EX-99.1 2 a10-4093_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Priceline.com Reports Financial Results for 4th Quarter and Full-Year 2009

 

NORWALK, Conn., Feb. 17 /PRNewswire-FirstCall/ — Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 4th quarter and full year 2009. Gross travel bookings for the 4th quarter, which refers to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers, were $2.26 billion, an increase of 52.9% over a year ago.

 

Priceline.com had revenues in the 4th quarter of $541.8 million, a 33.4% increase over a year ago. The Company’s international operations contributed revenues in the 4th quarter of $222.9 million, a 74.9% increase versus a year ago (approximately 63% on a local currency basis). Priceline.com’s gross profit for the 4th quarter was $313.2 million, a 52.7% increase from the prior year. The Company’s international operations contributed gross profit in the 4th quarter of $222.1 million, a 75.5% increase versus a year ago (approximately 63% growth on a local currency basis). The Company’s operating income in 4th quarter 2009 was $117.9 million, a 141.4% increase from the prior year. Priceline.com had GAAP net income for the 4th quarter of $78.5 million or $1.55 per diluted share, which compares to $34.1 million or $0.75 per diluted share in the same period a year ago.

 

Pro forma EBITDA for the 4th quarter 2009 was $133.2 million, an increase of 75% over the prior year.  Pro forma net income in the 4th quarter was $101.6 million or $1.99 per diluted share, compared to $1.29 per share a year ago. First Call analyst consensus for the 4th quarter 2009 was $1.68 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.

 

For full-year 2009, priceline.com had revenues of $2.34 billion, a 24.1% increase over 2008. Priceline.com’s gross profit for 2009 was $1.26 billion, a 31.9% increase from the prior year. The Company’s 2009 operating income was $470.8 million, a 62.7% increase from the prior year.  Priceline.com had GAAP net income for full-year 2009 of $489.5 million or $9.88 per diluted share, which compares to $182.2 million or $3.74 per diluted share in 2008. GAAP net income for 2009 was positively affected by a $183.3 million non-cash tax benefit from reversing a portion of the valuation allowance related to the Company’s net operating loss carry forwards. The valuation allowance was reversed to reflect the amount of deferred tax asset that is estimated to be more likely than not to be realized after taking into consideration current operating results and future estimated taxable income.  Pro forma EBITDA for 2009 was $547.7 million, an increase of 45.1% over a year ago. Pro forma net income for 2009 was $425.2 million or $8.52 per diluted share, compared to $5.96 per share a year ago.

 

“Worldwide gross travel bookings growth accelerated in the 4th quarter due to strong underlying fundamentals, weak results in the prior year period amidst the global recession and improving currency and ADR comparisons,” said priceline.com’s President and Chief Executive Officer Jeffery H. Boyd.  “Hotel room nights booked grew 59.9% on a global basis, representing share gains for Booking.com, priceline.com and Agoda.com.  Our international business grew gross travel bookings at 81% (69.5% in local currency) as it continued to benefit from geographic expansion, increased hotel supply and consumer shift to online bookings.  Domestic gross bookings grew 20.6% in the quarter and the business seems well positioned to compete in an environment where pricing is more stable and where our competition will soon anniversary the conversion benefit of matching priceline.com’s fee cut initiatives.”

 

Looking forward, Mr. Boyd said, “Throughout 2010, we intend to maintain our focus on building our global hotel platform and strengthening our brands by adding hotel supply, expanding in attractive geographic markets, pursuing integration opportunities and adding content and innovative functionality.  The business continues to perform well as economic conditions have stabilized; however, we do expect growth rates to decelerate going forward, particularly in the second half, as we begin to compare against periods of relatively stronger business performance.”

 

Priceline.com said it was targeting the following for 1st quarter 2010:

 

·      Year-over-year increase in total gross travel bookings of approximately 42% - 48%.

·      Year-over-year increase in international gross travel bookings of approximately 65% - 73% (an increase of approximately 56% - 64% on a local currency basis).

