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2007 Results
- Third quarter gross bookings increased 11 percent to $2.6 billion and year to date gross bookings increased 14 percent to $8.4 billion.
- Third quarter net revenue increased 20 percent and year to date net revenue increased 16 percent.
- Third quarter net loss of $32 million was driven by a $32 million non-cash valuation allowance on deferred tax assets.
- Adjusted EBITDA was $43 million in the third quarter of 2007, up 23 percent from Adjusted EBITDA of $35 million in the third quarter of 2006.
CHICAGO, Nov. 12 /PRNewswire-FirstCall/ -- Orbitz Worldwide, Inc. (NYSE: OWW) today announced that for the third quarter ended September 30, 2007, net revenue increased 20 percent to $221 million from $184 million for the third quarter of 2006. Year to date, net revenue increased 16 percent over the first nine months of 2006. Orbitz Worldwide reported a net loss in the third quarter of 2007 of $32 million, as compared to a net loss in the third quarter of 2006 of $9 million. Excluding the $32 million non-cash deferred tax valuation allowance that was recorded in the quarter in connection with the initial public offering (IPO), and as required under SFAS No. 109, Accounting for Income Taxes, net income would have been break-even. Year to date, Orbitz Worldwide reported a net loss of $74 million as compared to a net loss of $141 million in the first nine months of 2006.
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Adjusted EBITDA for the third quarter of 2007 was $43 million, an increase of 23 percent over Adjusted EBITDA of $35 million for the third quarter of 2006. Year to date Adjusted EBITDA was $107 million, an increase of 32 percent over the first nine months of 2006. Adjusted earnings per share were $0.23 for the third quarter of 2007 and $0.55 for the nine months ended September 30, 2007. The attached Appendix A entitled "Non-GAAP Financial Measures" provides a definition and information about the use of non-GAAP financial measures in this press release and reconciles these non-GAAP financial measures to the GAAP financial measures that Orbitz Worldwide considers to be the most comparable.
"Our third quarter 2007 financial performance improved sharply over 2006 levels as evidenced by our 23 percent growth in Adjusted EBITDA. Our international businesses and CheapTickets posted particularly strong year over year revenue growth. In the U.K., our new technology platform has been well received by ebookers customers, and we expect it to continue to drive both top-line growth and operating efficiencies.
Our focus is on executing the strategic plan we outlined during the IPO process. To that end, we continue to roll out our new technology platform across our European sites and we will invest in our growing international hotel business as we remain focused on increasing our mix of non-air revenue," said Steve Barnhart, CEO and president of Orbitz Worldwide.
Third Quarter 2007 Financial Highlights
Gross Bookings and Net Revenue
For the third quarter of 2007, Orbitz Worldwide's gross bookings increased 11 percent to $2.6 billion versus $2.4 billion for the third quarter of 2006. International gross bookings increased 31 percent (20 percent after adjusting for the impact of foreign exchange), while domestic gross bookings increased 8 percent for the third quarter of 2007 as compared to the third quarter of 2006. The increase in gross bookings was due primarily to a higher volume of air travel and dynamic packaging domestically and strong growth internationally at ebookers, HotelClub and RatesToGo.
Third quarter 2007 net revenue increased 20 percent over third quarter 2006. On a comparable basis, adjusting for purchase accounting impacts in the third quarter of 2006 and the sale of an offline U.K. travel business in the third quarter of 2007, net revenue increased 12 percent.
-- Air revenue. Air revenue was $92 million for the third quarter of
2007, up from $85 million, or 8 percent, in the third quarter of 2006.
Higher volume globally drove this year-over-year increase. On a
comparable basis, air revenue increased 14 percent for the third
quarter of 2007 as compared to the third quarter of 2006.
-- Non-air and other revenue. Non-air and other revenue was $129 million
for the third quarter of 2007, up from $99 million, or 30 percent, in
the third quarter of 2006. This increase was due primarily to a shift
to merchant bookings from retail bookings, higher domestic Average
Daily Rates for hotel, growth in dynamic packaging and international
hotel bookings, and higher revenue from travel insurance. On a
comparable basis, non-air and other revenue increased 10 percent for
the third quarter of 2007 as compared to the third quarter of 2006.
Additional operating metrics used by management to evaluate the results of Orbitz Worldwide are attached to this press release in Appendix B.
