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8-K - 8-K - ILG, LLCa17-18876_18k.htm

Exhibit 99.1

 

ILG REPORTS SECOND QUARTER 2017 RESULTS

 

Miami, FL, August 3, 2017 — ILG (Nasdaq: ILG) today announced results for the second quarter ended June 30, 2017.

 

“We are pleased with our results for the second quarter, which reflect a significant contribution from Vistana. On a pro forma basis, our branded vacation ownership sales and marketing platform delivered an increase of 21% in consolidated timeshare contract sales, reflecting robust performance across our expanded distribution platform,” said Craig M. Nash, chairman, president, and CEO of ILG. “With our unique portfolio of upper upscale brands, diverse and complementary businesses, strong balance sheet, track record of developing world-class properties and operational excellence, we have high confidence in our ability to drive long term value for our shareholders.”

 

SECOND QUARTER HIGHLIGHTS

 

·                  Consolidated revenue increased $153 million to $450 million.  Excluding cost reimbursements, consolidated revenue was $361 million, $128 million more than the prior year

 

·                  Net income was $27 million

 

·                  Adjusted net income* was $32 million

 

·                  Diluted EPS was $0.22 and adjusted diluted EPS* was $0.26

 

·                  Adjusted EBITDA* was $82 million, an increase of $20 million

 

·                  After $120 million of inventory spend, net cash from operating activities for the six months was $113 million

 


* “Adjusted net income”, “Adjusted diluted EPS” and “Adjusted EBITDA” are non-GAAP measures as defined by the U.S. 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.

 

 



 

The acquisition of Vistana Signature Experiences, Inc. on May 11, 2016 affects the comparability of the periods presented.

 

Second quarter consolidated operating results

 

Consolidated revenue was $450 million, compared to $297 million, and excluding cost reimbursements, consolidated revenue increased by $128 million to $361 million primarily due to the inclusion of Vistana.

 

Net income attributable to common stockholders was $27 million, compared to $183 million in the prior year, principally attributable to the $197 million non-taxable gain on the purchase recorded in 2016 in connection with the Vistana acquisition. This non-cash gain was not subject to tax and caused our effective tax rate to decrease to 16.4% for that quarter. As a result, the reported year-over-year comparisons of non-operating items do not adequately reflect the relative performance for the quarter. To make the information more comparable, we have included selected information calculated using a normalized effective tax rate of 37.7% for the second quarter of 2016.

 

Adjusted net income was $32 million, compared to $35 million in 2016. Using a normalized tax rate for 2016, adjusted net income would have been $23 million dollars in the comparable period.

 

Diluted earnings per share (EPS) was $0.22, compared to $1.87, primarily reflecting the gain on purchase in 2016.

 

Adjusted diluted EPS was $0.26, compared to $0.36 in 2016. Using a normalized tax rate for 2016, adjusted diluted EPS would have been $0.24 in the comparable period.

 

Adjusted EBITDA increased by $20 million, to $82 million, reflecting the inclusion of Vistana.

 

Business segment results

 

Vacation Ownership

 

Vacation Ownership segment revenue increased $137 million to $294 million, principally resulting from the Vistana acquisition. Excluding cost reimbursements, Vacation Ownership segment revenue increased $114 million, to $231 million. This reflects an increase of $74 million in sales of vacation ownership products and a $22 million increase in resort operations revenue, which primarily includes rentals at our vacation ownership resorts and owned hotels. Higher consumer financing and management fee revenue were also important contributors.

 

Vacation Ownership segment operating income increased to $9 million and adjusted EBITDA increased $14 million to $33 million, due to Vistana.

 

2



 

Exchange and Rental

 

Exchange and Rental segment revenue was $156 million, an increase of 11% compared to 2016. Excluding cost reimbursements, segment revenue was $130 million, an increase of 12% compared to 2016.  The increase is related to the inclusion of Vistana Signature Network (“VSN”).

 

Total Interval Network active members at quarter end were 1.8 million, consistent with 2016. Average revenue per member was $47.39, an increase of 1% compared to 2016 due to the inclusion of VSN.

 

Exchange and Rental segment operating income increased 37% to $37 million and adjusted EBITDA was $49 million, an increase of 14% from the prior year, principally due to the inclusion of VSN.

 

CAPITAL RESOURCES AND LIQUIDITY

 

As of June 30, 2017, ILG’s cash and cash equivalents totaled $173 million, compared to $126 million on December 31, 2016, and we had $322 million of unsecuritized receivables net of loan loss reserves.

 

The principal amount outstanding of long-term corporate debt as of June 30, 2017 was $661 million consisting of $350 million 5.625% Senior Notes and $311 million drawn under our revolving credit facility.  ILG had $277 million available on its revolving credit facility, net of outstanding letters of credit as of June 30, 2017. The revolver may be increased by $100 million under certain conditions.

