-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTuz4wJ+CiWz5uwEGIKwCs5CSMYVBsEF2cbFd4aH34pvtMfV2AN3aSe4GBFfdrxs NQOhwh1tPKx8eY0UMBce3w== 0001005477-01-002483.txt : 20010409 0001005477-01-002483.hdr.sgml : 20010409 ACCESSION NUMBER: 0001005477-01-002483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010402 ITEM INFORMATION: FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25581 FILM NUMBER: 1589641 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2001 priceline.com Incorporated - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 - -------------------------------------------------------------------------------- (State or other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 800 Connecticut Avenue, Norwalk, Connecticut 06854 - -------------------------------------------------------------------------------- (Address of principal office) (zip code) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure. On April 2, 2001, priceline.com announced that, in a presentation at Goldman Sachs' 2nd Annual Internet New Media and E-Commerce Conference on April 2nd, it intended to reaffirm it's financial guidance for the 1st and 2nd quarters of 2001. The information set forth above is qualified in its entirety by reference to the press release and priceline.com's presentation materials, each of which is attached hereto as Exhibit 99.1 and 99.2, respectively, and incorporated herein by reference. Exhibits. 99.1 Press Release issued by priceline.com Incorporated on April 2, 2001. 99.2 Presentation materials presented at Goldman Sachs' 2nd Annual Internet New Media and E-Commerce Conference held in Las Vegas, Nevada on April 2, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRICELINE.COM INCORPORATED By: /s/ Daniel Schulman -------------------------------------- Name: Daniel Schulman Title: Chief Executive Officer Date: April 2, 2001 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by priceline.com Incorporated on April 2, 2001. 99.2 Presentation materials presented at Goldman Sachs' 2nd Annual Internet New Media and E-Commerce Conference held in Las Vegas, Nevada on April 2, 2001. EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 Priceline.com To Reaffirm 1st And 2nd Quarter 2001 Guidance At Goldman Sachs Internet Conference LAS VEGAS, Nev., April 2, 2001 . . . Priceline.com (Nasdaq: PCLN) announced that it intended to reaffirm the Company's financial guidance for the 1st and 2nd quarters of 2001 in a presentation today at Goldman Sachs' 2nd Annual Internet New Media and E-Commerce Conference. The Company will state that it is comfortable with the guidance it gave when it reported 4th quarter 2000 financial results on February 15th. At that time, priceline.com said it expected 1st quarter 2001 revenue to be approximately 15% to 20% above the previous quarter and that it expected a 1st quarter 2001 pro forma net loss per share of between $0.05 and $0.07. Pro forma net loss excludes restructuring and special charges, supplier warrant charges, option payroll taxes and stock-based compensation charges. With respect to earnings guidance for the 2nd quarter of 2001, priceline.com also will reiterate its earnings guidance given in February. At that time, the Company said that it expected 2nd quarter 2001 revenue to increase approximately 10% to 15% over the 1st quarter and expected to have pro forma operating profit in the 2nd quarter 2001. Pro forma operating profit excludes restructuring and special charges, supplier warrant charges, option payroll taxes and stock-based compensation charges. "We credit the recovery of our business momentum, in large part, to the numerous improvements we've made in our products and in our customer service," said Daniel H. Schulman, priceline.com's president and CEO. "In addition, based on progress to date in achieving administrative efficiencies, we believe our pro forma net loss for the 1st quarter will come in at the favorable end of the range we gave in February." A copy of the Company's presentation will be made available today on priceline.com's Web site in the Investor Relations section, and will be filed as an exhibit to a Form 8-K filed with the Securities and Exchange Commission today. Priceline.com also said today that, on May 1st after market-close, it will report 1st quarter 2001 financial results and hold its quarterly conference call. The Company will provide call in information for the conference call in a separate press release. (more) -2- About priceline.com Priceline.com is the Name Your Own Pricesm Internet pricing system that provides services across four broad product categories: a travel service that offers leisure airline tickets, hotel rooms and rental cars; a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee; an automotive service that offers new cars; and a telecommunications service that offers long distance calling services. Priceline.com licenses its business model to independent licensees, including pricelinemortgage and certain international licensees. In these arrangements, priceline.com generally receives royalties for licensing its intellectual property. Priceline.com also holds securities carrying the right to purchase a significant equity stake in the licensees under certain conditions. Unless those rights are exercised, the results of licensee operations will not be included in priceline.com's financial statements. # # # For press information, contact: Brian Ek at priceline.com 203-299-8167 (brian.ek@priceline.com) Information about Forward Looking Statements This press release may contain forward-looking statements. Expressions of future goals and similar expressions including, without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "targets," or "continue," reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company's actual results to differ materially from those described in the forward-looking statements: adverse changes in the Company's relationships with airlines and other product and service providers; adverse changes in general market conditions for leisure and other travel products; systems-related failures; the Company's ability to protect its intellectual property rights; the effects of increased competition; losses by the Company and its licensees; any adverse impact from negative publicity and negative customer reaction relating to recent announcements concerning the Company; legal and regulatory risks and the ability to attract and retain qualified personnel. For a detailed discussion of these and other factors that could cause the Company's actual results to differ materially from those described in the forward-looking statements, please refer to the Company's most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. EX-99.2 3 0003.txt PRESENTATION MATERIALS Exhibit 99.2 [LOGO] priceline.com(sm) [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Priceline.com Incorporated would like to remind you that this presentation may contain forward-looking statements. Expressions