Expenses
Orbitz Worldwide's cost of revenue was $36 million in the third quarter of 2007 and $116 million for the first nine months of 2007. Cost of revenue increased over prior year levels primarily because of higher global transaction volume, including higher dynamic packaging and merchant hotel bookings.
Selling, General and Administrative (SG&A) expenses increased 5% to $149 million for the third quarter of 2007 compared to SG&A expenses of $142 million in the third quarter of 2006. Third quarter marketing expenses increased 11 percent year over year, to $78 million. Compared to the third quarter of 2006, Orbitz Worldwide incurred higher consulting costs, accounting fees and travel expenses in the third quarter of 2007 in connection with both its IPO and roll out of the new technology platform. These increases were partially offset by lower wages, benefits and U.K. and U.S. facilities costs.
Adjusted EBITDA
Adjusted EBITDA was $43 million in the third quarter of 2007, as compared to Adjusted EBITDA for the third quarter of 2006 of $35 million, an increase of 23 percent. On a nine month basis, Adjusted EBITDA increased 32 percent to $107 million in 2007 from $81 million in 2006.
Interest and Taxes
Orbitz Worldwide incurred interest expense of $19 million in the third quarter of 2007, as compared to interest expense of $7 million in the third quarter of 2006. This increase primarily reflects the impact of the new $600 million term loan the company entered into in conjunction with the IPO in late July 2007.
In connection with the IPO and in accordance with SFAS No. 109, Orbitz Worldwide recognized a $32 million non-cash valuation allowance against a deferred tax asset related to ebookers' U.K. operations. Prior to the IPO, ebookers had the ability to realize these losses through offsetting taxable income of other Travelport subsidiaries and affiliates in the U.K., and therefore this deferred tax asset had been included in the combined financial statements of Orbitz Worldwide on that basis. As a result of the IPO, ebookers' U.K. tax losses could no longer be consolidated with other Travelport subsidiaries, which resulted in a $32 million non-cash charge in the third quarter of 2007.
Cash Flow
Orbitz Worldwide generated cash flow from operations of $112 million for the nine months ended September 30, 2007 compared to $154 million for the nine months ended September 30, 2006. This $42 million decrease in year to date 2007 operating cash flow is primarily attributed to: $52 million of cash interest payments made in the third quarter of 2007, of which $43 million was payable under the company's $860 million intercompany loan that was repaid in connection with the IPO and $9 million was payable under the company's $600 million term loan (the company had no outstanding debt in 2006); the delayed receipt of $11 million in receivables in the third quarter 2007 at one of the company's international subsidiaries; and approximately $3 million of incremental public company costs incurred in the third quarter of 2007, which were not incurred in 2006. The combined impact of these factors more than offset the normal increase in operating cash flow expected due to the growth of the business. Orbitz Worldwide expects to receive the $11 million in receivables in the fourth quarter of 2007.
Other Highlights
-- Orbitz Worldwide migrated its ebookers U.K. operations onto a new IT
platform in July 2007. Ireland is on schedule to begin migration by
year-end 2007. The complete migration of all 13 of the ebookers
websites is expected by the end of 2008. In conjunction with this
initial migration, hotel inventory available through ebookers in the
U.K. has nearly tripled. As a result of both broader inventory and
improved functionality, overall hotel growth rates have increased
significantly at ebookers in the U.K. since the site launch.
-- Orbitz Worldwide consolidated its corporate travel solutions group into
a single brand, Orbitz for Business, which will provide efficiencies in
marketing and greater brand recognition. In addition, Orbitz Worldwide
signed new corporate accounts, including the University of California
and its nine campus collegiate organization which have approximately
40,000 business travelers.
-- Orbitz.com and CheapTickets.com became Virgin America's first online
distribution partners as Virgin America launched their U.S. service in
July 2007.
-- Orbitz Worldwide beta launched OrbitzTLC Traveler Update, which enables
travelers to post updates on the status of local travel conditions,
including security wait times and traffic, via PDA or text messaging
for more than 40 airports across the United States. The microsite is
enhanced by data from the Transportation Security Administration, local
airport parking and traffic, plus weather updates.
