| Delaware | 000-51447 | 20-2705720 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification Number) |
|
3150 139th Avenue S.E., Bellevue, Washington
(Address of Principal Executive Offices) |
98005
(Zip Code) |
| Registrants telephone number, including area code: | (425) 679-7200 |
| 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)) |
EXPEDIA, INC.
Date: August 10, 2006
By:
/s/ Michael B. Adler
Name:
Michael B. Adler
Title:
Chief Financial Officer
| 3 Months | 3 Months | Y / Y | ||||||||||
| Measure | Ended 6.30.06 | Ended 6.30.05 | Change | |||||||||
|
Gross bookings
|
$ | 4,564.8 | $ | 4,132.7 | 10 | % | ||||||
|
Revenue
|
598.5 | 555.0 | 8 | % | ||||||||
|
Revenue / gross bookings
|
13.1 | % | 13.4 | % | (32 bps) | |||||||
|
Gross profit
|
470.0 | 425.5 | 10 | % | ||||||||
|
Operating income before
amortization *
|
184.2 | 174.3 | 6 | % | ||||||||
|
Operating income
|
136.3 | 96.4 | 41 | % | ||||||||
|
Adjusted net income *
|
118.2 | 123.1 | (4 | %) | ||||||||
|
Adjusted EPS *
|
$ | 0.32 | $ | 0.36 | (11 | %) | ||||||
|
Net income
|
95.5 | 73.4 | 30 | % | ||||||||
|
Diluted EPS
|
$ | 0.27 | $ | 0.22 | 23 | % | ||||||
|
Free cash flow *
|
248.1 | 272.4 | (9 | %) | ||||||||
1 of 16
| | Expedia, Inc.s international points of sale in Canada, the United Kingdom, Germany, France, Italy, the Netherlands, China, Australia and other countries accounted for 24% of gross bookings and 26% of revenue in the second quarter, up from 22% of gross bookings and 21% of revenue in the prior year period. | ||
| | eLong, Inc . (NASDAQ : LONG), a leading online travel company in China in which Expedia has a controlling interest, reached operating profitability during the second quarter. |
| | Expedia.com was awarded the Brandweek Customer Loyalty Award in travel for the seventh year in-a-row, recognizing the brands commitment to anticipating and exceeding customer expectations. | ||
| | TripAdvisor , the largest travel community in the world, grew its traveler reviews and opinions 150% to over 5 million from June 2005. In addition, the Company launched goLists (http://www.tripadvisor.com/golists), enabling worldwide travelers to publish lists of their favorite destinations, attractions, activities, hotels and |
2 of 16
| restaurants. TripAdvisor was awarded two Webby Peoples Voice Awards for the best site in the Travel and Community categories, recognizing the Companys continuous innovation and content growth. |
| | Hotels.com ® continued its re-branding success, growing worldwide gross bookings 25% in the second quarter, its sixth straight quarter of accelerating bookings growth. | ||
| | Expedia ® Corporate Travel (ECT) grew its worldwide gross bookings 47%, again exceeding $250 million for the quarter. ECT also launched its most recent suite of upgraded functionality and announced the fall launch in Germany of its sixth international presence. |
| | Expedia travelers have created over 150,000 qualified reviews of hotel stays covering over 18,000 worldwide properties since the feature launched in early 2005. | ||
| | Expedia.com debuted Expedia ® Fare Alert and the Gas Station Locator . Fare Alert is a desktop application that automatically alerts travelers to worldwide airfares and vacation packages within a user-specified price range. Gas Station Locator helps travelers locate gas stations with the least expensive gas nearest their drop-off location. | ||
| | Expedia.com introduced an exclusive 1-800 number to its most frequent travelers , offering them personalized 24x7 customer service, as well as no change or cancel fees on transactions processed through the 1-800 number. | ||
| | Hotels.com, the experts in booking hotels online, announced the availability of rooms and rates for more than 70,000 hotels, vacation rentals and bed & breakfasts on Sprint Vision phones, marking the first time travelers can access and book hotels.com online travel site offerings via mobile phones . | ||
| | Hotwire ® introduced its Travel Ticker service, notifying price conscious travelers of carefully selected, insider deals for upcoming travel from a trusted source. Travel Ticker deals include hotel rooms, airfares, rental cars and packages, available via a bi-weekly newsletter and at www.travelticker.hotwire.com. | ||
