10-Q 1 a11-9492_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2011

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-34357

 


 

OPENTABLE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

 

94-3374049

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

799 Market Street, 4th Floor, San Francisco, CA

 

94103

(Address of Principal Executive Offices)

 

(Zip Code)

 

(415) 344-4200

(Registrant’s Telephone Number, Including Area Code)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o

 

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files).    Yes o No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o
(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No x

 

As of May 2, 2011, 23,544,308 shares of the registrant’s common stock were outstanding.

 

 

 



Table of Contents

 

OPENTABLE, Inc.

Table of Contents

 

 

 

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

3

 

 

 

Condensed Consolidated Statements of Operations

 

4

 

 

 

Condensed Consolidated Statements of Cash Flows

 

5

 

 

 

Notes to Condensed Consolidated Financial Statements

 

7

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

15

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

24

 

Item 4.

 

Controls and Procedures

 

25

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

26

 

Item 1A.

 

Risk Factors

 

26

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

27

 

Item 3.

 

Defaults Upon Senior Securities

 

27

 

Item 4.

 

[Removed and Reserved]

 

27

 

Item 5.

 

Other Information

 

27

 

Item 6.

 

Exhibits

 

27

 

Signatures

 

28

 

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

 

OPENTABLE, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

37,876,000

 

$

33,444,000

 

Short-term investments

 

17,496,000

 

9,080,000

 

Accounts receivable, net of allowance for doubtful accounts of $1,289,000, and $1,260,000 at March 31, 2011 and December 31, 2010

 

14,705,000

 

13,292,000

 

Prepaid expenses and other current assets

 

2,761,000

 

2,919,000

 

Deferred tax asset

 

7,931,000

 

7,882,000

 

Restricted cash

 

173,000

 

167,000

 

 

 

 

 

 

 

Total current assets

 

80,942,000

 

66,784,000

 

 

 

 

 

 

 

Property, equipment and software, net

 

14,885,000

 

14,612,000

 

Goodwill

 

43,721,000

 

42,347,000

 

Intangibles, net

 

19,961,000

 

20,248,000

 

Deferred tax asset

 

5,541,000

 

5,539,000

 

Other assets

 

388,000

 

366,000

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

165,438,000

 

$

149,896,000

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

1,521,000

 

$

1,862,000

 

Accrued expenses

 

5,953,000

 

5,804,000

 

Accrued compensation

 

4,644,000

 

4,189,000

 

Deferred revenue

 

2,066,000

 

1,852,000

 

Dining rewards payable

 

16,569,000

 

15,398,000

 

Total current liabilities

 

30,753,000

 

29,105,000

 

 

 

 

 

 

 

Deferred revenue — non-current

 

2,607,000

 

2,802,000

 

Deferred tax liability

 

5,694,000

 

5,644,000

 

Income tax liability

 

10,718,000

 

8,577,000

 

Other long-term liabilities

 

1,161,000

 

1,623,000

 

 

 

 

 

 

 

Total liabilities

 

50,933,000

 

47,751,000

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 5)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Common stock, $0.0001 par value — 100,000,000 shares authorized; 23,714,772 and 23,507,765 shares issued, 23,504,525 and 23,297,518 shares outstanding at March 31, 2011 and December 31, 2010

 

2,000

 

2,000

 

Additional paid-in capital

 

149,383,000

 

143,292,000

 

Treasury stock, at cost (210,247 shares at March 31, 2011 and December 31, 2010)

 

(647,000

)

(647,000

)

Accumulated other comprehensive income (loss)

 

779,000

 

(1,305,000

)

Accumulated deficit

 

(35,012,000

)

(39,197,000

)

 

 

 

 

 

 

Total stockholders’ equity

 

114,505,000

 

102,145,000

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

165,438,000

 

$

149,896,000

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

 

OPENTABLE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

REVENUES

 

$

33,707,000

 

$

21,251,000

 

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

Operations and support

 

9,472,000

 

6,002,000

 

Sales and marketing

 

7,812,000

 

4,740,000

 

Technology

 

4,047,000

 

2,720,000

 

General and administrative

 

5,862,000

 

4,023,000

 

 

 

 

 

 

 

Total costs and expenses

 

27,193,000

 

17,485,000

 

 

 

 

 

 

 

Income from operations

 

6,514,000

 

3,766,000

 

Other income, net

 

21,000

 

69,000

 

 

 

 

 

 

 

Income before taxes

 

6,535,000

 

3,835,000

 

Income tax expense

 

2,350,000

 

1,311,000

 

 

 

 

 

 

 

NET INCOME

 

$

4,185,000

 

$

2,524,000

 

 

 

 

 

 

 

Net income per share (See Note 7):

 

 

 

 

 

Basic

 

$

0.18

 

$

0.11

 

Diluted

 

$

0.17

 

$

0.11

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

23,332,000

 

22,199,000

 

Diluted

 

24,530,000

 

23,537,000

 

 

See notes to condensed consolidated financial statements.

