Exhibit 99.1
Priceline.com Reports 3rd Quarter 2005 Financial Results
Priceline.com gross profit grows by 56.5%;
pro forma net income is $19.3 million, or $0.47 per diluted share
NORWALK, Conn., November 2, 2005 . . . Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 3rd quarter 2005. Gross travel bookings for the quarter were $611.1 million, a 40.4% increase over the same period a year ago. Gross travel bookings refer to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers. Revenues in the 3rd quarter were $258.8 million, compared to $235.9 million a year ago, a 9.7% increase. Third quarter 2005 results include the operating results of the recent acquisitions of Active Hotels and Bookings, B.V.
Priceline.com’s GAAP gross profit for the 3rd quarter 2005 was $80.0 million, up 56.5% over the same period in the previous year. Gross profit increased more significantly than revenue due primarily to the continued growth of priceline.com’s published-price travel services. GAAP net income for the 3rd quarter 2005 was $170.6 million, or $3.71 per diluted share, compared to $9.3 million, or $0.23 per diluted share a year ago. GAAP net income for the 3rd quarter 2005 includes a $160 million net non-cash tax benefit from reversing a portion of priceline.com’s deferred tax asset valuation allowance, partly offset by recording a non-cash U.S. income tax provision.
Pro forma gross profit for the 3rd quarter 2005 was $80.9 million, a 56.5% increase over the same period a year ago. Pro forma net income for the 3rd quarter 2005 was $19.3 million, or $0.47 per diluted share, compared to $11.3 million, or $0.28 per diluted share a year ago. The First Call average analyst estimate for the 3rd quarter 2005 was $0.37 per diluted share. The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of pro forma financial information used in this press release and the attached financial and statistical supplement reconciles pro forma financial information with priceline.com’s financial results under GAAP.
The non-cash tax benefit was recorded pursuant to the provisions of Statement of Financial Accounting Standards No. 109, that require a company to release a portion of its deferred tax asset valuation allowance when it achieves a pattern of profitability in recent years and the likelihood of achieving future sustained profitability suggests that it is more likely than not that it will realize all or some portion of its net operating loss carryforward. While priceline.com does not expect to pay cash taxes on its U.S. federal taxable income for the foreseeable future, as a result of the reversal, priceline.com began to record, in the 3rd quarter 2005, a mostly non-cash provision for U.S. income tax expense in its consolidated financial statements. Priceline.com makes cash tax payments for U.S. alternative minimum taxes and for certain international taxes.
Priceline.com also said today that its Board of Directors authorized the company to repurchase up to $50 million worth of priceline.com common stock. Since 2002, priceline.com has repurchased approximately $24 million of its common stock. The pricing, timing, initiation and completion of the repurchases, if any, will be at the discretion of the company’s management.
Priceline.com said it experienced a strong 3rd quarter. “Priceline.com had solid results domestically in the 3rd quarter and our European operations are experiencing high growth rates in traffic and bookings, particularly in Continental Europe, where online growth trends are generally strong,” said priceline.com President and Chief Executive Officer Jeffery H. Boyd. “Priceline Europe recorded gross bookings of $165 million in the 3rd quarter, which represents an organic growth rate of 75.5% compared to the same quarter in the prior year (which assumes ownership of Active Hotels and Bookings, BV during the entire period). With a combined base of more
than 18,000 properties, we believe that Priceline Europe, with its combination of Active Hotels and Bookings, BV, is one of the largest and fastest-growing online hotel reservation services in Europe.”
Mr. Boyd continued, “In addition, priceline.com benefited during the quarter from continued business and service diversification. All of our core travel services now give priceline.com customers published-price and opaque purchase options, which significantly broadens our target market. With this service line-up, priceline.com can now build distribution in new channels, including content-driven search and affiliate channels and branded affiliate channels. During the quarter, priceline.com launched a new white-label booking engine, called FlexRez sm, which allows affiliates to sell hotel rooms and other travel services using their own brand identity and Web presence.”
Forward Guidance
Looking forward, Mr. Boyd said, “During the 4th quarter 2005, we intend to continue to invest in building distribution and service improvements in the U.S., and in building supply and distribution in Europe. With the solid 3rd quarter results announced today and the business strength underlying those results, our full-year 2005 results are on track to exceed First Call average analyst estimates for the full year.”
Priceline.com issued the following guidance for 4th quarter and full-year 2005:
• Year-over-year increases in gross travel bookings of approximately 25%;
• Year-over-year increase in revenue of approximately 5%;
• Year-over-year increase in pro forma gross profit of approximately 25%; and
• Pro forma net income of between $0.24 to $0.28 per diluted share.
For the full-year 2005, priceline.com said it expects pro forma net income to be in the range of $1.33 to $1.37 per diluted share.
A reconciliation of pro forma financial results to GAAP results is included in the attached financial and statistical supplement. Pro forma gross profit guidance for the 4th quarter 2005 excludes non-cash amortization expense of acquisition-related intangibles associated with the acquisitions of Travelweb LLC and Bookings, B.V.
Pro forma net income per diluted share guidance for the 4th quarter and full-year 2005 exclude non-cash amortization expense of acquisition-related intangibles (primarily associated with the acquisitions of Travelweb, Active Hotels and Bookings, BV), stock-based compensation expense, option payroll tax expense, non-cash income tax expense and benefits (including non-cash U.S. income tax expense and the 3rd quarter release of priceline.com’s deferred tax valuation allowance), a 3rd quarter 2005 non-cash restructuring charge associated with the abandonment of real estate, and, as applicable, the payment of non-cash preferred stock dividends, which, when aggregated, are expected to total approximately $7 million and $135 million, respectively. Pro forma net income is also adjusted for the impact on minority interests of the pro forma adjustments described above. In addition, pro forma net income per diluted share guidance for the 4th quarter 2005 and full-year 2005 excludes the anticipated impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which was effective as of December 15, 2004 and which revises the method for calculating diluted shares outstanding for purposes of computing GAAP net income per diluted share.