| | Expedia.com and Conde Nast announced a long-term strategic relationship whereby Expedia will serve as the exclusive booking engine for Conde Nasts Concierge.com. Expedia customers will benefit from travel content and tools licensed exclusively by Conde Nast, including custom destination guides, customized travel content, annual Conde Nast Traveler awards and lists, and a special monthly Conde Nast Traveler magazine preview. |
| | Expedia, Inc. and Continental Airlines announced a five-year strategic partnership under which Continentals full range of products and services will be marketed through Expedia.com and its affiliate sites. | ||
| | Expedia, Inc.s worldwide points of sale have begun flowing airline travel segments to Amadeus and Sabre , diversifying the Companys Global Distribution Service (GDS) provider base, and leveraging the incremental content and pricing that these providers offer. | ||
| | Expedia and Accor Hotels announced a strategic partnership with Accors Sofitel -branded properties, adding more than 200 hotels throughout Europe, the Middle East and Africa to Expedias merchant hotel program, and providing for the implementation of direct connect technology. |
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| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
|
Revenue
|
$ | 598,458 | $ | 555,007 | $ | 1,092,356 | $ | 1,040,053 | ||||||||
|
Cost of revenue (1)
|
128,449 | 129,484 | 247,763 | 243,587 | ||||||||||||
|
|
||||||||||||||||
|
Gross profit
|
470,009 | 425,523 | 844,593 | 796,466 | ||||||||||||
|
|
||||||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Selling and marketing (1)
|
198,666 | 192,613 | 399,692 | 372,203 | ||||||||||||
|
General and administrative (1)
|
71,053 | 66,111 | 144,414 | 123,050 | ||||||||||||
|
Technology and content (1)
|
33,288 | 35,152 | 68,832 | 71,144 | ||||||||||||
|
Amortization of intangible assets
|
30,120 | 31,783 | 60,291 | 63,448 | ||||||||||||
|
Amortization of non-cash distribution and marketing
|
627 | 3,485 | 8,867 | 3,917 | ||||||||||||
|
|
||||||||||||||||
|
Operating income
|
136,255 | 96,379 | 162,497 | 162,704 | ||||||||||||
|
|
||||||||||||||||
|
Other income:
|
||||||||||||||||
|
Interest income, net:
|
||||||||||||||||
|
Interest income from IAC/InterActiveCorp
|
| 17,105 | | 24,773 | ||||||||||||
|
Other interest income, net
|
6,559 | 2,607 | 8,262 | 4,738 | ||||||||||||
|
Other, net
|
10,466 | 3,476 | 14,123 | 4,510 | ||||||||||||
|
|
||||||||||||||||
|
Total other income, net
|
17,025 | 23,188 | 22,385 | 34,021 | ||||||||||||
|
|
||||||||||||||||
|
Income before income taxes and minority interest
|
153,280 | 119,567 | 184,882 | 196,725 | ||||||||||||
|
Provision for income taxes
|
(56,158 | ) | (45,484 | ) | (65,816 | ) | (74,869 | ) | ||||||||
|
Minority interest in earnings of consolidated subsidiaries, net
|
(1,640 | ) | (651 | ) | (249 | ) | (395 | ) | ||||||||
|
|
||||||||||||||||
|
Net income
|
$ | 95,482 | $ | 73,432 | $ | 118,817 | $ | 121,461 | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Net earnings per share available to common stockholders:
|
||||||||||||||||
|
Basic
|
$ | 0.28 | $ | 0.22 | $ | 0.34 | $ | 0.36 | ||||||||
|
Diluted
|
0.27 | 0.22 | 0.33 | 0.36 | ||||||||||||
|
|
||||||||||||||||
|
Shares used in computing earnings per share:
|
||||||||||||||||
|
Basic
|
346,014 | 335,540 | 345,896 | 335,540 | ||||||||||||
|
Diluted
|
359,090 | 340,549 | 362,130 | 340,549 | ||||||||||||
4 of 16
5 of 16
| Six months ended | ||||||||
| June 30, | ||||||||
| 2006 | 2005 | |||||||
|
Operating activities:
|
||||||||
|
Net income
|
$ | 118,817 | $ | 121,461 | ||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation
|
22,673 | 23,505 | ||||||
|
Amortization of intangible assets, non-cash distribution and marketing,
and stock-based compensation
|
110,266 | 148,273 | ||||||
|
Deferred income taxes
|
(5,595 | ) | 23,086 | |||||
|
Unrealized gain on derivative instruments, net
|
(12,212 | ) | | |||||
|
Equity in (earnings) losses of unconsolidated affiliates
|
(586 | ) | 795 | |||||
|
Minority interest in earnings of consolidated subsidiaries, net
|
249 | 395 | ||||||
|
Other
|
479 | | ||||||
|
Changes in operating assets and liabilities, net of effects from acquisitions:
|
||||||||
|
Accounts and notes receivable
|
(26,514 | ) | (48,605 | ) | ||||
|
Prepaid merchant bookings and prepaid expenses
|
(51,314 | ) | (60,230 | ) | ||||
|
