Interval Leisure Group Reports Third Quarter 2009 Results


MIAMI, Nov. 12, 2009 (GLOBE NEWSWIRE) -- Interval Leisure Group (Nasdaq:IILG) ("ILG") today announced results for the three months ended September 30, 2009.



 THIRD QUARTER 2009 HIGHLIGHTS

 * ILG generated diluted earnings per share of $0.14
 * Consolidated EBITDA was $34.9 million
 * Third consecutive quarter of gross margin year-over-year
   improvement
 * The Interval segment delivered revenue of $83.3 million, or
   $84.6 million in constant currency.  Interval segment adjusted
   EBITDA, in constant currency, increased 1.7%
 * Average revenue per member increased 5.1%
 * Interval affiliated 21 resorts in 13 countries during the
   third quarter
 * Net cash from operating activities was $66.2 million and free
   cash flow was $54.6 million for the first nine months of 2009

"ILG has now completed four quarters as a stand-alone public company. We have consistently reported results that reflect the strength of our value proposition to developers, owners and members. In the third quarter, our disciplined approach to running our business once again delivered respectable EBITDA figures and we continue to benefit from a strong balance sheet," said Craig M. Nash, Chairman, President and Chief Executive Officer of Interval Leisure Group. "While conditions for many developers continue to be challenging, we have seen improvement in the availability of credit to a number of our clients. Additionally, we have recently started to expand the Aston footprint to include vacation destinations beyond the Hawaiian Islands. When economic recovery occurs, we believe that ILG is well positioned to benefit."

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



 
                                            Three     Three     Year
                                            Months    Months    Over
                                            Ended     Ended     Year
 Metrics                                   9/30/09   9/30/08   Change
 ---------------------------------------------------------------------
 Revenue                                  $   97.3  $  101.7    (4.3%)
  Interval revenue                            83.3      85.5    (2.6%)
  Aston revenue                               14.0      16.1   (12.9%)
 Gross profit                                 67.5      69.3    (2.6%)
 Adjusted net income **                        7.7      12.5   (38.8%)
 Net income attributable to common
  stockholders                                 8.1      12.5   (35.0%)
 Adjusted diluted EPS **                      0.13      0.22   (40.9%)
 Diluted earnings per share                   0.14      0.22   (36.4%)
 Adjusted EBITDA**                            35.3      36.6    (3.4%)
 EBITDA**                                     34.9      36.6    (4.7%)
 ---------------------------------------------------------------------


                                            As of    As of
 Balance sheet data                        9/30/09  12/31/08   Change
 ---------------------------------------------------------------------
 Cash and cash equivalents                $  153.4  $  120.3    27.5%
 Debt                                        402.5     427.2    (5.8%)

 ** "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

Third Quarter 2009 Consolidated Operating Results

Consolidated revenue for the third quarter ended September 30, 2009 was $97.3 million, a decrease of 4.3% from $101.7 million for the third 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 $98.7 million. Consolidated revenue was comprised of 86% and 14% from Interval and Aston, respectively.

Net income for the three months ended September 30, 2009 was $8.1 million, a decrease of 35% from net income of $12.5 million for the same period of 2008. Net income for the period was impacted by a $3.5 million decrease in pre-tax interest income and $3.2 million of pre-tax incremental expenses resulting from the spin-off from IAC/InterActiveCorp on August 20, 2008. For the third quarter of 2009, these incremental expenses included $4.0 million of interest expense, $0.5 million of stand-alone and public company costs and $0.8 million of incremental non cash compensation which were offset by a non-recurring $2.1 million decrease in non-cash compensation expense, related to the acceleration in the third quarter of 2008 of existing stock-based compensation awards made in connection with the spin-off.

Diluted earnings per share were $0.14 compared to diluted earnings per share of $0.22 for the same period of 2008. This difference is due to the decrease in interest income and the increase in interest expense in connection with spin-off.

Adjusted net income for the three months ended September 30, 2009 was $7.7 million or $0.13 of adjusted diluted EPS. Adjusted net income and adjusted diluted EPS for the third quarter 2009 exclude after-tax incremental non-cash compensation expense and stand-alone and public company costs.

