-----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, VmgcUnBSuuMh/Dr1z7aqX4KW6bu1bs4dEGestiJmu9Kg+G0Bdtnmv8xRfP4+U9aa IOm/yB0QC8zTBGSfS1D+tg== 0001104659-06-052353.txt : 20060808 0001104659-06-052353.hdr.sgml : 20060808 20060808121758 ACCESSION NUMBER: 0001104659-06-052353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 061011919 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a06-15147_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): August 7, 2006

priceline.com Incorporated
(Exact name of registrant as specified in its charter)

 

Delaware

 

0-25581

 

06-1528493

(State or other Jurisdiction

 

(Commission File

 

(IRS Employer

of Incorporation)

 

Number)

 

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 2.02.              Results of Operations and Financial Conditions

On August 7, 2006, priceline.com Incorporated (“priceline.com”) announced its financial results for the 2nd quarter ended June 30, 2006.  A copy of priceline.com’s consolidated balance sheet at June 30, 2006 and consolidated statement of operations for the three and six months ended June 30, 2006 are included in the financial and statistical supplement attached to the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.  The consolidated balance sheet at June 30, 2006 and consolidated statement of operations for the three and six months ended June 30, 2006 shall be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 7.01.              Regulation FD Disclosure

On August 7, 2006, priceline.com announced its financial results for the fiscal quarter ended June 30, 2006.  A copy of priceline.com’s press release announcing these financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8-K.

During its earnings conference call, priceline.com announced its “organic” gross travel bookings increased approximately 42.8% in the 2nd quarter 2006 when compared to the 2nd quarter 2005.  Gross travel bookings refer to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers.  “Organic” gross travel bookings exclude the sale of Travelweb hotel rooms through Orbitz and assumes that priceline.com owned Bookings B.V., which was acquired in July 2005, during all of 2005.  Priceline.com stated that domestic “merchant” gross travel bookings increased approximately 5% in the 2nd quarter 2006 compared to the same period in the prior year.  Priceline.com also noted that its general and administrative expenses in the 2nd quarter 2006 were higher than previous guidance primarily as a result of approximately $900,000 of professional fees that were incurred for advisory services associated with acquisition activity that was pursued during the quarter.  The company noted that none of the activity came to fruition.

Priceline.com announced that it continued to experience a year-over-year decrease in “opaque” airline ticket sales.  The company noted that the contribution to gross profit from the sale of airline tickets in the 2nd quarter 2006 was lower than the same period a year ago, which was primarily attributable to margin pressure on the sale of retail airline tickets and reduced GDS incentive income.  Priceline.com stated that in the 2nd quarter 2006 it had approximately $25.1 million in net cash from operating activities and total capital expenditures of approximately $4.2 million.

With respect to 2006 guidance, priceline.com announced that it expected consolidated advertising expenses of approximately $40 to $44 million in the 3rd quarter 2006 and expected approximately 80 to 85% of that amount to be spent “on-line.”  Priceline.com estimated that sales and marketing expenses in the 3rd quarter 2006 would be between $12 and $13 million.  Priceline.com stated that it expected personnel costs to be approximately $15.5 to $16.0 million in the 3rd quarter 2006.  With respect to 3rd quarter 2006, priceline.com stated it expected general and administrative expenses of approximately $6.5 to $7.0 million, information technology expenses of approximately $2.6 to $2.8 million, and depreciation and amortization expenses, excluding acquisition related amortization, of approximately $2.7 million.  Priceline.com estimated that it would have cash income tax expense of approximately $7.0 million in the 3rd quarter 2006 comprised of alternative minimum tax in the United States and additional income taxes in Europe.

2




 

Priceline.com noted that it expected Priceline Europe to account for more than two-thirds of priceline.com’s operating income for the second-half of 2006.  The company also emphasized that, while Priceline Europe had delivered to date substantially ahead of the company’s expectations, it was likely that Priceline Europe’s growth rates would slow as its performance was compared to 2nd half 2005 results.

