EX-99.1 2 a09-13147_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Priceline.com Reports Financial Results for 1st Quarter 2009

 

     NORWALK, Conn., May 11, 2009 . . . Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 1st quarter 2009. Gross travel bookings for the 1st quarter, which refers to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers, were $1.9 billion, an increase of 10.5% over a year ago.

 

Priceline.com had revenues in the 1st quarter of $462.1 million, a 14.6% increase over a year ago. The Company’s international operations contributed revenues in the 1st quarter of $114.6 million, a 10.0% increase versus a year ago (approximately 30% growth on a local currency basis).  Priceline.com’s gross profit for the 1st quarter was $208.3 million, a 15.0% increase from the prior year. The Company’s international operations contributed gross profit in the 1st quarter of $113.9 million, a 10.4% increase versus a year ago (approximately 30% growth on a local currency basis).  The Company’s operating income in 1st quarter 2009 was $42.8 million, a 34.9% increase from the prior year. Priceline.com had GAAP net income for the 1st quarter of $25.0 million or $0.53 per diluted share, which compares to $13.8 million or $0.28 per diluted share in the same period a year ago.

 

Pro forma EBITDA for the 1st quarter 2009 was $63.7 million, an increase of 33.5% over a year ago. Pro forma net income in the 1st quarter was $51.3 million or $1.09 per diluted share, compared to $0.76 per share a year ago. First Call analyst consensus for the 1st quarter 2009 was $0.91 per diluted share. The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of pro forma financial measures in this press release and the attached financial and statistical supplement reconciles pro forma financial information with priceline.com’s financial results under GAAP.

 

“We are pleased with the results achieved by priceline.com in the 1st quarter 2009”, said priceline.com President and Chief Executive Officer Jeffery H. Boyd.  “Despite worldwide recessionary conditions, which continued to adversely impact overall travel demand and pricing,  priceline.com continued to gain market share, with hotel room nights up 36%, rental car days up 15% and airline ticket sales up 28%.  Priceline.com also showed improved gross and operating margins in the quarter.”

 

Mr. Boyd continued, “Our international operations grew gross travel bookings by 24% on a local currency basis.  Booking.com continues to expand its hotel network with over 66,000 properties in over 70 countries around the world.   Booking.com offers an extensive and growing collection of attractively priced hotels in leading destinations around the world.  We provide hotel supplier/partners with access to worldwide demand that is of tremendous value in this economic climate. For our international customers, we provide them with the most extensive content available in 22 different languages and access to a broad proprietary supply of rates and availability as they shop for the best value.”

 

 “In the U.S., our gross travel bookings increased 18% in the quarter.  Suppliers have actively used our opaque Name-Your-Own-Price® services to supplement demand in a weak economy, allowing us to offer consumers the lowest available prices.  We also are the market leader in helping consumers to save money on published-price travel services.”

 



 

Looking forward, Mr. Boyd said, “Visibility for the worldwide economy and the travel industry in particular, remains cloudy for 2009.  Macroeconomic conditions continue to impact travel demand, pricing and foreign currency exchange rates.  Pricing competition increased towards the end of 1st quarter as other on-line travel agents launched promotions to eliminate fees on airline tickets and reduce fees on hotel room bookings to compete with our low price positioning.  The swine flu outbreak presents another variable that we believe is likely to adversely impact travel demand, but the degree and duration of that impact cannot be predicted at this time. We believe that the best course of action for priceline.com.com in these times is to continue to carefully manage expenses while building out our brands on a global basis, serving our customers with consistently outstanding deals and value, and providing our supplier/partners with an efficient, effective platform to sell their services.”

 

Forward Guidance

 

Priceline.com said it was targeting the following for 2nd quarter 2009:

 

·                  Gross travel bookings of approximately $2.1 billion to $2.15 billion.

 

·                  Year-over-year change in international gross travel bookings of approximately 15% on a local currency basis (flat year-over-year on a U.S. dollar basis).

 

·                  Year-over-year increase in domestic gross travel bookings of approximately 5%.