Adjusted EBITDA was $35.3 million for the quarter ended September 30, 2009, a decrease of 3.4% compared to EBITDA of $36.6 million for the same period of 2008. Adjusted EBITDA excludes $0.5 million in incremental stand-alone and public company costs for the quarter. Excluding the unfavorable net effect of foreign currency translations of $0.3 million, adjusted EBITDA decreased by $1.0 million, or 2.7% from the same period of 2008.

Business Segment Results

Interval

Interval's revenue for the three months ended September 30, 2009, was $83.3 million declining 2.6% over the comparable period in 2008. Excluding the effect of unfavorable foreign currency translations of $1.3 million, Interval segment revenue would have been $84.6 million, a decrease of 1.1% for the three months ended September 30, 2009 compared to 2008.

For the third quarter of 2009, membership fee revenue was $33.0 million, a decrease of 2.5% from the same period of 2008. Transaction revenue for the third quarter of 2009 was $43.5 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 $0.6 million and $0.7 million, respectively. For the quarter, excluding these effects, membership fee revenue would have been $33.6 million and transaction revenue would have been $44.2 million, relatively flat when compared to 2008.

Total active members at September 30, 2009 were approximately 1.9 million, a decrease of 7.4% over total active members of approximately 2.0 million at September 30, 2008. The year-over-year decrease was primarily due to the non-renewal of the Disney affiliation and a decrease of new members entering the Interval Network as a result of a decline in the number of new sales by vacation ownership resort developers.

Average revenue per member for the third quarter of 2009 increased to $42.11, an increase of 5.1% from the third quarter of 2008. The increase in average revenue per member was primarily due to a change in membership mix. In constant currency, average revenue per member would have been $42.82 in the third quarter.

Interval affiliated 21 new resorts in 13 countries during the third quarter.

Interval's adjusted EBITDA was $34.3 million in the third quarter representing an increase of 0.9% over the segment's EBITDA of $34.0 million in the third quarter 2008. In constant currency, adjusted EBITDA would have been $34.6 million, an increase of 1.7% compared to the 2008 period.

Aston

Aston's revenue for the three months ended September 30, 2009 was $14.0 million, a decrease of 12.9% from the comparable period of 2008. Aston revenue for the third quarter included $8.8 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 September 30, 2009 was $89.37 compared to $114.23 for the same period in 2008, a decline of 21.8%. Lower average daily rate, and to a lesser extent, lower occupancy led to the reduction in RevPAR. Aston has been generally tracking the results of comparable properties in the Hawaiian market.

Aston reported EBITDA of $1.0 million in the third quarter of 2009, a decrease of 60.8% from EBITDA of $2.6 million in the prior year period. The decline in EBITDA was primarily a function of 17.3% lower average daily rate driving more stable year over year occupancy rates compared to the first and second quarters.

Capital Resources and Liquidity

As of September 30, 2009, ILG's cash and cash equivalents totaled $153.4 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 $402.5 million, net of unamortized bond discount, as of September 30, 2009. During the third quarter, the Company made an $8.75 million voluntary prepayment on its term loan, covering principal amortization payments through September 30, 2010.

For the first nine months of 2009, ILG's capital expenditures totaled $11.6 million, or 3.7% of revenue, net cash provided by operating activities was $66.2 million and free cash flow (defined below) was $54.6 million. Total interest paid during the nine-month period was $33.3 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 Time to discuss its results for the third 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: 35541186 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 for seven days after the call 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. Through a portfolio of approximately 5,000 units, Aston Hotels & Resorts and Maui Condo and Home, provide hotel and resort management and vacation rental services to vacationers and property owners primarily in the Hawaiian Islands. ILG is headquartered in Miami, Florida, and has over 2,500 employees worldwide.