Accounts payable, trade and other current liabilities
|
50,854 | 60,634 | ||||||
|
Accounts payable, merchant
|
91,263 | 123,142 | ||||||
|
Deferred merchant bookings
|
418,720 | 388,907 | ||||||
|
Deferred revenue
|
5,503 | 2,121 | ||||||
|
Other, net
|
| (34 | ) | |||||
|
|
||||||||
|
Net cash provided by operating activities
|
722,603 | 783,450 | ||||||
|
|
||||||||
|
Investing activities:
|
||||||||
|
Acquisitions, net of cash acquired
|
(4,891 | ) | 13,579 | |||||
|
Capital expenditures
|
(34,029 | ) | (26,010 | ) | ||||
|
Proceeds from sale of marketable securities
|
| 1,000 | ||||||
|
Increase in long-term investments and deposits
|
(1,632 | ) | (2,393 | ) | ||||
|
Transfers to IAC/InterActiveCorp, net
|
| (560,768 | ) | |||||
|
Other, net
|
| 161 | ||||||
|
|
||||||||
|
Net cash used in investing activities
|
(40,552 | ) | (574,431 | ) | ||||
|
|
||||||||
|
Financing activities:
|
||||||||
|
Repayment of short-term borrowings
|
(230,668 | ) | | |||||
|
Changes in restricted cash and cash equivalents
|
(4,479 | ) | (32,595 | ) | ||||
|
Proceeds from exercise of equity awards
|
23,938 | 555 | ||||||
|
Excess tax benefit on equity awards
|
781 | | ||||||
|
Treasury stock activity
|
(127,195 | ) | | |||||
|
Contributions from IAC/InterActiveCorp, net
|
| 5,769 | ||||||
|
Other, net
|
| 5,360 | ||||||
|
|
||||||||
|
Net cash used in financing activities
|
(337,623 | ) | (20,911 | ) | ||||
|
Effect of exchange rate changes on cash and cash equivalents
|
1,497 | (907 | ) | |||||
|
|
||||||||
|
Net increase in cash and cash equivalents
|
345,925 | 187,201 | ||||||
|
Cash and cash equivalents at beginning of period
|
297,416 | 141,668 | ||||||
|
|
||||||||
|
Cash and cash equivalents at end of period
|
$ | 643,341 | $ | 328,869 | ||||
|
|
||||||||
|
|
||||||||
|
Supplemental Cash Flow Information
|
||||||||
|
Cash paid for interest
|
$ | 2,700 | $ | | ||||
|
Income tax payments, net
|
33,055 | 3,746 | ||||||
6 of 16
| | 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 gross bookings were 60% of total bookings for the three months ended June 30, 2006, and 59% for the prior year period. Agency mix increased during the quarter primarily due to a 13% increase in average airfares associated with our airline bookings, which constitute the bulk of overall agency bookings, as well as a significant decline in our merchant air gross bookings. |
| | Cost of revenue primarily consists of: (1) credit card merchant fees; (2) costs of our data and call centers; (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 21.5% of revenue for the three months ended June 30, 2006 and 23.3% for the prior year period. The decrease was primarily due to lower stock-based compensation related to cost of revenue and a lower mix of destination service revenue. Cost of revenue excluding stock-based compensation was 21.2% of revenue for the three months ended June 30, 2006, and 22.4% for the prior year period. The decrease was due in part to a lower mix of destination service revenue. | ||
| | Cost of revenue included depreciation expense of $2 million for the three months ended June 30, 2006, and $3 million for the comparable 2005 period. |
| | Operating expenses as a percentage of revenue for the three months ended June 30, 2006 and 2005 were as follows (please note stock-based compensation expense has been excluded from calculation and discussions which follow; some numbers may not add due to rounding) : |
| 2006 | 2005 | Change | ||||||||||
|
Selling and marketing
|
32.6 | % | 33.4 | % | (0.8 | %) | ||||||
|
General and administrative
|
10.4 | % | 8.1 | % | 2.3 | % | ||||||
|
Technology and content
|
5.0 | % | 4.7 | % | 0.3 | % | ||||||
|
|
||||||||||||
|
Total
|
48.0 | % | 46.2 | % | 1.8 | % | ||||||
| | Operating expenses include depreciation expense of $10 million and $9 million for the three months ended June 30, 2006 and 2005, respectively. |
| | 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 21% of the second quarter 2006 expense relates to personnel costs, including our PSG staff, marketing teams and destination services desk personnel, compared with 18% for the prior year period. | ||