Quarterly Conference Call
Orbitz Worldwide will host a conference call to discuss its third quarter results at 5:00 p.m. ET (4:00 p.m. CT) today, which can be accessed by dialing 1-888-928-9510 (1-210-234-0007 outside the United States) (Passcode: OWW Earnings). A live webcast of the conference call can be accessed through the Orbitz Worldwide Investor Relations website at http://orbitz-ir.com. In addition, an audio replay of the conference call will be available for a period of 30 days by calling 1- 800-239-4499 (1-402-220-9696 outside the United States) and an archive of the webcast can be accessed through the Orbitz Worldwide Investor Relations website for a period of 30 days.
About Orbitz Worldwide
Orbitz Worldwide (NYSE: OWW) is a leading global online travel company that uses innovative technology to enable leisure and business travelers to research, plan and book a broad range of travel products. Orbitz Worldwide owns and operates a portfolio of consumer brands that includes Orbitz (http://www.orbitz.com), CheapTickets (http://www.cheaptickets.com), ebookers (http://www.ebookers.com), HotelClub (http://www.hotelclub.com), RatesToGo (http://www.ratestogo.com), the Away Network (http://www.away.com) and corporate travel brand Orbitz for Business (http://www.orbitzforbusiness.com). For more information, visit the Orbitz Worldwide Investor Relations website at http://www.orbitz-ir.com.
Forward-Looking Statements
This press release and its attachments contain forward-looking statements that involve risks, uncertainties and other factors concerning among other things, Orbitz Worldwide's (the "Company") expected financial performance and its strategic operational plans. The Company's actual results could differ materially from the results expressed or implied by such forward-looking statements and reported results should not be considered as an indication of future performance. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward- looking statements in this press release and its attachments include, but are not limited to, competition in the travel industry; factors affecting the level of travel activity, particularly air travel volume; maintenance and protection of the Company's information technology and intellectual property; the outcome of pending litigation; the Company's significant indebtedness; future acquisition opportunities and the Company's ability to successfully integrate acquired businesses and realize their anticipated benefits; risks associated with doing business in multiple currencies; trends in the travel industry; and general economic and business conditions. More information regarding these and other risks, uncertainties and factors is contained in the section entitled "Risk Factors" in the Company's Prospectus dated July 19, 2007, which is on file with the Securities and Exchange Commission ("SEC") and available on the SEC's website at www.sec.gov or the Company's Investor Relations website at http://orbitz-ir.com. Additional information will also be set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which will be filed with the SEC in the fourth quarter of 2007. You are cautioned not to unduly rely on these forward- looking statements, which speak only as of the date of this press release. All information in this press release and its attachments is as of November 12, 2007 and unless required by law, Orbitz Worldwide undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to report the occurrence of unanticipated events.
About Basis of Presentation
The unaudited interim condensed consolidated financial statements included in this press release have been carved out of the historical financial statements of Cendant Corporation ("Cendant") for the period prior to Travelport's acquisition of the travel related businesses of Cendant on August 23, 2006 (the "Blackstone Acquisition") and the historical financial statements of Travelport for the period subsequent to the Blackstone Acquisition. In connection with the Blackstone Acquisition, the carrying values of the Company's assets and liabilities were revised to reflect their fair values as of August 23, 2006, based upon an allocation of the overall purchase price of Travelport to the underlying net assets of the various Travelport affiliates acquired. The accompanying unaudited interim condensed consolidated financial statements present separately the financial position, results of operations and cash flows for Orbitz Worldwide on a "Successor" basis (reflecting the Company's ownership by Travelport) and "Predecessor" basis (reflecting the Company's ownership by Cendant). The financial information of the Company has been separated by a vertical line on the face of the financial statements to identify these different bases of accounting.
Prior to an intercompany restructuring that was completed on July 18, 2007 (the "Reorganization"), the Company's businesses were operated by Cendant and Travelport as a part of their broader corporate organizations, rather than as a separate consolidated entity. Prior to the Reorganization, there was no single capital structure upon which to calculate historical earnings (loss) per share information for the Orbitz Worldwide businesses. Accordingly, earnings (loss) per share information have not been presented for historical periods prior to the Reorganization.