 

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OPENTABLE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

4,185,000

 

$

2,524,000

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,843,000

 

1,467,000

 

Amortization of intangibles

 

988,000

 

74,000

 

Provision for doubtful accounts

 

413,000

 

246,000

 

Stock-based compensation

 

3,004,000

 

1,534,000

 

Write-off of property, equipment and software

 

489,000

 

139,000

 

Excess tax benefit related to stock compensation

 

(336,000

)

(1,290,000

)

Change in contingent liability

 

427,000

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(1,725,000

)

(841,000

)

Prepaid expenses and other current assets

 

218,000

 

(89,000

)

Accounts payable and accrued expenses

 

142,000

 

1,307,000

 

Accrued compensation

 

422,000

 

652,000

 

Deferred revenue

 

9,000

 

(21,000

)

Other long-term liabilities

 

1,096,000

 

 

Dining rewards payable

 

1,159,000

 

877,000

 

 

 

 

 

 

 

Net cash provided by operating activities

 

12,334,000

 

6,579,000

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of property, equipment and software

 

(2,218,000

)

(1,981,000

)

Purchases of investments

 

(13,458,000

)

(9,367,000

)

Sales of investments

 

4,980,000

 

5,060,000

 

 

 

 

 

 

 

Net cash used in investing activities

 

(10,696,000

)

(6,288,000

)

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Excess tax benefit related to stock-based compensation

 

336,000

 

1,290,000

 

Proceeds from issuance of common stock upon exercise of employee stock options

 

2,375,000

 

1,038,000

 

Change in cash overdrafts

 

 

(988,000

)

 

 

 

 

 

 

Net cash provided by financing activities

 

2,711,000

 

1,340,000

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATES ON CASH

 

83,000

 

94,000

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

4,432,000

 

1,725,000

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS — Beginning of period

 

33,444,000

 

19,807,000

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS — End of period

 

$

37,876,000

 

$

21,532,000

 

 

 

 

 

 

 

 

 

(Continued)

 

 

 

 

5



Table of Contents

 

OPENTABLE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

 

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid for income taxes

 

$

92,000

 

$

114,000

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

Purchase of property, equipment and software recorded in accounts payable and accrued expenses

 

$

479,000

 

$

1,146,000

 

 

 

 

 

 

 

Vesting of early exercised stock options

 

$

285,000

 

$

298,000

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

 

(Concluded)

 

 

 

 

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Table of Contents

 

OPENTABLE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

1. Organization and Description of Business

 

OpenTable, Inc. (together with its subsidiaries, “OpenTable” or the “Company”), was incorporated on October 13, 1998, and is a Delaware corporation. The Company provides solutions that form an online network connecting reservation-taking restaurants and people who dine at those restaurants. For restaurant customers, the Company provides a proprietary Electronic Reservation Book, or ERB, and OpenTable Connect, or Connect. The OpenTable ERB combines proprietary software and computer hardware to deliver a solution that computerizes restaurant host-stand operations and replaces traditional pen-and-paper reservation books. The ERB streamlines and enhances a number of business-critical functions and processes for restaurants, including reservation management, table management, guest recognition and email marketing. Like the ERB, Connect allows restaurants to take online reservations via the OpenTable website; however, Connect does not provide the operational benefits that the ERB delivers to reservation-intensive restaurants. For diners, the Company operates www.opentable.com, a popular restaurant reservation website, and also provides a variety of mobile applications. The OpenTable website and mobile applications enable diners to find, choose and book tables at restaurants on the OpenTable network in real time, overcoming the inefficiencies associated with the traditional process of reserving by phone.

 

Certain Significant Risks and Uncertainties

 

The Company operates in a dynamic industry, and accordingly, can be affected by a variety of factors. For example, management of the Company believes that changes in any of the following areas could have a significant negative effect on the Company’s future financial position, results of operations or cash flows: the ability to maintain an adequate rate of growth; the impact of the current economic climate on its business; the ability to effectively manage its growth; the ability to attract new restaurant customers; the ability to increase the number of visitors to its website and convert those visitors into diners; and the ability to retain existing restaurant customers and diners or encourage repeat reservations.

 

2. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

These condensed consolidated financial statements include the accounts of OpenTable, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed on March 9, 2011 with the SEC (the “2010 Annual Report”). The condensed consolidated balance sheet as of December 31, 2010, included herein was

 

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derived from the audited consolidated financial statements as of that date but does not include all disclosures required by GAAP, including notes to the financial statements.

 

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s statement of financial position at March 31, 2011 and December 31, 2010, and the Company’s results of operations for the three months ended March 31, 2011 and 2010, and its cash flows for the three months ended March 31, 2011 and 2010. The results for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for any future period. All references to March 31, 2011 or to the three months ended March 31, 2011 and 2010 in the notes to the condensed consolidated financial statements are unaudited.

