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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2003
priceline.com Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-25581 06-1528493
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(State or other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
800 Connecticut Avenue, Norwalk, Connecticut 06854
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(Address of principal office) (zip code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 1, 2003, priceline.com Incorporated announced its financial results
for the fiscal quarter ended March 31, 2003. A copy of priceline.com's
consolidated balance sheet at March 31, 2003 and December 31, 2002 and
consolidated statement of operations for the three months ended March 31, 2002
and 2003 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Priceline.com consolidated balance sheet at
March 31, 2003 and December 31, 2002 and consolidated
statement of operations for the three months ended
March 31, 2002 and 2003.
99.2 Press release (which includes a financial and
statistical supplement and related information and a
reconciliation of adjustments to priceline.com's
consolidated statement of operations) issued by
priceline.com Incorporated on May 1, 2003 relating to
its 1st quarter ended March 31, 2003 earnings.
ITEM 9. REGISTRATION FD DISCLOSURE FURNISHED PURSUANT TO ITEM 12 DISCLOSURE OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 1, 2003, priceline.com Incorporated announced its financial results
for the fiscal quarter ended March 31, 2003. A copy of priceline.com's press
release announcing these financial results and certain other information is
attached as Exhibit 99.2 to this Current Report on Form 8-K.
The attached press release contains forward-looking statements relating to
priceline.com's performance during 2003. A more thorough discussion of certain
factors which may affect priceline.com's operating results is included in
priceline.com's Annual Report on Form 10-K for the fiscal year ended December
31, 2002, and will also be included in priceline.com's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2003 to be filed with the Securities
and Exchange Commission in the second quarter of 2003.
In accordance with the procedural guidance in Securities and Exchange
Commission Release No. 33-8216, the information in this report is being
furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12.
Disclosure of Results of Operations and Financial Condition." The information in
this report shall not be treated as "filed" for purposes of the Securities
Exchange Act of 1934, as amended.
The attached press release contains two non-GAAP financial measures. For
purposes of the Securities and Exchange Commission's Regulation G, a non-GAAP
financial measure is a numerical measure of a company's performance, financial
position, or cash flows that either excludes or includes amounts that are not
normally excluded or included in the most directly comparable measure calculated
and presented in accordance with accounting principles generally accepted in the
United States ("GAAP"). In the attached press release, priceline.com uses the
non-GAAP measures of net loss excluding warrant costs and net loss per share
excluding warrant costs and preferred stock dividends. Both "warrant costs" and
"preferred stock dividends" are non-cash charges calculated in accordance with
GAAP that appear as line items on
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priceline.com's consolidated statement of operations for the 1st quarter 2003.
The non-GAAP measures are provided to enhance the user's overall understanding
of our 1st quarter 2003 financial performance and our prospects for the future.
Specifically, we believe that net loss excluding warrant costs and net loss per
share excluding preferred stock dividends and warrant costs provide useful
information to investors by excluding two non-cash expenses that may not be
indicative of our core operating results. Additionally, while this is the first
fiscal quarter in which priceline.com is not separately reporting results on a
"pro forma" basis, the company has, for transitional purposes, reported these
two non-GAAP measures to facilitate comparison to 1st quarter 2003 guidance it
had previously provided. These measures should be considered in addition to
results prepared in accordance with GAAP, but are not a substitute for or
superior to GAAP results. In the attached financial and statistical supplement,
we have reconciled net loss excluding warrant costs and net loss per share
excluding preferred stock dividends and warrant costs to the most directly
comparable GAAP measures, net loss and net loss per share.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRICELINE.COM INCORPORATED
By: /s/ Jeffery H. Boyd
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Name: Jeffery H. Boyd
Title: President and Chief
Executive Officer
Date: May 1, 2003
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Priceline.com consolidated balance sheet at
March 31, 2003 and December 31, 2002 and consolidated
statement of operations for the three months ended
March 31, 2002 and 2003.
99.2 Press release (which includes a financial and
statistical supplement and related information and a
reconciliation of adjustments to priceline.com's
consolidated statement of operations) issued by
priceline.com Incorporated on May 1, 2003 relating to
its 1st quarter ended March 31, 2003 earnings.