| | The 0.8% year-over-year decrease in selling and marketing expense as a percentage of revenue was largely due to reduced broad-based television advertising spend at our North American points of sale and a shift of marketing spend from the second quarter to the third quarter at our European points of sale in part due to timing of the World Cup. These decreases as a percentage of revenue were partially offset by increased headcount expense, including headcount associated with PSG. | ||
| | 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, costs associated with our tenth-year anniversary promotions and increased fixed personnel costs versus 2005. |
7 of 16
| | 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 2.3% year-over-year increase in general and administrative expense as a percentage of revenue was due to increased legal costs as well as growth in our executive, support and external staff to support our becoming a public company in August 2005. | ||
| | General and administrative expense amounts should generally flatten in the second half of 2006, but increase as a percentage of revenue for full year 2006 versus 2005 due to the incremental costs as a stand-alone public company, and increased legal costs. |
| | Technology and content expense includes product development expenses such as payroll and related expenses for localization, and depreciation of website development costs. | ||
| | The 0.3% 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 our increased site innovation. | ||
| | Given the increasing complexity of our business, geographic expansion, initiatives in corporate travel, increased supplier integration, service-oriented architecture improvements and other initiatives, we expect absolute amounts spent in technology and content to increase over time, and to increase as a percentage of revenue for full year 2006 to support our technology platform, data warehouse and other initiatives. | ||
| | The $8 million increase in capital expenditures for the quarter ended June 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 periods between four and five years. | ||
| | Stock-based compensation expense for the three months ended June 30, 2006 was $17 million, consisting of $11 million in stock options expense and $6 million in expense related to RSUs and other equity compensation. Stock-based compensation decreased $25 million from the prior year amount due primarily to the completed vesting of some high value options, and to a lesser extent due 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 in full-year 2006 will be less than $100 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 six months ended June 30, 2006. |
| | The reduction in net interest income from the prior year period relates to the extinguishment in the Spin-Off of Receivables from IAC. We expect that interest income will decline substantially again in the third quarter of 2006 versus 2005 due to the extinguishment of the receivable and cash used for stock repurchases. |
| | The effective tax rate on pre-tax adjusted income was 37.9% for the three months ended June 30, 2006 compared with 37.0% 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. | ||
| | The effective tax rate on GAAP pre-tax income was 36.6% for the three months ended June 30, 2006 compared with 38.0% in the prior year period. The effective tax rate was higher than the federal statutory rate of 35% in both periods principally due to state income taxes, partially offset in the 2006 period by the disallowance for tax purposes of the mark-to-market net gain related to our derivative instrument. |
8 of 16
| | Cash paid for income taxes for the six months ended June 30, 2006 was $33 million, an increase of $29 million compared with the prior year period due primarily to IACs payment of taxes related to Expedia during the pre-spin period. |
| | As Expedia, Inc.s reporting currency is the U.S. Dollar (USD), reported financial results are affected by the strength or weakness in 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 during the second quarter from foreign exchange was as follows: |
| Impact on Y/Y | ||||||||||||||
| Three months ended | Y/Y growth rates | growth rates from | ||||||||||||
| June 30, 2006 Y/Y | excluding foreign | foreign exchange | ||||||||||||
| growth rates | exchange movements | movements | ||||||||||||
|
Gross Bookings
|
10.5 | % | 10.2 | % | 0.3 | % | ||||||||
|
Revenue
|
7.8 | % | 7.8 | % | 0.0 | % | ||||||||
|
Operating Income
|
41.4 | % | 41.6 | % | (0.2 | %) | ||||||||
|
Operating