 

Net cash provided by operating activities, which includes $120 million of inventory spend, was $113 million compared to $53 million in 2016. The inventory spend was associated with investments at Vistana since the acquisition, primarily related to ongoing development activities at The Westin Nanea Ocean Villas, The Westin Los Cabos Resort Villas & Spa, Sheraton Steamboat Resort Villas and The Westin Desert Willow Villas. Excluding inventory spend, net cash provided by operating activities would have been $233 million, reflecting higher net cash receipts largely attributable to the inclusion of Vistana.

 

Net cash used in investment activities was $48 million reflecting capital expenditures related to investments in sales galleries and other resort operation assets, as well as IT initiatives.

 

Net cash used in financing activities was $20 million, reflecting $66 of million repayments on securitized debt, dividend payments of $37 million, $5 of million withholding tax on the vesting of restricted stock units and shares, and $3 million in stock repurchases. These uses of cash were partly offset by net borrowings of $71 million on our revolving credit facility, and a decrease of $20 million in financing-related restricted cash.

 

Free cash flow (defined below) for the first half of 2017 was $23 million compared to $45 million in 2016. This primarily reflects higher repayments related to the September 2016 securitization and the inclusion of Vistana for the full 2017 period.

 

3



 

Dividends

 

During the first half of 2017, ILG paid $37 million, or $0.30 cents per share in dividends. In August 2017, our Board of Directors declared a $0.15 per share dividend payable September 18, 2017 to shareholders of record on September 5, 2017.

 

BUSINESS OUTLOOK AND GUIDANCE

 

The 2017 Outlook schedule reconciles the non-GAAP financial measures in our full year 2017 guidance to the following expected GAAP results:

 

(in millions)

 

Low

 

High

 

Net income attributable to common stockholders

 

137

 

150

 

Net cash provided by operating activities

 

70

 

90

 

 

 

 

 

 

 

Consolidated revenue*

 

1,730

 

1,855

 

Adjusted EBITDA

 

345

 

365

 

Free cash flow

 

110

 

140

 

 


        *Includes an estimated $340 to $365 million of cost reimbursements

 

In 2017 we expect our effective tax rate to be approximately 36%, absent the impact of any subsequent discrete items or other items that may cause volatility in the rate.

 

4



 

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, free cash flow and constant currency, serves to enhance the understanding of ILG’s performance. These non-GAAP financial measures should be considered in addition to and not as substitutes for, or superior to, measures of financial performance and liquidity prepared in accordance with generally accepted accounting principles (GAAP). In addition, adjusted EBITDA (with certain different adjustments) is used to calculate compliance with certain financial covenants in ILG’s credit agreement and indenture. Management believes that these non-GAAP measures improve the transparency of our disclosures, provide meaningful presentations of our results from our business operations and liquidity excluding the impact of certain items not related to our core business operations and improve the period to period comparability of results from business operations. These measures may also be useful in comparing our results to those of other companies; however, our calculations may differ from the calculations of these measures used by other companies. More information about the non-GAAP financial measures, including reconciliations of historical GAAP results to the non-GAAP measures, is available in the financial tables that accompany this press release.

 

CONFERENCE CALL

 

Investors and analysts may participate in the live conference call by dialing (844) 832-7221 (toll-free domestic) or (973) 638-3062 (international); Conference ID: 53590877. Please register at least 10 minutes before the conference call begins. A replay of the call will be available for 7 days via telephone starting approximately two hours after the call ends. The replay can be accessed at (855) 859-2056 (toll-free domestic) or (404) 537-3406 (international); Conference ID: 53590877. The webcast will be archived on ILG’s website for 90 days after the call.  A transcript of the call will also be available on the website.

 

ABOUT ILG

 

ILG (Nasdaq: ILG) is a leading provider of professionally delivered vacation experiences and the exclusive global licensee for the Hyatt®, Sheraton®, and Westin® brands in vacation ownership. The company offers its owners, members, and guests access to an array of benefits and services, as well as world-class destinations through its international portfolio of resorts and clubs.  ILG’s operating businesses include Aqua-Aston Hospitality, Hyatt Vacation Ownership, Interval International, Trading Places International, Vacation Resorts International, VRI Europe, and Vistana Signature Experiences. Through its subsidiaries, ILG independently owns and manages the Hyatt Residence Club program and uses the Hyatt Vacation Ownership name and other Hyatt® marks under license from affiliates of Hyatt Hotels Corporation. In addition, ILG’s Vistana Signature Experiences, Inc. is the exclusive provider of vacation ownership for the Sheraton and Westin brands and uses related trademarks under license from Starwood Hotels & Resorts Worldwide, LLC. Headquartered in Miami, Florida, ILG has offices in 15 countries and more than 10,000 associates. For more information, visit www.ilg.com.