The discussion and analysis of the Company's results of operations and financial condition in this press release cover periods both prior to and subsequent to the Blackstone Acquisition. The results are discussed on a combined basis throughout this release. The discussion and analysis of historical periods prior to August 23, 2006 does not reflect the impact that the Blackstone Acquisition had on the Company's results, including the effect of purchase accounting adjustments. Therefore, the combined results of the Successor and the Predecessor for the periods in 2006 are not necessarily comparable. The presentation of the results for the three and nine months ended September 30, 2006 on a combined basis does not comply with U.S. generally-accepted accounting principles (''GAAP''); however, the Company believes that this provides useful information to assess the relative performance of the Company's businesses in the periods presented in the financial statements on an ongoing basis. The captions included within the Company's statements of operations that are materially impacted by this change in basis of accounting include net revenue, depreciation and amortization and impairment of goodwill and intangible assets.
About Non-GAAP Financial Measures
This press release and its attachments include certain non-GAAP financial measures as defined by the SEC. These measures may be different from non-GAAP measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Further information regarding the non-GAAP financial measures included in this press release are contained in Appendix A attached to this press release.
ORBITZ WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in millions, except share and per share data)
Period Period Three Three Period
from from Months Months from
July 1, August 23, Ended Ended January 1,
2006 to 2006 to September September 2006
August September 30, 2006 30, 2007 to August
22, 2006 30, 2006 22, 2006
Predecessor Successor Combined Successor Predecessor
Net Revenue $121 $63 $184 $221 $510
Cost and Expenses
Cost of Revenue 17 13 30 36 75
Selling, General
and Administrative 82 60 142 149 379
Depreciation and
Amortization 8 6 14 17 37
Impairment of
Intangible Assets - - - - 122
Total Operating Expenses 107 79 186 202 613
Operating Income (Loss) 14 (16) (2) 19 (103)
Interest Expense, Net 3 4 7 19 18
Other Income, Net 1 - 1 - 1
Income (Loss) before
Income Taxes 12 (20) (8) - (120)
Provision for
Income Taxes 1 - 1 32 1
Net Income (Loss) $11 $(20) $(9) $(32) $(121)
Period
from
August 23, Nine Months Nine Months
2006 to Ended Ended
September September September
30, 2006 30, 2006 30, 2007
Successor Combined Successor
Net Revenue $63 $573 $662
Cost and Expenses
Cost of Revenue 13 88 116
Selling, General and Administrative 60 439 477
Depreciation and Amortization 6 43 42
Impairment of Intangible Assets - 122 -
Total Operating Expenses 79 692 635
Operating Income (Loss) (16) (119) 27
Interest Expense, Net 4 22 66
Other Income, Net - 1 -
Income (Loss) before Income Taxes (20) (140) (39)
Provision for Income Taxes - 1 35
Net Income (Loss) $(20) $(141) $(74)
Period from
July 18, 2007 to
September 30,
2007
Net Loss $(31)
Net Loss Per Share - Basic and
Diluted:
Net Loss Per Share $(0.38)
Weighted Average Shares Outstanding 79,807,770
ORBITZ WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share data)
December 31, 2006 September 30, 2007
Assets
Current assets:
Cash and cash equivalents $28 $58
Accounts receivable (net of
allowance for doubtful accounts
of $3 and $3, respectively) 51 67
Prepaid expenses 10 19
Security deposits 7 8
Other current assets 8 12
Total current assets 104 164
Property and equipment, net 166 182
Goodwill 1,190 1,190
Trademarks and trade names 311 314
Other intangible assets, net 88 73
Due from related parties 100 -
Deferred income taxes 62 19
Other non-current assets 40 44
Total Assets $2,061 $1,986
Liabilities and Invested
Equity/Shareholders' Equity
Current liabilities:
Accounts payable $123 $134
Accrued expenses 234 261
Deferred income 25 39
Term loan, current portion - 6
Other current liabilities 5 2
Total current liabilities 387 442
Due to related parties 205 1
Term loan, net of current portion - 594
Tax sharing liability 126 130
Unfavorable contracts 45 17
Other non-current liabilities 31 40
Total Liabilities 794 1,224
Commitments and contingencies
Minority interest - 12
Invested Equity/Shareholders' Equity:
Travelport net investment 1,265 -
Preferred stock, $0.01 par value,
100 shares authorized, no
shares issued or outstanding - -
Common stock, $0.01 par value,
140,000,000 shares authorized, 0
and 83,027,963 shares issued
and outstanding, respectively - 1
Additional paid in capital - 890
Accumulated deficit - (140)
Accumulated other comprehensive
income (loss) 2 (1)
Total Invested Equity/Shareholders'
Equity 1,267 750
Total Liabilities and Invested
Equity/Shareholders' Equity $2,061 $1,986
ORBITZ WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
Period Period
from from Nine Nine
January August Months Months
1, 2006 to 23, 2006 Ended Ended
August to Sept. Sept. Sept.
