10-Q/APeriod: Q3 FY2007

Booking Holdings Inc. Quarterly Report (Amendment) for Q3 Ended Sep 30, 2007

Filed March 10, 2008For Securities:BKNG

Summary

Booking Holdings Inc. (formerly priceline.com Incorporated) filed an amendment to its 10-Q for the period ending September 30, 2007, primarily to correct the classification of certain cash flow and balance sheet items. The company reported strong revenue growth, driven by its international operations and the Booking.com brand, which now represent a significant portion of its business. The restatements did not impact the company's operating income or overall financial position but addressed how specific transactions were categorized. Key financial highlights include substantial increases in total revenues and gross profit, largely due to a surge in agency revenues from international bookings and a recovery in merchant revenues. The company also noted significant progress in settling litigation and received a substantial refund related to federal excise taxes on airline tickets.

Key Highlights

  • 1Total revenues increased by 33.1% for the three months and 24.5% for the nine months ended September 30, 2007, compared to the prior year, driven by strong international growth.
  • 2Agency revenues saw a significant increase of 90.4% (3-month) and 83.3% (9-month), primarily due to expansion in international operations.
  • 3Gross profit increased by 63.8% (3-month) and 58.9% (9-month), with total gross margin improving significantly, reflecting a favorable shift towards net revenue recognition for retail transactions and the positive impact of an excise tax refund.
  • 4The company recorded a substantial litigation settlement charge of approximately $55.4 million in the nine months ended September 30, 2007.
  • 5A significant positive impact to revenue was a $18.6 million refund and $3.3 million in interest income related to federal excise taxes on airline tickets.
  • 6The company has $570 million in convertible senior notes, with contingent conversion thresholds exceeded as of September 30, 2007, potentially leading to conversion into equity.
  • 7The company completed the acquisition of Agoda Company, Ltd. and AGIP LLC in November 2007 for an initial cash payment and potential earnout of up to $141.6 million.

Frequently Asked Questions

The primary reason for filing this amended 10-Q was to correct a classification error in the presentation of purchases of shares in a subsidiary held by minority interest, reclassifying them from financing activities to investing activities in the consolidated statements of cash flows. Additionally, a classification error in the presentation of minority interest on the consolidated balance sheet was corrected, moving it from liabilities to the mezzanine section.

The company's international operations, largely comprising Booking.com, were a significant driver of growth. They contributed substantially to revenue and gross profit, with agency revenues and room nights sold showing strong increases. International operations represented approximately 55.1% of the company's gross bookings in the first nine months of 2007 and were expected to become an even larger percentage of total bookings and operating income.

The company had $570 million in convertible senior notes outstanding. As of September 30, 2007, the contingent conversion thresholds for these notes were exceeded, meaning they became convertible at the option of the holder and were reclassified as a current liability. This indicates a potential for significant equity dilution if holders choose to convert, as the principal would be settled in cash and the conversion premium in cash or shares.

Yes, the company was involved in significant litigation, including a settlement for approximately $55.4 million in the nine months ended September 30, 2007. Furthermore, the company received a substantial refund of $18.6 million plus interest related to federal excise taxes on airline tickets. The company is also facing numerous putative class action lawsuits related to hotel occupancy and other taxes from various cities and counties across the U.S.