 

5



 

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

 

Information set forth in this release, including statements regarding our future financial performance, our business prospects and strategy, anticipated financial position, liquidity, capital needs and other similar matters constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements are based upon the current beliefs and expectations of the management of ILG and are subject to significant risks and uncertainties outside of ILG’s control.

 

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) adverse trends in economic conditions generally or in the vacation ownership, vacation rental and travel industries, or adverse events or trends in key vacation destinations, (2) lack of available financing for, or insolvency or consolidation of developers, including availability of receivables financing for our business, (3) adverse changes to, or interruptions in, relationships with third parties, (4) our ability to compete effectively and successfully and to add new products and services, (5) our ability to market VOIs successfully and efficiently, (6) our ability to source sufficient inventory to support VOI sales and risks related to development of inventory in accordance with applicable brand standards, (7) the occurrence of a termination event under the master license agreement with Starwood or Hyatt, (8) actions of Starwood, Hyatt or any successor that affect the reputation of the licensed marks, the offerings of or access to these brands and programs, (9) decreased demand from prospective purchasers of vacation interests, (10) travel related health concerns, (11) significant increase in defaults on our vacation ownership mortgage receivables; (12) the restrictive covenants in our revolving credit facility and indenture and our ability to refinance our debt on acceptable terms;  (13) our ability to successfully manage and integrate acquisitions, including Vistana, (14) impairment of ILG’s assets or other adverse changes to estimates and assumptions underlying our financial results, (15) our ability to expand successfully in international markets and manage risks specific to international operations (16) fluctuations in currency exchange rates, (17) the ability of managed homeowners associations to collect sufficient maintenance fees, (18) business interruptions in connection with technology systems, and (19) regulatory changes.

 

6



 

ILG, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except share and per share data)

(Unaudited)

 

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

Service and membership related

 

$

119

 

$

110

 

$

246

 

$

222

 

Sales of vacation ownership products, net

 

123

 

49

 

233

 

58

 

Rental and ancillary services

 

97

 

63

 

204

 

89

 

Consumer financing

 

22

 

11

 

43

 

13

 

Cost reimbursements

 

89

 

64

 

176

 

101

 

Total revenues

 

450

 

297

 

902

 

483

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of service and membership related sales

 

32

 

27

 

64

 

52

 

Cost of vacation ownership product sales

 

29

 

19

 

56

 

25

 

Cost sales of rental and ancillary services

 

78

 

42

 

156

 

56

 

Cost of consumer financing

 

7

 

3

 

14

 

3

 

Cost reimbursements

 

89

 

64

 

176

 

101

 

Royalty fee expense

 

11

 

5

 

21

 

7

 

Selling and marketing expense

 

80

 

42

 

152

 

59

 

General and administrative expense

 

58

 

54

 

112

 

92

 

Amortization expense of intangibles

 

5

 

5

 

10

 

8

 

Depreciation expense

 

15

 

9

 

30

 

14

 

Total operating costs and expenses

 

404

 

270

 

791

 

417

 

Operating income

 

46

 

27

 

111

 

66

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

1

 

Interest expense

 

(7

)

(6

)

(12

)

(12

)

Gain on bargain purchase

 

2

 

197

 

2

 

197

 

Other income (expense), net

 

(2

)

1

 

8

 

2

 

Equity in earnings from unconsolidated entities

 

2

 

1

 

3

 

2

 

Total other income (expense), net

 

(5

)

193

 

1

 

190

 

Earnings before income taxes and noncontrolling interests

 

41

 

220

 

112

 

256

 

Income tax provision

 

(14

)

(36

)

(39

)

(49

)

Net income

 

27

 

184

 

73

 

207

 

Net income attributable to noncontrolling interests

 

 

(1

)

(1

)

(1

)

Net income attributable to common stockholders

 

$

27

 

$

183

 

$

72

 

$

206

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

1.89

 

$

0.58

 

$

2.66

 

Diluted

 

$

0.22

 

$

1.87

 

$

0.57

 

$

2.64

 

Weighted average number of shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

124,384

 

97,091

 

124,191

 

77,355

 

Diluted

 

126,141

 

97,857

 

125,862

 

77,905

 

Dividends declared per share of common stock

 

$

0.15

 

$

0.12

 

$

0.30

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income(1)

 

$

32

 

$

35

 

$

74

 

$

60

 

Adjusted earnings per share(1):

 

 

 

 

 

 

 

 

 

Basic

 

$

0.26

 

$

0.36

 

$

0.59

 

$

0.77

 

Diluted

 

$

0.26

 

$

0.36

 

$

0.58

 

$

0.76

 

 


 (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.