·      Year-over-year increase in domestic gross travel bookings of approximately 10% - 15%.

 



 

·      Year-over-year increase in revenue of approximately 23% - 27%.

·      Year-over-year increase in gross profit of approximately 50%.

·      Pro forma EBITDA of approximately $97 million to $107 million.

·      Pro forma net income of between $1.54 and $1.64 per diluted share.

 

Pro forma guidance for the 1st quarter 2010:

 

·      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, related to cash settled convertible debt,

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

·      excludes the impact, if any, of charges or benefits associated with judgments, rulings and/or settlements related to hotel occupancy tax proceedings,

·      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 net income by approximately $50 million in the 1st quarter 2010.  In addition, the foregoing adjustments are expected to increase pro forma net income over GAAP net income by approximately $25 million in the 1st quarter 2010. On a per share basis, the Company estimates GAAP net income of approximately $1.04 to $1.14 per diluted share for the 1st quarter 2010.

 

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;

 

· an adverse outcome in one or more of the hotel occupancy and other tax proceedings in which the Company is involved;

 

· 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 net income excluding depreciation and amortization expense, interest income and expense, equity in income and loss of investees, income attributable to noncontrolling interests and income taxes and the pro forma adjustments relating to stock-based compensation expense and related payroll taxes, gains and losses on debt extinguishment, charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings and the non-recurring favorable litigation settlement relating to credit card processing costs 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.

·      Cash benefit associated with the favorable resolution of litigation related to credit card processing costs is excluded because of the non-recurring nature of the settlement.

·      Charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings are excluded because the amount and timing of these items are unpredictable, not driven by core operating results and render comparisons with prior periods less meaningful.

·      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 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, related to cash settled convertible debt are excluded because they are non-cash in nature. In accordance with the related accounting standards, 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).

·      Income tax expense 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 carry forwards. Income tax expense is also adjusted to exclude the $183.3 million non-cash tax benefit from reversing a portion of the deferred tax asset valuation allowance primarily in 3rd quarter 2009.

·      Net income attributable to non-controlling 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 32 languages in over 90 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 online hotel reservation service. Booking.com operates in 76 countries in 25 languages and offers its customers access to approximately 78,000 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 operates the following travel websites: Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com also licenses its business model to independent licensees.

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

 

 

December 31,

 

 

 

December 31,

 

2008

 

 

 

2009

 

As Adjusted

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

202,141

 

$

364,550

 

Restricted cash

 

1,319

 

2,528

 

Short-term investments

 

598,014

 

98,888

 

Accounts receivable, net of allowance for doubtful accounts of $5,023 and $8,429, respectively

 

118,659

 

92,328

 

Prepaid expenses and other current assets

 

36,828

 

23,463

 

Deferred income taxes

 

65,980

 

12,142

 

Total current assets

 

1,022,941

 

593,899

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

30,489

 

29,404

 

Intangible assets, net

 

172,080

 

193,231

 

Goodwill

 

350,630

 

326,863

 

Deferred income taxes

 

253,700

 

153,955

 

Other assets

 

4,384

 

15,069

 

 

 

 

 

 

 

Total assets

 

$

1,834,224

 

$

1,312,421

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

60,568

 

$

46,290

 

Accrued expenses and other current liabilities

 

127,561

 

77,713

 

Deferred merchant bookings

 

60,758

 

29,664

 

Convertible debt

 

159,878

 

317,910

 

Total current liabilities

 

408,765

 

471,577

 

 

 

 

 

 

 

Deferred taxes

 

43,793

 

48,933

 

Other long-term liabilities

 

24,052

 

18,010

 

Total liabilities

 

476,610

 

538,520

 

 

 

 

 

 

 

Convertible debt

 

35,985

 

75,075

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.008 par value, authorized 1,000,000,000 shares, 52,446,173, and 47,664,766 shares issued, respectively

 

405

 

367

 