About priceline.com
Priceline.com is a travel service that offers leisure airline tickets, hotel rooms, rental cars, vacation packages and cruises. Priceline.com recently expanded its services so customers now have a choice: they can pick from a broad selection of published flights, hotels, rental cars and packages at published prices or, for deeper savings, they can use priceline.com’s Name Your Own Priceâ service for their travel needs. Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee.
Priceline.com operates one of Europe’s fastest growing hotel reservation services through Activehotels.com, Activereservations.com, Bookings.net and priceline.co.uk. The company also operates the following travel sites: 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.
###
Press information: Brian Ek 203-299-8167 (brian.ek@priceline.com)
Information About Forward-Looking Statements
This press release may contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, “believe(s),” “intend,” “expect(s),” “will,” “may,” “should,” “could,” “plan(s),” “anticipate(s),” “estimate(s),” “predict(s),” “potential,” “target(s),” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company’s actual results to differ materially from those described in the forward-looking statements:
— adverse changes in general market conditions for leisure and other travel services as the result of, among other things, terrorist attacks, natural disasters, or the outbreak of an epidemic or pandemic disease;
— adverse changes in the Company’s relationships with airlines and other product and service providers which could include, without limitation, the withdrawal of suppliers from the priceline.com system (either priceline.com’s retail or “opaque” services, or both):
— the loss or reduction of global distribution fees;
— the bankruptcy or insolvency of another major domestic airline;
— the effects of increased competition;
— systems-related failures and/or security breaches, including without limitation, any security breach that results in the theft, transfer or unauthorized disclosure of customer information, or the fai lure to comply with various state laws applicable to the company’s obligations in the event of such a breach;
— difficulties integrating recent acquisitions, such as Active Hotels and Bookings B.V., including, ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesses;
— a change by a major search engine to its search engine algorithms that negatively affects the search engine ranking of the company or its 3rd party distribution partners;
— legal and regulatory risks; and
— the ability to attract and retain qualified personnel.
For a detailed discussion of these and other factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
Pro forma gross profit, pro forma net income and pro forma net income per share are “non-GAAP financial measures,” as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. Priceline.com believes that pro forma gross profit, pro forma net income and pro forma net income per share that exclude certain non-cash or non-recurring revenues or expenses are useful for 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.
Pro forma gross profit excludes non-cash amortization expense of acquisition-related intangibles. Pro forma net income excludes non-cash amortization expense of acquisition-related intangibles, stock-based compensation expense, option payroll tax expense, a non-cash restructuring charge associated with the abandonment of real estate, non-cash income tax expense/ benefit (including non-cash U.S. income tax expense and the 3rd quarter release of priceline.com’s deferred tax valuation allowance) and, when applicable, the payment of non-cash preferred stock dividends. Pro forma net income is also adjusted for the impact on minority interests of the pro forma adjustments described above. In addition, pro forma net income per share excludes the accounting impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which was effective as of December 15, 2004 and revises the method for calculating diluted shares outstanding for purposes of computing GAAP net income per share.
Stock based compensation expense and the non-cash expense associated with the payment of preferred stock dividends are excluded from pro forma net income and pro forma net income per share because they do not impact cash earnings and are reflected in earnings per share through increased share counts. Option payroll tax expense often shows volatility unrelated to operating results since the expense is driven primarily by option exercise activity and the market price of priceline.com’s common stock. Restructuring charge (reversal) can impact comparability of earnings with historical results from prior periods. Finally, the accounting impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which requires that priceline.com use the “if-converted” method of accounting for convertible debt instruments when calculating earnings per share, has been excluded because the common stock that underlie priceline.com’s 1% Convertible Senior Notes and priceline.com’s 2.25% Convertible Senior Notes are generally not issuable unless our common stock trades at prices of $44.00 per share and $45.54 per share, respectively.
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.
priceline.com Incorporated - 2005 THIRD QUARTER FINANCIAL DATA SUPPLEMENT
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priceline.com Financials |
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This supplement is unaudited and intended as a supplement to, and should be read in conjunction with, the Company’s audited financial statements and the notes thereto filed with the SEC on Form 10-K and unaudited quarterly financial statements filed with the SEC on Form 10-Q. Certain data have been reclassified in order to conform historical information in a manner consistent with current presentation and has not been audited in this form. Certain presentations within this supplement are not consistent with Generally Accepted Accounting Principles.
