0000912057-01-534294.txt : 20011009 0000912057-01-534294.hdr.sgml : 20011009 ACCESSION NUMBER: 0000912057-01-534294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011001 ITEM INFORMATION: FILED AS OF DATE: 20011003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 1751310 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 8-K 1 a2060443z8-k.txt 8-K 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): October 2, 2001 priceline.com Incorporated ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25581 06-1528493 ------------------------------ ------------------------ ------------------- (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 800 Connecticut Avenue, Norwalk, Connecticut 06854 ---------------------------------------------------- ------------------------ (Address of principal office) (zip code) N/A ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 9. REGULATION FD DISCLOSURE. On October 2, 2001, priceline.com announced that, in a presentation at Robertson, Stephens & Co. Consumer Conference in New York City on October 3rd, it intended to update its post-September 11th sales activity and revenue guidance. The information set forth above is qualified in its entirety by reference to the press release and priceline.com's presentation materials, each of which is attached hereto as Exhibit 99.1 and 99.2, respectively, and incorporated herein by reference. EXHIBITS. 99.1 Press Release issued by priceline.com Incorporated on October 2, 2001. 99.2 Presentation materials presented at Robertson, Stephens & Co. Consumer Conference in New York City on October 3rd. 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 ------------------------------- Name: Jeffery H. Boyd Title: President Date: October 3, 2001 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release issued by priceline.com Incorporated on October 2, 2001. 99.2 Presentation materials presented at Robertson, Stephens & Co. Consumer Conference in New York City on October 3rd. EX-99.1 3 a2060443zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 Priceline.com To Update Post-September 11th Sales Activity At Robertson Stephens Conference PRICELINE.COM NOW EXPECTS 3RD QUARTER 2001 REVENUE TO BE AT HIGH END OF PREVIOUS GUIDANCE OF $280 MILLION TO $300 MILLION NORWALK, Conn., October 2, 2001 . . . Priceline.com Incorporated (Nasdaq: PCLN) announced that it intends to update its post-September 11th sales activity in a presentation tomorrow at the Robertson Stephens & Co. Consumer Conference in New York. Priceline.com will state that demand for its travel products is recovering faster than it expected, and that the Company now expects 3rd quarter 2001 revenue to come in at the high end of the range of $280 million to $300 million previously provided in the Company's September 18, 2001 press release. The Company also will state that, for the week ended October 1, 2001, total unique offers and total units sold had recovered to 94 percent and 82 percent respectively of the levels for the week preceeding the September 11th terrorist attacks. The table below compares unique purchase offers and gross units sold for the weeks ended September 10th, 17th, 24th, and October 1st respectively:
Unique Purchase Offers Week Ended Air % of week Hotel % OF WEEK RENTAL % OF WEEK TOTAL % OF WEEK ---------- --- --------- ----- --------- ------ --------- ----- ---------- ended 9/10 ENDED 9/10 CAR ENDED 9/10 PURCHASE ENDED 9/10 ---------- ---------- --- ---------- -------- ---------- OFFERS -------- Sept. 10 107,742 100.0% 45,485 100.0% 23,414 100.0% 176,641 100.0% Sept. 17 35,374 32.8% 24,334 53.5% 8,109 34.6% 67,817 38.4% Sept. 24 68,926 64.0% 36,888 81.1% 13,022 55.6% 118,836 67.3% Oct. 1 102,234 94.9% 45,596 100.2% 17,352 74.1% 165,182 93.5%
Gross Units Sold*
WEEK ENDED AIRLINE % OF WEEK HOTEL % OF WEEK RENTAL % OF WEEK TOTAL % OF WEEK ---------- ------- --------- ----- --------- ------ ---------- -------- ----------- TICKETS ENDED 9/10 ROOM ENDED 9/10 CAR ENDED 9/10 UNITS ENDED 9/10 ------- ---------- ---- ---------- --- ---------- ----- ---------- NIGHTS DAYS SOLD ------ ---- ---- Sept. 10 88,316 100.0% 63,355 100.0% 73,731 100.0% 225,402 100.0% Sept. 17 26,223 29.7% 38,982 61.5% 32,192 43.7% 97,397 43.2% Sept. 24 43,508 49.3% 54,667 86.3% 43,912 59.6% 142,087 63.0% Oct. 1 63,532 71.9% 65,363 103.2% 54,883 74.4% 183,778 81.5%
* Prior to refunds (more) -2- "We are pleased by the speed and progress of our ongoing recovery," said priceline.com Chairman and CEO Richard S. Braddock. "Our strong customer franchise and attractive inventory and pricing position us well to serve customer travel needs during this transitional period, particularly in our hotel business where these factors have combined with strong underlying momentum to drive a nearly full recovery in three weeks." Priceline.com stated that recovery in revenue from sales of travel products trailed unit sales as a result of refunds granted in the aftermath of the September 11th terrorist attacks and pressure from deep discounting of published retail prices instituted by airlines, hotel companies and rental car companies to spur near-term demand. The recovery of airline ticket sales also was negatively affected by temporary disruptions in availability of inventory related to anticipated schedule changes. Priceline.com also announced that it plans to acquire a majority interest in the equity of priceline.com Europe Ltd., which holds the rights to develop the priceline.com business in Europe and is currently selling travel products in the U.K. As part of the acquisition agreement, priceline.com Europe will continue to operate the company and will take steps to create further operating efficiencies in its business. Priceline.com stated that it would consolidate priceline.com Europe's results in the 4th quarter 2001 and that the acquisition was expected to reduce quarterly pro forma operating results by approximately $0.01 per share for the next several quarters. A copy of the Company's presentation will be made available tomorrow on priceline.com's Web site in the Investor Relations section, and will be filed as an exhibit to a form 8-K filed with the Securities and Exchange Commission tomorrow. ABOUT PRICELINE.COM Priceline.com is the Name Your Own Price(sm) Internet service that offers products for sale in four categories: a travel service that offers leisure airline tickets, hotel rooms and rental cars; a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee; an