Interval Leisure Group Reports Second Quarter 2009 Results


MIAMI, Aug. 10, 2009 (GLOBE NEWSWIRE) -- Interval Leisure Group (Nasdaq:IILG) ("ILG") today announced results for the three months ended June 30, 2009.

SECOND QUARTER 2009 HIGHLIGHTS



 * ILG generated diluted earnings per share of $0.15.
 * Consolidated adjusted EBITDA, in constant currency, increased
   4.5% and excludes stand-alone and public company costs.
 * The Interval segment delivered revenue of $86.9 million, or $89.3
   million in constant currency. Total transaction revenue, in
   constant currency, increased  3.2%.
 * Average revenue per member increased 4.4%, or 7.5% in constant
   currency.
 * Interval affiliated 19 resorts in 11 countries during the second
   quarter.
 * Free cash flow was $41.1 million for the first six months of 2009.

"ILG delivered adjusted EBITDA growth in the second quarter, driven primarily by the stability of the Interval segment and cost savings initiatives across our businesses," said Craig M. Nash, Chairman, President and Chief Executive Officer of Interval Leisure Group. "Interval member retention rates and transaction volumes for these three months are consistent with the second quarter of 2008. However, we continue to be concerned about the lack of credit available to resort developers which has led to a reduction in vacation ownership sales."

"Even in this climate, developers and members value Interval's services. In the second quarter, we affiliated 19 resorts in 11 countries. Additionally, in May we launched our ShortStay Exchange product as an enhancement to our Gold Membership and we are pleased with the initial results," continued Nash. "So while the current environment remains extremely challenging, we are successfully managing our business at a lower cost base while continuing to invest for future growth."

Financial Summary & Operating Metrics (in millions, except per share amounts and percentages)



                                                 Three    Three     Year
                                                 Months   Months    Over
                                                 Ended    Ended     Year
 Metrics                                         6/30/09  6/30/08  Change
 ------------------------------------------------------------------------
 Revenue                                         $ 98.8   $103.2    (4.2%)
 ------------------------------------------------------------------------
 Interval revenue                                  86.9     88.6    (2.0%)
 ------------------------------------------------------------------------
 Aston revenue                                     11.9     14.5   (18.1%)
 ------------------------------------------------------------------------
 Gross profit                                      68.3     69.4    (1.7%)
 ------------------------------------------------------------------------
 Adjusted net income **                             9.9     19.5   (49.4%)
 ------------------------------------------------------------------------
 Net income attributable to common stockholders     8.6     19.5   (55.9%)
 ------------------------------------------------------------------------
 Adjusted diluted EPS**                            0.17     0.35   (51.4%)
 ------------------------------------------------------------------------
 Diluted earnings per share                        0.15     0.35   (57.1%)
 ------------------------------------------------------------------------
 Adjusted EBITDA**                                 38.2     36.9     3.4%
 ------------------------------------------------------------------------
 EBITDA**                                          36.7     36.9    (0.7%)
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
                                                 As of     As of
 Balance Sheet Data                             6/30/09 12/31/2008 Change
 ------------------------------------------------------------------------
 Cash and cash equivalents                       $149.9   $120.3    24.7%
 ------------------------------------------------------------------------
 Debt                                             410.7    427.2    (3.9%)
 ------------------------------------------------------------------------
 
 **"Adjusted net income," "Adjusted diluted EPS," "Adjusted EBITDA" and 
 "EBITDA" are non-GAAP measures as defined by the Securities and Exchange
 Commission (the "SEC"). Please see "Glossary of Terms," "Reconciliations
 of Non-GAAP Measures" and "Presentation of Financial Information" below
 for an explanation of non-GAAP measures used throughout this release.

Discussion of Results

Second Quarter 2009 Consolidated Operating Results

Consolidated revenue for the second quarter ended June 30, 2009 was $98.8 million, a decrease of 4.2% from $103.2 million for the second quarter of 2008. The decline in revenue reflects the impact of overall macroeconomic conditions that negatively affected the leisure travel industry, specifically the Aston business segment, and the unfavorable impact of foreign currency translations due to the strengthening of the U.S. dollar. In constant currency, consolidated revenue would have been $101.2 million. Consolidated revenue was comprised of 88% and 12% from Interval and Aston, respectively.