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   Nine Months Ended
                                   September 30,       September 30,
                                ------------------  ------------------
                                  2009      2008      2009      2008
                                --------  --------  --------  --------

 Revenue                        $ 97,321  $101,650  $309,963  $323,156
 Cost of sales                    29,788    32,317    94,995   104,521
                                --------  --------  --------  --------
  Gross profit                    67,533    69,333   214,968   218,635
 Selling and marketing expense    12,799    13,512    39,327    40,581
 General and administrative
  expense                         22,463    23,079    64,341    62,421
 Amortization expense of
  intangibles                      6,501     6,476    19,462    19,430
 Depreciation expense              2,701     2,429     7,358     7,056
                                --------  --------  --------  --------
  Operating income                23,069    23,837    84,480    89,147
 Other income (expense):
  Interest income                    183     3,658       780    10,793
  Interest expense               (9,359)   (5,374)  (28,294)   (5,487)
  Other income (expense), net      (439)     1,375   (1,269)       835
                                --------  --------  --------  --------
 Total other income (expense),
  net                            (9,615)     (341)  (28,783)     6,141
                                --------  --------  --------  --------
 Earnings before income taxes
  and noncontrolling interest     13,454    23,496    55,697    95,288
 Income tax provision            (5,317)  (10,975)  (22,121)  (38,460)
                                --------  --------  --------  --------
 Net income                        8,137    12,521    33,576    56,828
 Net loss (income) attributable
  to noncontrolling interest           2       (3)         1      (10)
                                --------  --------  --------  --------
 Net income attributable to
  common stockholders           $  8,139  $ 12,518  $ 33,577  $ 56,818
                                ========  ========  ========  ========

 Earnings per share attributable
  to common stockholders(1):
  Basic                         $   0.14  $   0.22  $   0.60  $   1.01
  Diluted                       $   0.14  $   0.22  $   0.59  $   1.01
 Weighted average number of
  shares of common stock
  outstanding(1):
  Basic                           56,424    56,190    56,371    56,183
  Diluted                         57,214    56,551    56,882    56,303

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

 Adjusted net income(2)         $  7,664            $ 35,042
  Adjusted earnings per
   share(2):
    Basic                       $   0.14            $   0.62
    Diluted                     $   0.13            $   0.62


 (1) For the three and nine months ended September 30, 2008, basic
     weighted average shares outstanding were computed using the
     number of shares of common stock outstanding immediately
     following the spin-off, as if such shares were outstanding for
     the entire period prior to the spin-off plus the weighted average
     of such shares outstanding following the spin-off date through
     September 30, 2008.

 (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)

                                             September 30, December 31,
                                                 2009         2008
                                              -----------  -----------
                                              (Unaudited)
 ASSETS
  Cash and cash equivalents                     $153,395     $120,277
  Deferred membership costs                       14,766       13,816
  Other current assets                            72,082       73,128
                                              -----------  -----------
   Total current assets                          240,243      207,221
  Goodwill and intangible assets, net            625,692      644,880
  Deferred membership costs                       21,879       21,641
  Other non-current assets                        70,432       63,466
                                              -----------  -----------
  TOTAL ASSETS                                  $958,246     $937,208
                                              ===========  ===========


 LIABILITIES AND EQUITY
  LIABILITIES:
  Accounts payable, trade                       $ 14,990     $ 11,789
  Deferred revenue                               100,977       95,565
  Current portion of long-term debt                   --       15,000
  Other current liabilities                       57,845       75,090
                                              -----------  -----------
   Total current liabilities                     173,812      197,444
  Long-term debt, net of current portion         402,492      412,242
  Deferred revenue                               136,313      134,151
  Other long-term liabilities                     75,333       63,806
  Redeemable noncontrolling interest                 425          426
  TOTAL STOCKHOLDERS' EQUITY                     169,871      129,139
                                              -----------  -----------
 TOTAL LIABILITIES AND EQUITY                   $958,246     $937,208
                                              ===========  ===========



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


                                                    Nine Months Ended
                                                      September 30,
                                                    ------------------
                                                      2009      2008
                                                    --------  --------
                                                      (In thousands)

