased any shares under this subsequent authorization. |
| | There are approximately 26 million shares of Expedia® Class B common stock outstanding. Class B holders are entitled to ten votes per share when voting on matters with the holders of Expedia common and preferred stock. | ||
| | Through the common stock our Chairman and Senior Executive Barry Diller owns directly, as well as the common stock and Class B stock for which he has an irrevocable proxy, Mr. Diller has a controlling 55% voting interest in Expedia, Inc. as of October 31, 2006. |
| | As of September 30, 2006 we had 58.5 million warrants outstanding, which, if exercised in full, would entitle holders to acquire 34.6 million common shares of Expedia, Inc. for an aggregate purchase price of approximately $774 million (an average of $22 per Expedia, Inc. common share). | ||
| | 32.2 million of these warrants are privately held and expire in 2012, and 26.0 million warrants are publicly-traded and expire in 2009. There are 0.3 million miscellaneous warrants outstanding. |
| | At September 30, 2006, there were approximately 31 million stock-based awards outstanding, consisting of 24 million stock options with a $16.40 weighted average exercise price and a weighted average remaining life of 3.6 years, and 7 million RSUs. | ||
| | During the third quarter we granted 0.3 million RSUs. Year-to-date through September 30, 2006, we have granted 4.3 million RSUs to employees, including approximately 1 million performance-related grants to certain executives. | ||
| | Year-to-date through September 30, 2006 employee equity award grants net of cancellations, expirations and forfeitures are 1.9 million. |
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| | Weighted average basic, fully diluted and adjusted diluted share counts are as follows (in 000s; some numbers may not add due to rounding): |
| Quarter Ended | Quarter Ended | Quarter Ended | ||||||||||
| September 30, 2006 | December 31, 2005 | September 30, 2005 | ||||||||||
Basic |
330,359 | 339,746 | 336,409 | |||||||||
Options |
6,351 | 13,249 | 9,022 | |||||||||
Warrants |
2,288 | 5,138 | 4,872 | |||||||||
Derivative liabilities |
1,300 | 4,304 | 2,483 | |||||||||
RSUs / RSAs |
827 | 419 | 160 | |||||||||
Other |
13 | 776 | 405 | |||||||||
Fully diluted |
341,137 | 363,632 | 353,351 | |||||||||
RSUs / RSAs, Adjusted Net Income method |
6,761 | 4,648 | 4,814 | |||||||||
Adjusted diluted |
347,898 | 368,279 | 358,165 | |||||||||
| | The decreases in basic, fully diluted and adjusted diluted shares since December 31, 2005 primarily relate to our 20 million share repurchase completed in July 2006. |
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| | The following metrics are intended as a supplement to the financial statements found in this press release and in our filings with the SEC. In the event of discrepancies between amounts in these tables and our historical financial statements, readers should rely on our filings with the SEC and financial statements in our releases. | |
| | As our business evolves and as we integrate our operations, we intend to periodically review and refine the definition, methodology and appropriateness of each of our supplemental metrics. As a result, these metrics are subject to removal and/or change, and such changes could be material. | |
| | Expedia gross bookings constitute bookings from all Expedia-branded properties, including our international sites and our worldwide Expedia® Corporate Travel businesses. Other gross bookings constitute bookings from all brands other than Expedia-branded properties and Hotels.com and its international points of presence. | |
| | 100% of TripAdvisor revenue is included in Domestic revenue. | |
| | Metrics, with the exception of revenue items, include 100% of the results of an unconsolidated joint-venture of which we own approximately 49.9%. | |
| | These metrics do not include adjustments for one-time items, acquisitions, foreign exchange or other adjustments. | |
| | Some numbers may not add due to rounding. |
| 2004 | 2005 | 2006 | Y/Y | ||||||||||||||||||||||||||||||||||||||||||
| Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Growth | ||||||||||||||||||||||||||||||||||||
Gross Bookings by Geography |
|||||||||||||||||||||||||||||||||||||||||||||
Domestic * |
$ | 2,613 | $ | 2,282 | $ | 3,160 | $ | 3,208 | $ | 3,031 | $ | 2,604 | $ | 3,508 | $ | 3,455 | $ | 3,095 | 2 | % | |||||||||||||||||||||||||
International * |
653 | 613 | 926 | 924 | 907 | 791 | 1,140 | 1,109 | 1,166 | 29 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 3,266 | $ | 2,895 | $ | 4,086 | $ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | $ | 4,261 | 8 | % | |||||||||||||||||||||||||
Revenue by Geography |
|||||||||||||||||||||||||||||||||||||||||||||
Domestic * |
$ | 406 | $ | 340 | $ | 378 | $ | 430 | $ | 447 | $ | 364 | $ | 371 | $ | 443 | $ | 434 | -3 | % | |||||||||||||||||||||||||
International * |
