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8-K - 8-K - Booking Holdings Inc.a10-15208_18k.htm

Exhibit 99.1

 

Priceline.com Reports Financial Results for 2nd Quarter 2010

 

NORWALK, Conn., August 3, 2010 . . . Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 2nd quarter 2010. Gross travel bookings for the 2nd quarter, which refers to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchased by consumers, were $3.4 billion, an increase of 43.3% over a year ago.

 

Priceline.com had revenues in the 2nd quarter of $767.4 million, a 27.1% increase over a year ago. The Company’s international operations contributed revenues in the 2nd quarter of $322.6 million, a 63.3% increase versus a year ago (approximately 68% on a local currency basis). Priceline.com’s gross profit for the 2nd quarter was $445.3 million, a 45.9% increase from the prior year. The Company’s international operations contributed gross profit in the 2nd quarter of $321.8 million, a 63.6% increase versus a year ago (approximately 68% growth on a local currency basis). The Company’s operating income in the 2nd quarter 2010 was $173.2 million, a 58.3% increase from the prior year. Priceline.com had GAAP net income for the 2nd quarter of $115.0 million or $2.26 per diluted share, which compares to $67.0 million or $1.38 per diluted share in the same period a year ago.

 

Pro forma EBITDA for the 2nd quarter was $204.2 million, an increase of 61.8% over the prior year.  Pro forma net income in the 2nd quarter was $158.2 million or $3.09 per diluted share, compared to $2.02 per share a year ago.  First Call analyst consensus for the 2nd quarter 2010 was $2.65 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.

 

“Second quarter performance by the Priceline group of companies was once again driven by strong growth in our global hotel reservations, where we believe we gained market share for another quarter,” said Jeffery H. Boyd, Priceline’s President and CEO.  “The group achieved a combined 48% year-over-year growth in hotel room nights booked.  International gross travel bookings increased by 59% compared to prior year, or 67% on a local currency basis, due to increasing travel demand and an improvement in room rates.  Domestic gross travel bookings grew by 20% driven by strong growth in hotel reservations.  Growth in airline tickets and domestic rental car days was modest as our Name Your Own Price® airline and rental car services were hampered by reductions in capacity by suppliers.”

 

“In May 2010, we acquired TravelJigsaw, a growing international car hire service, which has contributed $43.9 million of gross travel bookings in the 2nd quarter since acquisition.  The TravelJigsaw business showed continued growth in the second quarter and we look forward to working with the team to build the business.”

 

(more)

 



 

Looking forward, Mr. Boyd said, “We are pleased with the hotel transaction growth we are seeing worldwide, which we believe is being driven by geographic expansion, solid execution in promoting improved conversion on our websites and benefits of group-wide cooperation on integration initiatives.  These factors, combined with growing Internet commerce and travel in some of our newer markets, resulted in resilience in the face of economic volatility and periodic travel disruptions, and we believe provide a foundation for growth over the long-term.”

 

The Company also reiterated its expectation that gross travel bookings growth rates would progressively decline in the second half of 2010 as it compares to periods of relatively stronger business performance in the 2nd half of 2009.

 

Priceline.com said it was targeting the following for 3rd quarter 2010:

 

·                  Year-over-year increase in total gross travel bookings of approximately 33% - 38%.

 

·                  Year-over-year increase in international gross travel bookings of approximately 46% - 51% (an increase of approximately 57.5% - 62.5% on a local currency basis).

 

·                  Year-over-year increase in domestic gross travel bookings of approximately 13%.

 

·                  Year-over-year increase in revenue of approximately 29% - 34%.

 

·                  Year-over-year increase in gross profit of approximately 43% - 48%.

 

·                  Pro forma EBITDA of approximately $327 million to $337 million.

 

·                  Pro forma net income of between $4.78 and $4.98 per diluted share.

 

Pro forma guidance for the 3rd 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 early debt extinguishment, if any, related to cash settled convertible debt,

 

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

 

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

 

·                  includes the additional impact of the pro forma adjustments described above on net income and loss attributable to noncontrolling interests,

 

·                  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

 

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·                  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, interest income, interest expense, equity in income and loss of investees, net income and loss attributable to noncontrolling interests, income taxes 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 $121 million in the 3rd quarter 2010.  In addition, the foregoing adjustments are expected to increase pro forma net income over GAAP net income by approximately $38 million in the 3rd quarter 2010. On a per share basis, the Company estimates GAAP net income of approximately $4.06 to $4.26 per diluted share for the 3rd 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;

 

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· 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 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 2nd quarter 2010 acquisition of TravelJigsaw, 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.