 

·                  Year-over-year increase in revenue of approximately 8% to 13%.

 

·                  Year-over-year increase in gross profit of approximately 8% to 13%.

 

·                  Pro forma EBITDA of approximately $102 million to $112 million.

 

·                  Pro forma net income of between $1.65 and $1.75 per diluted share.

 

Given the current macro-economic conditions and the added uncertainty due to the swine flu outbreak, the Company stated that it would not provide earnings guidance beyond the 2nd quarter and noted that its actual performance during the 2nd quarter 2009 against the guidance above is subject to greater variability than it had been in the past.

 

Pro forma guidance for the 2nd quarter 2009:

 

·                  excludes non-cash amortization expense of acquisition-related intangibles,

 

·                  excludes non-cash stock-based compensation expense,

 

·                  excludes non-cash interest expense and gains or losses on debt extinguishment, if any, recorded pursuant to the provisions of FSP APB 14-1,

 

·                  excludes non-cash income tax expense and reflects the impact on income taxes of certain of the pro forma adjustments,

 

·                  includes the anti-dilutive impact of the “Conversion Spread Hedges” (see “Non-GAAP Financial Measures” below) on diluted common shares outstanding  related to outstanding convertible notes, and

 



 

·                  includes the dilutive impact of additional shares of unvested restricted stock, restricted stock units and performance share units because pro forma net income has been adjusted to exclude stock-based compensation.

 

In addition, pro forma EBITDA excludes depreciation and amortization expense and includes the impact of foreign currency transactions and other expenses.

 

When aggregated, the foregoing adjustments are expected to increase pro forma EBITDA over GAAP operating income by approximately $21 million in 2nd quarter 2009.

 

In addition, the foregoing adjustments are expected to increase pro forma net income over GAAP net income by approximately $30 million in the 2nd quarter 2009. On a per share basis, the Company estimates GAAP net income of approximately $1.03 to $1.13 per diluted share for the 2nd quarter 2009.

 

Effective January 1, 2009, we adopted FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires cash settled convertible debt, such as our convertible senior notes, to be separated into debt and equity components at issuance and a value to be assigned to each.

 

The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount and amortized to interest expense over the life of the bond. Although FSP APB 14-1 has no impact on our actual past or future cash flows, it requires us to adjust our previously issued financial statements and to record a significant amount of non-cash interest expense as the debt discount is amortized and may result in gains or losses on extinguishment that would not have occurred under previous GAAP.  The adoption of FSP APB 14-1 increased non-cash interest expense for the years ended December 31, 2008, 2007 and 2006 by approximately $26.1 million ($15.5 million net of tax), $28.2 million ($16.6 million net of tax), and $5.4 million ($3.2 million net of tax), respectively, and is estimated to increase fiscal year 2009 non-cash interest expense by approximately $20.3 million ($12.2 million net of tax), excluding the impact of future debt conversions, if any. The adoption of FSP APB 14-1 increased non-cash interest expense in the three months ended March 31, 2009 and 2008 by $5.2 million ($3.1 million net of tax) and $7.6 million ($4.6 million net of tax), respectively.  In addition, pursuant to the provisions of FSP APB 14-1, a gain of $2.9 million was recorded in “Foreign currency transactions and other” in the three months ended March 31, 2009 related to debt conversions that occurred in the quarter.

 

Information About Forward-Looking Statements

 

This press release contains forward-looking statements. These forward-looking statements reflect the views of the Company’s management regarding current expectations and projections about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and 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, “may,” “will,” “should,” “could,” “expects,” “does not currently expect,” “plans,” “anticipates,” “intends,” “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 general market conditions for leisure and other travel services as a result of, among other things, decreased consumer spending, general economic downturn, terrorist attacks, natural disasters or adverse weather, the bankruptcy or insolvency of a major airline, or the outbreak of an epidemic or pandemic disease, such as the recent swine flu outbreak;

 

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

 

· fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;

 