 

7



 

ILG, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

 

 

 

(Unaudited)

 

 

 

 

 

June 30, 2017

 

December 31,2016

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

173

 

$

126

 

Vacation ownership mortgages receivable, net

 

80

 

87

 

Vacation ownership inventory

 

320

 

197

 

Prepaid income taxes

 

37

 

47

 

Other current assets

 

261

 

289

 

Total current assets

 

871

 

746

 

Vacation ownership mortgages receivable, net

 

630

 

632

 

Vacation ownership inventory

 

169

 

189

 

Investments in unconsolidated entities

 

57

 

59

 

Goodwill and intangible assets, net

 

1,011

 

1,011

 

Property and equipment, net

 

597

 

580

 

Other non-current assets

 

103

 

87

 

TOTAL ASSETS

 

$

3,438

 

$

3,304

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Accounts payable, trade

 

$

55

 

$

64

 

Deferred revenue

 

115

 

87

 

Current portion of securitized debt from VIEs

 

103

 

111

 

Other current liabilities

 

279

 

257

 

Total current liabilities

 

552

 

519

 

Long-term debt

 

653

 

580

 

Securitized debt from VIEs

 

262

 

319

 

Deferred revenue

 

80

 

79

 

Other long-term liabilities

 

244

 

213

 

TOTAL LIABILITIES

 

1,791

 

1,710

 

Redeemable noncontrolling interest

 

1

 

1

 

Total ILG stockholders’ equity

 

1,617

 

1,567

 

Noncontrolling interests

 

29

 

26

 

TOTAL EQUITY

 

1,646

 

1,593

 

TOTAL LIABILITIES AND EQUITY

 

$

3,438

 

$

3,304

 

 

8



 

ILG, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

 

 

Six Months Ended June 30,

 

 

 

2017

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

73

 

$

207

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Amortization expense of intangibles

 

10

 

8

 

Amortization of debt issuance costs

 

2

 

1

 

Depreciation expense

 

30

 

14

 

Allowance for losses on originated loans

 

15

 

4

 

Allowance for impairment on acquired loans

 

5

 

 

Accretion of mortgages receivable

 

3

 

2

 

Non-cash compensation expense

 

12

 

8

 

Deferred income taxes

 

14

 

(3

)

Equity in earnings from unconsolidated entities

 

(3

)

(2

)

Gain on bargain purchase of Vistana acquisition

 

(2

)

(197

)

Changes in operating assets and liabilities and other

 

(46

)

11

 

Net cash provided by operating activities

 

113

 

53

 

Cash flows from investing activities:

 

 

 

 

 

Acquisitions, net of cash

 

 

(77

)

Investment in unconsolidated entity

 

 

(5

)

Capital expenditures

 

(48

)

(25

)

Purchases of trading investments

 

 

(2

)

Investment in financing receivables

 

 

(2

)

Net cash used in investing activities

 

(48

)

(111

)

Cash flows from financing activities:

 

 

 

 

 

Borrowings (payments) on revolving credit facility, net

 

71

 

210

 

Payments of debt issuance costs

 

 

(2

)

Payments on securitized debt

 

(66

)

(9

)

Purchases of treasury stock

 

(3

)

(56

)

Dividend payments to stockholders

 

(37

)

(23

)

Decrease in restricted cash

 

20

 

3

 

Payment to former Vistana owner for subsidiary financing obligation

 

 

(24

)

Withholding taxes on vesting of restricted stock units

 

(5

)

(1

)

Net cash provided by (used in) financing activities

 

(20

)

98

 

Effect of exchange rate changes on cash and cash equivalents

 

2

 

(6

)

Net increase in cash and cash equivalents

 

47

 

34

 

Cash and cash equivalents at beginning of period

 

126

 

93

 

Cash and cash equivalents at end of period

 

$

173

 

$

127

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Issuance of stock in connection with Vistana acquisition

 

$

 

$

1,031

 

Interest, net of amounts capitalized

 

$

17

 

$

12

 

Income taxes, net of refunds

 

$

16

 

$

31

 

 

9



 

OPERATING STATISTICS

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2017

 

% Change

 

2016

 

2017

 

% Change

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacation Ownership

 

 

 

 

 

 

 

 

 

 

 

 

 

Total timeshare contract sales (in millions)

 

$

136

 

81

%

$

75

 

$

273

 

173

%

$

100

 

Consolidated timeshare contract sales (in millions)

 

$

123

 

108

%

$

59

 

$

239

 

NM

 

$

66

 

Average transaction price

 

$

16,602

 

4

%

$

15,992

 

$

17,469

 

8

%

$

16,211

 

Volume per guest

 

$

2,939

 

11

%

$

2,644

 

