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PCLN News Priceline.com Reports Financial Results For 3rd Quarter 2006

NORWALK, Conn.--(BUSINESS WIRE)--Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 3^rd quarter 2006. Gross travel bookings for the quarter, which refers to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers, rose 47.8% year-over-year to $903.2 million. Revenues in the 3^rd quarter were $313.5 million, a 21.1% increase over a year ago. 2006 results include the operating results of Bookings B.V., which was acquired in July 2005.

Priceline.com’s GAAP gross profit for the 3^rd quarter 2006 was $123.5 million, up 54.4% from the prior year. Priceline.com had 3^rd quarter 2006 GAAP net income of $47.8 million, or $1.05 per diluted share. GAAP net income for the 3^rd quarter 2006 was positively affected by a $28.1 million non-cash tax benefit from reversing a portion of priceline.com’s deferred tax asset valuation allowance in the period.

Pro forma gross profit for the 3^rd quarter 2006 was $122.3 million, an increase of 51.3% over the same period in the prior year. Pro forma net income for the quarter was $30.2 million, or $0.72 per diluted share, which compares to $19.3 million, or $0.47 in the same period a year ago. First Call analyst consensus for the 3^rd quarter 2006 was $0.67 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 historical pro forma financial information with priceline.com’s financial results under GAAP.

The non-cash tax benefit in the 3^rd quarter of 2006 was recorded pursuant to the provisions of Statement of Financial Accounting Standards No. 109, which requires a company to release a portion of its deferred tax asset valuation allowance when it becomes more likely than not that it will realize all or some portion of its deferred tax asset. The company released a portion of its valuation allowance in the 3^rd quarter 2006 after taking into consideration current operating results and prospects; the accretive impact of its recent convertible note offering; and the availability of additional net operating loss carry-forwards for state income tax purposes. While priceline.com does not expect to pay cash U.S. federal income taxes on its income for the foreseeable future, priceline.com records 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. Last year’s 3^rd quarter GAAP net income of $170.6 million, or $3.71 per diluted share, included a $160 million net non-cash tax benefit from reversing a portion of priceline.com’s deferred tax asset valuation allowance.

“Priceline.com’s 3^rd quarter performance surpassed our updated guidance given on September 21^st based on better-than-forecast results for the month of September,” said priceline.com President and Chief Executive Officer Jeffery H. Boyd. “Priceline Europe had an excellent quarter, with gross travel bookings of $398 million in the 3^rd quarter 2006, which represents an organic growth rate of approximately 121%. We believe that international results were fueled by positive e-commerce market trends, strong results in fast-growing continental markets and contributions from inventory integration and cross-sell programs. Domestically, in the 3^rd quarter priceline.com experienced organic gross travel bookings growth of 13.2% and 13.0% growth in merchant gross travel bookings, which we believe demonstrates solid results for our opaque and retail merchant hotel services. We believe priceline.com’s money saving travel services, including our Name Your Own Price^® option, were highly attractive during the quarter to budget-minded consumers squeezed by rising travel prices.” Organic gross travel bookings growth rates assume that acquired businesses were owned during all of 2005 and exclude the sale of Travelweb hotel rooms through Orbitz.

During the 3^rd quarter, priceline.com completed an offering of $345 million principal amount of convertible senior notes. “We were pleased to complete this transaction at attractive borrowing costs,” said Robert Mylod, priceline.com’s Chief Financial Officer. “A portion of the net proceeds were used to purchase 3.9 million shares of priceline.com common stock and the balance is available for the repayment of our previously issued convertible notes over the next few years as well as for general corporate purposes.” The company also announced today that it had completed its exchange offer for its outstanding convertible notes payable in 2008 and 2010. In the exchange, 99.9% of the $125 million aggregate principal amount of convertible senior notes due 2008 and 100% of the $100 million aggregate principal amount of convertible senior notes due 2010 were exchanged in each case for notes which provide for, among other things, principal repayment in cash rather than shares.