· the effects of increased competition, including the potential impact of increased pricing competition initiated by other on-line travel agents toward the end of 1st quarter 2009 in the form of reduced booking fees and/or the launch by competitors of an “opaque” travel offering;

 

· 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;

 

· our ability to expand successfully in international markets;

 

· the ability to attract and retain qualified personnel;

 

· difficulties integrating recent or future acquisitions, such as the 4th quarter 2007 acquisition of Agoda, including ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesses;

 

· the occurrence of an external or internal security breach of our systems or other Internet based systems involving personal customer information, credit card information or other sensitive data;

 

· systems-related failures and/or security breaches, including without limitation, “denial-of-service” type attacks on our system, 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; and

 

· legal and regulatory risks.

 

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 EBITDA represents GAAP operating income excluding depreciation and amortization expense, plus foreign currency transactions and other expense and the pro forma adjustments relating to stock-based compensation expense and payroll taxes related to stock-based compensation described below.

 

Pro forma EBITDA, 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 EBITDA, 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 analysts and investors to evaluate 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. These pro forma metrics, in particular pro forma EBITDA and pro forma net income, are not intended to represent funds available for priceline.com’s discretionary use and are not intended to represent or to be used as a substitute for operating income, net income or cash flows from operations data as measured under GAAP. The items excluded from these pro forma metrics, but included in the calculation of their closest GAAP equivalent, are significant components of consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance. Pro forma financial information is adjusted for the following items:

 

·                  Amortization expense of acquisition-related intangibles is excluded because it does not impact cash earnings.

 

·                  Stock-based compensation expense is excluded because it does not impact cash earnings and is reflected in earnings per share through increased share count.

 

·                  Payroll tax expense related to stock-based compensation is excluded for the three months ended March 31, 2008 because the expense is driven primarily by stock option exercise and share award vesting activity and the market price of priceline.com’s common stock and often shows volatility unrelated to operating results.  As of January 1, 2009, we no longer exclude payroll tax expense related to stock-based compensation due to its relative insignificance to our consolidated financial statements.

 

·                  Interest expense related to the amortization of debt discount and gains or losses on debt extinguishment recorded in 2009, and in 2008 on a retrospective basis, pursuant to the provisions of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” are excluded because they are non-cash in nature. Pursuant to the provisions of FSP APB 14-1, certain debt issuance costs were reclassified to equity and are therefore no longer amortized in GAAP or pro forma earnings (as of January 1, 2009).

 

·                  Net income attributable to noncontrolling interests is adjusted for the impact of certain of the pro forma adjustments described above.

 

·                  For calculating pro forma net income per share:

 

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

 



 

·                  fully diluted share count is adjusted to include the anti-dilutive impact of “Conversion Spread Hedges” related to priceline.com’s convertible securities that increase the effective conversion price of the currently outstanding 0.50% convertible notes due 2011 and 0.75% convertible notes due 2013 from their stated $40.38 conversion price to an effective conversion price of $50.47 per share. Under GAAP, the anti-dilutive impact of the Conversion Spread Hedges is not reflected on the outstanding diluted share count until the end of the hedge in 2011 and 2013 if and when shares are delivered.

 

·                  All unvested shares of restricted common stock, restricted stock units and performance share units 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.

 

About Priceline.com® Incorporated

 

Priceline.com Incorporated (Nasdaq: PCLN) www.priceline.com provides online travel services in 28 languages in over 78 countries in Europe, North America, Asia, the Middle East and Africa. Included in the priceline.com family of companies is Booking.com, a leading international online hotel reservation service, priceline.com, a leading U.S. online travel service for value-conscious leisure travelers, and Agoda.com, an Asian online hotel reservation service.

 

Priceline.com believes that Booking.com is Europe’s largest and fastest growing hotel reservation service, with a network of affiliated Web sites. Booking.com operates in over 70 countries in 22 languages and offers its customers access to over 66,000 participating hotels worldwide.