 

Use of Estimates

 

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

 

Recently Issued Accounting Standards

 

 In October 2009, the Financial Accounting Standards Board (“FASB”) issued Topic 605—Revenue Recognition and Topic 985—Software. Topic 605—Revenue Recognition requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. Topic 985—Software removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. Topic 605—Revenue Recognition and Topic 985—Software should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after September 15, 2010, with early adoption permitted. Adoption of the updated guidance did not have an impact on the Company’s consolidated results of operations or financial condition.

 

3. Short-Term Investments and Fair Value Measurements

 

Short-term investments are summarized as follows:

 

 

 

Amortized
Cost

 

Unrealized
Gains 

 

Unrealized
Losses

 

Estimated Fair
Value

 

At March 31, 2011:

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

17,494,000

 

$

5,000

 

$

 (3,000

)

$

17,496,000

 

Total

 

$

17,494,000

 

$

5,000

 

$

(3,000

)

$

17,496,000

 

 

 

 

Amortized
Cost

 

Unrealized
Gains

 

Unrealized
Losses

 

Estimated Fair
Value

 

At December 31, 2010:

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

8,099,000

 

$

1,000

 

$

 

$

8,100,000

 

Certificates of deposit

 

980,000

 

 

 

980,000

 

Total

 

$

9,079,000

 

$

1,000

 

$

 

$

9,080,000

 

 

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Table of Contents

 

As of March 31, 2011, certain investments with a total estimated fair value of $422,000 had maturity dates of greater than one year. As of December 31, 2010, there were no investments that had maturity dates of greater than one year.

 

The Company classifies investments within Level 1 of the fair value hierarchy when the fair value is based on quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

The Company classifies investments within Level 2 if the investments are valued using quoted prices for identical assets in markets that are not active, using quoted prices for similar assets in an active market, or using model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets.

 

Investments are classified within Level 3 of the fair value hierarchy if the fair value is determined using unobservable inputs that are not corroborated by market data. The valuation of Level 3 investments requires the use of significant management judgments or estimation.

 

In accordance with Topic 820—Fair Value Measurements and Disclosures, the following table represents the Company’s fair value hierarchy for its financial assets:

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

Aggregate

 

 

 

 

 

Aggregate

 

 

 

 

 

 

 

Fair Value

 

Level 1

 

Level 2

 

Fair Value

 

Level 1

 

Level 2

 

U.S. government and agency securities

 

$

17,496,000

 

$

 

$

17,496,000

 

$

8,100,000

 

$

 

$

8,100,000

 

Certificates of deposit

 

 

 

 

980,000

 

 

980,000

 

Total short-term investments

 

$

17,496,000

 

$

 

$

17,496,000

 

$

9,080,000

 

$

 

$

9,080,000

 

 

Subsequent to the issuance of the Company’s 2010 consolidated financial statements, the Company determined that the $8,100,000 of investments in U.S. government and agency securities as of December 31, 2010 should be classified as Level 2 investments (rather than Level 1 investments as originally classified) as these specific securities are not actively traded. Accordingly, we have corrected the classification of these securities from Level 1 to Level 2 in the table of fair value measurements as of December 31, 2010.

 

4. Goodwill and Intangible Assets

 

A summary of the carrying amount of goodwill by business segment as of March 31, 2011 and December 31, 2010 is as follows:

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

North America

 

$

4,561,000

 

$

4,561,000

 

International

 

39,160,000

 

37,786,000

 

 

 

 

 

 

 

Total Goodwill

 

$

43,721,000

 

$

42,347,000

 

 

The increase in goodwill of $1,374,000 was due to the change in foreign currency exchange rates from December 31, 2010 through March 31, 2011.

 

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Table of Contents

 

A summary of intangible assets as of March 31, 2011 and December 31, 2010 is as follows:

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

Gross Carrying

 

Accumulated

 

 

 

Gross Carrying

 

Accumulated

 

 

 

 

 

Value

 

Amortization

 

Total

 

Value

 

Amortization

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

$

12,325,000

 

$

30,000

 

$

12,295,000

 

$

11,897,000

 

$

23,000

 

$

11,874,000

 

Customer relationships

 

8,362,000

 

1,769,000

 

6,593,000

 

8,098,000

 

940,000

 

7,158,000

 

Developed technology

 

1,556,000

 

483,000

 

1,073,000

 

1,515,000

 

299,000

 

1,216,000

 

Total intangible assets

 

$

22,243,000

 

$

2,282,000

 

$

19,961,000

 

$

21,510,000

 

$

1,262,000

 

$

20,248,000

 

 

Amortization of intangible assets was $988,000 and $74,000 for the three months ended March 31, 2011 and 2010, respectively. Based on the current amount of intangibles subject to amortization, estimated future annual amortization expense is as follows: 2011 (remainder): $2,967,000; 2012: $3,395,000; 2013: $1,341,000; 2014: $66,000.