Treasury stock, 6,865,119 and 6,685,048 shares, respectively

 

(510,970

)

(493,555

)

Additional paid-in capital

 

2,289,867

 

2,176,556

 

Accumulated deficit

 

(454,673

)

(944,145

)

Accumulated other comprehensive income

 

(3,000

)

(40,397

)

Total stockholders’ equity

 

1,321,629

 

698,826

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,834,224

 

$

1,312,421

 

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 2009

 

December 31, 2009

 

 

 

 

 

2008

 

 

 

2008

 

 

 

2009

 

As Adjusted

 

2009

 

As Adjusted

 

 

 

 

 

 

 

 

 

 

 

Merchant revenues

 

$

317,407

 

$

268,816

 

$

1,447,576

 

$

1,218,162

 

Agency revenues

 

220,496

 

132,973

 

868,395

 

648,792

 

Other revenues

 

3,850

 

4,252

 

22,241

 

17,852

 

Total revenues

 

541,753

 

406,041

 

2,338,212

 

1,884,806

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

228,564

 

200,976

 

1,077,449

 

928,835

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

313,189

 

205,065

 

1,260,763

 

955,971

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Advertising - Offline

 

5,978

 

7,779

 

36,270

 

38,032

 

Advertising - Online

 

92,054

 

55,761

 

365,381

 

270,713

 

Sales and marketing

 

17,655

 

20,233

 

81,238

 

77,948

 

Personnel, including stock-based compensation of $7,944, $11,452, $40,671, and $40,522, respectively

 

44,819

 

41,998

 

180,152

 

163,785

 

General and administrative

 

19,673

 

15,749

 

68,555

 

55,267

 

Information technology

 

5,137

 

4,268

 

19,139

 

17,956

 

Depreciation and amortization

 

10,011

 

10,444

 

39,193

 

42,796

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

195,327

 

156,232

 

789,928

 

666,497

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

117,862

 

48,833

 

470,835

 

289,474

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

528

 

1,521

 

2,223

 

11,660

 

Interest expense

 

(4,863

)

(7,532

)

(24,084

)

(34,853

)

Foreign currency transactions and other

 

(5,389

)

11,333

 

(6,672

)

9,824

 

Total other income (expense)

 

(9,724

)

5,322

 

(28,533

)

(13,369

)

 

 

 

 

 

 

 

 

 

 

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

 

108,138

 

54,155

 

442,302

 

276,105

 

Income tax benefit (expense)

 

(29,683

)

(19,962

)

47,168

 

(90,171

)

Equity in income (loss) of investees

 

 

(47

)

2

 

(310

)

Net income

 

78,455

 

34,146

 

489,472

 

185,624

 

Less: net income attributable to noncontrolling interests

 

 

 

 

3,378

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders of priceline.com Incorporated

 

$

78,455

 

$

34,146

 

$

489,472

 

$

182,246

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per basic common share

 

$

1.77

 

$

0.84

 

$

11.54

 

$

4.64

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of basic common shares outstanding

 

44,350

 

40,504

 

42,406

 

39,299

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

$

1.55

 

$

0.75

 

$

9.88

 

$

3.74

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

50,570

 

45,550

 

49,522

 

48,671

 

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

 

 

2008

 

 

 

2009

 

As Adjusted

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

489,472

 

$

185,624

 

 

 

 

 

 

 

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

 

 

 

 

 

Depreciation

 

14,491

 

14,388

 

Amortization

 

24,702

 

28,680

 

Provision for uncollectible accounts, net

 

3,227

 

13,113

 

Reversal of valuation allowance on deferred tax asset

 

(183,272

)

 

Other deferred income taxes

 

30,990

 

19,899

 

Stock-based compensation expense

 

40,671

 

40,522

 

Amortization of debt issuance costs

 

2,465

 

2,525

 

Amortization of debt discount

 

18,203

 

26,669

 

Loss (gain) on extinguishment of debt

 

1,048

 

(6,014

)