 

In the U.S., priceline.com gives customers more ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises than any other Internet travel service. In addition to getting great published prices, leisure travelers can narrow their searches using priceline.com’s TripFilter advanced search technology, customize their search activity through priceline.com’s Inside Track features, create packages to save even more money, and take advantage of priceline.com’s famous Name-Your-Own-Price® service, which can deliver the lowest prices available.

 

Priceline.com also operates the following travel websites: Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees.

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

 

 

December 31,

 

 

 

March 31,

 

2008

 

 

 

2009

 

As Adjusted

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

291,260

 

$

364,550

 

Restricted cash

 

1,552

 

2,528

 

Short-term investments

 

205,794

 

98,888

 

Accounts receivable, net of allowance for doubtful accounts of $7,957 and $8,429, respectively

 

104,747

 

92,328

 

Prepaid expenses and other current assets

 

27,253

 

23,463

 

Deferred income taxes

 

15,779

 

12,142

 

Total current assets

 

646,385

 

593,899

 

 

 

 

 

 

 

Property and equipment, net

 

28,560

 

29,404

 

Intangible assets, net

 

174,886

 

193,231

 

Goodwill

 

321,122

 

326,863

 

Deferred income taxes

 

142,507

 

153,955

 

Other assets

 

14,568

 

15,069

 

 

 

 

 

 

 

Total assets

 

$

1,328,028

 

$

1,312,421

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

77,832

 

$

46,290

 

Accrued expenses and other current liabilities

 

74,458

 

77,713

 

Deferred merchant bookings

 

35,608

 

29,664

 

Convertible debt

 

306,412

 

317,910

 

Total current liabilities

 

494,310

 

471,577

 

 

 

 

 

 

 

Deferred taxes

 

44,266

 

48,933

 

Other long-term liabilities

 

18,717

 

18,010

 

Total liabilities

 

557,293

 

538,520

 

 

 

 

 

 

 

Convertible debt

 

66,068

 

75,075

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.008 par value, authorized 1,000,000,000 shares, 48,476,914, and 47,664,766 shares issued, respectively

 

373

 

367

 

Treasury stock, 6,840,576 and 6,685,048 shares, respectively

 

(506,662

)

(493,555

)

Additional paid-in capital

 

2,194,613

 

2,176,556

 

Accumulated deficit

 

(919,122

)

(944,145

)

Accumulated other comprehensive income

 

(64,535

)

(40,397

)

Total stockholders’ equity

 

704,667

 

698,826

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,328,028

 

$

1,312,421

 

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

 

 

2008

 

 

 

2009

 

As Adjusted

 

 

 

 

 

 

 

Merchant revenues

 

$

337,034

 

$

289,159

 

Agency revenues

 

120,225

 

109,932

 

Other revenues

 

4,799

 

4,089

 

Total revenues

 

462,058

 

403,180

 

 

 

 

 

 

 

Cost of revenues (1)

 

253,728

 

222,077

 

 

 

 

 

 

 

Gross profit

 

208,330

 

181,103

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Advertising - Offline

 

10,766

 

12,031

 

Advertising - Online

 

68,117

 

57,800

 

Sales and marketing

 

18,419

 

16,333

 

Personnel, including stock-based compensation of $10,593 and $9,939, respectively

 

39,510

 

36,883

 

General and administrative

 

14,788

 

11,789

 

Information technology

 

4,527

 

4,149

 

Depreciation and amortization

 

9,361

 

10,353

 

 

 

 

 

 

 

Total operating expenses

 

165,488

 

149,338

 

 

 

 

 

 

 

Operating income

 

42,842

 

31,765

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest income

 

741

 

4,172

 

Interest expense

 

(6,805

)

(10,061

)

Foreign currency transactions and other

 

3,817

 

(5,084

)

Total other income (expense)

 

(2,247

)

(10,973

)

 

 

 

 

 

 

Earnings before income taxes and equity in loss of investees

 

40,595

 

20,792

 

Income tax expense

 

(15,541

)

(6,506

)

Equity in loss of investees

 

(31

)

(89

)

Net income

 

25,023

 

14,197

 