Net income for the three months ended June 30, 2009 was $8.6 million, a decrease of 55.9% from net income of $19.5 million for the same period of 2008. Net income for the period was impacted by $11.4 million of pre-tax incremental expenses resulting from the spin-off from IAC/InterActiveCorp on August 20, 2008. For the second quarter of 2009, these expenses included $2.0 million of non-cash compensation expense and stand-alone and public company costs and $9.4 million of interest expense. Diluted earnings per share were $0.15 compared to diluted earnings per share of $0.35 for the same period of 2008.

Adjusted net income for the three months ended June 30, 2009 was $9.9 million or $0.17 of adjusted diluted EPS. Adjusted net income and adjusted diluted EPS for the second quarter 2009 exclude $1.3 million of after-tax incremental non-cash compensation expense and stand-alone and public company costs.

Adjusted EBITDA was $38.2 million for the quarter ended June 30, 2009, compared to EBITDA of $36.9 million for the same period of 2008, representing an increase of 3.4%. Adjusted EBITDA excludes $1.5 million in incremental stand-alone and public company costs for the quarter. Excluding the unfavorable net effect of foreign currency translations of $0.4 million, adjusted EBITDA increased by $1.6 million, or 4.5% from the same period of 2008.

Business Segment Results

Interval

Interval's revenue for the three months ended June 30, 2009, was $86.9 million declining 2.0% over the comparable period in 2008. Excluding the effect of unfavorable foreign currency translations of $2.4 million, Interval segment revenue would have been $89.3 million, an increase of 0.8% in the three months ended June 30, 2009 compared to 2008.

For the second quarter of 2009, membership fee revenue was $33.1 million, a decrease of 2.8% from the same period of 2008. Transaction revenue for the second quarter of 2009 was $47.7 million, relatively flat when compared to the same period of 2008. The effects of unfavorable foreign currency translations on membership fee revenue and transaction revenue were $1.0 million and $1.4 million, respectively. For the quarter, excluding these effects, membership fee revenue would have been $34.1 million, relatively flat year-over-year, and transaction revenue would have been $49.1 million, an increase of 3.2% in the three months ended June 30, 2009 compared to 2008.

Total active members at June 30, 2009 were approximately 1.9 million, a decrease of 5.7% over total active members of approximately 2.0 million at June 30, 2008. The year-over-year decrease was primarily due to the non-renewal of the Disney affiliation.

Average revenue per member for the second quarter of 2009 increased to $43.95, an increase of 4.4% from the second quarter of 2008. The increase in average revenue per member was largely due to an increase in transaction revenue per member. In constant currency, average revenue per member would have been $45.22 in the second quarter.

Interval's adjusted EBITDA was $37.2 million in the second quarter representing an increase of 3.8% over the segment's EBITDA of $35.8 million in the second quarter 2008. In constant currency, adjusted EBITDA would have been $37.6 million, an increase of 4.9% compared to the 2008 period.

Aston

Aston's revenue for the three months ended June 30, 2009 was $11.9 million, a decrease of 18.1% from the comparable period of 2008. Aston revenue for the second quarter included $7.1 million of pass-through revenue (defined below).

The decrease in Aston revenue was primarily driven by a reduction in revenue per available room ("RevPAR"). RevPAR for the quarter ended June 30, 2009 was $83.85 compared to $109.95 for the same period in 2008, a decline of 23.7%. Lower occupancy, and to a lesser extent, lower average daily rate led to the reduction in RevPAR. Aston has been generally tracking the results of comparable properties in the Hawaiian market.

Aston reported adjusted EBITDA of $1.0 million in the second quarter of 2009, a decrease of 9.7% from EBITDA of $1.1 million in the prior year period.

Capital Resources and Liquidity

As of June 30, 2009, ILG's cash and cash equivalents totaled $149.9 million, compared to $120.3 million as of December 31, 2008. The Company's total debt outstanding, which was incurred in connection with the spin-off from IAC, was $410.7 million, net of unamortized bond discount, as of June 30, 2009. During the second quarter, the Company made a $10.0 million voluntary prepayment on its term loan. There was no debt outstanding as of June 30, 2008.

For the first six months of 2009, ILG's capital expenditures totaled $7.3 million, or 3.5% of revenue, net cash provided by operating activities was $48.4 million and free cash flow (defined below) was $41.1 million. Total interest paid during the six-month period was $18.1 million.

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 diluted EPS and free cash flow, 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 prepared in accordance with GAAP. In addition, EBITDA (with certain additional add-backs) is used to calculate compliance with certain financial covenants in ILG's credit agreement. Management believes that these non-GAAP measures improve the transparency of our disclosures, provide meaningful presentations of our results from our business operations 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 GAAP results to the non-GAAP measures, is available in the financial tables that accompany this press release.