 Cash flows from operating activities:
 Net income                                         $ 33,576  $ 56,828
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Amortization expense of intangibles                 19,462    19,430
  Amortization of debt issuance costs                  2,080       247
  Depreciation expense                                 7,358     7,056
  Accretion of original issue discount                 1,500       231
  Non-cash compensation expense                        6,785     6,927
  Deferred income taxes                               17,269       504
 Changes in assets and liabilities                   (21,871)    6,452
                                                    --------  --------
 Net cash provided by operating activities            66,159    97,675
 Cash flows from investing activities:
  Acquisitions, net of cash acquired                      --    (1,000)
  Changes in restricted cash                           1,135    (3,717)
  Transfers to IAC                                        --   (68,635)
  Capital expenditures                               (11,608)   (9,596)
                                                    --------  --------
 Net cash used in investing activities               (10,473)  (82,948)
                                                    --------  --------
 Cash flows from financing activities

  Proceeds from issuance of term loan facility            --   150,000
  Principal payments on term loan                    (26,250)       --
  Payments of debt issuance costs                         --   (10,569)
  Dividend payment to IAC in connection
   with spin-off                                          --   (89,431)
  Proceeds from the exercise of stock options            342        26
  Release of deferred restricted stock units,
   net of withholding taxes                             (430)       --
  Vesting of restricted stock units, net of
   withholding taxes                                    (701)       --
                                                    --------  --------
 Net cash provided by (used in) financing
  activities                                         (27,039)   50,026
                                                    --------  --------
 Effect of exchange rate changes on cash
  and cash equivalents                                 4,471    (1,945)
                                                    --------  --------
 Net increase in cash and cash equivalents            33,118    62,808
 Cash and cash equivalents at beginning of period    120,277    67,113
                                                    --------  --------
 Cash and cash equivalents at end of period         $153,395  $129,921
                                                    ========  ========

 Supplemental disclosures of cash flow information:
  Cash paid during the period for:
  Interest                                          $ 33,326  $    751
  Income taxes, net of refunds, including amounts
   paid in 2008 to IAC for ILG's share of IAC's
   consolidated tax liability                       $ 21,342  $ 37,498



                         Operating Statistics

                     Three Months Ended        Nine Months Ended
                       September 30,              September 30,
                 -------------------------- --------------------------
                   2009   % Change   2008     2009   % Change   2008
                 -------- -------- -------- -------- -------- --------
 Interval
  Total active
   members
   (000's)          1,864   (7.4%)    2,014    1,864   (7.4%)    2,014
  Average
   revenue per
   member        $  42.11    5.1%  $  40.05 $ 135.27    5.0%  $ 128.86

 Aston
  Available
   room nights
   (000's)            399   (0.4%)      401    1,166   (2.7%)    1,198
  RevPAR         $  89.37  (21.8%) $ 114.23 $  94.65  (23.6%) $ 123.92


                            Additional Data

                     Three Months Ended        Nine Months Ended
                       September 30,              September 30,
                 -------------------------- --------------------------
                   2009   % Change   2008     2009   % Change   2008
                 -------- -------- -------- -------- -------- --------
                   (Dollars in thousands)     (Dollars in thousands)

 Interval
  Transaction
   revenue       $ 43,489   (0.8%) $ 43,834 $149,801    0.6%  $148,903
  Membership
   fee revenue     33,048   (2.5%)   33,879   99,169   (1.3%)  100,434
  Ancillary
   member
   revenue          2,376   (5.3%)    2,510    6,696   (0.4%)    6,726
                 -------- -------- -------- -------- -------- --------
   Total member
    revenue        78,913   (1.6%)   80,223  255,666   (0.2%)  256,063
   Other
    revenue         4,377  (17.7%)    5,320   11,843  (20.8%)   14,960
                 -------- -------- -------- -------- -------- --------
    Total
    revenue       $83,290   (2.6%)  $85,543 $267,509   (1.3%) $271,023
                 ======== ======== ======== ======== ======== ========

 Aston
  Pass-through
   revenue       $  8,795   (2.9%) $  9,057 $ 25,901  (12.3%) $ 29,525
  Management
   fee revenue      5,236  (25.7%)    7,050   16,553  (26.8%)   22,608
                 -------- -------- -------- -------- -------- --------
   Total revenue $ 14,031  (12.9%) $ 16,107 $ 42,454  (18.6%) $ 52,133
                 ======== ======== ======== ======== ======== ========
  Aston gross
   margin            21.4%  (27.0%)    29.3%    23.3%  (15.2%)    27.5%
  Aston gross
   margin
   without
   pass-through      57.3% (14.4%)     66.9%    59.7%  (5.7%)     63.3%