Certain amounts may differ from reported results due to rounding.
priceline.com Incorporated
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except per share data)
|
| September 30, |
| December 31, |
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| 2005 |
| 2004 |
| ||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | 100,089 |
| $ | 101,270 |
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Restricted cash |
| 22,613 |
| 23,572 |
| ||
Short-term investments |
| 52,881 |
| 122,812 |
| ||
Accounts receivable, net of allowance for doubtful accounts of $1,435 and $1,390, respectively |
| 36,200 |
| 18,314 |
| ||
Prepaid expenses and other current assets |
| 19,058 |
| 6,578 |
| ||
Total current assets |
| 230,841 |
| 272,546 |
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Property and equipment, net |
| 17,706 |
| 15,827 |
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Intangible assets, net |
| 158,905 |
| 98,908 |
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Goodwill |
| 202,469 |
| 138,859 |
| ||
Deferred taxes |
| 148,357 |
| — |
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Other assets |
| 17,553 |
| 15,942 |
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Total assets |
| $ | 775,831 |
| $ | 542,082 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
| $ | 48,922 |
| $ | 40,612 |
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Accrued expenses |
| 25,096 |
| 23,649 |
| ||
Deferred merchant bookings |
| 6,065 |
| 5,641 |
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Other current liabilities |
| 8,008 |
| 4,475 |
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Total current liabilities |
| 88,091 |
| 74,377 |
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Deferred taxes |
| 44,585 |
| 25,668 |
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Other long-term liabilities |
| 3,091 |
| 692 |
| ||
Minority interest |
| 23,916 |
| 4,314 |
| ||
Long-term debt |
| 223,562 |
| 224,418 |
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Total liabilities |
| 383,245 |
| 329,469 |
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SERIES B MANDATORILY REDEEMABLE PREFERRED STOCK, $0.01 par value, 80,000 authorized shares; $1,000 liquidation value per share; 80,000 shares issued 13,470 and 13,470 shares outstanding, respectively |
| 13,470 |
| 13,470 |
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Stockholders’ equity: |
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Common stock, $0.008 par value, authorized 1,000,000,000 shares, 41,934,686 and 41,356,576 shares issued, respectively |
| 321 |
| 317 |
| ||
Treasury stock, 2,496,326 shares |
| (350,628 | ) | (350,628 | ) | ||
Additional paid-in capital |
| 2,077,099 |
| 2,064,224 |
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Deferred compensation |
| (6,917 | ) | (1,264 | ) | ||
Accumulated deficit |
| (1,338,362 | ) | (1,525,447 | ) | ||
Accumulated other comprehensive income (loss) |
| (2,397 | ) | 11,941 |
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Total stockholders’ equity |
| 379,116 |
| 199,143 |
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Total liabilities and stockholders’ equity |
| $ | 775,831 |
| $ | 542,082 |
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priceline.com Incorporated
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
|
| Three Months Ended |
| Nine Months Ended |
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|
| September 30, |
| September 30, |
| ||||||||
|
| 2005 |
| 2004 |
| 2005 |
| 2004 |
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Merchant revenues |
| $ | 222,142 |
| $ | 226,453 |
| $ | 686,174 |
| $ | 693,324 |
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Agency revenues |
| 35,497 |
| 8,671 |
| 69,280 |
| 23,866 |
| ||||
Other revenues |
| 1,158 |
| 758 |
| 3,293 |
| 2,212 |
| ||||
Total revenues |
| 258,797 |
| 235,882 |
| 758,747 |
| 719,402 |
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Cost of merchant revenues |
| 178,272 |
| 184,627 |
| 555,280 |
| 570,994 |
| ||||
Cost of agency revenues |
| 523 |
| 151 |
| 523 |
| 151 |
| ||||
Cost of other revenues |
| — |
| — |
| — |
| — |
| ||||
Total costs of revenues |
| 178,795 |
| 184,778 |
| 555,803 |
| 571,145 |
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Gross profit |
| 80,002 |
| 51,104 |
| 202,944 |
| 148,257 |
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Operating expenses: |
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Advertising—Offline |
| 7,320 |
| 7,178 |
| 26,482 |
| 27,459 |
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Advertising—Online |
| 19,865 |
| 7,471 |
| 42,001 |
| 18,961 |
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Sales and marketing |
| 9,645 |
| 8,711 |
| 27,967 |
| 24,513 |
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Personnel, including stock based compensation of $1,270 and $126 for the three months ended September 30, 2005 and 2004 and $2,974 and $344 for the nine months ended September 30, 2005 and 2004, respectively |
| 13,820 |
| 8,162 |
| 34,804 |
| 24,398 |
| ||||
General and administrative, including option payroll taxes of $10 and $6 for the three months ended September 30, 2005 and 2004 and $66 and $344 for the nine months ended September 30, 2005 and 2004, respectively |
| 4,814 |
| 4,301 |
| 14,502 |
| 12,264 |
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Information technology |
| 2,508 |
| 2,272 |
| 8,023 |
| 7,241 |
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Depreciation and amortization |
| 7,138 |
| 3,359 |
| 17,651 |
| 8,144 |
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Restructuring charge (reversal) |
| 2,000 |
| — |
| 1,664 |
| (12 | ) | ||||
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Total operating expenses |
| $ | 67,110 |
| $ | 41,454 |
| $ | 173,094 |
| $ | 122,968 |
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Operating income |
| 12,892 |
| 9,650 |
| 29,850 |
| 25,289 |
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Other income: |
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Interest income |
| 1,102 |
| 1,655 |
| 4,271 |
| 3,794 |
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Interest expense |
| (1,245 | ) | (1,299 | ) | (3,777 | ) | (2,431 | ) | ||||
Other |
| (77 | ) | (2 | ) | (558 | ) | 4 |
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Total other income (expense) |
| (220 | ) | 354 |
| (64 | ) | 1,367 |
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Earnings before income taxes, equity in income (loss) of investees and minority interests |
| 12,672 |
| 10,004 |
| 29,786 |
| 26,656 |
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Income tax (expense) benefit—note (1) |
| 158,573 |
| (67 | ) | 158,527 |
| (67 | ) | ||||
Equity in income (loss) of investee and minority interests |
| 325 |
| 67 |
| 626 |
| (81 | ) | ||||
Net income—note (1) |
| 171,570 |
| 10,004 |
| 188,939 |
| 26,508 |
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Preferred stock dividend |
| (976 | ) | (740 | ) | (1,854 | ) | (1,512 | ) | ||||
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Net income applicable to common stockholders—note (1) |
| $ | 170,594 |
| $ | 9,264 |
| $ | 187,085 |
| $ | 24,996 |
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Net income applicable to common stockholders per basic common share—note (1) |
| $ | 4.36 |
| $ | 0.24 |
| $ | 4.79 |
| $ | 0.66 |
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Weighted average number of basic common shares outstanding |
| 39,156 |
| 38,684 |
| 39,038 |
| 38,111 |
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Net income applicable to common stockholders per diluted common share—note (1) |
| $ | 3.71 |
| $ | 0.23 |
| $ | 4.12 |
| $ | 0.63 |
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Weighted average number of diluted common shares outstanding |
| 46,485 |
| 42,648 |
| 46,441 |
| 42,153 |
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note 1: Income tax (expense) benefit for the 3rd quarter 2005 includes a $160 million net non-cash tax benefit from a $170 million reversal of a portion of the Company’s deferred tax asset valuation allowance, partly offset by recording a $10 million non-cash US income tax provision.