 

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Non-GAAP Financial Measures

 

Pro forma EBITDA represents GAAP net income excluding depreciation and amortization expense, interest income, interest expense, equity in income and loss of investees, net income and loss attributable to noncontrolling interests, income taxes and the pro forma adjustments relating to stock-based compensation expense, gains and losses on early debt extinguishment and charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings.

 

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.

 

·                  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.

 

·                  Interest expense related to the amortization of debt discount and gains or losses on early debt extinguishment related to convertible debt are excluded because they are non-cash in nature.

 

·                  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.

 

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·                  Net income and loss 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” which increases 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 The Priceline Group of Companies
The Priceline Group of Companies (Nasdaq: PCLN) is a leader in global online hotel reservations, with approximately 61 million room nights booked in 2009.  The Group is composed of four primary brands — Booking.com, priceline.com, Agoda.com and TravelJigsaw.  The Priceline Group provides online travel services in 38 languages in 98 countries in Europe, North America, Asia, the Middle East and Africa.

 

Based in Amsterdam, Booking.com is a leading international online hotel reservation service operating in 87 countries in 36 languages.  Booking.com offers its customers access to approximately 96,000 participating hotels worldwide.

 

In the U.S., priceline.com gives leisure travelers multiple ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises. In addition to getting compelling published prices, travelers can take advantage of priceline.com’s famous Name Your Own

 

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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.

 

Bangkok-based Agoda.com is an Asian online hotel reservation service that offers hotel rooms around the world and is available in 30 languages.  With headquarters in Manchester, UK, TravelJigsaw is a multinational car hire service, offering its reservation services in more than 4,000 locations in 80 countries.  Customer support is provided in 20 languages.

 

###

 

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

 

For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@priceline.com

 

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priceline.com Incorporated

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

June 30,

 

December 31,

 

 

 

2010

 

2009

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

356,035

 

$

202,141

 

Restricted cash

 

1,302

 

1,319

 

Short-term investments

 

864,164

 

598,014

 

Accounts receivable, net of allowance for doubtful accounts of $4,588 and $5,023, respectively

 

208,056

 

118,659

 

Prepaid expenses and other current assets

 

70,521

 

36,828

 

Deferred income taxes

 

57,598

 

65,980

 

Total current assets

 

1,557,676

 

1,022,941

 

 

 

 

 

 

 

Property and equipment, net

 

34,988

 

30,489

 

Intangible assets, net

 

236,547

 

172,080

 

Goodwill

 

426,324

 

350,630

 

Deferred taxes

 

174,236

 

253,700

 

Other assets

 

15,968

 

4,384

 

 

 

 

 

 

 

Total assets

 

$

2,445,739

 

$

1,834,224

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

119,138

 

$

60,568

 

Accrued expenses and other current liabilities

 

163,046

 

127,561

 

Deferred merchant bookings

 

141,611

 

60,758

 

Convertible debt

 

41,981

 

159,878

 

Total current liabilities

 

465,776

 

408,765

 

 

 

 

 

 

 

Deferred income taxes

 

59,179

 

43,793

 

Other long-term liabilities

 

26,894

 

24,052

 

Convertible debt

 

465,987

 

 

Total liabilities

 

1,017,836

 

476,610

 

 

 

 

 

 

 

Convertible debt

 

8,064

 

35,985

 

Redeemable noncontrolling interests

 

35,355

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.008 par value, authorized 1,000,000,000 shares, 55,796,906, and 52,446,173 shares issued, respectively

 

432

 

405

 

Treasury stock, 7,409,780 and 6,865,119 shares, respectively

 

(636,393

)

(510,970

)

Additional paid-in capital

 

2,400,959

 

2,289,867

 

Accumulated deficit

 

(285,841

)

(454,673

)

Accumulated other comprehensive loss

 

(94,673

)

(3,000

)

Total stockholders’ equity

 

1,384,484

 

1,321,629

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

2,445,739

 

$

1,834,224

 

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 2010

 

June 30, 2010

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Merchant revenues

 

$

446,669

 

$

392,822

 

$

814,933

 

$

729,856

 

Agency revenues

 

317,512

 

204,485

 

530,755

 