22,2006 30,2006 30,2006 30,2007
Predecessor Successor Combined Successor
Operating activities:
Net (loss) ($121) ($20) ($141) ($74)
Adjustments to reconcile
net (loss) to net
cash provided by
operating activities:
Depreciation and amortization 37 6 43 42
Non-cash revenue (8) (3) (11) (7)
Impairment of goodwill
and intangible assets 122 - 122 -
Interest expense 18 4 22 14
Deferred income taxes (16) 1 (15) 34
Stock compensation 4 1 5 4
Provision for bad debts 1 - 1 3
Changes in assets and
liabilities, net of
effects from acquisitions:
Accounts receivable (7) 6 (1) (20)
Deferred income 15 15 30 12
Accounts payable, accrued
expenses and other
current liabilities 119 17 136 119
Other (38) 1 (37) (15)
Net cash provided by operating
activities 126 28 154 112
Investing activities:
Property and equipment additions (55) (7) (62) (36)
Proceeds from sale of business, net
of cash assumed by buyer - - - (31)
Investments 1 - 1 -
Net cash (used in) investing
activities (54) (7) (61) (67)
Financing activities:
Proceeds from initial public
offering, net of offering costs - - - 477
Proceeds from issuance of debt, net
of issuance costs - - - 595
Repayment of note payable to
Travelport - - - (860)
Dividend to Travelport - - - (109)
Payment for settlement of
intercompany balances with
Travelport - - - (23)
Capital contributions
from Travelport - - - 25
Capital lease and debt
payments (3) - (3) (1)
Advances to Travelport (36) (2) (38) (122)
Payment for settlement of
tax sharing liability (31) - (31) -
Net cash (used in) financing
activities (70) (2) (72) (18)
Effects of changes in exchange rates
on cash and cash equivalents 1 (6) (5) 3
Net increase in cash and cash
equivalents 3 13 16 30
Cash and cash equivalents at
beginning of period 33 36 33 28
Cash and cash equivalents at end of
period $36 $49 $49 $58
Supplemental Disclosure of Cash Flow
Information:
Income tax payments, net $6 $ - $6 $8
Interest payments, net of
capitalized interest $4 $ - $4 $49
Non-cash Financing Activity:
Capital expenditures incurred
not yet paid $3 $4 $4 $2
Non-cash capital contributions and
distributions to Travelport $- $- $- ($814)
Non-cash forgiveness of receivable
from Cendant ($67) $- ($67) $-
Non-cash use of tax benefits by
Cendant $10 $- $10 $-
Non-GAAP Financial Measures
EBITDA is a performance measure used by management that is defined as net loss plus: interest expense, provision for income taxes and depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted for certain items as described in the table below.
EBITDA and adjusted EBITDA, as presented on a combined basis for the three and nine months ended September 30, 2006 and September 30, 2007, are not defined under U.S. generally-accepted accounting principles, and do not purport to be an alternative to net loss as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly-titled measures used by other companies.
Orbitz Worldwide uses and believes investors benefit from the presentation of EBITDA and adjusted EBITDA in evaluating its operating performance because they provide the Company and its investors with an additional tool to compare its operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect the Company's core operations. Orbitz Worldwide believes that EBITDA and adjusted EBITDA are useful to investors and other external users of the Company's financial statements in evaluating the Company's operating performance and cash flow because:
-- EBITDA is widely used by investors to measure a company's operating
performance without regard to items such as interest expense, income
taxes, depreciation and amortization, which can vary substantially from
company to company depending upon accounting methods and book value of
assets, capital structure and the method by which assets were acquired;
and
-- Investors commonly adjust EBITDA information to eliminate the effect of
non-recurring items such as restructuring charges, as well as non-cash
items such as impairment of goodwill and intangible assets and equity
compensation, all of which vary widely from company to company and
impact comparability.
Orbitz Worldwide's management uses adjusted EBITDA:
-- As a measure of operating performance to assist in comparing
performance from period to period on a consistent basis;
-- As a measure for planning and forecasting overall expectations and for
evaluating actual results against such expectations; and
-- As a performance evaluation metric off which to base executive and
employee incentive compensation programs.