priceline.com Incorporated
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO PRO FORMA
FINANCIAL INFORMATION
(unaudited)
(In thousands, except per share data)
|
| Three Months Ended |
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|
| September 30, 2005 |
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| GAAP |
| Adjustments |
| Pro Forma |
| |||
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Merchant revenues |
| $ | 222,142 |
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| $ | 222,142 |
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Agency revenues |
| 35,497 |
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| 35,497 |
| |||
Other revenues |
| 1,158 |
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| 1,158 |
| |||
Total revenues |
| 258,797 |
|
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| 258,797 |
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Cost of merchant revenues |
| 178,272 |
| (340 | )(a) | 177,932 |
| |||
Cost of agency revenues |
| 523 |
| (523 | )(b) | — |
| |||
Cost of other revenues |
| — |
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| — |
| |||
Total costs of revenues |
| 178,795 |
| (863 | ) | 177,932 |
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Gross profit |
| 80,002 |
| 863 |
| 80,865 |
| |||
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Operating expenses: |
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Advertising—Offline |
| 7,320 |
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| 7,320 |
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Advertising—Online |
| 19,865 |
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| 19,865 |
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Sales and marketing |
| 9,645 |
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| 9,645 |
| |||
Personnel, including stock based compensation of $1,270 |
| 13,820 |
| (1,270 | )(c) | 12,550 |
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General and administrative, including option payroll taxes of $10 |
| 4,814 |
| (10 | )(d) | 4,804 |
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Information technology |
| 2,508 |
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| 2,508 |
| |||
Depreciation and amortization |
| 7,138 |
| (4,995 | )(e) | 2,143 |
| |||
Restructuring charge (reversal), net |
| 2,000 |
| (2,000 | )(f) | — |
| |||
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| |||
Total operating expenses |
| $ | 67,110 |
| $ | (8,275 | ) | $ | 58,835 |
|
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|
|
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| |||
Operating income |
| 12,892 |
| 9,138 |
| 22,030 |
| |||
|
|
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| |||
Other income: |
|
|
|
|
|
|
| |||
Interest income |
| 1,102 |
|
|
| 1,102 |
| |||
Interest expense |
| (1,245 | ) |
|
| (1,245 | ) | |||
Other |
| (77 | ) |
|
| (77 | ) | |||
Total other income (expense) |
| (220 | ) | — |
| (220 | ) | |||
|
|
|
|
|
|
|
| |||
Earnings before income taxes, equity in income of investees and minority interests |
| 12,672 |
| 9,138 |
| 21,810 |
| |||
Income tax (expense) benefit |
| 158,573 |
| (160,930 | )(g) | (2,357 | ) | |||
Equity in income of investee and minority interests |
| 325 |
| (435 | )(h) | (110 | ) | |||
Net income |
| 171,570 |
| (152,227 | ) | 19,343 |
| |||
Preferred stock dividend |
| (976 | ) | 976 | (i) | — |
| |||
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| |||
Net income applicable to common stockholders |
| $ | 170,594 |
| $ | (151,251 | ) | $ | 19,343 |
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| |||
Net income applicable to common stockholders per basic common share |
| $ | 4.36 |
|
|
| $ | 0.49 |
| |
|
|
|
|
|
|
|
| |||
Weighted average number of basic common shares outstanding |
| 39,156 |
|
|
| 39,156 |
| |||
|
|
|
|
|
|
|
| |||
Net income applicable to common stockholders per diluted common share |
| $ | 3.71 |
|
|
| $ | 0.47 |
| |
|
|
|
|
|
|
|
| |||
Weighted average number of diluted common shares outstanding |
| 46,485 |
| (5,453 | )(j) | 41,032 |
| |||
(a) Cost of merchant revenue adjustment for Travelweb acquired intangibles.
(b) Cost of agency revenue adjustment for Bookings BV acquired intangibles.
(c) Adjustment for stock-based compensation.
(d) Adjustment for option payroll taxes.
(e) Adjustment for amortization of acquisition-related intangibles, primarily related to Bookings BV, Active Hotels and Travelweb.
(f) Adjustment for restructuring charge associated with abandoned real estate.
(g) Adjustment for $160 million net non-cash tax benefit from a $170 million reversal of a portion of the Company’s deferred tax asset valuation allowance, partly offset by recording a $10 million non-cash US income tax provision. In addition, adjustment for acquisition-related income tax benefit.