Income Before Amortization
|
5.7 | % | 5.8 | % | (0.1 | %) | ||||||||
| | Cash, cash equivalents and current restricted cash totaled $664 million at June 30, 2006. This amount includes $21 million in restricted cash and equivalents, which relates to merchant air revenue transactions. | ||
| | The $346 million increase in cash and cash equivalents for the six months ended June 30, 2006 principally relates to the $489 million increase in cash from net changes in working capital and $184 million in OIBA, partially offset by the $230 million repayment of our revolver and $127 million of treasury stock activity, primarily related to common stock repurchased and settled in cash by quarter-end. |
| | 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 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. |
| | Goodwill and Intangible Assets, net primarily relate to the acquisitions of Hotels.com, Expedia.com and Hotwire.com. | ||
| | $913 million of Intangible Assets, net relates to intangible assets with indefinite lives, which are not amortized. | ||
| | $204 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 life intangibles was $30 million for the three months ended June 30, 2006, compared with $32 million for the prior year period. Assuming no subsequent impairment or acquisitions, we expect amortization expense for definite life 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 |
9 of 16
| 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 six months ended June 30, 2006, the change in deferred merchant bookings and accounts payable, merchant contributed $510 million to net cash flow provided by operating activities. |
| | Expedia, Inc. maintains a $1 billion five-year unsecured revolving credit facility that bears interest based on our financial leverage, currently priced at LIBOR+0.50%. As of June 30, 2006 we had no balance on our revolver. | ||
| | There was approximately $0.5 million of expenses associated with the facility for the quarter. This amount is classified in other interest income, net on our statements of income. |
| | 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 from December 31, 2005, due primarily to $33 million in unsettled stock repurchases, and $13 million in payables related to our purchasing a portion of the minority interest in TripAdvisor. |
| | In connection with IACs acquisition of Ask Jeeves (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 half of 2006 notes were converted for 3.0 million shares at a fair value of $72 million, leaving 1.3 million shares of Expedia 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 June 30, 2006 was $21 million, recorded as derivative liabilities on our balance sheet. | ||
| | For the three months ended June 30, 2006, we recorded a net unrealized gain of $8 million, principally related to the Ask notes, due to the decrease in our share price during the second quarter. This gain is reflected as a decrease in the liability, and is recorded in other, net in other income on our statements of income, and is excluded from 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. Assuming no further conversion, every $1 change in our stock price as measured at subsequent quarter-ends compared with the prior completed quarter-end, would generate approximately $1.3 million in unrealized gain or loss for that period. | ||
| | Approximately $13 million of derivative liabilities at June 30, 2006 relate to cross-currency swaps, an increase of $12 million from December 31, 2005. The increase was due to weakening of the USD compared with the Euro, and rising interest rates. |
| | At June 30, 2006, our minority interest relates principally to minority ownership positions in eLong and TripAdvisor, results for which are consolidated for all periods presented. | ||
| | During the three months ended June 30, 2006 we acquired the minority interest associated with ECT Europe for approximately $6 million. $3 million was paid during the quarter, and the remaining $3 million will be paid in 2007 and 2008. | ||
| | In June, 2006 we incurred an obligation to purchase a portion of the minority interest in TripAdvisor for $13 million. Subsequent to June 30, 2006 we agreed to purchase the remaining minority interest in TripAdvisor for approximately $5 million, and paid both amounts. |