 

Unaudited Pro Forma Condensed Combined Financial Information

 

The unaudited pro forma financial information provided below, for the three months ended March 31, 2011 and 2010, assumes the acquisition of toptable.com occurred on January 1, 2010 and includes the impact of amortizing certain purchase accounting adjustments, such as intangible assets and the pay down of outstanding third party debt, as of January 1, 2010.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Revenues

 

$

33,707,000

 

$

24,036,000

 

Income from operations

 

6,514,000

 

3,247,000

 

Net income

 

4,185,000

 

1,909,000

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

Basic

 

$

0.18

 

$

0.08

 

Diluted

 

$

0.17

 

$

0.08

 

 

5. Commitments and Contingencies

 

The Company leases its facilities under operating leases. Leases expire at various dates through 2016. The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period.

 

Litigation

 

On May 12, 2009, a patent infringement lawsuit was filed against the Company by Mount Hamilton Partners, LLC (“Mount Hamilton”) in the United States District Court for the Northern District of California, seeking, among other things, a judgment that the Company has infringed a certain patent held by Mount Hamilton, an injunctive order against the alleged infringing activities and an award for damages. If an injunction is granted, it could force the Company to stop or alter certain of its business activities, such as certain aspects of the OpenTable Dining Rewards Program. The Company has denied Mount Hamilton’s allegations and asserted counterclaims seeking judicial declarations that the Mount Hamilton patent is not

 

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infringed, is unenforceable and is invalid. On October 6, 2009, the Company filed a petition for re-examination with the U.S. Patent and Trademark Office (“PTO”), asking the PTO to re-examine the patent in question and requesting that the claims of the Mount Hamilton patent be rejected. In addition, on October 21, 2009, the Company filed a motion in the district court asking the court to stay the current litigation pending the outcome of the requested re-examination proceeding. On December 7, 2009, the PTO granted the Company’s petition for re-examination, and in its first non-final office action, rejected all of the claims of the patent at issue. In addition, the district court has stayed all proceedings pending re-examination of the patent, which is currently ongoing. The Company is not currently able to estimate the potential loss, if any, that may result from this claim.

 

The Company is also subject to various other legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes there is no litigation pending that could, individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

 

6. Stockholders’ Equity

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation under Topic 718—Stock Compensation (Topic 718), which requires compensation costs related to share-based transactions, including employee stock options, to be recognized in the financial statements based on fair value.

 

Under Topic 718, the fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model.

 

The Company determined weighted average valuation assumptions as follows:

 

·                  Volatility—As the Company does not have an extensive trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by taking the median historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry similar in size, stage of life cycle and financial leverage. The Company did not rely on implied volatilities of traded options in its industry peers’ common stock because the volume of activity was relatively low.

 

·                  Expected term—The expected term was estimated using the simplified method allowed under Topic 718.

 

·                  Risk-free rate—The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

 

·                  Forfeiture rate—The Company estimated the forfeiture rate based on its historical experience with forfeitures. The Company reviews the estimated forfeiture rates each period end and makes changes as factors affecting the forfeiture rate calculations and assumptions change.

 

·                  Dividend yield—The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero.

 

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The following table summarizes the assumptions relating to the Company’s stock options for the three months ended March 31, 2011 and 2010, respectively:

 

 

 

Three Months
Ended
March 31,

 

 

2011

 

2010

Dividend yield

 

0%

 

0%

Volatility

 

53%

 

52% - 53%

Risk-free interest rate

 

2.67%

 

2.75%-2.93%

Expected term, in years

 

6.08

 

6.02 - 6.56

 

The Company granted 600 and 759,980 stock options during the three months ended March 31, 2011 and 2010, respectively. The Company recorded stock-based compensation expense related to stock options of $2,726,000 and $1,534,000 for three months ended March 31, 2011 and 2010, respectively.

 

Topic 718 requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow. This requirement reduces net operating cash flows and increases net financing cash flows. For the three months ended March 31, 2011 and 2010, the Company recorded $336,000 and $1,290,000, respectively, of excess tax benefits from stock-based compensation.

 

Restricted Stock Units

 

The Company began granting restricted stock units (“RSUs”) to its employees in November 2010. The cost of RSUs is determined using the fair value of the Company’s common stock on the date of grant. RSUs typically vest and become exercisable annually, based on a one to four year total vesting term. Stock-based compensation expense is amortized on a straight-line basis over the requisite service period.

 

The Company granted 11,510 RSUs during the three months ended March 31, 2011. The Company recorded stock-based compensation expense related to RSUs of $278,000 for the three months ended March 31, 2011.

 

7. Net Income Per Share

 

The Company calculates net income per share in accordance with Topic 260—Earnings per Share. Basic and diluted net income per share attributable to common stockholders are presented in conformity with the “two-class method” required for participating securities. The Company’s weighted average unvested shares subject to repurchase and settlement in shares of common stock upon vesting have the non-forfeitable right to receive dividends on an equal basis with common stock and therefore are considered participating securities that must be included in the calculation of net income per share using the two-class method in all presented periods.