$

3,052

 

17

%

$

2,600

 

Tour flow

 

41,689

 

85

%

22,479

 

78,465

 

207

%

25,528

 

Exchange and Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Total active members at end of period (000’s)

 

1,812

 

0

%

1,809

 

1,812

 

0

%

1,809

 

Average revenue per member

 

$

47.39

 

1

%

$

46.76

 

$

99.75

 

4

%

$

96.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Vistana as if acquired January 1, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacation Ownership

 

 

 

 

 

 

 

 

 

 

 

 

 

Total timeshare contract sales (in millions)

 

$

136

 

15

%

$

118

 

$

273

 

9

%

$

251

 

Consolidated timeshare contract sales (in millions)

 

$

123

 

21

%

$

102

 

$

239

 

12

%

$

214

 

Average transaction price

 

$

16,602

 

2

%

$

16,261

 

$

17,469

 

2

%

$

17,200

 

Volume per guest

 

$

2,939

 

5

%

$

2,810

 

$

3,052

 

(0

)%

$

3,061

 

Tour flow

 

41,689

 

15

%

36,239

 

78,465

 

12

%

69,930

 

Exchange and Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Average revenue per member

 

$

47.39

 

(2

)%

$

48.54

 

$

99.75

 

(2

)%

$

101.89

 

 

SEGMENT REVENUES

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2017

 

% Change

 

2016

 

2017

 

% Change

 

2016

 

 

 

(Dollars in millions)

 

(Dollars in millions)

 

Vacation Ownership

 

 

 

 

 

 

 

 

 

 

 

 

 

Resort operations revenue

 

$

52

 

73

%

$

30

 

$

109

 

211

%

$

35

 

Management fee revenue

 

34

 

26

%

27

 

66

 

38

%

48

 

Sale of vacation ownership products, net

 

123

 

151

%

49

 

233

 

NM

 

58

 

Consumer financing revenue

 

22

 

100

%

11

 

43

 

231

%

13

 

Cost reimbursement revenue

 

63

 

58

%

40

 

125

 

127

%

55

 

Total revenue

 

$

294

 

87

%

$

157

 

$

576

 

176

%

$

209

 

Vacation Ownership gross margin

 

42

%

8

%

39

%

43

%

10

%

39

%

Vacation Ownership gross margin without cost reimbursement revenue

 

54

%

4

%

52

%

55

%

4

%

53

%

Exchange and Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction revenue

 

$

49

 

(2)

%

$

50

 

$

108

 

 

$

108

 

Membership fee revenue

 

35

 

3

%

34

 

70

 

9

%

64

 

Ancillary member revenue

 

2

 

100

%

1

 

4

 

33

%

3

 

Total member revenue

 

86

 

1

%

85

 

182

 

4

%

175

 

Club rental revenue

 

27

 

80

%

15

 

57

 

217

%

18

 

Other revenue

 

6

 

 

6

 

11

 

(8

)%

12

 

Rental management revenue

 

11

 

10

%

10

 

25

 

9

%

23

 

Cost reimbursement revenue

 

26

 

8

%

24

 

51

 

11

%

46

 

Total revenue

 

$

156

 

11

%

$

140

 

$

326

 

19

%

$

274

 

Exchange and Rental gross margin

 

58

%

 

58

%

58

%

(3

)%

60

%

Exchange and Rental gross margin without cost reimbursement revenue

 

70

%

 

70

%

69

%

(4

)%

72

%

 

10



 

RECONCILIATIONS OF NON-GAAP MEASURES

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

Operating activities before inventory spend

 

$

233

 

$

94

 

 

 

 

 

Inventory spend

 

(120

)

(41

)

 

 

 

 

Net cash provided by operating activities

 

113

 

53

 

 

 

 

 

Repayments on securitizations

 

(66

)

(9

)

 

 

 

 

Proceeds from securitizations, net of debt issuance costs

 

 

 

 

 

 

 

Net changes in financing-related restricted cash

 

20

 

3

 

 

 

 

 

Net securitization activities

 

(46

)

(6

)

 

 

 

 

Capital expenditures

 

(48

)

(25

)

 

 

 

 

Acquisition-related and restructuring payments

 

4

 

23

 

 

 

 

 

Free cash flow

 

$

23

 

$

45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(Dollars in millions, except per share data)

 

Net income attributable to common stockholders

 

$

27

 

$

183

 

$

72

 

$

206

 

Acquisition related and restructuring costs

 

4

 

12

 

8

 

15

 

Other non-operating foreign currency remeasurements

 

2

 

(1

)

(8

)

(2

)

Impact of purchase accounting

 

1

 

4

 

(2

)

4

 

Other special items

 

 

(197

)

 

(197

)

Asset impairments

 

