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| EX-99.1 - EXHIBIT99.1 - Booking Holdings Inc. | ex991093012.htm |
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) November 1, 2012
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
Delaware | 0-25581 | 06-1528493 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Conditions
On November 1, 2012, priceline.com Incorporated (“priceline.com”, the "Priceline Group" or the “company”) announced its financial results for the 3rd quarter ended September 30, 2012. A copy of priceline.com’s consolidated balance sheet at September 30, 2012, consolidated statements of operations for the three and nine months ended September 30, 2012 and consolidated statement of cash flows for the nine months ended September 30, 2012, are included in the financial and statistical supplement attached to the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. The consolidated balance sheet at September 30, 2012, consolidated statements of operations for the three and nine months ended September 30, 2012 and consolidated statement of cash flows for the nine months ended September 30, 2012 shall be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.
Item 7.01. Regulation FD Disclosure
On November 1, 2012, priceline.com announced its financial results for the 3rd quarter ended September 30, 2012. A copy of priceline.com’s press release announcing these financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The company noted that ADRs for hotel room night reservations had decreased year-over-year during the 3rd quarter 2012 on a local currency basis by approximately 1% for its international hotel service and increased year-over-year during the 3rd quarter 2012 by approximately 5% for its U.S. hotel service.
The company explained that its 4th quarter 2012 guidance assumes that ADRs for the company's international hotel service for the 4th quarter 2012 would be down to a greater degree than in the 3rd quarter and ADRs for the company's U.S. hotel service would be up by approximately 5% year-over-year.
The company noted that its forecast for the remainder of the 4th quarter 2012 assumed, among other things, that the Euro/U.S. Dollar exchange rate would be 1.30 U.S. Dollars per Euro and that the British Pound/U.S. Dollar exchange rate would be 1.61 U.S. Dollars per British Pound; the company noted that those assumed exchange rates were weaker by approximately 4% for the Euro and stronger by 2% for the British Pound than average exchange rates for the same period in the prior year. The company explained that it expected deleverage in non-GAAP operating income as a percentage of gross profit in the 4th quarter 2012. The company assumes that margins in 4th quarter will be impacted by deleverage in online advertising expense due to business mix continuing to shift to paid channels as well as continuing pressure on ROIs. The company indicated that it intends to continue to invest in people, new offices, IT expenses and increased depreciation expense to support the growth of its business.
The company noted that its non-GAAP financial guidance was based upon a non-GAAP diluted share count of approximately 51.4 million shares (which includes a calculation of the assumed economic dilutive impact of the company's outstanding convertible notes and share-based awards), which is based on the company's October 31, 2012 closing stock price of $573.77 per share.
The company explained that its 4th quarter 2012 guidance reflects the company's expectation for sequentially naturally decelerating growth rates for a very large business comparing against high transaction growth rates. The Company noted that the “comp” in the latter half of the 4th quarter 2012 was “particularly challenging” because the company experienced accelerating growth in the latter half of the 4th quarter 2011. The company emphasized that given the uncertainty surrounding worldwide economic conditions, particularly in Europe where much of the company's business is concentrated, it believes that variability around the company's 4th quarter 2012 guidance is elevated. A copy of priceline.com's press release announcing this agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This Form 8-K contains 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, “goal,” “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. For a detailed discussion of the 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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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 | Press release (which includes a financial and statistical supplement and related information) issued by priceline.com Incorporated on November 1, 2012 relating to, among other things, its 3rd quarter earnings. The consolidated balance sheet at September 30, 2012 and consolidated statements of operations for the three and nine months ended September 30, 2012 and consolidated statement of cash flows for the nine months ended September 30, 2012 shall be treated as “filed” for the purposes of the Securities and Exchange Act of 1934, as amended, and the remaining information shall be treated as “furnished.” |
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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/ Daniel J. Finnegan | ||
Name: | Daniel J. Finnegan | ||
Title: | Chief Financial Officer | ||
Date: November 2, 2012
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EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release (which includes a financial and statistical supplement and related information) issued by priceline.com Incorporated on November 1, 2012 relating to, among other things, its 3rd quarter earnings. The consolidated balance sheet at September 30, 2012 and consolidated statements of operations for the three and nine months ended September 30, 2012 and consolidated statement of cash flows for the nine months ended September 30, 2012 shall be treated as “filed” for the purposes of the Securities and Exchange Act of 1934, as amended, and the remaining information shall be treated as “furnished.” |
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