 

Performance-Based Awards

 

Non-vested performance-based awards are included in the diluted shares outstanding each period if established performance criteria have been met at the end of the respective periods. 220,000 and 281,000 shares were excluded from the dilutive shares outstanding for the three months ended March 31, 2011 and 2010, respectively, as the performance criteria had not been met as of the respective dates. Anti-dilutive shares in the amounts of 76,000 and 706,000 were excluded from the dilutive shares outstanding for the three months ended March 31, 2011 and 2010, respectively.

 

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The following table sets forth the computation of basic and diluted net income per share for the periods indicated:

 

 

 

Three Months

 

 

 

Ended March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Basic net income per common share calculation:

 

 

 

 

 

Net income

 

$

4,185,000

 

$

2,524,000

 

Less: Undistributed earnings allocated to participating securities

 

(12,000

)

(38,000

)

Net income attributable to common shares - basic

 

4,173,000

 

2,486,000

 

Basic weighted average common shares outstanding

 

23,332,000

 

22,199,000

 

Basic net income per share

 

$

0.18

 

$

0.11

 

 

 

 

 

 

 

Diluted net income per common share calculation:

 

 

 

 

 

Net income

 

$

4,185,000

 

$

2,524,000

 

Less: Undistributed earnings allocated to participating securities

 

(8,000

)

(25,000

)

Net income attributable to common shares - diluted

 

4,177,000

 

2,499,000

 

Weighted average shares used to compute basic net income per share

 

23,332,000

 

22,199,000

 

Effect of potentially dilutive securities:

 

 

 

 

 

Unvested common shares subject to repurchase

 

44,000

 

234,000

 

Employee stock options

 

1,148,000

 

1,104,000

 

Employee stock awards

 

6,000

 

 

Weighted average shares used to compute diluted net income per share

 

24,530,000

 

23,537,000

 

Diluted net income per share

 

$

0.17

 

$

0.11

 

 

8. Income Taxes

 

During the three months ended March 31, 2011, the Company recorded income tax expense of $2,350,000, which resulted in an effective tax rate of 36.0%. During the three months ended March 31, 2010, the Company recorded income tax expense of $1,311,000, which resulted in an effective tax rate of 34.2%. The expected tax provision derived from applying the federal statutory rate to the Company’s income before income tax provision for the three months ended March 31, 2011 differed from the Company’s recorded income tax provision primarily due to benefits resulting from the recognition of current year federal and state research and development credits and the federal Domestic Manufacturing Deduction which were partially offset by the tax impact of certain stock-based compensation charges. The Company’s effective tax rate for the three months ended March 31, 2011 is not necessarily indicative of the effective tax rate that may be expected for fiscal year 2011.

 

Topic 740—Income Taxes prescribes that a tax position is required to meet a minimum recognition threshold before being recognized in the financial statements. The Company’s gross unrecognized tax benefits as of March 31, 2011 and December 31, 2010 were $17,585,000. As of March 31, 2011 and December 31, 2010, the Company recorded $140,000 and $124,000, respectively, of accrued interest. No significant penalties have been recorded to date.

 

9. Comprehensive Income (Loss)

 

In accordance with Topic 220—Comprehensive Income, the Company reports by major components and, as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income. Specifically, it includes cumulative foreign currency translation and the unrealized gain (loss) from investments. Comprehensive income for the three months ended March 31, 2011 and 2010 was $6,269,000 and $2,495,000, respectively.

 

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Accumulated other comprehensive income of $779,000 as of March 31, 2011 was comprised of $778,000 of foreign currency translation gains and $1,000 of unrealized gain on investments. Accumulated other comprehensive loss of $1,305,000 as of December 31, 2010 was comprised of $1,306,000 of foreign currency translation losses and $1,000 of unrealized gain on investments.

 

10. Segment Information

 

The Company operates in one industry—online reservations and guest management solutions. The Company has two reportable segments: North America and International, as defined by Topic 280—Segment Reporting. Reportable segments have been identified based on how management makes operating decisions, assesses performance and allocates resources. The Chief Executive Officer acts as the chief operating decision maker on behalf of both segments. The Company does not allocate assets discretely by reportable segments, and reviews asset information on a global basis, not by segment.

 

Summarized financial information concerning the reportable segments is as follows:

 

 

 

North America
Segment(1)

 

International
Segment

 

Total
Consolidated

 

Three months ended March 31, 2011

 

 

 

 

 

 

 

Revenues—subscription

 

$

10,621,000

 

$

1,397,000

 

$

12,018,000

 

Revenues—reservations

 

14,976,000

 

2,631,000

 

17,607,000

 

Revenues—installation and other

 

3,177,000

 

905,000

 

4,082,000

 

Income (loss) from operations

 

10,085,000

 

(3,571,000

)

6,514,000

 

Interest income

 

16,000

 

 

16,000

 

Depreciation and amortization expense

 

1,695,000

 

1,136,000

 

2,831,000

 

Purchases of property, equipment and software

 

1,604,000

 

614,000

 