With respect to GAAP financial results, the company said it expected to report GAAP net income of approximately $0.29 to $0.34 per diluted share in the 3rd quarter 2006 and expected GAAP net income for the full-year 2006 to be approximately $0.70 to $0.80 per diluted share.

The company also noted that it was in the midst of multi-party discussions and negotiations regarding airline “distribution costs” and “GDS incentives.”  The company emphasized that those discussions and negotiations were on-going and that the outcome was uncertain.  The company noted that the forecasted amounts provided during the call assumed that approximately 2.5% to 3.5% of the company’s total second half 2006 gross profit would come from GDS incentive fees.  The company emphasized, however, that because gross profit from GDS fees flowed directly to the company’s bottom line, any performance above or below that range of guidance would directly impact forecasted bottom line guidance.

The information set forth above and in the attached press release contains forward-looking statements relating to priceline.com’s performance during 2006.  Readers are cautioned not to place undue reliance on forward-looking statements.  All forward-looking statements are based upon information available to priceline.com on the date this report was submitted.  Priceline.com undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  A more thorough discussion of certain factors which may affect priceline.com’s operating results is included in priceline.com’s recent filings with the Securities and Exchange Commission and will also be included in priceline.com’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2006 to be filed with the Securities and Exchange Commission on or about August 9, 2006.  The information set forth above is qualified in its entirety by reference to the press release (which includes a financial and statistical supplement and information about forward-looking statements), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1 hereto and the accompanying financial and statistical supplement and related information) shall not be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01.              Financial Statements and Exhibits

(c) Exhibits

 

99.1

 

Press release (which includes a financial and statistical supplement and related information) issued by priceline.com Incorporated on August 7, 2006 relating to, among other things, its 2nd quarter 2006 earnings. The consolidated balance sheet at June 30, 2006 and consolidated statement of operations for the three and six months ended June 30, 2006 shall be treated as “filed” for the purposes of the Securities and Exchange Act of 1934, as amended, and the remaining information shall be treated as “furnished.”

 

3




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/ Jeffery H. Boyd

 

 

Name:Jeffery H. Boyd

 

 

Title:President and Chief Executive Officer

 

Date:  August 8, 2006

4




EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

 

99.1

 

Press release (which includes a financial and statistical supplement and related information) issued by priceline.com Incorporated on August 7, 2006 relating to, among other things, its 2nd quarter 2006 earnings. The consolidated balance sheet at June 30, 2006 and consolidated statement of operations for the three and six months ended June 30, 2006 shall be treated as “filed” for the purposes of the Securities and Exchange Act of 1934, as amended, and the remaining information shall be treated as “furnished.”

 

 

 



EX-99.1 2 a06-15147_1ex99d1.htm EX-99

Exhibit 99.1

Priceline.com Reports Financial Results For 2nd Quarter 2006

Gross travel bookings and gross profits increase over 60% year-over-year

NORWALK, Conn., August 7, 2006 . . . Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 2nd quarter 2006.  Gross travel bookings for the quarter, which refers to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers, rose 62.8% year-over-year to $927 million.  Revenues in the 2nd quarter were $307.7 million, a 15.4% increase over a year ago.  2006 results include the operating results of Bookings B.V., which was acquired in July 2005.

Priceline.com’s GAAP gross profit for the 2nd quarter 2006 was $105.8 million, up 62.2% from the prior year.  Pro forma gross profit for the 2nd quarter 2006 was $106.1 million, up 61.9% from the same period in the prior year.  Priceline.com had 2nd quarter 2006 GAAP net income of $12.5 million, or $0.28 per diluted share, compared to $0.29 in the prior year.  GAAP results include the effects of increased non-cash expenses related to stock based compensation and amortization of intangibles.  Stock based compensation increased by $2.7 million, due mainly to FAS 123R, which requires companies to record non-cash compensation expense related to stock options granted to employees. Amortization of intangibles increased by $2.7 million, primarily due to intangible assets recorded in connection with the acquisition of Bookings B.V. in July 2005.