Adjusted Net Income is a performance measure used by management and is defined as net loss plus:
(1) Goodwill and intangible asset impairment charges
(2) One-time charges
(3) Stock-based compensation expense
(4) Amortization expense on intangible assets
(5) Public company costs
(6) Non-cash interest expense on the tax sharing agreement
(7) Non-cash taxes
This measure captures all income statement items that have been, or ultimately will be, settled in cash.
Adjusted Net Income is useful to investors because it represents the Company's combined results, taking into account depreciation, which management believes is an ongoing cost of doing business, but excluding the impact of other non-cash expenses and items not directly tied to the core operations of the Company's business.
Adjusted Earnings Per Share ("EPS") is also used by management to measure performance and is defined as Adjusted Net Income divided by weighted average diluted shares outstanding for purposes of Adjusted EPS. The weighted average common shares outstanding used in the calculation of diluted adjusted earnings (loss) per share for periods prior to the IPO represent the total shares of common stock outstanding immediately following the IPO, excluding restricted stock units, restricted stock and stock options issued to employees in connection with the IPO. The weighted average common shares outstanding used in the calculation of diluted adjusted earnings per share for periods following the IPO include the dilutive impact of restricted stock units, restricted stock and stock options issued to employees in connection with the IPO. This differs from the weighted average diluted shares outstanding used for purposes of calculating GAAP Earnings Per Share.
Adjusted Net Income and Adjusted EPS are not defined under GAAP and do not purport to be an alternative to net income or EPS as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, the accompanying reconciliation of Adjusted Net Income and Adjusted EPS may not be comparable to other similarly-titled measures used by other companies.
Orbitz Worldwide uses, and believes investors benefit from, the presentation of Adjusted Net Income and Adjusted EPS because it provides the Company and its investors with an additional tool to compare the Company's operating performance on a consistent basis by excluding the impact of certain non-cash expenses or non-recurring items that are not directly attributed to the Company's core operations.
The following table provides a reconciliation of net loss to EBITDA:
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
September September September September
30, 2006 30, 2007 30, 2006 30, 2007
Combined Successor Combined Successor
(in millions)
Net loss $(9) $(32) $(141) $(74)
Interest expense 7 19 22 66
Provision for income taxes 1 32 1 35
Depreciation and amortization 14 17 43 42
EBITDA $13 $36 $(75) $69
EBITDA was adjusted by the items listed and described in more detail below. The following table provides a reconciliation of EBITDA to Adjusted EBITDA.
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
September September September September
30, 2006 30, 2007 30, 2006 30, 2007
Combined Successor Combined Successor
(in millions)
EBITDA $13 $36 $(75) $69
Goodwill and intangible
impairment expense(a) - - 122 -
Purchase accounting
adjustments(b) 21 - 21 6
Corporate allocations and other
direct corporate costs(c) 4 1 11 7
Global platform expense(d) 1 3 3 7
Stock-based compensation
expense(e) 1 1 4 4
Restructuring and moving
expenses(f) - 1 9 1
Travelport corporate solutions
adjustments(g) (1) - (3) -
Public company costs(h) (4) (1) (11) (8)
Professional services fees (i) - 1 - 7
Contract exit costs (j) - - - 13
Adjustment to tax sharing
liability (k) - 1 - 1
Adjusted EBITDA (l) $35 $43 $81 $107
The following table provides a reconciliation of net loss to Adjusted Net Income and Adjusted EPS:
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September September September September
30, 2006 30, 2007 30, 2006 30, 2007
Combined Successor Combined Successor
(in millions)
Net loss $(9) $(32) $(141) $(74)
Goodwill and intangible
impairment expense (a) - - 122 -
Purchase accounting
adjustments (b) 21 - 21 6
Corporate allocations
and other direct
corporate costs (c) 4 1 11 7
Global platform
expense (d) 1 3 3 7
Stock-based compensation
expense (e) 1 1 4 4
Restructuring and moving
expenses (f) - 1 9 1
Travelport corporate
solutions adjustments (g) (1) - (3) -
Public company costs (h) (4) (1) (11) (8)
Professional services
fees (i) - 1 - 7
Contract exit costs (j) - - - 13
Adjustment to tax sharing
liability (k) - 1 - 1
Amortization on
intangibles (m) 3 5 6 15
Interest on debt (n) (10) 3 (29) 20
Interest on cash (o) 1 - 3 2
Interest on tax sharing
agreement (p) 5 5 16 11
Adjustment to tax (q) (3) 32 (17) 34
Adjusted net income (loss) $9 $20 $(6) $46
Weighted average common
shares outstanding for
basic adjusted earnings
per share 82,912,526 82,969,066 82,912,526 82,933,855
Dilutive restricted stock
units and restricted
stock - 157,869 - 53,201
Weighted average common
shares outstanding for
diluted adjusted earnings
per share 82,912,526 83,126,935 82,912,526 82,987,056
Adjusted earnings (loss) per
share (r) (s) $0.11 $0.23 $(0.08) $0.55
(a) Represents the charge recorded for impairment of goodwill and
intangible assets. The impairment is primarily related to a decline in
ebookers' fair value relative to its carrying value, which was the
result of poor operating performance occurring after the asset was
acquired by Cendant.