Less: net income attributable to noncontrolling interests

 

 

421

 

 

 

 

 

 

 

Net income applicable to common stockholders of priceline.com Incorporated

 

$

25,023

 

$

13,776

 

 

 

 

 

 

 

Net income applicable to common stockholders per basic common share

 

$

0.61

 

$

0.36

 

 

 

 

 

 

 

Weighted average number of basic common shares outstanding

 

41,004

 

38,224

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

$

0.53

 

$

0.28

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

47,013

 

49,134

 

 


(1)

 

Cost of revenues entirely reflect Name Your Own Price® transactions whose revenues are recorded “gross” with a corresponding cost of revenue while retail transactions are recorded “net” with no corresponding cost of revenues.

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

 

 

2008

 

 

 

2009

 

As Adjusted

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

25,023

 

$

14,197

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

Depreciation

 

3,453

 

3,608

 

Amortization

 

5,908

 

7,017

 

Provision for uncollectible accounts, net

 

1,062

 

1,942

 

Deferred income taxes

 

9,035

 

(485

)

Stock-based compensation expense

 

10,593

 

9,939

 

Amortization of debt issuance costs

 

516

 

608

 

Amortization of debt discount

 

5,197

 

7,553

 

Gain on extinguishment of debt

 

(2,870

)

 

Equity in loss of investees

 

31

 

89

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(15,930

)

(25,700

)

Prepaid expenses and other current assets

 

(167

)

1,757

 

Accounts payable, accrued expenses and other current liabilities

 

32,011

 

21,902

 

Other

 

302

 

955

 

Net cash provided by operating activities

 

74,164

 

43,382

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of investments

 

(139,453

)

(16,678

)

Maturity of investments

 

31,202

 

94,131

 

Additions to property and equipment

 

(3,091

)

(2,854

)

Acquisitions and other equity investments, net of cash acquired

 

 

(463

)

Change in restricted cash

 

959

 

(1,536

)

Net cash (used in) provided by investing activities

 

(110,383

)

72,600

 

FINANCING ACTIVITIES:

 

 

 

 

 

Payments related to conversion of senior notes

 

(20,505

)

 

Repurchase of common stock

 

(13,107

)

(3,273

)

Proceeds from exercise of stock options

 

1,202

 

1,366

 

Excess tax benefit on stock-based compensation

 

1,277

 

550

 

Net cash used in financing activities

 

(31,133

)

(1,357

)

Effect of exchange rate changes on cash and cash equivalents

 

(5,938

)

8,251

 

Net increase (decrease) in cash and cash equivalents

 

(73,290

)

122,876

 

Cash and cash equivalents, beginning of period

 

364,550

 

385,359

 

Cash and cash equivalents, end of period

 

$

291,260

 

$

508,235

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the period for income taxes

 

$

8,159

 

$

8,790

 

Cash paid during the period for interest

 

$

2,150

 

$

3,534

 

 



 

priceline.com Incorporated

UNAUDITED RECONCILIATION OF GAAP TO PRO FORMA FINANCIAL INFORMATION

(In thousands, except per share data)

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

2008

 

 

 

 

 

2009

 

As Adjusted

 

RECONCILIATION OF GAAP OPERATING INCOME TO PRO FORMA EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Operating income

 

$

42,842

 

$

31,765

 

 

 

 

 

 

 

 

 

(a)

 

Amortization of acquired intangible assets in Cost of revenues

 

 

272

 

(b)

 

Stock-based compensation

 

10,593

 

9,939

 

(c)

 

Stock-based compensation payroll taxes

 

 

488

 

(i)

 

Depreciation and amortization

 

9,361

 

10,353

 

(j)

 

Foreign currency transactions and other

 

3,817

 

(5,084

)

(f)

 

Gain on extinguishment of debt

 

(2,870

)

 

 

 

 

 

 

 

 

 

 

 

Pro Forma EBITDA

 

$

63,743

 

$

47,733

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

2008

 

 

 

 

 

2009

 

As Adjusted

 