Pro forma net income for the quarter, excluding these non-cash items and other pro forma adjustments discussed below, was $23.0 million, or $0.55 per diluted share, which exceeds First Call analyst consensus of $0.51 per diluted share.  The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of pro forma financial measures used in this press release and the attached financial and statistical supplement reconciles historical pro forma financial information with priceline.com’s financial results under GAAP.

Priceline.com said that organic growth in gross travel bookings accelerated in the 2nd quarter in both the U.S. and in Europe.  “In the 2nd quarter 2006, priceline.com experienced domestic organic bookings growth of 17.2%, compared to 10.2% growth the previous quarter, and 5.0% growth in the fourth quarter of 2005,” said priceline.com President and Chief Executive Officer Jeffery H. Boyd.  “We had accelerating year-over-year growth trends in all our domestic unit metrics, with airline tickets growing 4.1% in the quarter, compared to a decrease of 2.6% in Q1, and rental car days up 30.3%, compared to an increase of 26.8% in Q1.  Hotel room night sales increased 82.5%, versus 62.5% in Q1, on the strength of growing sales from Priceline Europe.  As in the first quarter, we believe improving domestic top line performance resulted from the More Ways to Save website upgrade and associated advertising campaign and investments in online marketing, including our partnership with Orbitz.com.”  Organic gross travel bookings growth rates assume that acquired businesses were owned during all of 2005 and exclude the sale of Travelweb hotel rooms through Orbitz.

(more)




 

In Europe, priceline.com’s 2nd quarter year-over-year growth was even more pronounced.  Priceline Europe, comprised of Bookings, B.V., Active Hotels Ltd., and priceline.co.uk, had gross travel bookings of $356.6 million in the 2nd quarter 2006, which represents an organic growth rate of 116.9%.  “Priceline Europe has shown strong growth in the last few quarters as the fast growing markets in Western Europe become a larger part of the overall business,” said Mr. Boyd.  “Over 24,000 participating hotels, solid pan-European distribution and early success in our integration efforts are all contributing to this momentum.  Worldwide, priceline.com customers booked 5 million room nights in the 2nd quarter.  We believe priceline.com is now number one in Europe and number two globally in online hotel room night sales.”

Looking toward the 3rd quarter, Mr. Boyd said, “Priceline.com is in a unique position to help leisure travelers squeezed this year by record energy prices, rising interest rates and increasing air fares.  Our Name Your Own Price® hotel and rental car services deliver some of the best deals available on or off the Web.    Priceline.com’s vacation packages service routinely offers pricing meaningfully below our major online competitors.  Our new comprehensive assortment of published prices for airline tickets, hotel rooms and rental cars provides customers with an easy, one-stop way to quickly find the best available retail deals.  And overseas, Priceline Europe enables customers to book hotels and deals they simply cannot find through any other major online hotel reservation service.  As economic conditions continue to put a focus on budget travel through the summer and into the holiday season, we believe priceline.com is well positioned to serve our customers and build on our solid growth trends.”

Forward Guidance

Priceline.com issued the following guidance for 3rd quarter 2006:

·                  Year-over-year increases in overall gross travel bookings of approximately 44% to 48%.

·                  Gross travel bookings from Priceline Europe of approximately $360 to $390 million.

·                  Year-over-year increase in revenue of approximately 13% to 17%.

·                  Year-over-year increase in pro forma gross profit of approximately 44% to 48%.

·                  Pro forma net income of between $0.60 and $0.65 per diluted share.

As a result of the stronger than expected gross travel bookings growth in the 2nd quarter 2006, priceline.com revised its full-year guidance as follows:

·                  Total gross travel bookings of approximately $3.2 to $3.3 billion.

·                  Gross travel bookings from Priceline Europe of approximately $1.3 billion.

·                  Pro forma net income of between $1.66 and $1.74 per diluted share.