(h) Impact on minority interest of pro forma adjustments.
(i) Adjustment for preferred stock dividend.
(j) Adjustment for the impact of EITF 04-08. Also, adjustment to include shares of restricted stock that were not considered in GAAP calculation of weighted average number of diluted common shares outstanding.
priceline.com Incorporated
RECONCILIATION OF GAAP FINANCIAL INFORMATION TO PRO FORMA
FINANCIAL INFORMATION
(unaudited)
(In thousands, except per share data)
|
| Nine Months Ended |
| |||||||
|
| September 30, 2005 |
| |||||||
|
| 2005 |
| Adjustments |
| Pro Forma |
| |||
|
|
|
|
|
|
|
| |||
Merchant revenues |
| $ | 686,174 |
|
|
| $ | 686,174 |
| |
Agency revenues |
| 69,280 |
|
|
| 69,280 |
| |||
Other revenues |
| 3,293 |
|
|
| 3,293 |
| |||
Total revenues |
| 758,747 |
|
|
| 758,747 |
| |||
|
|
|
|
|
|
|
| |||
Cost of merchant revenues |
| 555,280 |
| (1,041 | )(a) | 554,239 |
| |||
Cost of agency revenues |
| 523 |
| (523 | )(b) | — |
| |||
Cost of other revenues |
| — |
|
|
| — |
| |||
Total costs of revenues |
| 555,803 |
| (1,564 | ) | 554,239 |
| |||
|
|
|
|
|
|
|
| |||
Gross profit |
| 202,944 |
| 1,564 |
| 204,508 |
| |||
|
|
|
|
|
|
|
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Advertising—Offline |
| 26,482 |
|
|
| 26,482 |
| |||
Advertising—Online |
| 42,001 |
|
|
| 42,001 |
| |||
Sales and marketing |
| 27,967 |
|
|
| 27,967 |
| |||
Personnel, including stock based compensation of $2,974 |
| 34,804 |
| (2,974 | )(c) | 31,830 |
| |||
General and administrative, including option payroll taxes of $66 |
| 14,502 |
| (66 | )(d) | 14,436 |
| |||
Information technology |
| 8,023 |
|
|
| 8,023 |
| |||
Depreciation and amortization |
| 17,651 |
| (11,181 | )(e) | 6,470 |
| |||
Restructuring charge (reversal), net |
| 1,664 |
| (1,664 | )(f) | — |
| |||
|
|
|
|
|
|
|
| |||
Total operating expenses |
| $ | 173,094 |
| $ | (15,885 | ) | $ | 157,209 |
|
|
|
|
|
|
|
|
| |||
Operating income |
| 29,850 |
| 17,449 |
| 47,299 |
| |||
|
|
|
|
|
|
|
| |||
Other income: |
|
|
|
|
|
|
| |||
Interest income |
| 4,271 |
|
|
| 4,271 |
| |||
Interest expense |
| (3,777 | ) |
|
| (3,777 | ) | |||
Other |
| (558 | ) |
|
| (558 | ) | |||
Total other income (expense) |
| (64 | ) | — |
| (64 | ) | |||
|
|
|
|
|
|
|
| |||
Earnings before income taxes, equity in income of investees and minority interests |
| 29,786 |
| 17,449 |
| 47,235 |
| |||
Income tax (expense) benefit |
| 158,527 |
| (161,339 | )(g) | (2,812 | ) | |||
Equity in income of investee and minority interests |
| 626 |
| (515 | )(h) | 111 |
| |||
Net income |
| 188,939 |
| (144,405 | ) | 44,534 |
| |||
Preferred stock dividend |
| (1,854 | ) | 1,854 | (i) | — |
| |||
|
|
|
|
|
|
|
| |||
Net income applicable to common stockholders |
| $ | 187,085 |
| $ | (142,551 | ) | $ | 44,534 |
|
|
|
|
|
|
|
|
| |||
Net income applicable to common stockholders per basic common share |
| $ | 4.79 |
|
|
| $ | 1.14 |
| |
|
|
|
|
|
|
|
| |||
Weighted average number of basic common shares outstanding |
| 39,038 |
|
|
| 39,038 |
| |||
|
|
|
|
|
|
|
| |||
Net income applicable to common stockholders per diluted common share |
| $ | 4.12 |
|
|
| $ | 1.09 |
| |
|
|
|
|
|
|
|
| |||
Weighted average number of diluted common shares outstanding |
| 46,441 |
| (5,461 | )(j) | 40,980 |
| |||
(a) Cost of merchant revenue adjustment for Travelweb acquired intangibles.
(b) Cost of agency revenue adjustment for Bookings BV acquired intangibles.
(c) Adjustment for stock-based compensation.
(d) Adjustment for option payroll taxes.
(e) Adjustment for amortization of acquisition-related intangibles, primarily related to Bookings BV, Active Hotels and Travelweb.
(f) Adjustment for restructuring expense activity.
(g) Adjustment for $160 million net non-cash tax benefit from a $170 million reversal of a portion of the Company’s deferred tax asset valuation allowance, partly offset by recording a $10 million non-cash US income tax provision. In addition, adjustment for acquisition-related income tax benefit.
(h) Impact on minority interest of pro forma adjustments.
(i) Adjustment for preferred stock dividend.
(j) Adjustment for the impact of EITF 04-08. Also, adjustment to include shares of restricted stock that were not considered in GAAP calculation of weighted average number of diluted common shares outstanding.