Looking toward the 4^th quarter, Mr. Boyd said, “Average holiday travel costs already are running well ahead of last year. We believe this puts priceline.com in a favorable competitive position versus other online travel reservation services. We believe that customers booking in advance will find priceline.com has a broad selection of airline, hotel and rental car offerings at competitive prices. Those who wait until the last minute to make their holiday travel plans will still be able to use our Name Your Own Price^® services for potentially deeper discounts.”

Forward Guidance

Priceline.com said it was targeting the following for 4^th quarter 2006:

• Year-over-year increases in overall gross travel bookings of approximately 30%.
• Gross travel bookings from Priceline Europe of approximately $280 to $300 million.
• Year-over-year increase in revenue of approximately 15%.
• Year-over-year increase in pro forma gross profit of approximately 35% to 40%.
• Pro forma net income of between $0.36 and $0.42 per diluted share.

For full-year 2007, priceline.com said it was targeting pro forma net income of $2.37 to $2.67 per diluted share.

The increase in 4^th quarter 2006 and full-year 2007 guidance compared to the guidance given in September 2006 primarily results from the impact of the recent convertible note offering, the use of proceeds thereof, including the repurchase of 3.85 million shares of priceline.com common stock, and the impact of the recent exchange offer.

Pro forma gross profit guidance for the 4^th quarter 2006 and 2007 excludes non-cash amortization expense of acquisition-related intangibles primarily associated with the acquisition of Travelweb LLC in 2004. Pro forma net income per diluted share guidance for the 4^th quarter 2006 and full-year 2007 excludes:

• non-cash amortization expense of acquisition-related intangibles,
• stock-based compensation expense (including compensation expense related to stock options upon the adoption of SFAS 123(R)),
• option payroll tax expense,
• non-cash income tax expense,
• non-cash preferred stock dividends, and
• the impact on minority interests of the pro forma adjustments described above.

When aggregated, the foregoing adjustments are expected to total approximately $9 million for the 4^th quarter 2006 and $44 million for full-year 2007.

About Priceline.com® Incorporated

Priceline.com Incorporated (Nasdaq: PCLN) operates priceline.com, a leading U.S. online travel service for value-conscious leisure travelers, and Priceline Europe, a leading European online hotel reservation service.

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 all the best published prices, leisure travelers can narrow their searches using priceline.com’s TripFilter™ advanced search technology, 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 Europe operates one of Europe’s fastest growing hotel reservation services through its Booking.com network of hotel reservation services, Activehotels.com and priceline.co.uk. Priceline Europe operates in 40 countries in 12 languages and offers its customers in Europe and the U.S. access to approximately 25,000 participating European hotels.

Priceline.com also operates the following travel websites: Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee. Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees.

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 failure 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 Ltd. 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 income or expense items 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 financial information is adjusted for the following items:

• Amortization expense of acquisition-related intangibles is excluded from pro forma gross profit and pro forma net income because it does not impact cash earnings.
• Stock-based compensation expense and the non-cash expense associated with the payment of preferred stock dividends are excluded from pro forma net income 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 stock option exercise activity and the market price of priceline.com's common stock.
• The restructuring charge, net and the impact of the favorable resolution of certain Federal transportation tax and state franchise tax issues are excluded because they can impact comparability of earnings with historical results from prior periods.
• Income tax (expense) benefit 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 carryforwards. In addition, the non-cash U.S. income tax benefit resulting from the 3^rd quarter 2006 release of an additional portion of priceline’s deferred tax valuation allowance is excluded because it does not impact cash earnings.
• Minority interest is adjusted for the impact of certain of the pro forma adjustments described above.
• Equity in income (loss) of investees and minority interests is adjusted to exclude the impairment charge related to the investment in pricelinemortgage.com because it is a non-cash charge and it can impact comparability of earnings with historical results from prior periods.
• Finally, for calculating pro forma net income per share:
  • net income is adjusted for the impact of the pro forma adjustments described above
  • the 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.
  • All common stock warrants and shares of restricted common stock are included in the calculation of pro forma net income per share because pro forma net income has been adjusted to exclude our preferred stock dividend and 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.