98 | 99 | 107 | 125 | 138 | 130 | 123 | 156 | 180 | 30 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 504 | $ | 439 | $ | 485 | $ | 555 | $ | 585 | $ | 495 | $ | 494 | $ | 598 | 614 | $ | 5 | % | |||||||||||||||||||||||||
Gross Bookings by Brand |
|||||||||||||||||||||||||||||||||||||||||||||
Expedia |
$ | 2,525 | $ | 2,310 | $ | 3,252 | $ | 3,191 | $ | 3,048 | $ | 2,679 | $ | 3,680 | $ | 3,590 | $ | 3,343 | 10 | % | |||||||||||||||||||||||||
Hotels.com |
461 | 351 | 483 | 497 | 502 | 407 | 582 | 621 | 600 | 19 | % | ||||||||||||||||||||||||||||||||||
Other |
280 | 234 | 352 | 445 | 387 | 309 | 386 | 354 | 318 | -18 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 3,266 | $ | 2,895 | $ | 4,086 | $ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | $ | 4,261 | 8 | % | |||||||||||||||||||||||||
Gross Bookings by Agency/Merchant |
|||||||||||||||||||||||||||||||||||||||||||||
Agency |
$ | 1,875 | $ | 1,760 | $ | 2,386 | $ | 2,421 | $ | 2,297 | $ | 2,082 | $ | 2,695 | $ | 2,728 | $ | 2,473 | 8 | % | |||||||||||||||||||||||||
Merchant |
1,391 | 1,135 | 1,700 | 1,712 | 1,640 | 1,314 | 1,953 | 1,837 | 1,788 | 9 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 3,266 | $ | 2,895 | $ | 4,086 | $ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | $ | 4,261 | 8 | % | |||||||||||||||||||||||||
Packages Revenue |
$ | 109 | $ | 94 | $ | 114 | $ | 124 | $ | 128 | $ | 106 | $ | 114 | $ | 131 | $ | 125 | -2 | % | |||||||||||||||||||||||||
Number of Transactions |
9.2 | 6.7 | 9.6 | 10.1 | 10.4 | 8.7 | 10.8 | 10.6 | 10.4 | 0 | % | ||||||||||||||||||||||||||||||||||
Merchant Hotel Room Nights |
9.1 | 4.7 | 7.3 | 8.8 | 10.2 | 8.3 | 8.1 | 10.1 | 11.1 | 9 | % | ||||||||||||||||||||||||||||||||||
| * | 2004 and 2005 amounts have been revised, primarily to reflect adjusted gross bookings and revenue allocations for certain points of sale to conform to our presentation of 2006 periods. There was no impact on total gross bookings and consolidated revenue as a result of these changes. |
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| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (in thousands) | ||||||||||||||||
OIBA |
$ | 180,011 | $ | 183,524 | $ | 452,774 | $ | 494,501 | ||||||||
Amortization of intangible assets |
(26,569 | ) | (30,756 | ) | (86,860 | ) | (94,204 | ) | ||||||||
Impairment of intangible asset |
(47,000 | ) | | (47,000 | ) | | ||||||||||
Stock-based compensation |
(16,439 | ) | 1,009 | (57,547 | ) | (79,899 | ) | |||||||||
Amortization of non-cash distribution and marketing |
(711 | ) | (5,138 | ) | (9,578 | ) | (9,055 | ) | ||||||||
Operating income |
89,292 | 148,639 | 251,789 | 311,343 | ||||||||||||
Interest income, net |
4,840 | 17,968 | 13,102 | 47,479 | ||||||||||||
Write-off of long-term investment |
| (23,426 | ) | | (23,426 | ) | ||||||||||
Other, net |
2,926 | 7,379 | 17,049 | 11,889 | ||||||||||||
Provision for income taxes |
(37,707 | ) | (69,026 | ) | (103,523 | ) | (143,895 | ) | ||||||||
Minority interest in (earnings) losses of
consolidated subsidiaries, net |
(374 | ) | 501 | (623 | ) | 106 | ||||||||||
Net income |
$ | 58,977 | $ | 82,035 | $ | 177,794 | $ | 203,496 | ||||||||
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| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
Net income |
$ | 58,977 | $ | 82,035 | $ | 177,794 | $ | 203,496 | ||||||||
Amortization of intangible assets |
26,569 | 30,756 | 86,860 | 94,204 | ||||||||||||
Impairment of intangible asset |
47,000 | | 47,000 | | ||||||||||||
Stock-based compensation |
16,439 | (1,009 | ) | 57,547 | 79,899 | |||||||||||
Amortization of non-cash distribution and marketing |
711 | 5,138 | 9,578 | 9,055 | ||||||||||||
Write-off of long-term investment |
| 23,426 | | 23,426 | ||||||||||||
Unrealized loss (gain) on derivative instruments, net |
603 | (12,000 | ) | (11,609 | ) | (12,000 | ) | |||||||||
Minority interest |
(185 | ) | (535 | ) | (720 | ) | (1,448 | ) | ||||||||
Provision for income taxes |
(32,930 | ) | (863 | ) | (74,068 | ) | (53,643 | ) | ||||||||
Adjusted net income |
$ | 117,184 | $ | 126,948 | $ | 292,383 | $ | 342,989 | ||||||||
GAAP diluted weighted average shares outstanding |
341,137 | 353,351 | 355,075 | 344,819 | ||||||||||||
Additional restricted stock units |
6,761 | 4,814 | 6,303 | 1,605 | ||||||||||||
Adjusted weighted average shares outstanding |
347,898 | 358,165 | 361,378 | 346,424 | ||||||||||||
Diluted earnings per share |
$ | 0.17 | $ | 0.23 | $ | 0.50 | $ | 0.59 | ||||||||
Adjusted earnings per share |
$ | 0.34 | $ | 0.35 | $ | 0.81 | $ | 0.99 | ||||||||
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2006 | 2005 | |||||||
| (in thousands) | ||||||||
Net cash provided by operating activities |
$ | 746,842 | $ | 943,653 | ||||
Less: capital expenditures |
(67,580 | ) | (40,859 | ) | ||||
Free cash flow |
$ | 679,262 | $ | 902,794 | ||||
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Contacts |
||
Investor Relations (425) 679-3555 ir@expedia.com |
Communications (425) 679-4317 press@expedia.com |
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