Conference Call

ILG will host a conference call today at 4:30 p.m. Eastern Daylight Time to discuss its results for the second quarter 2009, with access via the Internet and telephone. Investors and analysts may participate in the live conference call by dialing (866) 322-1501 (toll-free domestic) or (706) 679-2585 (international); conference ID: 21158420 or password: Interval. Please register at least 10 minutes before the conference call begins. A live webcast of the conference call will be available on the Investor Relations section of ILG's Web site at www.iilg.com. The replay can be accessed at (800) 642-1687 (toll-free domestic) or (706) 645-9291 (international); conference ID: 21158420. The webcast will be archived on ILG's Web site for 90 days after the call.

About Interval Leisure Group

Interval Leisure Group (ILG) is a leading global provider of membership and leisure services to the vacation industry. Its principal business segment, Interval, has been serving the vacation ownership market for more than 33 years. Interval International is a membership-based organization that offers a comprehensive package of year-round benefits, including the opportunity to exchange the use of shared ownership vacation time for alternate accommodations. Today, Interval has a network of approximately 2,500 resorts in more than 75 countries, and offers its resort clients and about 2 million member families high-quality products and programs through offices in 26 cities in 16 countries.

ILG's other business segment is Aston, formerly ResortQuest Hawaii, which traces its roots in lodging back nearly 60 years. Aston provides hotel and resort management and vacation rental services to vacationers and property owners across Hawaii, with a portfolio of more than 4,500 units in properties throughout the islands.

ILG is headquartered in Miami, Florida, and has over 2,500 employees worldwide.

More information about the company is available at www.iilg.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, relating to: our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in the forward-looking statements included herein for a variety of reasons, including, among others: adverse trends in economic conditions generally or in the vacation ownership, vacation rental and travel industries; adverse changes to, or interruptions in, relationships with third parties; lack of available financing for or insolvency of developers; decreased demand from prospective purchasers of vacation interests; travel related health concerns, such as pandemics; changes in our senior management; regulatory changes; our ability to compete effectively; the effects of our significant indebtedness and our compliance with the terms thereof; adverse events or trends in key vacation destinations; and our ability to expand successfully in international markets and manage risks specific to international operations. Certain of these and other risks and uncertainties are discussed in our filings with the SEC. Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this release may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of our management as of the date of this press release. Except as required by applicable laws, ILG does not undertake to update these forward-looking statements.



         INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME
            (In thousands, except per share data)
                        (Unaudited)

                                Three Months Ended   Six Months Ended
                                     June 30,           June 30,
                                ------------------  ------------------
                                  2009      2008      2009      2008
                                --------  --------  --------  --------

 Revenue                        $ 98,801  $103,184  $210,042  $219,121
 Cost of sales                    30,517    33,738    62,607    69,819
                                --------  --------  --------  --------
  Gross profit                    68,284    69,446   147,435   149,302
 Selling and marketing expense    13,410    14,464    26,528    27,069
 General and administrative
  expense                         20,453    19,767    41,878    39,342
 Amortization expense of
  intangibles                      6,485     6,477    12,961    12,954
 Depreciation expense              2,494     2,392     4,657     4,627
                                --------  --------  --------  --------
  Operating income                25,442    26,346    61,411    65,310
 Other income (expense):
  Interest income                    208     5,119       597     7,135
  Interest expense                (9,470)      (53)  (18,935)     (113)
  Other expense, net              (2,240)      (40)     (830)     (540)
                                --------  --------  --------  --------
 Total other income (expense)    (11,502)    5,026   (19,168)    6,482
                                --------  --------  --------  --------
 Earnings before income taxes
  and noncontrolling interest     13,940    31,372    42,243    71,792
 Income tax provision             (5,337)  (11,881)  (16,804)  (27,485)
                                --------  --------  --------  --------
 Net income                        8,603    19,491    25,439    44,307
 Net loss (income) attributable
   to noncontrolling interest          1         1        (1)       (7)
                                --------  --------  --------  --------
 Net income attributable to
  common stockholders           $  8,604  $ 19,492  $ 25,438  $ 44,300
                                ========  ========  ========  ========

 Earnings per share
  attributable to common
  stockholders(1):
  Basic                         $   0.15  $   0.35  $   0.45  $   0.79
  Diluted                       $   0.15  $   0.35  $   0.45  $   0.79
 Weighted average number of
  shares of common stock
  outstanding(1):
  Basic                           56,359    56,179    56,345    56,179
  Diluted                         56,861    56,179    56,716    56,179

 ---------------------------------------------------------------------

 Adjusted net income(2)         $  9,862            $ 27,782
 Adjusted earnings per
  share(2):
  Basic                         $   0.17            $   0.49
  Diluted                       $   0.17            $   0.49


 (1) For the three and six months ended June 30, 2008, we computed
 basic  earnings per share  using the number of shares of common
 stock  outstanding  immediately following  the  spin-off,  as if such
 shares  were  outstanding  for the entire period. The diluted earnings
 per share for prior periods was computed based upon the dilutive
 impact of all stock-based awards outstanding  immediately following
 the spin-off, as if such awards were outstanding for the entire
 periods.