Equity in (income) loss of investees

 

(2

)

310

 

Loss on impairment of investment

 

 

843

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(22,767

)

(42,888

)

Prepaid expenses and other current assets

 

(979

)

(5,153

)

Accounts payable, accrued expenses and other current liabilities

 

86,792

 

32,245

 

Other

 

4,624

 

4,790

 

Net cash provided by operating activities

 

509,665

 

315,553

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of investments

 

(922,163

)

(196,308

)

Maturity of investments

 

432,184

 

218,555

 

Purchase of shares held by noncontrolling interests

 

 

(154,034

)

Additions to property and equipment

 

(15,106

)

(18,322

)

Acquisitions and other equity investments, net of cash acquired

 

(1,500

)

(599

)

Proceeds from redemption of equity investment in pricelinemortgage.com

 

8,921

 

 

Realized loss on foreign currency forward contracts

 

(5,025

)

 

Change in restricted cash

 

1,229

 

(1,197

)

Net cash used in investing activities

 

(501,460

)

(151,905

)

FINANCING ACTIVITIES:

 

 

 

 

 

Payments related to conversion of senior notes

 

(197,122

)

(176,943

)

Repurchase of common stock

 

(17,415

)

(4,449

)

Proceeds from exercise of stock options

 

43,428

 

5,507

 

Excess tax benefit on stock-based compensation

 

2,149

 

7,037

 

Net cash used in financing activities

 

(168,960

)

(168,848

)

Effect of exchange rate changes on cash and cash equivalents

 

(1,654

)

(15,609

)

Net decrease in cash and cash equivalents

 

(162,409

)

(20,809

)

Cash and cash equivalents, beginning of period

 

364,550

 

385,359

 

Cash and cash equivalents, end of period

 

$

202,141

 

$

364,550

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the period for income taxes

 

$

95,512

 

$

66,948

 

Cash paid during the period for interest

 

$

4,448

 

$

6,353

 

 



 

priceline.com Incorporated

UNAUDITED RECONCILIATION OF GAAP TO PRO FORMA FINANCIAL INFORMATION

(In thousands, except per share data)

 

RECONCILIATION OF GAAP NET INCOME TO PRO FORMA EBITDA

 

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

 

 

 

2008

 

 

 

2008

 

 

 

 

2009

 

As Adjusted (1)

 

2009

 

As Adjusted (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net income applicable to common stockholders of priceline.com, Incorporated

 

$

78,455

 

$

34,146

 

$

489,472

 

$

182,246

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Amortization of acquired intangible assets in Cost of revenues

 

 

 

 

272

 

(b)

Favorable litigation settlement related to credit card processing costs

 

(1,049

)

 

(1,049

)

 

(c)

Stock-based compensation

 

7,944

 

11,452

 

40,671

 

40,522

 

(d)

Charge related to hotel occupancy tax litigation judgement in General and administrative expense

 

 

 

3,680

 

 

(e)

Stock-based compensation payroll taxes

 

 

10

 

 

719

 

(f)

Depreciation and amortization

 

10,011

 

10,444

 

39,193

 

42,796

 

(g)

Interest expense (income)

 

884

 

1,067

 

3,658

 

(2,285

)

(h)

Amortization related to cash settled convertible debt

 

3,451

 

4,944

 

18,203

 

25,478

 

(h)

(Gain) loss on extinguishment of debt

 

3,784

 

(5,970

)

1,048

 

(6,014

)

(i)

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

 

29,683

 

19,962

 

(47,168

)

90,171

 

(j)

Equity in (income) loss of investee

 

 

47

 

(2

)

310

 

(k)

Impact on noncontrolling interests of other pro forma adjustments

 

 

 

 

3,378

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma EBITDA

 

$

133,163

 

$

76,102

 

$

547,706

 

$

377,593

 

 

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

 

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

 

 

 

2008

 

 

 

2008

 

 

 

 

2009

 

As Adjusted (1)

 

2009

 