of future goals and similar expressions including, without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "targets, " or "continue," reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause priceline.com's actual results to differ materially from those described in the forward-looking statements: adverse changes in priceline.com's relationships with airlines and other product and service providers; adverse changes in general market conditions for leisure and other travel products; systems-related failures; priceline.com's ability to protect its intellectual property rights; the effects of increased competition; losses by priceline.com and its licensees; any adverse impact from negative publicity and negative customer reaction relating to recent announcements concerning priceline.com; legal and regulatory risks; and the ability to attract and retain qualified personnel. Readers and listeners should carefully review the reports and documents priceline.com files from time to time with the Securities and Exchange Commission, particularly the Quarterly and Annual Reports on Form 10-Q and 10-K, respectively, and any Current Reports on Form 8-K. [LOGO] priceline.com(sm) [GRAPHIC OMITTED] 6 Quarter Post IPO Performance [BAR CHART OMITTED] Chart illustrates priceline revenues in Q2 99 through Q3 00. [LOGO] priceline.com(sm) [GRAPHIC OMITTED] 6 Quarter Post IPO Performance [BAR CHART OMITTED] Chart illustrates priceline revenues in Q2 99 through Q3 00 with an overlay of loss per share. [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Q4 2000 Obstacles o Period of highly negative publicity o Customer service problems o Demise of Webhouse Club o Implosion of stock price o Seasonal weakness [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Priceline.com...A Turnaround Story 6 Point Plan [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Goal #1 o Realign management and motivate/retain employees Accomplishments |_| Boyd named COO, Mylod named CFO, Truwit takes over customer service |_| No senior management defections |_| New compensation plan for ALL employees [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Goal #2 o Near term focus on core products, particularly travel Accomplishments |_| Development of new verticals indefinitely postponed |_| Best and brightest IT resources focused on Travel/Customer Service |_| Non-travel verticals realigned to achieve break-even status o Mortgage: done o Long Distance: done o New Cars: near [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Goal #3 o Strengthen and reposition brand, customer experience and business model Accomplishments |_| 2 major television campaigns in 2 months o "Thank You" December campaign o "Jet Set" January campaign |_| New website o Updated disclosure regarding customer proposition o 15 minute response time o New layover rules o No adaptive marketing |_| Third party issues cleaned up o Reinitiated in Connecticut Better Business Bureau o Microsoft litigation successfully settled |_| Customer Service significantly improved [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Customer Service Achievements Q1 YTD 2001 Contacts/Fulfilled Offers o Frontline calls .25 o Frontline e-mails .18 Service Speed o Calls answered in 30 seconds 85% o E-mails answered in 3 hours 88% o Call abandonment rate 1.5% o Average handling time (minutes) 6.62 [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Goal #4 o Manage for near-term profitability Accomplishments |_| Sequential quarterly gross margin increase in Q1 2001 despite elimination of Adaptive Marketing |_| Major reduction in variable operating expense o Customer service efficiencies o 3 Call Centers reduced to 2 o Significant improvement in metrics o Credit card processing efficiencies |_| Major reduction in fixed operating expense o Headcount reduced from 540 to 359 o Consultants reduced from 125 to 32 o Office space reduced from 193k square feet to 72k square feet o Lower Advertising expenditure during 2001 without GRP loss [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Goal #5 o Strengthen International Relationships Accomplishments |_| Priceline Europe o Launched in Q4 2000 o Raised additional $25 MM from General Atlantic in Q1 2001 |_| Priceline Asia o Raised additional capital from Hutchison Whampoa in Q1 2001 o Launch date set for end of 2001 |_| Australia and Japan initiatives shelved [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Goal #6 o Strengthen balance sheet Accomplishments |_| Restructured Delta Preferred Stock o Eliminated $280 million liability o Eliminated significant potential shareholder dilution o "Forced Warrant Exercise" feature |_| $50 million equity investment by Hutchison Whampoa [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations Core Travel Business |_| Largest E-commerce category o $15+ billion in 2001 o 1/3 of all e-commerce; even higher percent of profitable e-commerce |_| Profits are available to players with scale o High unit price o Low incremental cost of goods o Very low distribution and "friction" costs |_| Priceline has dominant share of opaque market o Highest margin segment of travel o No commissions o Strong competitive position [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations Business/Financial Model |_| Favorable margin structure o Priceline earns higher margin than online or offline agents o Suppliers create incremental profits |_| No advertising dependency |_| Internet enabled virtual business = scalability o 359 employees generate over $1 billion of revenue o Discrete fixed costs o Marginal sales dollars are highly leveraged [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations Already built substantial, fast growing customer franchise [BAR CHART OMITTED] Chart illustrates priceline's cumulative unique customers in 1Q 99 through 4Q 00. |_| Priceline has nearly 10 mm customers* at the end of Q1 2001, excluding former Webhouse customers |_| Full Credit Card Information on each customer |_| Spent $140 mm on advertising since launch [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations Repeat Customer Dynamics [BAR CHART OMITTED] Chart illustrates percent of priceline offers that are from repeat customers in 1Q 99 through 4Q 00. [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations Our brand is our ultimate differentiator Top 5 Internet Brands..... [LOGO] AMERICA Online(R) [LOGO] amazon.com(R) [LOGO]priceline.com(sm) [LOGO] ebay(TM) [LOGO] YAHOO! Source: Sept. 2000 Opinion Research Corp. Study [LOGO] priceline.com(sm) [GRAPHIC OMITTED] Investment Considerations Pricing Platform No new verticals currently in development...however |_| E-commerce growth will continue, if not accelerate |_| Captive verticals will fail |_| Priceline platform applicable to more than travel o Only in e-commerce sectors with real traction o Only if accretive in the very near term [LOGO] priceline.com(sm) [GRAPHIC OMITTED] priceline.com(sm) -----END PRIVACY-ENHANCED MESSAGE-----