 (2) "Adjusted net income" and "adjusted  earnings per share" are
 non-GAAP measures as defined by the SEC. Please see  "Reconciliations
 of Non-GAAP Measures" for a reconciliation to the comparable GAAP
 measure.

              INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (In thousands)

                                        June 30, 2009    Dec. 31, 2008
                                        -------------    -------------
                                         (Unaudited)
 ASSETS
  Cash and cash equivalents             $     149,932    $     120,277
  Deferred membership costs                    14,889           13,816
  Other current assets                         77,465           73,128
                                        -------------    -------------
   Total current assets                       242,286          207,221
  Goodwill and intangible assets, net         632,192          644,880
  Deferred membership costs                    22,043           21,641
  Other non-current assets                     69,805           63,466
                                        -------------    -------------
  TOTAL ASSETS                          $     966,326    $     937,208
                                        =============    =============


 LIABILITIES AND EQUITY
  LIABILITIES:
  Accounts payable, trade               $      12,421    $      11,789
  Deferred revenue                            105,044           95,565
  Current portion of long-term debt             5,000           15,000
  Other current liabilities                    65,504           75,090
                                        -------------    -------------
   Total current liabilities                  187,969          197,444
  Long-term debt, net of current portion      405,721          412,242
  Deferred revenue                            138,069          134,151
  Other long-term liabilities                  72,213           63,806
  Redeemable noncontrolling interest              427              426
  TOTAL STOCKHOLDERS' EQUITY                  161,927          129,139
                                        -------------    -------------
 TOTAL LIABILITIES AND EQUITY           $     966,326    $     937,208
                                        =============    =============

              INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                           Six Months Ended June 30,
                                        ------------------------------
                                            2009             2008
                                        -------------    -------------
                                               (In thousands)
 Cash flows from operating activities:
 Net income                             $      25,439    $      44,307
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
  Amortization expense of intangibles          12,961           12,954
  Amortization of debt issuance costs           1,401               --
  Depreciation expense                          4,657            4,627
  Accretion of original issue discount            979               --
  Non-cash compensation expense                 4,196            3,093
  Deferred income taxes                        13,859             (459)
 Changes in assets and liabilities            (15,087)          10,468
                                        -------------    -------------
 Net cash provided by operating
  activities                                   48,405           74,990
 Cash flows from investing activities:
  Acquisitions, net of cash acquired               --              999
  Changes in restricted cash                      850               --
  Transfers to IAC                                 --          (61,937)
  Capital expenditures                         (7,257)          (5,617)
                                        -------------    -------------
 Net cash used in investing activities         (6,407)         (66,555)
                                        -------------    -------------
 Cash flows from financing activities
  Principal payments on term loan             (17,500)              --
  Proceeds from the exercise of
   stock options                                    7               --
  Release of deferred restricted
   stock units, net of withholding
   taxes                                         (430)              --
  Vesting of restricted stock units,
   net of withholding taxes                       (85)              --
                                        -------------    -------------
 Net cash used in financing activities        (18,008)              --
                                        -------------    -------------
 Effect of exchange rate changes on
  cash and cash equivalents                     5,665              660
                                        -------------    -------------
 Net increase in cash and cash
  equivalents                                  29,655            9,095
 Cash and cash equivalents at
  beginning of period                         120,277           67,113
                                        -------------    -------------
 Cash and cash equivalents at end of
  period                                $     149,932    $      76,208
                                        =============    =============
 Supplemental  disclosures of cash
  flow information:
  Cash paid during the period for:
   Interest                             $      18,068    $          --
   Income taxes, net of refunds,
    including amounts paid in 2008 to
    IAC for ILG's share of IAC's
    consolidated tax liability          $      20,026    $      25,990