Consolidated Statements of Operations
In thousands, except per share data
(Unaudited)
Income Statement Analysis |
| 1Q04 |
| 2Q04 |
| 3Q04 |
| 4Q04 |
| 1Q05 |
| 2Q05 |
| 3Q05 |
| 3Q05 vs. 3Q04 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Merchant revenues |
| $ | 217,011 |
| $ | 249,860 |
| $ | 226,453 |
| $ | 179,669 |
| $ | 217,528 |
| $ | 246,504 |
| $ | 222,142 |
| -2 | % |
Agency revenues |
| 6,448 |
| 8,747 |
| 8,671 |
| 14,734 |
| 14,925 |
| 18,858 |
| 35,497 |
| 309 | % | |||||||
Other revenues |
| 672 |
| 782 |
| 758 |
| 565 |
| 939 |
| 1,195 |
| 1,158 |
| 53 | % | |||||||
Total revenues |
| 224,131 |
| 259,389 |
| 235,882 |
| 194,968 |
| 233,392 |
| 266,557 |
| 258,797 |
| 10 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cost of merchant revenues |
| 180,757 |
| 205,610 |
| 184,627 |
| 143,827 |
| 175,685 |
| 201,323 |
| 178,272 |
| -3 | % | |||||||
Cost of agency revenues |
| — |
| — |
| 151 |
| 1,244 |
| — |
| — |
| 523 |
| 246 | % | |||||||
Cost of other revenues |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| NM |
| |||||||
Total costs of revenues |
| 180,757 |
| 205,610 |
| 184,778 |
| 145,071 |
| 175,685 |
| 201,323 |
| 178,795 |
| -3 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross profit |
| 43,374 |
| 53,779 |
| 51,104 |
| 49,897 |
| 57,707 |
| 65,234 |
| 80,002 |
| 57 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Advertising—offline |
| 10,664 |
| 9,617 |
| 7,178 |
| 6,018 |
| 11,072 |
| 8,089 |
| 7,320 |
| 2 | % | |||||||
Advertising—online |
| 4,741 |
| 6,749 |
| 7,471 |
| 8,518 |
| 9,932 |
| 12,205 |
| 19,865 |
| 166 | % | |||||||
Sales and marketing |
| 6,706 |
| 9,096 |
| 8,711 |
| 7,577 |
| 8,208 |
| 10,113 |
| 9,645 |
| 11 | % | |||||||
Personnel |
| 8,341 |
| 7,895 |
| 8,162 |
| 11,176 |
| 11,222 |
| 9,761 |
| 13,820 |
| 69 | % | |||||||
General and administrative |
| 3,509 |
| 4,454 |
| 4,301 |
| 4,188 |
| 4,237 |
| 5,453 |
| 4,814 |
| 12 | % | |||||||
Information technology |
| 2,514 |
| 2,455 |
| 2,272 |
| 1,929 |
| 2,739 |
| 2,776 |
| 2,508 |
| 10 | % | |||||||
Depreciation and amortization |
| 2,220 |
| 2,565 |
| 3,359 |
| 5,358 |
| 5,466 |
| 5,047 |
| 7,138 |
| 113 | % | |||||||
Restructuring charge (reversal) |
| — |
| (12 | ) | — |
| — |
| (336 | ) | — |
| 2,000 |
| NM |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total operating expenses |
| $ | 38,695 |
| $ | 42,819 |
| $ | 41,454 |
| $ | 44,764 |
| $ | 52,540 |
| $ | 53,444 |
| $ | 67,110 |
| 62 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Operating income |
| 4,679 |
| 10,960 |
| 9,650 |
| 5,133 |
| 5,167 |
| 11,790 |
| 12,892 |
| 34 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest income |
| 1,110 |
| 1,029 |
| 1,655 |
| 1,316 |
| 1,456 |
| 1,712 |
| 1,102 |
| -33 | % | |||||||
Interest expense |
| (566 | ) | (566 | ) | (1,299 | ) | (1,291 | ) | (1,293 | ) | (1,239 | ) | (1,245 | ) | -4 | % | |||||||
Other |
| 6 |
| — |
| (2 | ) | 10 |
| (618 | ) | 137 |
| (77 | ) | NM |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total other income (expense) |
| 550 |
| 463 |
| 354 |
| 35 |
| (455 | ) | 610 |
| (220 | ) | NM |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Earnings before income taxes, equity in income (loss) of investees and minority interests |
| 5,229 |
| 11,423 |
| 10,004 |
| 5,168 |
| 4,712 |
| 12,400 |
| 12,672 |
| 27 | % | |||||||
Income tax benefit (expense) |
| — |
| — |
| (67 | ) | 260 |
| 290 |
| (336 | ) | 158,573 |
| NM |
| |||||||
Equity in income (loss) of investee and minority interests |
| (126 | ) | (22 | ) | 67 |
| (430 | ) | (10 | ) | 312 |
| 325 |
| 385 | % | |||||||
Net income |
| 5,103 |
| 11,401 |
| 10,004 |
| 4,998 |
| 4,992 |
| 12,376 |
| 171,570 |
| 1615 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Preferred stock dividend |
| (772 | ) | — |
| (740 | ) | — |
| (878 | ) | — |
| (976 | ) | 32 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income applicable to common stockholders |
| $ | 4,331 |
| $ | 11,401 |
| $ | 9,264 |
| $ | 4,998 |
| $ | 4,114 |
| $ | 12,376 |
| $ | 170,594 |