(more)

2




A reconciliation of pro forma financial results to GAAP results is included in the attached financial and statistical supplement. Pro forma gross profit guidance for the 3rd quarter 2006 and full-year 2006 excludes non-cash amortization expense of acquisition-related intangibles associated with the acquisition of Travelweb LLC.

Pro forma net income per diluted share guidance for the 3rd  quarter 2006 and full-year 2006 excludes non-cash amortization expense of acquisition-related intangibles, stock-based compensation expense (including compensation expense related to stock options upon the adoption of SFAS 123(R)), option payroll tax expense, non-cash income tax expense and non-cash preferred stock dividends.  Pro forma net income is also adjusted for the impact on minority interests of the pro forma adjustments described above.   When aggregated, the foregoing expenses are expected to total approximately $11 million for the 3rd quarter 2006 and $40 million for full-year 2006.  In addition, pro forma net income per diluted share guidance for 2006 excludes the impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which revises the method for calculating diluted shares outstanding for purposes of computing GAAP net income per diluted share.

About priceline.com

Priceline.com is the leading travel service for value-conscious leisure travelers.  No other travel service gives customers more ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises.  In addition to getting all the best published prices, leisure travelers can narrow their searches using priceline.com’s TripFilterSM advanced search technology, create packages to save even more money, and take advantage of priceline.com’s famous Name-Your-Own-Price® service, which delivers the lowest prices available.

Priceline.com operates one of Europe’s fastest growing hotel reservation services through Activehotels.com, Activereservations.com, Bookings.net and priceline.co.uk.  The company also operates the following travel websites:  Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com.  Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee.  Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees.

###

Press information:   Brian Ek  203-299-8167  (brian.ek@priceline.com)

Information About Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and

3




assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, “believe(s),” “intend,” “expect(s),” “will,” “may,” “should,” “could,” “plan(s),” “anticipate(s),” “estimate(s),” “predict(s),” “potential,” “target(s),” 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 general market conditions for leisure and  other travel services as the result of, among other things, terrorist attacks, natural disasters, or the outbreak of an epidemic or pandemic disease;

       adverse changes in the Company’s relationships with airlines and other product and  service providers which could include, without limitation, the withdrawal of suppliers from the priceline.com system (either priceline.com’s retail or “opaque” services, or both);

       the loss or reduction of global distribution fees;

       the bankruptcy or insolvency of another major domestic airline;

       the effects of increased competition;

       systems-related failures and/or security breaches, including without limitation, any security breach that results in the theft, transfer or unauthorized disclosure of customer information, or the failure to comply with various state laws applicable to the company’s obligations in the event of such a breach;

       difficulties integrating recent acquisitions, such as Active Hotels Ltd. and Bookings B.V., including, ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesse s;

       a change by a major search engine to its search engine algorithms that negatively affects the search engine ranking of the company or its 3rd party distribution partners;

       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.  Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

Pro forma gross profit, pro forma net income and pro forma net income per share are “non-GAAP financial measures,” as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies.  Priceline.com believes that pro forma gross profit, pro forma net income and pro forma net income per share that exclude certain non-cash or non-recurring income or expense items are useful for investors to evaluate

4




priceline.com’s future on-going performance because they enable a more meaningful comparison of priceline.com’s projected cash earnings and performance with its historical results from prior periods.  Pro forma financial information is adjusted for the following items:

·                  Amortization expense of acquisition-related intangibles is excluded from pro forma gross profit and pro forma net income because it does not impact cash earnings.

·                  Stock-based compensation expense and the non-cash expense associated with the payment of preferred stock dividends are excluded from pro forma net income because they do not impact cash earnings and are reflected in earnings per share through increased share counts.

·                  Option payroll tax expense often shows volatility unrelated to operating results since the expense is driven primarily by option exercise activity and the market price of priceline.com’s common stock.

·                  The restructuring charge (reversal) is excluded because it can impact comparability of earnings with historical results from prior periods.

·                  Income tax (expense) benefit is adjusted for the tax impact of certain of the pro forma adjustments described above and to exclude tax expense recorded where no actual tax payments are owed because of available net operating loss carryforwards.