automotive service that offers new cars; and a telecommunications service that offers long distance calling services. Priceline.com licenses its business model to independent licensees, including pricelinemortgage and certain international licensees. In these arrangements, priceline.com generally receives royalties for licensing its intellectual property. Priceline.com also holds securities carrying the right to purchase a significant equity stake in the licensees under certain conditions. Unless those rights are exercised, the results of licensee operations will not be included in priceline.com's financial statements. ### For press information, contact: 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, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "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 products as the result of recent terrorist events, hostilities or other similar or related events; adverse changes in the Company's relationships with airlines and other product and service providers; systems- related failures and/or security breaches; the effects of increased competition; the Company's ability to protect its intellectual property rights; losses by the Company and its licensees; any adverse impact from negative publicity as a result of recent events and negative customer reaction to such publicity; 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. EX-99.2 4 a2060443zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] -------------------------------------------------------------------------------- priceline.com-Registered Trademark- Robertson Stephens Consumer Conference ------------------------------- October 3, 2001 -------------------------------------------------------------------------------- page 1 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- PRICELINE.COM WOULD LIKE TO REMIND YOU THAT THIS PRESENTATION MAY CONTAIN FORWARD LOOKING STATEMENTS, WHICH ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. 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," "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 PRICELINE.COM'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 PRODUCTS AS THE RESULT OF RECENT TERRORIST EVENTS, HOSTILITIES OR OTHER SIMILAR OR RELATED EVENTS; ADVERSE CHANGES IN PRICELINE.COM'S RELATIONSHIPS WITH AIRLINES AND OTHER PRODUCT AND SERVICE PROVIDERS; SYSTEMS-RELATED FAILURES AND/OR SECURITY BREACHES; THE EFFECTS OF INCREASED COMPETITION; PRICELINE.COM'S ABILITY TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS; LOSSES BY PRICELINE.COM AND ITS LICENSEES; ANY ADVERSE IMPACT FROM NEGATIVE PUBLICITY AND NEGATIVE CUSTOMER REACTION TO SUCH PUBLICITY; 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 PRICELINE.COM'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, PLEASE REFER TO PRICELINE.COM'S MOST RECENT FORM 10-Q, FORM 10-K AND FORM 8-K FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. UNLESS REQUIRED BY LAW, PRICELINE.COM UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. -------------------------------------------------------------------------------- page 2 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- CURRENT ASSESSMENT o Airlines still far from resolving financial problems o Leisure travel is not frivolous travel o Internet travel is still the place to be, within Internet and within travel industry o Ultimate recovery of industry tied to rise in consumer confidence o Limited near-term visibility -------------------------------------------------------------------------------- page 3 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- PRICELINE'S POST-IPO QUARTERLY PERFORMANCE
Revenue Pro Forma EPS ------------------------------------ --------------------------------- Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 1999 $111.6 $152.2 $169.2 $(0.10) $(0.08) $(0.06) 2000 $313.8 $352.1 $341.3 $228.2 $(0.04) $(0.01) $(0.01) $(0.15) 2001 $269.7 $364.8 $(0.03) $ 0.05
Contribution Margin ------------------------------------ --------------------------------- Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 1999 $10.5 $18.2 $24.1 9.4% 12.0% 14.2% 2000 $49.0 $55.2 $54.4 $35.1 15.6% 15.7% 15.9% 15.4% 2001 $43.1 $60.1 16.0% 16.5%
-------------------------------------------------------------------------------- page 4 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- PRICELINE IS WELL POSITIONED TO WEATHER DOWNTURN o Brand name / investment o Cash (Q2: $165.7M) o Margin o Lower break-even than any other broad-line seller of travel on the Internet o Successfully managed through historical volatility -------------------------------------------------------------------------------- page 5 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- PRICELINE'S RECOVERY STRONG o Nature of transaction o Post September 11th results -------------------------------------------------------------------------------- page 6 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- RECOVERY DYNAMICS
UNIQUE OFFERS Week Prior Week Of 1st Wk After 2nd Wk After ---------- ------- ------------ ------------ Air 107,742 33% 64% 95% Hotel 45,485 54% 81% 100% Rental Car 23,414 35% 56% 74% ---------- ------- ------------ ------------ Total 176,641 38% 67% 94%
-------------------------------------------------------------------------------- page 7 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- RECOVERY DYNAMICS
GROSS UNITS Week Prior Week Of 1st Wk After 2nd Wk After ---------- ------- ------------ ------------ Air Tickets 88,316 30% 49% 72% Hotel Room Nights 63,355 62% 86% 103% Rental Car Days 73,731 44% 60% 74% ---------- ------- ------------ ------------ Total Units 225,402 43% 63% 82%
-------------------------------------------------------------------------------- page 8 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] priceline.com-Registered Trademark- -------------------------------------------------------------------------------- PRICELINE'S LONG-TERM PROSPECTS POSITIVE o Margin insulation o New travel products -- Cruises -- Vacation Packages o Horizontality is a long-term opportunity o Financial expectations appear manageable -------------------------------------------------------------------------------- page 9 [PLANE, BED, KEY, PHONE RECEIVER, HOUSE AND CAR GRAPHICS] -------------------------------------------------------------------------------- priceline.com-Registered Trademark- -------------------------------------------------------------------------------- page 10