As Adjusted (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net income applicable to common stockholders of priceline.com, Incorporated

 

$

78,455

 

$

34,146

 

$

489,472

 

$

182,246

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Amortization of acquired intangible assets in Cost of revenues

 

 

 

 

272

 

(a)

Amortization of acquired intangible assets in Depreciation and amortization

 

6,115

 

6,855

 

24,657

 

28,408

 

(b)

Favorable litigation settlement related to credit card processing fees

 

(1,049

)

 

(1,049

)

 

(c)

Stock-based compensation

 

7,944

 

11,452

 

40,671

 

40,522

 

(d)

Charge related to hotel occupancy tax litigation judgement in General and administrative expense

 

 

 

3,680

 

 

(e)

Stock-based compensation payroll taxes

 

 

10

 

 

719

 

(h)

Amortization related to cash settled convertible debt

 

3,451

 

4,944

 

18,203

 

25,478

 

(h)

(Gain) loss on extinguishment of debt

 

3,784

 

(5,970

)

1,048

 

(6,014

)

(i)

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

 

2,949

 

6,792

 

(151,433

)

20,023

 

(k)

Impact on noncontrolling interests of other pro forma adjustments

 

 

 

 

(818

)

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma Net income applicable to common stockholders of priceline.com, Incorporated

 

$

101,649

 

$

58,229

 

$

425,249

 

$

290,836

 

 

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

 

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

 

 

 

2008

 

 

 

2008

 

 

 

 

2009

 

As Adjusted (1)

 

2009

 

As Adjusted (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP weighted average number of diluted common shares outstanding

 

50,570

 

45,550

 

49,522

 

48,671

 

 

 

 

 

 

 

 

 

 

 

 

(l)

Adjustment for Conversion Spread Hedges

 

(284

)

(1,368

)

(505

)

(859

)

(m)

Adjustment for restricted stock, restricted stock units and performance units

 

787

 

1,106

 

886

 

989

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma Weighted average number of diluted common shares outstanding

 

51,073

 

45,288

 

49,903

 

48,801

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

 

 

 

 

 

 

 

 

 

GAAP

 

$

1.55

 

$

0.75

 

$

9.88

 

$

3.74

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

$

1.99

 

$

1.29

 

$

8.52

 

$

5.96

 

 


(1)

2008 reported “As Adjusted” for new accounting standards related to cash settled convertible debt and noncontrolling interests.

 

 

(a)

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

(b)

Cash benefit associated with the favorable resolution of litigation related to credit card processing costs is excluded because of the nonrecurring nature of the settlement.

(c)

Stock-based compensation is recorded in Personnel expense.

(d)

Charge related to Texas hotel occupancy tax litigation judgement is recorded in General and administrative expense.

(e)

Stock-based compensation payroll taxes are recorded in General and administrative expense. 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.

(f)

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

(g)

Interest expense (primarily coupon interest paid on our convertible notes and amortization of deferred issuance costs) and interest income (primarily from cash and marketable securities) are excluded from Net income to calculate EBITDA.

(h)

Non-cash interest expense related to the amortization of debt discount and (gain) loss on debt extinguishment are recorded in Interest expense and Foreign currency transactions and other, respectively.

(i)

Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes (including the non-cash benefit of $183.3 million primarily in 3rd quarter 2009 from the reversal of a portion of the valuation allowance on the Company’s deferred tax asset).

(j)

Equity in (income) loss of investee is excluded from Net income to calculate EBITDA.

(k)

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

(l)

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.

(m)

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.