2,218,000

 

Three months ended March 31, 2010

 

 

 

 

 

 

 

Revenues—subscription

 

$

9,091,000

 

$

960,000

 

$

10,051,000

 

Revenues—reservations

 

9,798,000

 

239,000

 

10,037,000

 

Revenues—installation and other

 

1,135,000

 

28,000

 

1,163,000

 

Income (loss) from operations

 

5,293,000

 

(1,527,000

)

3,766,000

 

Interest income

 

66,000

 

 

66,000

 

Depreciation and amortization expense

 

1,403,000

 

138,000

 

1,541,000

 

Purchases of property, equipment and software

 

1,818,000

 

163,000

 

1,981,000

 

 


(1)                                  A significant majority of the Company’s “Technology” costs are incurred in the United States and as such are allocated to the North America segment. There are no internal revenue transactions between the Company’s reporting segments.

 

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Geographical Information

 

The Company is domiciled in the United States and has international operations in Canada, Germany, Japan, Mexico and the United Kingdom. Information regarding the Company’s operations by geographic area is presented below:

 

 

 

 

Three Months
Ended
March 31,

 

 

 

2011

 

2010

 

Revenues:

 

 

 

 

 

United States

 

$

27,091,000

 

$

18,862,000

 

United Kingdom

 

4,123,000

 

747,000

 

International—all others

 

2,493,000

 

1,642,000

 

Total revenues

 

$

33,707,000

 

$

21,251,000

 

 

 

 

As of

 

As of

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

Long-lived assets(1):

 

 

 

 

 

United States

 

$

11,775,000

 

$

12,034,000

 

United Kingdom

 

1,784,000

 

1,229,000

 

International—all others

 

1,714,000

 

1,715,000

 

Total long-lived assets

 

$

15,273,000

 

$

14,978,000

 

 


(1)                                  Includes all non-current assets except deferred tax assets, goodwill and intangible assets.

 

The Company had no customers that individually, or in the aggregate, exceeded 10% of revenues or accounts receivable as of and for any of the period presented above.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our 2010 Annual Report.

 

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-

 

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looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included below and in our 2010 Annual Report. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

 

Overview

 

We provide solutions that form an online network connecting reservation-taking restaurants and people who dine at those restaurants. Our solutions for restaurants include our proprietary Electronic Reservation Book, or ERB, and OpenTable Connect, or Connect. Our solutions for diners include www.opentable.com, our popular restaurant reservation website, as well as a variety of mobile applications. The OpenTable network includes more than 20,000 OpenTable restaurant customers spanning all 50 states as well as select markets outside of the United States. Since our inception in 1998, we have seated more than 200 million diners through OpenTable reservations, and during the three months ended March 31, 2011, we seated an average of approximately 7.5 million diners per month, including diners seated by toptable.com (“toptable”), which we acquired in October 2010. Restaurants that use our ERB pay us a one-time installation fee for onsite installation and training, a monthly subscription fee for the use of our software and hardware and a fee for each restaurant guest seated through online reservations. Restaurants that use Connect pay us a fee for each restaurant guest seated through online reservations. Our online restaurant reservation service is free to diners. For the three months ended March 31, 2011 and 2010, our net revenues were $33.7 million and $21.3 million, respectively. For the three months ended March 31, 2011 and 2010, our subscription revenues accounted for 36% and 47% of our total revenues, respectively. For the three months ended March 31, 2011 and 2010, our reservation revenues accounted for 52% and 47% of our total revenues, respectively.

 

In 2004, we began to selectively expand outside of North America into countries that are characterized by large numbers of online consumer transactions and reservation-taking restaurants. To date, we have concentrated our international efforts in Germany, Japan and the United Kingdom. Our revenues outside of North America for the three months ended March 31, 2011 and 2010 represented 15% and 6% of our total revenues, respectively. On October 1, 2010, we acquired toptable, a leading restaurant reservation site in the United Kingdom, which contributed $3.0 million to revenues for the three months ended March 31, 2011. We intend to continue to incur substantial expenses in advance of recognizing material related revenues as we attempt to further penetrate our existing international markets and selectively enter new markets. Some international markets may fail to meet our expectations, and we may decide to realign our focus, as we did when we closed our offices in Spain and France in the fourth quarter of 2008.

 

Basis of Presentation

 

General

 

We report consolidated operations in U.S. dollars and operate in two geographic segments: North America and International. The North America segment is comprised of all of our operations in the United States, Canada and Mexico, and the International segment is comprised of all non-North America operations, which includes operations in Europe and Asia.

 

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Table of Contents

 

Revenues

 

We generate substantially all of our revenues from our restaurant customers; we do not charge any fees to diners for online restaurant reservations. Our revenues include installation fees for our ERB (including training), monthly subscription fees and a fee for each restaurant guest seated through online reservations. Installation fees are recognized on a straight-line basis over an estimated customer life of approximately four to six years. Subscription revenues are recognized on a straight-line basis during the contractual period over which the service is delivered to our restaurant customers. Revenues from online reservations are recognized on a transaction basis as the diners are seated by the restaurant. Revenues are shown net of redeemable Dining Points issued to diners. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Dining Rewards Loyalty Program” in our 2010 Annual Report.