2

 

 

5

 

 

Income tax impact of adjusting items(2)

 

(4

)

34

 

(1

)

34

 

Adjusted net income

 

$

32

 

$

35

 

$

74

 

$

60

 

Earnings per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

1.89

 

$

0.58

 

$

2.66

 

Diluted

 

$

0.22

 

$

1.87

 

$

0.57

 

$

2.64

 

Adjusted earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.26

 

$

0.36

 

$

0.59

 

$

0.77

 

Diluted

 

$

0.26

 

$

0.36

 

$

0.58

 

$

0.76

 

Weighted average number of common stock outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

124,384

 

$

97,091

 

124,191

 

77,355

 

Diluted

 

126,141

 

$

97,857

 

125,862

 

77,905

 

 


(2) All adjusting items were tax effected using the applicable projected annual effective tax rate since none of the adjustments were discrete to the periods.

 

11



 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(Dollars in millions)

 

Total timeshare contract sales

 

$

136

 

$

75

 

$

273

 

$

100

 

Provision for loan losses

 

(8

)

(3

)

(15

)

(4

)

Contract sales of unconsolidated projects

 

(14

)

(16

)

(34

)

(34

)

Percentage of completion

 

 

(2

)

 

(2

)

Other items and adjustments(3)

 

9

 

(5

)

9

 

(2

)

Sales of vacation ownership products, net

 

123

 

49

 

233

 

58

 

Provision for loan losses

 

8

 

3

 

15

 

4

 

Percentage of completion

 

 

2

 

 

2

 

Other items and adjustments(3)

 

(8

)

5

 

(9

)

2

 

Consolidated timeshare contract sales

 

$

123

 

$

59

 

$

239

 

$

66

 

 


(3) Includes adjustments for incentives, other GAAP deferrals, cancelled sales, fractional sales and other items.

 

12



 

 

 

Three Months Ended June 30,

 

 

 

2017

 

2016

 

 

 

Vacation

 Ownership

 

Exchange and

Rental

 

Consolidated

 

Vacation

Ownership

 

Exchange and

Rental

 

Consolidated

 

 

 

(Dollars in millions)

 

Adjusted EBITDA

 

$

33

 

$

49

 

$

82

 

$

19

 

$

43

 

$

62

 

Non-cash compensation expense

 

(4

)

(3

)

(7

)

(2

)

(3

)

(5

)

Other non-operating income (expense), net

 

(2

)

 

(2

)

 

1

 

1

 

Acquisition-related and restructuring costs

 

(4

)

 

(4

)

(6

)

(6

)

(12

)

Asset Impairment

 

(2

)

 

(2

)

 

 

 

Other special items

 

(1

)

1

 

 

 

197

 

197

 

Impact of purchase accounting

 

1

 

 

1

 

(4

)

 

(4

)

EBITDA

 

21

 

47

 

68

 

7

 

232

 

239

 

Amortization expense of intangibles

 

(2

)

(3

)

(5

)

(2

)

(3

)

(5

)

Depreciation expense

 

(10

)

(5

)

(15

)

(5

)

(4

)

(9

)

Less: Net income attributable to noncontrolling interest

 

 

 

 

1

 

 

1

 

Equity in earnings from unconsolidated entities

 

(2

)

 

(2

)

(1

)

 

(1

)

Less: Gain on bargain purchase

 

 

(2

)

(2

)

 

(197

)

(197

)

Less: Other non-operating income (expense), net

 

2

 

 

2

 

 

(1

)

(1

)

Operating income

 

9

 

37

 

46

 

 

27

 

27

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

(7

)

 

 

 

 

(6

)

Other non-operating income (expense), net

 

 

 

 

 

(2

)

 

 

 

 

1

 

Equity in earnings from unconsolidated entities

 

 

 

 

 

2

 

 

 

 

 

1

 

Gain on bargain purchase

 

 

 

 

 

2

 

 

 

 

 

197

 

Income tax provision

 

 

 

 

 

(14

)

 

 

 

 

(36

)

Net income

 

 

 

 

 

27

 

 

 

 

 

184

 

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

(1

)

Net income attributable to common stockholders

 

 

 

 

 

$

27

 

 

 

 

 

$

183

 

 

 

 

Six Months Ended June 30,

 

 

 

2017

 

2016

 

 

 

Vacation

Ownership

 

Exchange and

Rental

 

Consolidated

 

Vacation

Ownership

 

Exchange and

Rental

 

Consolidated

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

67

 

$

107

 

$

174

 

$

26

 

$

90

 

$

116

 

Non-cash compensation expense

 

(7

)

(5

)

(12

)

(3

)

(5

)

(8

)

Other non-operating income (expense), net

 

10

 

(2

)

8

 

 

2

 