 



 

priceline.com Incorporated

Statistical Data

In thousands

(Unaudited)

 

Gross Bookings

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

2Q09

 

3Q09

 

4Q09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

602,205

 

$

525,571

 

$

720,968

 

$

872,284

 

$

799,578

 

$

688,923

 

$

851,157

 

$

964,464

 

$

998,715

 

$

830,983

 

International**

 

788,478

 

679,760

 

1,037,644

 

1,237,681

 

1,250,850

 

792,190

 

1,092,427

 

1,414,714

 

1,724,131

 

1,433,471

 

Total

 

$

1,390,683

 

$

1,205,331

 

$

1,758,612

 

$

2,109,965

 

$

2,050,427

 

$

1,481,113

 

$

1,943,584

 

$

2,379,178

 

$

2,722,846

 

$

2,264,454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

$

1,042,619

 

$

912,698

 

$

1,370,119

 

$

1,656,775

 

$

1,603,693

 

$

1,108,024

 

$

1,469,956

 

$

1,824,618

 

$

2,130,571

 

$

1,766,295

 

Merchant**

 

348,064

 

292,633

 

388,493

 

453,190

 

446,734

 

373,089

 

473,628

 

554,560

 

592,275

 

498,159

 

Total

 

$

1,390,683

 

$

1,205,331

 

$

1,758,612

 

$

2,109,965

 

$

2,050,427

 

$

1,481,113

 

$

1,943,584

 

$

2,379,178

 

$

2,722,846

 

$

2,264,454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year/Year Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

19.3

%

24.2

%

50.6

%

59.2

%

32.8

%

31.1

%

18.1

%

10.6

%

24.9

%

20.6

%

International

 

97.9

%

113.0

%

99.7

%

80.1

%

58.6

%

16.5

%

5.3

%

14.3

%

37.8

%

81.0

%

excluding F/X impact

 

83.4

%

89.9

%

75.0

%

55.8

%

44.7

%

27.6

%

23.5

%

32.4

%

48.5

%

69.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

73.7

%

85.9

%

92.8

%

80.2

%

53.8

%

21.4

%

7.3

%

10.1

%

32.9

%

59.4

%

Merchant

 

15.0

%

16.4

%

34.9

%

43.6

%

28.3

%

27.5

%

21.9

%

22.4

%

32.6

%

33.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

54.0

%

62.4

%

76.1

%

70.9

%

47.4

%

22.9

%

10.5

%

12.8

%

32.8

%

52.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units Sold

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

2Q09

 

3Q09

 

4Q09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Room-Nights

 

7,964

 

6,616

 

9,375

 

10,879

 

11,434

 

9,126

 

12,785

 

15,665

 

17,869

 

14,593

 

Year/Year Growth

 

52.0

%

55.1

%

57.4

%

50.2

%

43.6

%

38.0

%

36.4

%

44.0

%

56.3

%

59.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Car Days

 

2,338

 

2,002

 

2,612

 

2,815

 

2,333

 

2,224

 

3,014

 

3,237

 

2,604

 

2,370

 

Year/Year Growth

 

14.4

%

11.9

%

30.4

%

23.6

%

-0.2

%

11.1

%

15.4

%

15.0

%

11.6

%

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airline Tickets

 

819

 

790

 

1,169

 

1,362

 

1,186

 

1,135

 

1,496

 

1,551

 

1,544

 

1,318

 

Year/Year Growth

 

23.0

%

34.4

%

83.0

%

98.2

%

44.8

%

43.7

%

28.0

%

13.9

%

30.2

%

16.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

2Q09

 

3Q09

 

4Q09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

417,287

 

$

334,853

 

$

403,180

 

$

513,976

 

$

561,609

 

$

406,041

 

$

462,058

 

$

603,741

 

$

730,660

 

$

541,753

 

Year/Year Growth

 

33.1

%

28.8

%

33.8

%

44.4

%

34.6

%

21.3

%

14.6

%

17.5

%

30.1

%

33.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

202,331

 

$

160,152

 

$

181,103

 

$

253,725

 

$

316,078

 

$

205,065

 

$

208,330

 

$

305,238

 

$

434,006

 

$

313,189

 

Year/Year Growth

 

63.8

%

60.9

%

51.3

%

61.4

%

56.2

%

28.0

%

15.0

%

20.3

%

37.3

%

52.7

%

 


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.