                
                              Operating Statistics

             Three Months Ended June 30,    Six Months Ended June 30,
            ----------------------------  ----------------------------
              2009    % Change    2008      2009    % Change    2008
            --------  --------  --------  --------  --------  --------
 Interval
  Total
   active
   members
   (000's)     1,881     (5.7%)    1,995     1,881     (5.7%)    1,995
  Average
   revenue
   per
   member   $  43.95      4.4%  $  42.08  $  93.13      4.8%  $  88.85

 Aston
  Available
  room
  nights
  (000's)        394     (2.0%)      402       767     (3.9%)      798
  RevPAR    $  83.85    (23.7%) $ 109.95  $  97.41    (24.4%) $ 128.78



                  Additional Data

             Three Months Ended June 30,    Six Months Ended June 30,
            ----------------------------  ----------------------------
              2009    % Change    2008      2009    % Change    2008
            --------  --------  --------  --------  --------  --------
               (Dollars in thousands)        (Dollars in thousands)
 Interval
  Trans-
  action
  revenue   $ 47,667      0.3%  $ 47,522  $106,312      1.2%  $105,070
  Member-
   ship fee
   revenue    33,100     (2.8%)   34,058    66,121     (0.7%)   66,555
  Ancillary
   member
   revenue     2,134      2.5%     2,081     4,320      2.5%     4,216
            --------  --------  --------  --------  --------  --------
   Total
    member
    revenue   82,901     (0.9%)   83,661   176,753      0.5%   175,841
   Other
    revenue    3,996    (19.8%)    4,985     7,466    (22.5%)    9,639
            --------  --------  --------  --------  --------  --------
    Total
     reve-
     nue   $  86,897     (2.0%) $ 88,646  $184,219     (0.7%) $185,480
           =========  ========  ========  ========  ========  ========

 Aston
  Pass-
   through
   revenue  $  7,065    (17.1%) $  8,521  $ 14,506    (19.8%) $ 18,083
  Manage-
   ment
   fee
   revenue     4,839    (19.6%)    6,017    11,317    (27.3%)   15,558
            --------  --------  --------  --------  --------  --------
   Total
    revenue $ 11,904    (18.1%) $ 14,538  $ 25,823    (23.2%) $ 33,641
           =========  ========  ========  ========  ========  ========
  Aston
   gross
   margin      23.3%      5.4%     22.1%     26.7%    (6.3%)     28.5%
  Aston
   gross
   margin
   without
   pass-
   through     57.4%     7.3%      53.5%     60.9%    (1.3%)     61.7%

                  Reconciliations of Non-GAAP Measures

                                         Six Months Ended June 30,
                                 -------------------------------------
                                    2009      % Change        2008
                                 -----------  -----------  -----------
                                        (Dollars in thousands)

 Net cash provided by operating
  activities                     $    48,405       (35.5%) $    74,990
 Less: Capital expenditures           (7,257)       29.2%       (5,617)
                                 -----------  -----------  -----------
  Free cash flow                 $    41,148       (40.7%) $    69,373
                                 ===========  ===========  ===========



                                             Three Months  Six Months
                                                Ended        Ended
                                               June 30,     June 30,
                                                 2009         2009
                                              -----------  -----------
                                              (Dollars in thousands,
                                               except per share data)

 Net income attributable to
  common stockholders                         $     8,604     $ 25,438
 Incremental non-cash
  compensation expense, net of
  tax                                                 341          664
 Incremental stand-alone and
  public company costs, net of
  tax                                                 917        1,680
                                              -----------  -----------
 Adjusted net income                          $     9,862  $    27,782
                                              ===========  ===========
 Adjusted earnings per share:
  Basic                                       $      0.17  $      0.49
  Diluted                                     $      0.17  $      0.49


                           Three Months Ended June 30,
            ----------------------------------------------------------
                       2009                          2008
            ----------------------------  ----------------------------
                               Consoli-                      Consoli-
            Interval  Aston     dated     Interval   Aston    dated
            --------  --------  --------  --------  --------  --------
                             (Dollars in thousands)

 Adjusted
  EBITDA    $ 37,156  $  1,003  $ 38,159
 Incremental
  stand-
  alone and
  public
  company
  costs        1,520       (33)    1,487
            --------  --------  --------
 EBITDA       35,636     1,036    36,672  $ 35,802  $  1,111  $ 36,913
 Amortiza-
  tion
  expense
  of
  intangi-
  bles         5,249     1,236     6,485     5,241     1,236     6,477
 Deprecia-
  tion
  expense      2,293       201     2,494     2,221       171     2,392
 Non-cash
  compen-
  sation
  expense      2,128       123     2,251     1,623        75     1,698
            --------  --------  --------  --------  --------  --------
 Operating
  income
  (loss)    $ 25,966  $   (524)   25,442  $ 26,717  $   (371)   26,346
            ========  ========            ========  ========
 Interest
  income                             208                         5,119
 Interest
  expense                         (9,470)                          (53)
 Other
  non-ope-
  rating
  expense                         (2,240)                          (40)
 Income
  tax
  provision                       (5,337)                      (11,881)
                                --------                      --------