| 1741 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income applicable to common stockholders per basic common share |
| $ | 0.12 |
| $ | 0.30 |
| $ | 0.24 |
| $ | 0.13 |
| $ | 0.11 |
| $ | 0.32 |
| $ | 4.36 |
| 1717 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income applicable to common stockholders per diluted common share |
| $ | 0.11 |
| $ | 0.28 |
| $ | 0.23 |
| $ | 0.12 |
| $ | 0.10 |
| $ | 0.29 |
| $ | 3.71 |
| 1513 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
(1) Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
| 37,588 |
| 38,076 |
| 38,684 |
| 38,775 |
| 38,863 |
| 39,022 |
| 39,156 |
| 1 | % | |||||||
Diluted |
| 38,905 |
| 43,144 |
| 42,648 |
| 40,449 |
| 39,764 |
| 46,516 |
| 46,485 |
| 9 | % | |||||||
Common shares outstanding, end of period |
| 37,696 |
| 38,748 |
| 38,801 |
| 38,860 |
| 39,241 |
| 39,343 |
| 39,438 |
| 2 | % | |||||||
1
Consolidated Balance Sheets
In thousands
(Unaudited)
|
| 3/31/2004 |
| 6/30/2004 |
| 9/30/2004 |
| 12/31/2004 |
| 3/31/2005 |
| 6/30/2005 |
| 9/30/2005 |
| |||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash and cash equivalents |
| $ | 176,092 |
| $ | 156,306 |
| $ | 77,281 |
| $ | 101,270 |
| $ | 100,071 |
| $ | 118,270 |
| $ | 100,089 |
|
Restricted cash |
| 22,384 |
| 23,502 |
| 25,968 |
| 23,572 |
| 23,855 |
| 22,041 |
| 22,613 |
| |||||||
Short-term investments |
| 79,576 |
| 206,360 |
| 144,381 |
| 122,812 |
| 141,967 |
| 137,598 |
| 52,881 |
| |||||||
Accounts receivable, net of allowance for doubtful accounts |
| 19,052 |
| 23,733 |
| 24,146 |
| 18,314 |
| 25,915 |
| 31,811 |
| 36,200 |
| |||||||
Prepaid expenses and other current assets |
| 3,435 |
| 6,156 |
| 7,223 |
| 6,578 |
| 6,419 |
| 8,075 |
| 19,058 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total current assets |
| 300,539 |
| 416,057 |
| 278,999 |
| 272,546 |
| 298,227 |
| 317,795 |
| 230,841 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
PROPERTY AND EQUIPMENT, net |
| 15,692 |
| 15,474 |
| 15,899 |
| 15,827 |
| 17,672 |
| 17,627 |
| 17,706 |
| |||||||
INTANGIBLE ASSETS, net |
| 6,814 |
| 13,570 |
| 96,651 |
| 98,908 |
| 94,195 |
| 86,737 |
| 158,905 |
| |||||||
GOODWILL |
| 8,779 |
| 32,837 |
| 130,118 |
| 138,859 |
| 132,540 |
| 127,665 |
| 202,469 |
| |||||||
DEFERRED TAXES |
| — |
| — |
| — |
| — |
| — |
| — |
| 148,357 |
| |||||||
OTHER ASSETS |
| 21,385 |
| 16,674 |
| 16,186 |
| 15,942 |
| 17,164 |
| 17,431 |
| 17,553 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
TOTAL ASSETS |
| $ | 353,209 |
| $ | 494,612 |
| $ | 537,853 |
| $ | 542,082 |
| $ | 559,798 |
| $ | 567,255 |
| $ | 775,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Accounts payable |
| $ | 38,023 |
| $ | 49,380 |
| $ | 50,640 |
| $ | 40,612 |
| $ | 58,900 |
| $ | 57,175 |
| $ | 48,922 |
|
Accrued expenses |
| 18,118 |
| 22,414 |
| 25,096 |
| 23,649 |
| 19,620 |
| 20,607 |
| 25,096 |
| |||||||
Deferred merchant bookings |
| — |
| 8,867 |
| 7,398 |
| 5,641 |
| 7,950 |
| 8,267 |
| 6,065 |
| |||||||
Other current liabilities |
| 3,127 |
| 3,340 |
| 3,512 |
| 4,475 |
| 4,047 |
| 7,135 |
| 8,008 |
| |||||||
Total current liabilities |
| 59,268 |
| 84,001 |
| 86,646 |
| 74,377 |
| 90,517 |
| 93,184 |
| 88,091 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Deferred taxes |
| — |
| — |
| 25,310 |
| 25,668 |
| 22,624 |
| 21,857 |
| 44,585 |
| |||||||
Other long-term liabilities |
| 435 |
| 2,029 |
| 632 |
| 692 |
| 1,573 |
| 844 |
| 3,091 |
| |||||||
Minority interest |
| — |
| 691 |
| 4,471 |
| 4,314 |
| 4,459 |
| 4,476 |
| 23,916 |
| |||||||
Long-term debt |
| 124,996 |
| 223,348 |
| 224,572 |
| 224,418 |
| 223,576 |
| 224,247 |
| 223,562 |
| |||||||
Total liabilities |
| 184,699 |
| 310,069 |
| 341,631 |
| 329,469 |
| 342,749 |
| 344,608 |
| 383,245 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
SERIES B MANDATORILY REDEEMABLE PREFERRED STOCK |
| 13,470 |
| 13,470 |
| 13,470 |
| 13,470 |
| 13,470 |
| 13,470 |
| 13,470 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Common stock |
| 307 |
| 315 |
| 316 |
| 317 |
| 319 |
| 320 |
| 321 |
| |||||||
Treasury stock |