RECONCILIATION OF GAAP TO PRO FORMA NET INCOME APPLICABLE TO COMMON STOCKHOLDERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net income applicable to common stockholders

 

$

25,023

 

$

13,776

 

 

 

 

 

 

 

 

 

(a)

 

Amortization of acquired intangible assets in Cost of revenues

 

 

272

 

(a)

 

Amortization of acquired intangible assets in Depreciation and amortization

 

5,905

 

6,745

 

(b)

 

Stock-based compensation

 

10,593

 

9,939

 

(c)

 

Stock-based compensation payroll taxes

 

 

488

 

(d)

 

Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes

 

7,432

 

(937

)

(e)

 

Impact on noncontrolling interests of other pro forma adjustments

 

 

(324

)

(f)

 

Amortization related to FSP APB 14-1

 

5,197

 

7,390

 

(f)

 

Gain on extinguishment of debt

 

(2,870

)

 

 

 

 

 

 

 

 

 

 

 

Pro Forma Net income applicable to common stockholders

 

$

51,280

 

$

37,349

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

2008

 

 

 

 

 

2009

 

As Adjusted

 

RECONCILIATION OF GAAP TO PRO FORMA NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP weighted average number of diluted common shares outstanding

 

47,013

 

49,134

 

 

 

 

 

 

 

 

 

(g)

 

Adjustment for Conversion Spread Hedges

 

(964

)

(775

)

(h)

 

Adjustment for restricted stock, restricted stock units and performance units

 

1,128

 

1,046

 

 

 

 

 

 

 

 

 

 

 

Pro Forma Weighted average number of diluted common shares outstanding

 

47,177

 

49,405

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

 

 

 

 

 

 

GAAP

 

$

0.53

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

$

1.09

 

$

0.76

 

 


(a)

 

Amortization of acquired intangible assets is recorded in Cost of revenues and Depreciation and amortization.

(b)

 

Stock-based compensation is recorded in Personnel expense.

(c)

 

Stock-based compensation payroll taxes are recorded in General and administrative expense. As of January1, 2009, we no longer exclude payroll tax expense related to stock-based compensation due to its relative insignificance to our consolidated financial statements.

(d)

 

Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes are recorded in Income tax expense.

(e)

 

Impact on noncontrolling interests of other pro forma adjustments are recorded in Net income attributable to noncontrolling interests.

(f)

 

Non-cash interest expense related to the amortization of debt discount and gains on debt extinguishment, pursuant to the provisions of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” are recorded in Interest expense and Foreign currency transactions and other, respectively.

(g)

 

Reflects the impact of the Conversion Spread Hedges that increase the effective conversion price of the currently outstanding Convertible Senior Notes due September 30, 2011 and the Convertible Senior Notes due September 30, 2013 from their stated $40.38 conversion price to an effective conversion price of $50.47 per share.  Under GAAP, the anti-dilutive impact of the Conversion Spread Hedges is not reflected on the outstanding diluted share count until the end of the hedge when shares are delivered.

(h)

 

All shares of restricted common stock, restricted stock units and performance share units 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.

(i)

 

Depreciation and amortization are excluded from Operating income to calculate EBITDA.

(j)

 

Foreign currency transactions and other are added to Operating income to calculate EBITDA.

 



 

priceline.com Incorporated

Statistical Data

In thousands

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Bookings

 

4Q06

 

1Q07

 

2Q07

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

423,275

 

$

478,812

 

$

547,787

 

$

602,205

 

$

525,571

 

$

720,968

 

$

872,284

 

$

799,578

 

$

688,923

 

$

851,157

 

International**

 

319,136

 

519,679

 

687,124

 

788,478

 

679,760

 

1,037,644

 

1,237,681

 

1,250,850

 

792,190

 

1,092,427

 

Total

 

$

742,410

 

$

998,491

 

$

1,234,911

 

$

1,390,683

 

$

1,205,331

 

$

1,758,612

 

$

2,109,965

 

$

2,050,427

 

$

1,481,113

 

$

1,943,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

$

491,070

 