·                  Minority interest is adjusted for the impact of certain of the pro forma adjustments described above.

·                  Finally, for calculating pro forma net income per share:

·                  net income is adjusted for the impact of the pro forma adjustments described above

·                  the impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which requires that priceline.com use the “if-converted” method of accounting for convertible debt instruments when calculating earnings per share, has been excluded because the common stock that underlie priceline.com’s 1% Convertible Senior Notes and priceline.com’s 2.25% Convertible Senior Notes are generally not issuable unless our common stock trades at prices of $44.00 per share and $45.54 per share, respectively.

·                  All shares of restricted common stock are included in the calculation of pro forma net income per share because pro forma net income has been adjusted to exclude stock-based compensation expense.

The presentation of this financial information should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States.  The attached financial and statistical supplement reconciles pro forma financial information with priceline.com’s financial results under GAAP.

5




priceline.com Incorporated
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except per share data)

 

 

June 30,

 

December 31,

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

118,771

 

$

80,341

 

Restricted cash

 

21,285

 

22,308

 

Short-term investments

 

72,722

 

72,745

 

Accounts receivable, net of allowance for doubtful accounts of $1,182 and $1,377, respectively 

 

53,025

 

30,043

 

Prepaid expenses and other current assets

 

21,050

 

18,245

 

Total current assets

 

286,853

 

223,682

 

 

 

 

 

 

 

Property and equipment, net

 

20,004

 

18,271

 

Intangible assets, net

 

149,270

 

149,675

 

Goodwill

 

213,846

 

198,417

 

Deferred taxes

 

143,009

 

146,553

 

Other assets

 

15,195

 

17,430

 

 

 

 

 

 

 

Total assets

 

$

828,177

 

$

754,028

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

56,402

 

$

37,851

 

Accrued expenses and other current liabilities

 

36,881

 

29,545

 

Deferred merchant bookings

 

10,447

 

3,619

 

Total current liabilities

 

103,730

 

71,015

 

 

 

 

 

 

 

Deferred taxes

 

41,881

 

42,375

 

Other long-term liabilities

 

11,710

 

10,889

 

Minority interest

 

25,630

 

23,659

 

Long-term debt

 

223,261

 

223,549

 

Total liabilities

 

406,212

 

371,487

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B mandatorily redeemable preferred stock, $0.01 par value, 80,000 authorized shares; $1,000 liquidation value per share; 80,000 shares issued and 13,470 shares outstanding

 

13,470

 

13,470

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.008 par value, authorized 1,000,000,000 shares, 42,731,532 and 42,195,004 shares issued, respectively

 

327

 

323

 

Treasury stock, 2,734,183 and 2,496,326 shares, respectively

 

(356,307

)

(350,628

)

Additional paid-in capital

 

2,075,626

 

2,069,165

 

Deferred compensation

 

 

(6,810

)

Accumulated deficit

 

(1,323,019

)

(1,334,572

)

Accumulated other comprehensive income (loss)

 

11,868

 

(8,407

)

Total stockholders’ equity

 

408,495

 

369,071

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

828,177

 

$

754,028

 

 

6




priceline.com Incorporated
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Merchant revenues

 

$

250,524

 

$

246,504

 

$

460,962

 

$

464,032

 

Agency revenues

 

55,892

 

18,858

 

86,273

 

33,783

 

Other revenues

 

1,235

 

1,195

 

2,329

 

2,134

 

Total revenues

 

307,651

 

266,557

 

549,564

 

499,949

 

 

 

 

 

 

 

 

 

 

 

Cost of merchant revenues

 

201,847

 

201,323

 

371,530

 

377,008

 

Cost of agency revenues

 

 

 

 

 

Cost of other revenues

 

 

 

 

 

Total costs of revenues

 

201,847

 

201,323

 

371,530

 

377,008

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

105,804

 

65,234

 

178,034

 

122,941

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Advertising - Offline

 

8,861

 

8,089

 

18,298

 

19,162

 