| | During the three months ended June 30, 2006 we repurchased 10.5 million shares of Expedia, Inc. common stock for $154 million, an average repurchase price of $14.66 per share including transaction costs. Subsequent to quarter-end, we repurchased an additional 9.5 million shares for $134 million, representing an average repurchase |
10 of 16
| price of $14.14 per share including transaction costs. These repurchases completed the Companys May 2006 authorization to repurchase up to 20 million shares of common stock. | |||
| | In early August, the Companys Board of Directors authorized an additional repurchase of up to 20 million common shares. |
| | 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 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 July 31, 2006. |
| | As of June 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 June 30, 2006, there were approximately 32.5 million stock-based awards outstanding, primarily consisting of 24.8 million stock options with a $16.25 weighted average exercise price and a weighted average remaining life of 3.8 years, and 7.7 million RSUs. | ||
| | During the second quarter we granted 0.4 million RSUs, primarily to new hires. Year-to-date through June 30, 2006, we have granted 4 million RSUs to employees, including approximately 1 million performance-related grants to certain executives. | ||
| | Year-to-date through June 30, 2006 employee equity award grants net of cancellations, expirations and forfeitures are 2.6 million. |
| | Fully-diluted share counts for Earnings per share and Adjusted earnings per share calculations include equity awards as follows (some numbers may not add due to rounding) : |
| Quarter Ended | Quarter Ended | Quarter Ended | ||||||||||
| June 30, 2006 | December 31, 2005 | June 30, 2005 | ||||||||||
|
Basic shares outstanding
|
346,014 | 339,746 | 335,540 | |||||||||
|
Options
|
7,330 | 13,249 | | |||||||||
|
Warrants
|
3,189 | 5,138 | 5,009 | |||||||||
|
Derivative liabilities
|
1,669 | 4,304 | | |||||||||
|
RSUs / RSAs
|
869 | 419 | | |||||||||
|
Other
|
19 | 776 | | |||||||||
|
Fully-diluted shares outstanding
|
359,090 | 363,632 | 340,549 | |||||||||
|
RSUs / RSAs, Adjusted Net Income method
|
7,093 | 4,648 | | |||||||||
|
Adjusted diluted shares
|
366,183 | 368,279 | 340,549 | |||||||||
| | For the June 30, 2005 period we have included the dilutive effect of certain warrants since the terms of the stock warrant agreements obligated us, as of the Spin-Off, to issue underlying common stock. We did not have such obligations for options and other potentially dilutive securities prior to the Spin-Off. |
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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. | ||
| | 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 | ||||||||||||||||||||||||||||||||||||||||||
| Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Growth | ||||||||||||||||||||||||||||||||||||
|
Gross Bookings by Geography
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Domestic
|
$ | 2,753 | $ | 2,630 | $ | 2,301 | $ | 3,184 | $ | 3,224 | $ | 3,051 | $ | 2,614 | $ | 3,508 | $ | 3,455 | 7 | % | |||||||||||||||||||||||||
|
International
|
526 | 636 | 594 | 902 | 909 | 887 | 781 | 1,140 | 1,109 | 22 | % | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
$ | 3,279 | $ | 3,266 | $ | 2,895 | $ | 4,086 | $ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | 10 | % | |||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Net Revenue by Geography
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Domestic
|
$ | 415 | $ | 414 | $ | 350 | $ | 386 | $ | 440 | $ | 457 | $ | 379 | $ | 371 | $ | 443 | 1 | % | |||||||||||||||||||||||||
|
International
|
72 | 89 | 89 | 99 | 115 | 128 | 115 | 123 | 156 | 35 | % | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
$ | 487 | $ | 504 | $ | 439 | $ | 485 | $ | 555 | $ | 585 | $ | 495 | $ | 494 | $ | 598 | 8 | % | |||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Gross Bookings by Brand
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Expedia
|
$ | 2,505 | $ | 2,525 | $ | 2,310 | $ | 3,252 | $ | 3,191 | $ | 3,048 | $ | 2,679 | $ | 3,680 | $ | 3,590 | 13 | % | |||||||||||||||||||||||||
|
Hotels.com
|
470 | 461 | 351 | 483 | 497 | 502 | 407 | 582 | 621 | 25 | % | ||||||||||||||||||||||||||||||||||
|
Other
|