2

 

Acquisition related and restructuring costs

 

(7

)

 

(7

)

(9

)

(6

)

(15

)

Asset Impairment

 

(5

)

 

(5

)

 

 

 

Other special items

 

(1

)

1

 

 

 

197

 

197

 

Impact of purchase accounting

 

5

 

 

5

 

(4

)

 

(4

)

EBITDA

 

62

 

101

 

163

 

10

 

278

 

288

 

Amortization expense of intangibles

 

(4

)

(6

)

(10

)

(3

)

(5

)

(8

)

Depreciation expense

 

(20

)

(10

)

(30

)

(5

)

(9

)

(14

)

Less: Net income attributable to noncontrolling interest

 

1

 

 

1

 

1

 

 

1

 

Equity in earnings from unconsolidated entities

 

(3

)

 

(3

)

(2

)

 

(2

)

Gain on bargain purchase

 

 

(2

)

(2

)

 

(197

)

(197

)

Less: Other non-operating income (expense), net

 

(10

)

2

 

(8

)

 

(2

)

(2

)

Operating income

 

$

26

 

$

85

 

111

 

$

1

 

$

65

 

66

 

Interest income

 

 

 

 

 

 

 

 

 

 

1

 

Interest expense

 

 

 

 

 

(12

)

 

 

 

 

(12

)

Other non-operating income, net

 

 

 

 

 

8

 

 

 

 

 

2

 

Equity in earnings from unconsolidated entities

 

 

 

 

 

3

 

 

 

 

 

2

 

Gain on bargain purchase

 

 

 

 

 

2

 

 

 

 

 

197

 

Income tax provision

 

 

 

 

 

(39

)

 

 

 

 

(49

)

Net income

 

 

 

 

 

73

 

 

 

 

 

207

 

Net income attributable to noncontrolling interest

 

 

 

 

 

(1

)

 

 

 

 

(1

)

Net income attributable to common stockholders

 

 

 

 

 

$

72

 

 

 

 

 

$

206

 

 

13



 

2017 OUTLOOK

 

 

 

Current Guidance

 

 

Low

 

High

 

 

 

(In millions)

 

Adjusted EBITDA

 

$

345

 

$

365

 

Non-cash compensation expense

 

(23

)

(23

)

Other non-operating income, net

 

9

 

9

 

Acquisition-related and restructuring costs

 

(9

)

(9

)

Asset impairments

 

(5

)

(5

)

Other special items

 

(2

)

(2

)

Impact of purchase accounting

 

4

 

4

 

Depreciation and amortization

 

(77

)

(77

)

Interest, net

 

(26

)

(26

)

Income tax provision

 

(79

)

(86

)

Net income attributable to common stockholders

 

$

137

 

$

150

 

 

 

 

Current Guidance

 

 

 

Low

 

High

 

 

 

(In millions)

 

Operating activities before inventory spend

 

$

315

 

$

320

 

Inventory spend

 

(245

)

(230

)

Net cash provided by operating activities

 

70

 

90

 

Repayments on securitizations

 

(190

)

(185

)

Proceeds from securitizations, net of debt issuance costs

 

322

 

322

 

Net changes in financing-related restricted cash

 

13

 

13

 

Net securitization activities

 

145

 

150

 

Capital expenditures

 

(110

)

(105

)

Acquisition-related and restructuring payments

 

5

 

5

 

Free cash flow

 

$

110

 

$

140

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(110

)

$

(105

)

Net cash provided by financing activites

 

$

53

 

$

78

 

 

14



 

GLOSSARY OF TERMS

 

Acquisition related and restructuring costs - Represents transaction fees, costs incurred in connection with performing due diligence, subsequent adjustments to our 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, costs associated with integrating acquired businesses and estimated costs of exiting contractual commitments.

 

Adjusted earnings per share (EPS) is defined as 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, (5) the impact of the application of purchase accounting, and (6) other special items. The Company’s presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

 

Adjusted net income is defined as net income attributable to common stockholders, excluding the impact of (1) acquisition related and restructuring costs, (2) other non-operating foreign currency remeasurements, (3) the impact of the application of purchase accounting, (4) goodwill and asset impairments, and (5) other special items.

 

Ancillary member revenue - Other Interval Network member related revenue including insurance and travel related services.

 

Average revenue per member - Membership fee revenue, transaction revenue and ancillary member revenue for the Interval Network, Vistana Signature Network and Hyatt Residence Club for the applicable period, divided by the monthly weighted average number of Interval Network active members during the applicable period. Vistana Signature Network revenue is included herein only since its date of acquisition.

 

Average transaction price — Consolidated timeshare contract sales divided by the net number of transactions during the period.