Advertising - Online

 

30,493

 

12,205

 

52,354

 

22,137

 

Sales and marketing

 

10,708

 

10,113

 

20,290

 

18,322

 

Personnel, including stock based compensation of $3,717, $989, $6,734 and $1,703, respectively

 

18,757

 

9,761

 

35,211

 

20,983

 

General and administrative, including option payroll taxes of $130 $38, $219, and $56, respectively

 

7,256

 

5,453

 

12,993

 

9,687

 

Information technology

 

2,332

 

2,776

 

4,639

 

5,516

 

Depreciation and amortization

 

8,360

 

5,047

 

16,306

 

10,513

 

Restructuring charge (reversal), net

 

 

 

135

 

(336

)

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

86,767

 

53,444

 

160,226

 

105,984

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

19,037

 

11,790

 

17,808

 

16,957

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

2,121

 

1,712

 

3,696

 

3,168

 

Interest expense

 

(1,554

)

(1,239

)

(3,053

)

(2,531

)

Other

 

(622

)

137

 

(511

)

(481

)

Total other income (expense)

 

(55

)

610

 

132

 

156

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes, equity in income (loss) of investees and minority interests

 

18,982

 

12,400

 

17,940

 

17,113

 

Income tax expense

 

(5,578

)

(336

)

(4,836

)

(45

)

Equity in income (loss) of investees and minority interests

 

(887

)

312

 

(686

)

300

 

Net income

 

12,517

 

12,376

 

12,418

 

17,368

 

Preferred stock dividend

 

 

 

(865

)

(878

)

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders

 

$

12,517

 

$

12,376

 

$

11,553

 

$

16,490

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per basic common share

 

$

0.32

 

$

0.32

 

$

0.29

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of basic common shares outstanding

 

39,481

 

39,022

 

39,432

 

38,947

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

$

0.28

 

$

0.29

 

$

0.28

 

$

0.41

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

46,993

 

46,516

 

43,309

 

43,005

 

 

7




priceline.com Incorporated
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO PRO FORMA
FINANCIAL INFORMATION
(unaudited)
(In thousands, except per share data)

 

 

Three Months Ended

 

 

 

June 30, 2006

 

 

 

GAAP

 

Adjustments

 

Pro Forma

 

Merchant revenues

 

$

250,524

 

$

 

$

250,524

 

Agency revenues

 

55,892

 

 

55,892

 

Other revenues

 

1,235

 

 

1,235

 

Total revenues

 

307,651

 

 

307,651

 

 

 

 

 

 

 

 

 

Cost of merchant revenues

 

201,847

 

(340

)(a)

201,507

 

Cost of agency revenues

 

 

 

 

Cost of other revenues

 

 

 

 

Total costs of revenues

 

201,847

 

(340

)

201,507

 

 

 

 

 

 

 

 

 

Gross profit

 

105,804

 

340

 

106,144

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Advertising - Offline

 

8,861

 

 

8,861

 

Advertising - Online

 

30,493

 

 

30,493

 

Sales and marketing

 

10,708

 

 

10,708

 

Personnel, including stock based compensation of $3,717

 

18,757

 

(3,717

)(b)

15,040

 

General and administrative, including option payroll taxes of $130

 

7,256

 

(130

)(c)

7,126

 

Information technology

 

2,332

 

 

2,332

 

Depreciation and amortization

 

8,360

 

(5,774

)(a)

2,586

 

 

 

 

 

 

 

 

 

Total operating expenses

 

86,767

 

(9,621

)

77,146

 

 

 

 

 

 

 

 

 

Operating income

 

19,037

 

9,961

 

28,998

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest income

 

2,121

 

 

2,121

 

Interest expense

 

(1,554

)

 

(1,554

)

Other

 

(622

)

 

(622

)

Total other income (expense)

 

(55

)

 

(55

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes, equity in loss of investees and minority interests 

 

18,982

 

9,961

 

28,943

 

Income tax (expense) benefit

 

(5,578

)