$

710,528

 

$

919,260

 

$

1,042,619

 

$

912,698

 

$

1,370,119

 

$

1,656,775

 

$

1,603,693

 

$

1,108,024

 

$

1,469,956

 

Merchant**

 

251,340

 

287,963

 

315,651

 

348,064

 

292,633

 

388,493

 

453,190

 

446,734

 

373,089

 

473,628

 

Total

 

$

742,410

 

$

998,491

 

$

1,234,911

 

$

1,390,683

 

$

1,205,331

 

$

1,758,612

 

$

2,109,965

 

$

2,050,427

 

$

1,481,113

 

$

1,943,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year/Year Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

11.9

%

1.0

%

-4.0

%

19.3

%

24.2

%

50.6

%

59.2

%

32.8

%

31.1

%

18.1

%

International

 

101.4

%

90.5

%

92.7

%

97.9

%

113.0

%

99.7

%

80.1

%

58.6

%

16.5

%

5.3

%

excluding estimated F/X impact

 

86.3

%

74.5

%

79.6

%

83.4

%

89.9

%

75.0

%

55.8

%

44.7

%

27.6

%

23.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

51.6

%

47.9

%

50.9

%

73.7

%

85.9

%

92.8

%

80.2

%

53.8

%

21.4

%

7.3

%

Merchant

 

18.1

%

8.1

%

-0.8

%

15.0

%

16.4

%

34.9

%

43.6

%

28.3

%

27.5

%

21.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

38.3

%

33.7

%

33.2

%

54.0

%

62.4

%

76.1

%

70.9

%

47.4

%

22.9

%

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units Sold

 

4Q06

 

1Q07

 

2Q07

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Room-Nights

 

4,265

 

5,955

 

7,242

 

7,964

 

6,616

 

9,375

 

10,879

 

11,434

 

9,126

 

12,785

 

Year/Year Growth

 

43.7

%

43.4

%

45.0

%

52.0

%

55.1

%

57.4

%

50.2

%

43.6

%

38.0

%

36.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Car Days

 

1,789

 

2,003

 

2,278

 

2,338

 

2,002

 

2,612

 

2,815

 

2,333

 

2,224

 

3,014

 

Year/Year Growth

 

36.1

%

23.6

%

13.9

%

14.4

%

11.9

%

30.4

%

23.6

%

-0.2

%

11.1

%

15.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airline Tickets

 

588

 

639

 

687

 

819

 

790

 

1,169

 

1,362

 

1,186

 

1,135

 

1,496

 

Year/Year Growth

 

0.9

%

-12.2

%

-16.3

%

23.0

%

34.4

%

83.0

%

98.2

%

44.8

%

43.7

%

28.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4Q06

 

1Q07

 

2Q07

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

260,071

 

$

301,389

 

$

355,880

 

$

417,287

 

$

334,853

 

$

403,180

 

$

513,976

 

$

561,609

 

$

406,041

 

$

462,058

 

Year/Year Growth

 

27.5

%

24.6

%

15.7

%

33.1

%

28.8

%

33.8

%

44.4

%

34.6

%

21.3

%

14.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

99,517

 

$

119,717

 

$

157,211

 

$

202,331

 

$

160,152

 

$

181,103

 

$

253,725

 

$

316,078

 

$

205,065

 

$

208,330

 

Year/Year Growth

 

53.3

%

65.7

%

48.6

%

63.8

%

60.9

%

51.3

%

61.4

%

56.2

%

28.0

%

15.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


** Includes $37.5 million, $32.4 million, $24.2 million, $24.6 million and $13.4 million of Agoda gross bookings in 4Q08, 3Q08, 2Q08, 1Q08 and 4Q07, respectively since acquisition on November 6, 2007.