               Reconciliations of Non-GAAP Measures




                                                Nine Months Ended
                                                  September 30,
                                          ----------------------------
                                            2009    % Change    2008
                                          --------  --------  --------
                                             (Dollars in thousands)

 Net cash provided by operating
  activities                              $ 66,159   (32.3%)  $ 97,675
 Less: Capital expenditures               (11,608)    21.0%    (9,596)
                                          --------  --------  --------
      Free cash flow                      $ 54,551   (38.1%)  $ 88,079
                                          ========  ========  ========





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

 Net income attributable to
  common stockholders                      $ 8,139            $ 33,577
 Incremental non-cash
  compensation expense,
  net of tax:
  Increase in non-cash
   compensation expense                        532               1,195
  Non-recurring acceleration
   from prior period                       (1,285)             (1,281)
 Incremental stand-alone and
  public company costs,
  net of tax                                   278               1,551
                                ------------------  ------------------
 Adjusted net income                       $ 7,664            $ 35,042
                                ==================  ==================
 Adjusted earnings per share:
  Basic                                     $ 0.14              $ 0.62
  Diluted                                   $ 0.13              $ 0.62




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

 Adjusted
  EBITDA         $ 34,308  $ 1,012 $ 35,320
 Incremental
  stand-alone
  and public
  company costs       460       --      460
                 -------- -------- --------
 EBITDA            33,848    1,012   34,860 $ 33,995 $  2,581 $ 36,576
 Amortization
  expense of
  intangibles       5,265    1,236    6,501    5,239    1,237    6,476
 Depreciation
  expense           2,504      197    2,701    2,233      196    2,429
 Non-cash
  compensation
  expense           2,425      164    2,589    3,756       78    3,834
                 -------- -------- -------- -------- -------- --------
 Operating
  income (loss)  $ 23,654 $  (585)   23,069 $ 22,767 $  1,070   23,837
                 ======== ========          ======== ========
 Interest
  income                                183                      3,658
 Interest
  expense                            (9,359)                    (5,374)
 Other non-
  operating
  income
  (expense)                            (439)                     1,375
 Income tax
  provision                          (5,317)                   (10,975)
                                   --------                   --------
 Net income                           8,137                     12,521
 Net loss
  (income)
  attributable
  to
  noncontrolling
  interest                                2                         (3)
                                   --------                   --------
 Net income
  attributable
  to common
  stockholders                     $  8,139                   $ 12,518
                                   ========                   ========




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

 Adjusted
  EBITDA         $116,417  $ 4,240 $120,657
 Incremental
  stand-alone
  and public
  company
  costs             2,677    (105)    2,572
                 -------- -------- --------
 EBITDA           113,740    4,345  118,085 $114,772  $ 7,788 $122,560
 Amortization
  expense of
  intangibles      15,754    3,708   19,462   15,721    3,709   19,430
 Depreciation
  expense           6,755      603    7,358    6,518      538    7,056
 Non-cash
  compensation
  expense           6,380      405    6,785    6,699      228    6,927
                 -------- -------- -------- -------- -------- --------
 Operating
  income
  (loss)         $ 84,851  $ (371)   84,480 $ 85,834  $ 3,313   89,147
                 ======== ========          ======== ========
 Interest
  income                                780                     10,793
 Interest
  expense                           (28,294)                    (5,487)
 Other non-
  operating
  income
  (expense)                          (1,269)                       835
 Income tax
  provision                         (22,121)                   (38,460)
                                   --------                   --------
 Net income                          33,576                     56,828
 Net loss
  (income)
  attributable
  to
  noncontrolling
  interest                                1                        (10)
                                   --------                   --------
 Net income
  attributable
  to common
  stockholders                     $ 33,577                   $ 56,818
                                   ========                   ========

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.


            

Contact Data