 Net income                        8,603                        19,491
 Net loss
  attribu-
  table to
  non-
  controlling
  interest                             1                             1
                                --------                      --------
 Net income
  attributable
  to common
  stockholders                  $  8,604                      $ 19,492
                                ========                      ========



                             Six Months Ended June 30,
            ----------------------------------------------------------
                       2009                          2008
            ----------------------------  ----------------------------
                               Consoli-                      Consoli-
            Interval  Aston     dated     Interval   Aston    dated
            --------  --------  --------  --------  --------  --------
                             (Dollars in thousands)

 Adjusted
  EBITDA    $ 82,788  $  3,228  $ 86,016
 Incremental
  stand-
  alone and
  public
  company
  costs        2,896      (105)    2,791
            --------  --------  --------
 EBITDA       79,892     3,333    83,225  $ 80,777  $  5,207  $ 85,984
 Amortiza-
  tion
  expense
  of
  intangi-
  bles        10,489     2,472    12,961    10,482     2,472    12,954
 Deprecia-
  tion
  expense      4,251       406     4,657     4,285       342     4,627
 Non-cash
  compen-
  sation
  expense      3,955       241     4,196    2,943        150     3,093
            --------  --------  --------  --------  --------  --------
 Operating
  income    $ 61,197  $    214    61,411  $ 63,067  $  2,243    65,310
            ========  ========            ========  ========

 Interest
  income                             597                         7,135
 Interest
  expense                        (18,935)                         (113)
 Other non-
  operating
  expense                           (830)                         (540)
 Income
  tax
  provision                      (16,804)                      (27,485)
                                --------                      --------
 Net income                       25,439                        44,307
 Net income
  attribu-
  table to
  non-
  controlling
  interest                            (1)                           (7)
                                --------                      --------
 Net income
  attributable
  to common
  stockholders                  $ 25,438                      $ 44,300
                                ========                      ========

Glossary of Terms

Adjusted Diluted EPS -- Adjusted Net Income divided by the weighted average number of shares of common stock and dilutive securities outstanding during the period.

Adjusted EBITDA -- Net income, excluding, if applicable (1) non-cash compensation expense, (2) depreciation expense, (3) amortization expense, (4) goodwill and asset impairments, (5) income taxes, (6) interest income and interest expense and (7) other non-operating income and expense and (8) stand-alone and public company expense. The Company's presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

Adjusted Net Income -- Net income attributable to common stockholders, excluding incremental non-cash compensation expense and incremental stand-alone and public company costs, all net of tax.

Ancillary Member Revenue -- Other member related revenue including insurance and travel related services.

Available Room Nights -- Number of nights available at Aston-managed vacation properties during the period.

Average Revenue per Member -- Membership fee revenue, transaction revenue and ancillary member revenue for the applicable period, divided by the monthly weighted average number of active members during the applicable period.

Constant Currency -- Represents comparison eliminating the effects of foreign currency translation between periods.

EBITDA -- Net income, excluding, if applicable (1) non-cash compensation expense, (2) depreciation expense, (3) amortization expense, (4) goodwill and asset impairments, (5) income taxes, (6) interest income and interest expense and (7) other non-operating income and expense. The Company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

Free Cash Flow -- Cash provided by operating activities less capital expenditures.

Gross Lodging Revenue -- Total room revenue collected from all Aston-managed occupied rooms during the period.

Pass-through Revenue -- Represents the compensation and other employee-related costs directly associated with Aston's management of the properties that are included in both revenue and cost of sales and that are passed on to the property owners without mark-up. Management believes presenting gross margin without these expenses provides management and investors a relevant period-over-period comparison.

RevPAR -- Gross Lodging Revenue divided by Available Room Nights during the period.

Total Active Members -- Active members of Interval's primary exchange network as of the end of the period. Active members are members in good standing that have paid membership fees and any other applicable charges in full as of the end of the period or are within the allowed grace period.

Transaction Revenue -- Transactional and service fees paid primarily for exchanges, Getaways, and reservation servicing.


            

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