304 | 280 | 234 | 352 | 445 | 387 | 309 | 386 | 354 | -20 | % | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
$ | 3,279 | $ | 3,266 | $ | 2,895 | $ | 4,086 | $ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | 10 | % | |||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Gross Bookings by Agency/Merchant
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Agency
|
$ | 1,888 | $ | 1,875 | $ | 1,760 | $ | 2,386 | $ | 2,421 | $ | 2,297 | $ | 2,082 | $ | 2,695 | $ | 2,728 | 13 | % | |||||||||||||||||||||||||
|
Merchant
|
1,392 | 1,391 | 1,135 | 1,700 | 1,712 | 1,640 | 1,314 | 1,953 | 1,837 | 7 | % | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
$ | 3,279 | $ | 3,266 | $ | 2,895 | $ | 4,086 | $ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | 10 | % | |||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
Packages Revenue
|
$ | 107 | $ | 109 | $ | 94 | $ | 114 | $ | 124 | $ | 128 | $ | 106 | $ | 114 | $ | 131 | 5 | % | |||||||||||||||||||||||||
|
Number of Transactions
|
8.5 | 9.2 | 7.6 | 9.6 | 10.1 | 10.4 | 8.7 | 10.8 | 10.6 | 5 | % | ||||||||||||||||||||||||||||||||||
|
Merchant hotel room nights
|
8.3 | 9.1 | 7.4 | 7.3 | 8.8 | 10.2 | 8.3 | 8.1 | 10.1 | 15 | % | ||||||||||||||||||||||||||||||||||
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| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (in thousands) | ||||||||||||||||
|
|
||||||||||||||||
|
OIBA
|
$ | 184,223 | $ | 174,255 | $ | 272,763 | $ | 310,977 | ||||||||
|
Amortization of intangible assets
|
(30,120 | ) | (31,783 | ) | (60,291 | ) | (63,448 | ) | ||||||||
|
Stock-based compensation
|
(17,221 | ) | (42,608 | ) | (41,108 | ) | (80,908 | ) | ||||||||
|
Amortization of non-cash distribution and marketing
|
(627 | ) | (3,485 | ) | (8,867 | ) | (3,917 | ) | ||||||||
|
|
||||||||||||||||
|
Operating income
|
136,255 | 96,379 | 162,497 | 162,704 | ||||||||||||
|
|
||||||||||||||||
|
Interest income, net
|
6,559 | 19,712 | 8,262 | 29,511 | ||||||||||||
|
Other, net
|
10,466 | 3,476 | 14,123 | 4,510 | ||||||||||||
|
Provision for income taxes
|
(56,158 | ) | (45,484 | ) | (65,816 | ) | (74,869 | ) | ||||||||
|
Minority interest in earnings of consolidated subsidiaries
|
(1,640 | ) | (651 | ) | (249 | ) | (395 | ) | ||||||||
|
|
||||||||||||||||
|
Net income
|
$ | 95,482 | $ | 73,432 | $ | 118,817 | $ | 121,461 | ||||||||
|
|
||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
|
|
||||||||||||||||
|
Net income
|
$ | 95,482 | $ | 73,432 | $ | 118,817 | $ | 121,461 | ||||||||
|
Amortization of intangible assets
|
30,120 | 31,783 | 60,291 | 63,448 | ||||||||||||
|
Stock-based compensation
|
17,221 | 42,608 | 41,108 | 80,908 | ||||||||||||
|
Amortization of non-cash distribution and marketing
|
627 | 3,485 | 8,867 | 3,917 | ||||||||||||
|
Unrealized gain on derivative instruments, net
|
(7,912 | ) | | (12,212 | ) | | ||||||||||
|
Minority interest
|
(214 | ) | (652 | ) | (535 | ) | (913 | ) | ||||||||
|
Provision for income taxes
|
(17,143 | ) | (27,570 | ) | (41,138 | ) | (52,780 | ) | ||||||||
|
|
||||||||||||||||
|
Adjusted net income
|
$ | 118,181 | $ | 123,086 | $ | 175,198 | $ | 216,041 | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
GAAP diluted weighted average shares outstanding
|
359,090 | 340,549 | 362,130 | 340,549 | ||||||||||||
|
Additional restricted stock units
|
7,093 | | 6,073 | | ||||||||||||
|
|
||||||||||||||||
|
Adjusted weighted average shares outstanding
|
366,183 | 340,549 | 368,203 | 340,549 | ||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Diluted earnings per share
|
$ | 0.27 | $ | 0.22 | $ | 0.33 | $ | 0.36 | ||||||||
|
|
||||||||||||||||
|
Adjusted earnings per share
|
$ | 0.32 | $ | 0.36 | $ | 0.48 | $ | 0.63 | ||||||||
|
|
||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (in thousands) | ||||||||||||||||
|
|
||||||||||||||||
|
Net cash provided by operating activities
|
$ | 269,049 | $ | 285,761 | $ | 722,603 | $ | 783,450 | ||||||||
|
Less: capital expenditures
|
(20,991 | ) | (13,389 | ) | (34,029 | ) | (26,010 | ) | ||||||||
|
|
||||||||||||||||
|
Free cash flow
|
$ | 248,058 | $ | 272,372 | $ | 688,574 | $ | 757,440 | ||||||||
|
|
||||||||||||||||
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|
Investor Relations
|
Communications | |
|
Stu Haas
|
Wendy Grover | |
|
(425) 679-3555
|
(425) 679-7874 | |
|
ir@expedia.com
|
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