(b) Represents the purchase accounting adjustments made at the time of the
Blackstone Acquisition in order to reflect the fair value of deferred
revenue and accrued liabilities on the opening balance sheet date.
These adjustments, which are non-recurring in nature, reduced deferred
revenue and accrued liabilities and resulted in a reduction in revenue
and operating income for the period from August 23, 2006 to September
30, 2006 and the three and nine months ended September 30, 2007.
(c) Represents corporate allocations and direct costs for services
performed on the Company's behalf by Cendant or Travelport through the
date of the Company's initial public offering (''IPO''). Following the
IPO, the Company now performs these services with either internal or
external resources, although continues to utilize Travelport for
certain services under a transition services agreement. Refer to
footnote (h) below for a discussion of the Company's estimate of costs
it would have incurred had it been operating as a public company for
all of the periods presented above.
(d) Represents costs associated with operating two technology platforms
simultaneously as the Company invests in its global technology
platform. These development and duplicative technology expenses are
expected to cease in 2008 following the migration of certain of the
Company's operations to the global technology platform.
(e) Primarily represents non-cash stock compensation expense; also
includes expense related to restricted cash awards granted as a
private company.
(f) Represents non-recurring costs incurred as part of the Company's
separation from Cendant due to the Blackstone Acquisition and the
costs of relocating the Company's corporate offices.
(g) Represents the difference in the historical amounts earned from
Galileo by the Company's corporate travel solutions business and the
amount that would have been earned under the Company's new arrangement
with Galileo if such arrangement had been in place as of the beginning
of the period presented.
(h) Certain corporate costs were previously incurred on the Company's
behalf by Cendant or Travelport. This adjustment represents the
Company's estimate of costs it would have expected to incur for
certain headquarters and public company costs had it been operating as
a public company for all of the periods presented above, including
costs for services which were previously provided by Travelport or
Cendant and adjusted for in footnote (c) above. These costs include
tax, treasury, internal audit, board of directors' costs, and similar
items. Also included are costs for directors and officers insurance,
audit, investor relations and other public company costs. The amount
shown for the three months ended September 30, 2007 includes the
Company's estimate of such costs for the first 18 days of the third
quarter of 2007.
(i) Represents one-time accounting and consulting services primarily
associated with the IPO and post-IPO transition period.
(j) Represents costs to exit an online marketing services agreement.
(k) Represents an adjustment recorded to properly reflect the fair value
of the tax sharing liability following the re-negotiation of the
Worldspan contract.
(l) Includes EBITDA of Tecnovate, an Indian services organization that the
Company sold on July 5, 2007, of $1 million and almost nil for the
three months ended September 30, 2006 and 2007, respectively, and $3
million and $2 million for the nine months ended September 30, 2006
and 2007, respectively. Also includes EBITDA of Travelbag (an offline
U.K. travel business) that the Company sold on July 16, 2007, of $3
million and almost nil for the three months ended September 30, 2006
and 2007, respectively, and $1 million and $(2) million for the nine
months ended September 30, 2006 and 2007, respectively. Travelbag had
net revenues of $8 million and $2 million and gross bookings of $63
million and $12 million for the three months ended September 30, 2006
and 2007, respectively. Net revenues for Travelbag for the nine months
ended September 30, 2006 and 2007 were $21 million and $15 million,
respectively, and gross bookings were $178 million and $136 million
for these same periods. Includes air revenue of Travelbag of $5
million and $1 million for the three months ended September 30, 2006
and 2007, respectively, and $12 million and $8 million for the nine
months ended September 30, 2006 and 2007, respectively. Includes non-
air and other revenue of Travelbag of $3 million and $1 million for
the three months ended September 30, 2006 and 2007, respectively, and
$9 million and $7 million for the nine months ended September 30, 2006
and 2007, respectively.