324,711

 

Other revenues

 

3,258

 

6,434

 

6,144

 

11,232

 

Total revenues

 

767,439

 

603,741

 

1,351,832

 

1,065,799

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

322,184

 

298,503

 

587,462

 

552,231

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

445,255

 

305,238

 

764,370

 

513,568

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Advertising - Offline

 

10,123

 

11,053

 

21,911

 

21,819

 

Advertising - Online

 

132,518

 

90,107

 

245,627

 

158,223

 

Sales and marketing

 

28,490

 

20,691

 

52,603

 

39,110

 

Personnel, including stock-based compensation of $15,465, $11,264, $27,374 and $21,858, for the three and six months ended June 30, 2010 and 2009, respectively

 

62,850

 

44,864

 

112,628

 

84,374

 

General and administrative

 

22,462

 

14,728

 

40,493

 

29,516

 

Information technology

 

4,895

 

4,697

 

9,503

 

9,225

 

Depreciation and amortization

 

10,758

 

9,723

 

20,537

 

19,084

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

272,096

 

195,863

 

503,302

 

361,351

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

173,159

 

109,375

 

261,068

 

152,217

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

940

 

483

 

1,795

 

1,224

 

Interest expense

 

(9,267

)

(6,505

)

(14,072

)

(13,310

)

Foreign currency transactions and other

 

1,039

 

(3,880

)

(2,092

)

(63

)

Total other income (expense)

 

(7,288

)

(9,902

)

(14,369

)

(12,149

)

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes and equity in income of investees

 

165,871

 

99,473

 

246,699

 

140,068

 

Income tax expense

 

(51,275

)

(32,495

)

(78,228

)

(48,036

)

Equity in income of investees

 

 

33

 

 

2

 

Net income

 

114,596

 

67,011

 

168,471

 

92,034

 

Less: net loss attributable to noncontrolling interests

 

(361

)

 

(361

)

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders

 

$

114,957

 

$

67,011

 

$

168,832

 

$

92,034

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per basic common share

 

$

2.41

 

$

1.61

 

$

3.59

 

$

2.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of basic common shares outstanding

 

47,791

 

41,661

 

47,054

 

41,334

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share

 

$

2.26

 

$

1.38

 

$

3.31

 

$

1.92

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

50,847

 

48,479

 

51,032

 

47,924

 

 



 

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2010

 

2009

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

168,471

 

$

92,034

 

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

 

 

 

 

 

Depreciation

 

7,869

 

6,969

 

Amortization

 

13,597

 

12,115

 

Provision for uncollectible accounts, net

 

3,464

 

1,810

 

Deferred income taxes

 

24,043

 

18,549

 

Stock-based compensation expense

 

27,374

 

21,858

 

Amortization of debt issuance costs

 

1,893

 

1,002

 

Amortization of debt discount

 

9,466

 

10,236

 

Loss (gain) on early extinguishment of debt

 

8,108

 

(3,130

)

Equity in income of investees

 

 

(2

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(85,516

)

(55,322

)

Prepaid expenses and other current assets

 

(9,636

)

(751

)

Accounts payable, accrued expenses and other current liabilities

 

123,843

 

59,668

 

Other

 

(960

)

3,185

 

Net cash provided by operating activities

 

292,016

 

168,221

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of investments

 

(796,728

)

(310,798

)

Maturity of investments

 

470,198

 

162,045

 

Additions to property and equipment

 

(10,233

)

(8,114

)

Acquisitions and other equity investments, net of cash acquired

 

(110,972

)

 

Proceeds from foreign currency contracts

 

32,478

 

 

Payments on foreign currency contracts

 

(4,283

)

 

Change in restricted cash

 

(33

)

1,248

 

Net cash used in investing activities

 

(419,573

)

(155,619

)

FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from the issuance of convertible senior notes

 

575,000

 

 

Payments related to conversion of convertible senior notes

 

(173,375

)

(36,505

)

Repurchase of common stock

 

(125,423

)

(13,238

)

Proceeds from the sale of subsidiary shares to noncontrolling interests

 

4,311

 

 

Proceeds from exercise of stock options

 

23,449

 

6,498

 

Payment of debt issuance costs

 

(13,334

)

 

Excess tax benefit on stock-based compensation

 

2,335

 

1,342

 

Net cash provided by (used in) financing activities

 

292,963

 

(41,903

)