903

 (d)

(4,675

)

Equity in loss of investees and minority interests

 

(887

)

(381

)(e)

(1,268

)

Net income

 

12,517

 

10,483

 

23,000

 

Preferred stock dividend

 

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders

 

$

12,517

 

$

10,483

 

$

23,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per basic common share

 

$

0.32

 

 

 

$

0.58

 

 

 

 

 

 

 

 

 

Weighted average number of basic common shares outstanding

 

39,481

 

 

 

39,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

$

0.28

 

 

 

$

0.55

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

46,993

 

(5,230

)(f)

41,763

 


(a)             Adjustment for amortization of acquisition-related intangibles, primarily related to Travelweb LLC, Active Hotels Ltd. and Bookings B.V.

(b)             Adjustment for stock-based compensation.

(c)             Adjustment for option payroll taxes.

(d)             Adjustment for non-cash income tax provision. In addition, adjustment to reflect the tax impact of certain other pro forma adjustments.

(e)             Impact on minority interests of pro forma adjustments.

(f)               Adjustment for the impact of EITF 04-08. Also, adjustment to include shares of restricted stock that were not considered in GAAP calculation of weighted average number of diluted common shares outstanding.

(g)            Adjustment for preferred stock dividend.

8




priceline.com Incorporated
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO PRO FORMA
FINANCIAL INFORMATION
(unaudited)
(In thousands, except per share data)

 

 

Six Months Ended

 

 

 

June 30, 2006

 

 

 

GAAP

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Merchant revenues

 

$

460,962

 

$

 

$

460,962

 

Agency revenues

 

86,273

 

 

86,273

 

Other revenues

 

2,329

 

 

2,329

 

Total revenues

 

549,564

 

 

549,564

 

 

 

 

 

 

 

 

 

Cost of merchant revenues

 

371,530

 

(680

)(a)

370,850

 

Cost of agency revenues

 

 

 

 

Cost of other revenues

 

 

 

 

Total costs of revenues

 

371,530

 

(680

)

370,850

 

 

 

 

 

 

 

 

 

Gross profit

 

178,034

 

680

 

178,714

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Advertising - Offline

 

18,298

 

 

18,298

 

Advertising - Online

 

52,354

 

 

52,354

 

Sales and marketing

 

20,290

 

 

20,290

 

Personnel, including stock based compensation of $6,734

 

35,211

 

(6,734

)(b)

28,477

 

General and administrative, including option payroll taxes of $219

 

12,993

 

(219

)(c)

12,774

 

Information technology

 

4,639

 

 

4,639

 

Depreciation and amortization

 

16,306

 

(11,334

)(a)

4,972

 

Restructuring charge (reversal), net

 

135

 

(135

)(h)

 

 

 

 

 

 

 

 

 

Total operating expenses

 

160,226

 

(18,422

)

141,804

 

 

 

 

 

 

 

 

 

Operating income

 

17,808

 

19,102

 

36,910

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest income

 

3,696

 

 

3,696

 

Interest expense

 

(3,053

)

 

(3,053

)

Other

 

(511

)

 

(511

)

Total other income

 

132

 

 

132

 

 

 

 

 

 

 

 

 

Earnings before income taxes, equity in loss of investees and minority interests

 

17,940

 

19,102

 

37,042

 

Income tax expense

 

(4,836

)

(188

)(d)

(5,024

)

Equity in loss of investees and minority interests

 

(686

)

(765

)(e)

(1,451

)

Net income

 

12,418

 

18,149

 

30,567

 

Preferred stock dividend

 

(865

)

865

 (f)

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders

 

$

11,553

 

$

19,014

 

$

30,567

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per basic common share

 

$

0.29

 

 

 

$

0.78

 

 

 

 

 

 

 

 

 

Weighted average number of basic common shares outstanding

 

39,432

 

 

 

39,432

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

$

0.28

 

 

 

$

0.74

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

43,309

 

(1,954

)(g)

41,355

 


(a)             Adjustment for amortization of acquisition-related intangibles, primarily related to Travelweb LLC, Active Hotels Ltd. and Bookings B.V.