| (350,628 | ) | (350,628 | ) | (350,628 | ) | (350,628 | ) | (350,628 | ) | (350,628 | ) | (350,628 | ) | |||||||
Additional paid-in capital |
| 2,056,942 |
| 2,062,613 |
| 2,063,451 |
| 2,064,224 |
| 2,071,625 |
| 2,073,832 |
| 2,077,099 |
| |||||||
Deferred compensation |
| (1,302 | ) | (1,516 | ) | (1,390 | ) | (1,264 | ) | (6,146 | ) | (5,990 | ) | (6,917 | ) | |||||||
Accumulated deficit |
| (1,551,113 | ) | (1,539,712 | ) | (1,530,448 | ) | (1,525,447 | ) | (1,521,333 | ) | (1,508,957 | ) | (1,338,362 | ) | |||||||
Accumulated other comprehensive income |
| 834 |
| 1 |
| 1,451 |
| 11,941 |
| 9,742 |
| 600 |
| (2,397 | ) | |||||||
Total stockholders’ equity |
| 155,040 |
| 171,073 |
| 182,752 |
| 199,143 |
| 203,579 |
| 209,177 |
| 379,116 |
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|
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| |||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
| $ | 353,209 |
| $ | 494,612 |
| $ | 537,853 |
| $ | 542,082 |
| $ | 559,798 |
| $ | 567,255 |
| $ | 775,831 |
|
2
Statistical Data
In thousands
Gross Bookings |
| 1Q04 |
| 2Q04 |
| 3Q04 |
| 4Q04 |
| 1Q05 |
| 2Q05 |
| 3Q05 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Agency |
| $ | 116,611 |
| $ | 176,248 |
| $ | 156,946 |
| $ | 197,634 |
| $ | 241,935 |
| $ | 266,447 |
| $ | 343,214 |
|
Merchant |
| 246,339 |
| 297,094 |
| 278,339 |
| 218,541 |
| 267,815 |
| 303,017 |
| 267,840 |
| |||||||
Total |
| $ | 362,950 |
| $ | 473,342 |
| $ | 435,285 |
| $ | 416,175 |
| $ | 509,750 |
| $ | 569,464 |
| $ | 611,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Domestic |
| $ | 360,179 |
| $ | 470,375 |
| $ | 424,815 |
| $ | 367,199 |
| $ | 437,848 |
| $ | 491,949 |
| $ | 446,232 |
|
International |
| 2,771 |
| 2,967 |
| 10,470 |
| 48,976 |
| 71,902 |
| 77,515 |
| 164,822 |
| |||||||
Total |
| $ | 362,950 |
| $ | 473,342 |
| $ | 435,285 |
| $ | 416,175 |
| $ | 509,750 |
| $ | 569,464 |
| $ | 611,054 |
|
|
|
|
|
|
|
|
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|
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|
|
|
| |||||||
Year/Year Growth |
| 45.3 | % | 58.0 | % | 43.7 | % | 61.1 | % | 40.4 | % | 20.3 | % | 40.4 | % | |||||||
|
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Units Sold |
| 1Q04 |
| 2Q04 |
| 3Q04 |
| 4Q04 |
| 1Q05 |
| 2Q05 |
| 3Q05 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Airline Tickets |
| 622 |
| 822 |
| 725 |
| 644 |
| 747 |
| 789 |
| 680 |
| |||||||
Year/Year Growth |
| 28.7 | % | 60.3 | % | 65.5 | % | 61.5 | % | 20.0 | % | -4.1 | % | -6.2 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Hotel Room-Nights |
| 1,682 |
| 1,995 |
| 2,087 |
| 2,007 |
| 2,556 |
| 2,736 |
| 3,499 |
| |||||||
Year/Year Growth |
| 35.9 | % | 31.6 | % | 26.2 | % | 51.1 | % | 52.0 | % | 37.1 | % | 67.7 | % | |||||||
|
|
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|
|
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|
|
|
|
|
|
|
|
| |||||||
Rental Car Days |
| 1,214 |
| 1,409 |
| 1,364 |
| 1,065 |
| 1,278 |
| 1,535 |
| 1,692 |
| |||||||
Year/Year Growth |
| 83.1 | % | 62.4 | % | 12.1 | % | 15.4 | % | 5.3 | % | 8.9 | % | 24.0 | % | |||||||
|
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| |||||||
|
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|
|
|
|
|
|
|
|
|
| |||||||
|
| 1Q04 |
| 2Q04 |
| 3Q04 |
| 4Q04 |
| 1Q05 |
| 2Q05 |
| 3Q05 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Revenue |
| $ | 224,131 |
| $ | 259,389 |
| $ | 235,882 |
| $ | 194,968 |
| $ | 233,392 |
| $ | 266,557 |
| $ | 258,797 |
|
Year/Year Growth |
| 11.8 | % | 8.3 | % | -3.1 | % | 8.2 | % | 4.1 | % | 2.8 | % | 9.7 | % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross Profit |
| $ | 43,374 |
| $ | 53,779 |
| $ | 51,104 |
| $ | 49,897 |
| $ | 57,707 |
| $ | 65,234 |
| $ | 80,002 |
|
Year/Year Growth |
| 31.5 | % | 32.8 | % | 25.7 | % | 56.8 | % | 33.0 | % | 21.3 | % | 56.5 | % | |||||||
Gross Bookings represent the total dollar value of travel booked, inclusive of taxes and fees.
The gross bookings and units sold information reflects results from Active Hotels and Bookings since acquisition.
3