 



 

priceline.com Incorporated

Estimated Impact of Share Price Movements on Weighted Average GAAP and Pro Forma Diluted Shares Outstanding

In millions

(Unaudited)

 

 

The following table is intended to demonstrate the estimated potential impact of share price movements on the number of equivalent shares included in the fully diluted share count used to calculate diluted earnings per share.  Actual results are likely to differ due to the impact of option exercises, equity repurchases, issuances and forfeitures of restricted stock, restricted stock units and performance share units, any conversions of our convertible notes and the elimination of the anti-dilutive impact of our conversion spread hedges associated with the convertible notes converted prior to maturity. The table below is for illustrative purposes only; the Company is unable to predict its future stock price and the Company’s stock could trade below or above the per share prices in the table below.

 

 

 

 

 

Estimated Weighted Average Number of Diluted Shares Outstanding

 

 

 

 

 

GAAP

 

Adjustments(1)

 

Pro Forma

 

 

 

 

 

1Q09

 

2009

 

1Q09

 

2009

 

1Q09

 

2009

 

Closing Share Price Assumption(2)

 

$

40.00

 

46.3

 

45.3

 

(0.1

)

(0.3

)

46.2

 

45.0

 

 

 

$

45.00

 

46.6

 

45.7

 

(0.1

)

(0.2

)

46.5

 

45.5

 

 

 

$

50.00

 

46.8

 

46.0

 

 

(0.1

)

46.8

 

45.9

 

 

 

$

55.00

 

47.1

 

46.3

 

 

(0.1

)

47.0

 

46.2

 

 

 

$

60.00

 

47.3

 

46.6

 

 

 

47.3

 

46.6

 

 

 

$

65.00

 

47.4

 

46.9

 

0.1

 

 

47.5

 

46.9

 

 

 

$

70.00

 

47.6

 

47.1

 

0.1

 

0.1

 

47.7

 

47.2

 

 

 

$

75.00

 

47.8

 

47.3

 

0.1

 

0.1

 

47.9

 

47.4

 

 

 

$

80.00

 

47.9

 

47.5

 

0.2

 

0.1

 

48.1

 

47.6

 

 

 

$

85.00

 

48.1

 

47.7

 

0.2

 

0.2

 

48.2

 

47.9

 

 

 

$

90.00

 

48.2

 

47.8

 

0.2

 

0.2

 

48.4

 

48.1

 

 

 

$

95.00

 

48.3

 

48.0

 

0.2

 

0.2

 

48.6

 

48.2

 

 

 

$

100.00

 

48.4

 

48.1

 

0.3

 

0.3

 

48.7

 

48.4

 

 

 

$

105.00

 

48.5

 

48.3

 

0.3

 

0.3

 

48.8

 

48.6

 

 

 

$

110.00

 

48.6

 

48.4

 

0.3

 

0.3

 

48.9

 

48.7

 

 

 

$

115.00

 

48.7

 

48.5

 

0.3

 

0.3

 

49.1

 

48.9

 

 

 

$

120.00

 

48.8

 

48.6

 

0.3

 

0.4

 

49.2

 

49.0

 

 

 

$

125.00

 

48.9

 

48.7

 

0.3

 

0.4

 

49.3

 

49.1

 

 

 

$

130.00

 

49.0

 

48.8

 

0.4

 

0.4

 

49.4

 

49.2

 

 

 

$

135.00

 

49.1

 

48.9

 

0.4

 

0.4

 

49.5

 

49.3

 

 

 

$

140.00

 

49.2

 

49.0

 

0.4

 

0.4

 

49.6

 

49.4

 

 


(1)  Reflects the anti-dilutive impact of the “Conversion Spread Hedges” associated with convertible notes that remain outstanding to maturity and the dilutive impact of additional shares of unvested restricted stock, restricted stock units and performance share units because pro forma net income has been adjusted to exclude stock-based compensation.

 

(2)  Estimated weighted average number of diluted shares outstanding is estimated as follows:

2Q09: Uses actual daily share prices from March 1, 2009 through May 8, 2009, and the closing share price assumption from May 11, 2009 through June 30, 2009.

2009:  Uses actual daily share prices from January 1, 2009 through May 8, 2009, and the closing share price assumption from May 11, 2009 through December 31, 2009.