Effect of exchange rate changes on cash and cash equivalents

 

(11,512

)

(1,800

)

Net increase (decrease) in cash and cash equivalents

 

153,894

 

(31,101

)

Cash and cash equivalents, beginning of period

 

202,141

 

364,550

 

Cash and cash equivalents, end of period

 

$

356,035

 

$

333,449

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the period for income taxes

 

$

31,002

 

$

29,372

 

Cash paid during the period for interest

 

$

776

 

$

2,297

 

 



 

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 June 30,

 

Six Months Ended June 30,

 

 

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net income applicable to common stockholders

 

$

114,957

 

$

67,011

 

$

168,832

 

$

92,034

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

Amortization of acquired intangible assets in Merchant revenues

 

929

 

 

929

 

 

(b)

 

Stock-based compensation

 

15,465

 

11,264

 

27,374

 

21,858

 

(c)

 

Depreciation and amortization

 

10,758

 

9,723

 

20,537

 

19,084

 

(d)

 

Interest income

 

(940

)

(483

)

(1,795

)

(1,224

)

(d)

 

Interest expense

 

9,267

 

6,505

 

14,072

 

13,310

 

(e)

 

Loss (gain) on early extinguishment of debt

 

2,857

 

(260

)

8,109

 

(3,130

)

(f)

 

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

 

51,275

 

32,495

 

78,228

 

48,036

 

(g)

 

Equity in income of investees

 

 

(33

)

 

(2

)

(h)

 

Net loss attributable to noncontrolling interests

 

(361

)

 

(361

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma EBITDA

 

$

204,207

 

$

126,222

 

$

315,925

 

$

189,966

 

 

RECONCILIATION OF GAAP NET INCOME TO PRO FORMA NET INCOME

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net income applicable to common stockholders

 

$

114,957

 

$

67,011

 

$

168,832

 

$

92,034

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

Amortization of acquired intangible assets in Merchant revenues

 

929

 

 

929

 

 

(b)

 

Stock-based compensation

 

15,465

 

11,264

 

27,374

 

21,858

 

(d)

 

Debt discount amortization related to convertible debt

 

6,192

 

5,039

 

9,466

 

10,236

 

(e)

 

Loss (gain) on early extinguishment of debt

 

2,857

 

(260

)

8,109

 

(3,130

)

(f)

 

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

 

11,317

 

9,717

 

18,447

 

17,148

 

(a)

 

Amortization of acquired intangible assets in Depreciation and amortization

 

6,845

 

6,210

 

12,641

 

12,115

 

(h)

 

Impact on noncontrolling interests of other pro forma adjustments

 

(409

)

 

(409

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma Net income applicable to common stockholders

 

$

158,153

 

$

98,981

 

$

245,389

 

$

150,261

 

 

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

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP weighted average number of diluted common shares outstanding

 

50,847

 

48,479

 

51,032

 

47,924

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)

 

Adjustment for Conversion Spread Hedges

 

(94

)

(677

)

(127

)

(797

)

(j)

 

Adjustment for restricted stock, restricted stock units and performance units

 

506

 

1,196

 

432

 

1,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma weighted average number of diluted common shares outstanding

 

51,259

 

48,998

 

51,337

 

48,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common stockholders per diluted common share GAAP

 

$

2.26

 

$

1.38

 

$

3.31

 

$

1.92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

$

3.09

 

$

2.02

 

$

4.78

 

$

3.11

 

 


(a)

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

(b)

Stock-based compensation is recorded in Personnel expense.

(c)

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

(d)

Interest income and Interest expense are excluded from Net income to calculate EBITDA.

(e)

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

(f)

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

(g)

Equity in income of investees is excluded from Net income to calculate EBITDA.

(h)

Impact of other pro forma adjustments on Net loss attributable to noncontrolling interests.

(i)

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.