(b)             Adjustment for stock-based compensation.

(c)             Adjustment for option payroll taxes.

(d)             Adjustment for non-cash income tax provision.  In addition, adjustment to reflect the tax impact of certain other pro forma adjustments.

(e)             Impact on minority interests of pro forma adjustments.

(f)               Adjustment for preferred stock dividend.

(g)            Adjustment for the impact of EITF 04-08. Also, adjustment to include shares of restricted stock that were not considered in GAAP calculation of weighted average number of diluted common shares outstanding.

(h)            Adjustment to exclude restructuring charge.

9




priceline.com Incorporated
Statistical Data
In thousands

Gross Bookings

 

3Q04

 

4Q04

 

1Q05

 

2Q05

 

3Q05

 

4Q05

 

1Q06

 

2Q06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

$

156,946

 

$

197,634

 

$

241,935

 

$

266,447

 

$

343,214

 

$

323,900

 

$

480,506

 

$

609,284

 

Merchant

 

278,339

 

218,541

 

267,815

 

303,017

 

267,840

 

212,861

 

266,315

 

318,066

 

Total

 

$

435,285

 

$

416,175

 

$

509,750

 

$

569,464

 

$

611,054

 

$

536,761

 

$

746,821

 

$

927,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

424,815

 

$

367,199

 

$

437,848

 

$

491,949

 

$

446,232

 

$

378,301

 

$

474,007

 

$

570,757

 

International

 

10,470

 

48,976

 

71,902

 

77,515

 

164,822

 

158,460

 

272,814

 

356,593

 

Total

 

$

435,285

 

$

416,175

 

$

509,750

 

$

569,464

 

$

611,054

 

$

536,761

 

$

746,821

 

$

927,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year/Year Growth

 

43.7

%

61.1

%

40.4

%

20.3

%

40.4

%

29.0

%

46.5

%

62.8

%

 

Units Sold

 

3Q04

 

4Q04

 

1Q05

 

2Q05

 

3Q05

 

4Q05

 

1Q06

 

2Q06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airline Tickets

 

725

 

644

 

747

 

789

 

680

 

582

 

728

 

821

 

Year/Year Growth

 

65.5

%

61.5

%

20.0

%

-4.1

%

-6.2

%

-9.6

%

-2.6

%

4.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Room-Nights

 

2,087

 

2,007

 

2,556

 

2,736

 

3,499

 

2,968

 

4,153

 

4,995

 

Year/Year Growth

 

26.2

%

51.1

%

52.0

%

37.1

%

67.7

%

47.8

%

62.5

%

82.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Car Days

 

1,364

 

1,065

 

1,278

 

1,535

 

1,692

 

1,315

 

1,621

 

2,000

 

Year/Year Growth

 

12.1

%

15.4

%

5.3

%

8.9

%

24.0

%

23.4

%

26.8

%

30.3

%

 

Units Sold

 

3Q04

 

4Q04

 

1Q05

 

2Q05

 

3Q05

 

4Q05

 

1Q06

 

2Q06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

235,882

 

$

194,968

 

$

233,392

 

$

266,557

 

$

258,797

 

$

203,913

 

$

241,914

 

$

307,651

 

Year/Year Growth

 

-3.1

%

8.2

%

4.1

%

2.8

%

9.7

%

4.6

%

3.7

%

15.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

51,104

 

$

49,897

 

$

57,707

 

$

65,234

 

$

80,002

 

$

64,919

 

$

72,231

 

$

105,804

 

Year/Year Growth

 

25.7

%

56.8

%

33.0

%

21.3

%

56.5

%

30.1

%

25.2

%

62.2

%

 

Gross Bookings represent the total dollar value of travel booked, inclusive of taxes and fees.

The gross bookings and units sold information reflects results from Active Hotels and Bookings since acquisition.

10



-----END PRIVACY-ENHANCED MESSAGE-----