(m) Represents the non-cash amortization of intangible assets during the
period.
(n) Represents the net impact on interest expense from the replacement of
the intercompany trade payables to Travelport with the issuance of
$600 million in concurrent debt financing from the IPO, as if it had
been in place at January 1, 2006.
(o) Represents interest earned on $75 million of cash received from the
IPO and assumes that this cash was outstanding as of January 1, 2006
and earned interest at a rate of 5%.
(p) Represents the non-cash interest expense associated with the Orbitz
Worldwide tax sharing agreement.
(q) Represents the cash impact of taxes on adjusted net income. This
amount is calculated as the current portion of the tax provision less
the book tax of the Company plus payments made to the founding
airlines as part of the tax sharing agreement.
(r) Adjusted earnings per share may not recalculate based on adjusted net
earnings shown in the table above due to rounding.
(s) The weighted average common shares outstanding used in the calculation
of diluted adjusted earnings (loss) per share for periods prior to the
IPO represent the total shares of common stock outstanding immediately
following the IPO, excluding restricted stock units, restricted stock
and stock options issued to employees in connection with the IPO. The
weighted average common shares outstanding used in the calculation of
diluted adjusted earnings per share for periods following the IPO
include the dilutive impact of restricted stock units, restricted
stock and stock options issued to employees in connection with the
IPO.
Summary of Key Operating Metrics
Three Months Nine Months
Ended Ended
Sept. 30, Sept. 30, % Sept. 30, Sept. 30, %
2006 2007 Change 2006 2007 Change
($ in millions)
Gross Bookings(a) $2,368 $2,625 11% $7,420 $8,435 14%
Air 1,711 1,913 12% 5,465 6,204 14%
Non-Air + Other 657 712 8% 1,955 2,231 14%
Domestic 2,091 2,262 8% 6,635 7,389 11%
International 277 363 31% 785 1,046 33%
Net Revenue(b) 184 221 20% 573 662 16%
Air 85 92 8% 270 294 9%
Non-Air + Other 99 129 30% 303 368 21%
Domestic 151 175 16% 465 526 13%
International 33 46 39% 108 136 26%
Net Loss (9) (32) 256% (141) (74) -48%
EBITDA 13 36 177% (75) 69 -192%
Adjustments 22 7 ** 156 38 **
Adjusted EBITDA 35 43 23% 81 107 32%
** Not meaningful
(a) Excludes gross bookings for an offline U.K. travel business (see Note
L in Adjusted Net Income table).
(b) Purchase accounting adjustments recorded in the three months ended
September 30, 2006 accounted for $21 million of the increase in net
revenue from the three months ended September 30, 2006 to the three
months ended September 30, 2007. Excluding the impact of purchase
accounting adjustments, net revenue of our non-air and other business
increased 7% from the three months ended September 30, 2006 to the
three months ended September 30, 2007. The net impact of purchase
accounting adjustments recorded as a reduction to net revenue in the
nine months ended September 30, 2006 and 2007 of $21 million and $6
million, respectively, drove $15 million of the increase in net
revenue from our non-air and other business from the nine months ended
September 30, 2006 to the nine months ended September 30, 2007.
Excluding the impact of purchase accounting adjustments, net revenue
of our non-air and other businesses increased 15% from the nine months
ended September 30, 2006 to the nine months ended September 30, 2007.
SOURCE Orbitz Worldwide, Inc.
CONTACT: Media, Brian Hoyt, +1-312-894-6890, bhoyt@orbitz.com, or Investors, Marsha Williams, +1-312-260-2415, marsha.williams@orbitz.com, or Frank Petito, +1-312- 894-4830, fpetito@orbitz.com, all of Orbitz Worldwide, Inc. -0- Nov/12/2007 21:21 GMT
Last Updated: November 12, 2007 16:21 EST