 

Club rental revenue — Represents rentals generated by the Vistana Signature Network and Hyatt Residence Club mainly to monetize inventory to provide exchanges through hotel loyalty programs.

 

Constant currency — Represents current period results of operations determined by translating the functional currency results into dollars (the reporting currency) using the actual blended rate of translation from the comparable prior period. Management believes that the presentation of results of operations excluding the effect of foreign currency translations serves to enhance the understanding of ILG’s performance and improves period to period comparability of results from business operations.

 

Consolidated timeshare contract sales — Total timeshare interests sold at consolidated projects pursuant to purchase agreements, net of actual cancellations and rescissions, where we have met a minimum threshold amounting to a 10% down payment of the contract purchase price during the period.

 

15



 

Consumer financing revenue — Includes interest income on vacation ownership mortgages receivable, as well as loan servicing fees from unconsolidated entities.

 

Cost reimbursements - Represents the compensation and other employee-related costs directly associated with managing properties that are included in both revenue and cost of sales and that are passed on to the property owners or homeowner associations without mark-up. Cost reimbursement revenue of the Vacation Ownership segment also includes reimbursement, without mark-up, of certain sales and marketing expenses, and, in some cases, certain other expenses, pursuant to contractual arrangements. Management believes presenting gross margin without these expenses provides management and investors a relevant period-over-period comparison.

 

EBITDA - Net income attributable to common stockholders excluding, if applicable: (1) non-operating interest income and interest expense, (2) income taxes, (3) depreciation expense, and (4) amortization expense of intangibles.

 

Free cash flow — is defined as cash provided by operating activities less capital expenditures and repayment activity related to securitizations, plus net changes in financing-related restricted cash and proceeds from securitizations (net of fees). This metric also excludes certain payments unrelated to our ongoing core business, such as acquisition-related and restructuring expenses.

 

Impact of the application of purchase accounting — represents the difference between amounts derived from the fair value remeasurement of assets and liabilities acquired in a business combination versus the historical basis. We believe generally this is most meaningful in the first year subsequent to an acquisition.

 

Management fee revenue — Represents vacation ownership property management revenue earned by our Vacation Ownership segment exclusive of cost reimbursements.

 

Membership fee revenue — Represents fees paid for membership in the Interval Network, Vistana Signature Network and Hyatt Residence Club.

 

Net leverage — Long term debt (excluding issuance costs) minus cash and cash equivalents divided by Adjusted EBITDA.

 

Other special items — consist of other items that we believe are not related to our core business operations. For the three and six months ended June 30, 2016 and 2017, such items include the gain on bargain purchase price recognized as part of the Vistana acquisition and costs related to non-ordinary course litigation matters described in the notes to our financial statements.

 

Other revenue — includes revenue related primarily to exchange and rental transaction activity and membership programs outside of the Interval Network, Vistana Signature Network and Hyatt Residence Club, sales of marketing materials primarily for point-of-sale developer use, and certain financial services-related fee income.

 

Rental and ancillary services revenue — Includes our rental activities such as Getaways, club rentals and owned hotel revenues, as well as associated resort ancillary revenues.

 

Rental management revenue — Represents rental management revenue earned by our vacation rental businesses within our Exchange and Rental segment, exclusive of cost reimbursement revenue.

 

16



 

Resort operations revenue — Pertains to our revenue generating activities from rentals of owned vacation ownership inventory (exclusive of lead-generation) along with ancillary resort services, in addition to rental and ancillary revenue generated by owned hotels.

 

Sales of vacation ownership products, net — Includes sales of vacation ownership products, net, for HVO and Vistana.

 

Service and membership revenue — Revenue associated with providing services including membership-related activities and exchange transactions, as well vacation ownership and vacation rental management businesses.

 

Total active members - Active members of the Interval Network in good standing as of the end of the period. All Vistana Signature Network and Hyatt Residence Club members are also members of the Interval Network.

 

Total timeshare contract sales — Total timeshare interests sold at consolidated and unconsolidated projects pursuant to purchase agreements, net of actual cancellations and rescissions, where we have met a minimum threshold amounting to a 10% down payment of the contract purchase price during the period.

 

Tour flow — Represents the number of sales presentations given at sales centers (other than at unconsolidated properties) during the period.

 

Transaction revenue — Interval Network, Vistana Signature Network and Hyatt Residence Club transactional and service fees paid primarily for exchanges, Getaways, reservation servicing and related transactions.

 

Volume per guest — Consolidated timeshare contract sales divided by tour flow during the period.

 

ILG, Inc.

 

Investor Contact
Lily Arteaga, 305-925-7302
Investor Relations
Lily.Arteaga@ilg.com

 

Or

 

Media Contact
Christine Boesch, 305-925-7267
Corporate Communications
Chris.Boesch@ilg.com

 

17