(j)

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)

 

 

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

2Q09

 

3Q09

 

4Q09

 

1Q10

 

2Q10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Bookings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

720,968

 

$

872,284

 

$

799,578

 

$

688,923

 

$

851,157

 

$

964,464

 

$

998,715

 

$

830,983

 

$

989,350

 

$

1,153,879

 

International**

 

1,037,644

 

1,237,681

 

1,250,850

 

792,190

 

1,092,427

 

1,414,714

 

1,724,131

 

 

1,433,471

 

 

1,975,345

 

 

2,256,301

 

Total

 

$

1,758,612

 

$

2,109,965

 

$

2,050,427

 

$

1,481,113

 

$

1,943,584

 

$

2,379,178

 

$

2,722,846

 

$

2,264,454

 

$

2,964,695

 

$

3,410,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

$

1,370,119

 

$

1,656,775

 

$

1,603,693

 

$

1,108,024

 

$

1,469,956

 

$

1,824,618

 

$

2,130,571

 

$

1,766,295

 

$

2,373,565

 

$

2,682,965

 

Merchant**

 

388,493

 

453,190

 

446,734

 

373,089

 

473,628

 

554,560

 

592,275

 

 

498,159

 

 

591,130

 

 

727,215

 

Total

 

$

1,758,612

 

$

2,109,965

 

$

2,050,427

 

$

1,481,113

 

$

1,943,584

 

$

2,379,178

 

$

2,722,846

 

$

2,264,454

 

$

2,964,695

 

$

3,410,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year/Year Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

50.6

%

59.2

%

32.8

%

31.1

%

18.1

%

10.6

%

24.9

%

20.6

%

16.2

%

19.6

%

International

 

99.7

%

80.1

%

58.6

%

16.5

%

5.3

%

14.3

%

37.8

%

81.0

%

80.8

%

59.5

%

excluding F/X impact

 

75.0

%

55.8

%

44.7

%

27.6

%

23.5

%

32.4

%

48.5

%

69.5

%

72.8

%

67.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

92.8

%

80.2

%

53.8

%

21.4

%

7.3

%

10.1

%

32.9

%

59.4

%

61.5

%

47.0

%

Merchant

 

34.9

%

43.6

%

28.3

%

27.5

%

21.9

%

22.4

%

32.6

%

33.5

%

24.8

%

31.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

76.1

%

70.9

%

47.4

%

22.9

%

10.5

%

12.8

%

32.8

%

52.9

%

52.5

%

43.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

2Q09

 

3Q09

 

4Q09

 

1Q10

 

2Q10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units Sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Room-Nights

 

9,375

 

10,879

 

11,434

 

9,126

 

12,785

 

15,665

 

17,869

 

14,593

 

20,042

 

23,210

 

Year/Year Growth

 

57.4

%

50.2

%

43.6

%

38.0

%

36.4

%

44.0

%

56.3

%

59.9

%

56.8

%

48.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Car Days

 

2,612

 

2,815

 

2,333

 

2,224

 

3,014

 

3,237

 

2,604

 

2,370

 

2,986

 

4,272

 

Year/Year Growth

 

30.4

%

23.6

%

-0.2

%

11.1

%

15.4

%

15.0

%

11.6

%

6.6

%

-0.9

%

32.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airline Tickets

 

1,169

 

1,362

 

1,186

 

1,135

 

1,496

 

1,551

 

1,544

 

1,318

 

1,538

 

1,614

 

Year/Year Growth

 

83.0

%

98.2

%

44.8

%

43.7

%

28.0

%

13.9

%

30.2

%

16.2

%

2.8

%

4.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1Q08

 

2Q08

 

3Q08

 

4Q08

 

1Q09

 

2Q09

 

3Q09

 

4Q09

 

1Q10

 

2Q10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

403,180

 

$

513,976

 

$

561,609

 

$

406,041

 

$

462,058

 

$

603,741

 

$

730,660

 

$

541,753

 

$

584,394

 

$

767,439

 

Year/Year Growth

 

33.8

%

44.4

%

34.6

%

21.3

%

14.6

%

17.5

%

30.1

%

33.4

%

26.5

%

27.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

181,103

 

$

253,725

 

$

316,078

 

$

205,065

 

$

208,330

 

$

305,238

 

$

434,006

 

$

313,189

 

$

319,116

 

$

445,255

 

Year/Year Growth

 

51.3

%

61.4

%

56.2

%

28.0

%

15.0

%

20.3

%

37.3

%

52.7

%

53.2

%

45.9

%

 


Gross bookings is an operating and statistical metric that captures the total dollar value, generally inclusive of taxes and fees, of all travel services booked by customers.

** Includes $43.9 million of Travel Jigsaw gross bookings in 2Q10 since acquisition on May 18, 2010.  Includes $37.5 million, $32.4 million, $24.2 million and $24.6 million of

Agoda gross bookings in 4Q08, 3Q08, 2Q08 and 1Q08, respectively.