 

Costs and Expenses

 

Operations and support.    Our operations and support expenses consist primarily of payroll and related costs, including bonuses and stock-based compensation, for those employees associated with installation, support and maintenance for our restaurant customers, as well as costs related to our outsourced call center. Operations and support expenses also include restaurant equipment costs, such as depreciation on restaurant-related hardware, shipping costs related to restaurant equipment, restaurant equipment costs that do not meet the capitalization threshold, referral payments and website connectivity costs. Operations and support expenses also include amortization of capitalized website and internal use software development costs (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Website and Software Development Costs” in our 2010 Annual Report). Also included in operations and support expenses are travel and related expenses incurred by the employees providing installation and support services for our restaurant customers, plus allocated facilities costs.

 

Sales and marketing.    Our sales and marketing expenses consist primarily of salaries, benefits and incentive compensation for sales and marketing employees, including stock-based compensation. Also included are expenses for trade shows, public relations and other promotional and marketing activities, travel and entertainment expenses and allocated facilities costs.

 

Technology.    Our technology expenses consist primarily of salaries and benefits, including bonuses and stock-based compensation, for employees and contractors engaged in the development and ongoing maintenance of our website, infrastructure and software, as well as allocated facilities costs.

 

General and administrative.    Our general and administrative costs consist primarily of salaries and benefits, including stock-based compensation, for general and administrative employees and contractors involved in executive, finance, accounting, risk management, human resources and legal roles. In addition, general and administrative costs include consulting, legal, accounting and other professional fees. Bad debt, third party payment processor, credit card, bank processing fees and allocated facilities costs are also included in general and administrative expenses.

 

Headcount consists of full-time equivalent employees, including full-time equivalent temporary employees, in all of the sections noted below.

 

Other Income, Net

 

Other income, net consists primarily of the interest income earned on our cash, cash equivalents and short-term investments. Foreign exchange gains and losses are also included in other income, net.

 

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Table of Contents

 

Income Taxes

 

We are subject to income tax in the United States as well as other tax jurisdictions in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may also be subject to current U.S. income tax.

 

During the three months ended March 31, 2011, we recorded income tax expense of $2.4 million, which resulted in an effective tax rate of 36.0%. During the three months ended March 31, 2010, we recorded income tax expense of $1.3 million, which resulted in an effective tax rate of 34.2%. The tax provision and the effective tax rate for the three months ended March 31, 2011 differed from those of the same period ended March 31, 2010, primarily due to benefits resulting from the recognition of current year federal and state research and development credits and the federal Domestic Manufacturing Deduction which were partially offset by the tax impact of certain stock-based compensation charges. Our effective tax rate for the three months ended March 31, 2011 is not necessarily indicative of the effective tax rate that may be expected for fiscal year 2011.

 

Factors that impact our income tax provision include, but are not limited to, the compensation expense related to non-deductible share-based payments, recognition of research and development tax benefits and the federal Domestic Manufacturing Deduction and discrete tax benefits arising from the disqualified disposition of certain stock-based compensation awards.

 

Critical Accounting Policies and Estimates

 

In presenting our financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures.

 

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Our future estimates may change if the underlying assumptions change. Actual results may differ significantly from these estimates.

 

There have been no material changes to our critical accounting policies described in our 2010 Annual Report. For further information on our critical and other significant accounting policies, see our 2010 Annual Report.

 

We believe that the following critical accounting policies involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our consolidated financial statements:

 

·                  Revenue Recognition;

·                  Dining Rewards Loyalty Program;

·                  Website and Software Development Costs;

·                  Income Taxes; and

·                  Stock-Based Compensation.

 

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Table of Contents

 

Results of Operations

 

The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

(In thousands, except per share amounts)

 

 

 

 

 

 

 

REVENUES

 

$

33,707

 

$

21,251

 

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

Operations and support (1)

 

9,472

 

6,002

 

Sales and marketing (1)

 

7,812

 

4,740

 

Technology (1)

 

4,047

 

2,720

 

General and administrative (1)

 

5,862

 

4,023

 

 

 

 

 

 

 

Total costs and expenses

 

27,193

 

17,485

 

 

 

 

 

 

 

Income from operations

 

6,514

 

3,766

 

Other income, net

 

21

 

69

 

 

 

 

 

 

 

Income before taxes

 

6,535

 

3,835

 

Income tax expense

 

2,350

 

1,311

 

 

 

 

 

 

 

NET INCOME

 

$

4,185

 

$

2,524

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic

 

$

0.18

 

$

0.11

 

Diluted

 

$

0.17

 

$

0.11

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

23,332

 

22,199

 

Diluted

 

24,530

 

23,537

 

 


(1) Stock-based compensation included in above line items:

 

 

 

 

 

Operations and support

 

$

412

 

$

187

 

Sales and marketing

 

510

 

394

 

Technology

 

451

 

283

 

General and administrative

 

1,631

 

670

 

 

 

$

3,004

 

$

1,534

 

 

 

 

 

 

 

Other Operational Data:

 

 

 

 

 

Installed restaurants (at period end):

 

 

 

 

 

North America

 

14,522

 

11,487

 

International

 

6,692

 

1,642

 

Total

 

21,214

 

13,129

 

 

 

 

 

 

 

Seated diners (in thousands):

 

 

 

 

 

North America

 

20,870

 

14,093

 

International

 

1,553

 

408

 

Total

 

22,423

 

14,501

 

 

 

 

 

 

 

Headcount (at period end):

 

 

 

 

 

North America

 

358

 

275

 

International

 

156

 

68

 

Total

 

514

 

343

 

 

 

 

 

 

 

Additional Financial Data:

 

 

 

 

 

Revenues:

 

 

 

 

 

North America

 

$

28,774

 

$

20,024

 

International

 

4,933

 

1,227

 

Total

 

$

33,707

 

$

21,251

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

North America

 

$

10,085

 

$

5,293

 

International

 

(3,571

)

(1,527

)

Total

 

$

6,514

 

$

3,766

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

North America

 

$

1,695

 

$

1,403

 

International

 

1,136

 

138

 

Total

 

$

2,831

 

$

1,541

 

 

 

 

 

 

 

Stock-based compensation:

 

 

 

 

 

North America

 

$

2,019

 

$

1,479

 

International

 

985

 

55

 

Total

 

$

3,004

 

$

1,534

 

 

 

 

(as a percentage of revenue)

 

 

 

 

 

 

 

REVENUES

 

100

%

100

%

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

Operations and support

 

28

%

28

%

Sales and marketing

 

23

%

22

%

Technology

 

12

%

13

%

General and administrative

 

17

%

19

%

 

 

 

 

 

 

Total costs and expenses

 

80

%

82

%

 

 

 

 

 

 

Income from operations

 

19

%

18

%

Other income, net

 

0

%

0

%

 

 

 

 

 

 

Income before taxes

 

19

%

18

%

Income tax expense

 

7

%

6

%

 

 

 

 

 

 

NET INCOME

 

12

%

12

%

 

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Revenues

 

 

 

Three Months Ended

 

 

 

 

 

March 31,

 

Three Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenues by Type:

 

 

 

 

 

 

 

Subscription

 

$

12,018

 

$

10,051

 

20

%

Reservation

 

17,607

 

10,037

 

75

%

Installation and other

 

4,082

 

1,163

 

251

%

Total

 

$

33,707

 

$

21,251

 

59

%

 

 

 

 

 

 

 

 

Percentage of Revenues by Type:

 

 

 

 

 

 

 

Subscription

 

36

%

47

%

 

 

Reservation

 

52

%

47

%

 

 

Installation and other

 

12

%

6

%

 

 

Total

 

100

%

100

%

 

 

 

 

 

 

 

 

 

 

Revenues by Location:

 

 

 

 

 

 

 

North America

 

$

28,774

 

$

20,024

 

44

%

International

 

4,933

 

1,227

 

302

%

Total

 

$

33,707

 

$

21,251

 

59

%

 

 

 

 

 

 

 

 

Percentage of Revenues by Location:

 

 

 

 

 

 

 

North America

 

85

%

94

%

 

 

International

 

15

%

6

%

 

 

Total

 

100

%

100

%

 

 

 

Total revenues increased $12.5 million, or 59%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Subscription revenues increased $2.0 million, or 20%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Subscription revenues increased as a result of the increase in installed restaurants. Reservation revenues increased $7.6 million, or 75%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Reservation revenues increased as a result of the increase in seated diners, plus the addition of $2.1 million of reservation revenues resulting from the acquisition of toptable. Installation and other revenues increased $2.9 million, or 251%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Installation and other revenues increased primarily as a result of an increase in revenue from other product offerings, including advertising sales, web service licensing, featured private dining listings and third-party restaurant coupon sales, plus the addition of $0.9 million of other revenues resulting from the acquisition of toptable.

 

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Table of Contents

 

Costs and Expenses

 

Operations and Support

 

 

 

Three Months Ended

 

Three

 

 

 

March 31,

 

Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Operations and support

 

$

9,472

 

$

6,002

 

58

%

 

 

 

 

 

 

 

 

Headcount (at period end):

 

 

 

 

 

 

 

North America

 

121

 

83

 

46

%

International

 

55

 

28

 

96

%

Total

 

176

 

111

 

59

%

 

Our operations and support expenses increased $3.5 million, or 58%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in operations and support expenses was primarily attributable to a $1.4 million increase in headcount-related expenses, including stock-based compensation expense and a $0.2 million increase in cost at our outsourced customer support center. Also contributing to the increase was a $0.9 million increase in amortization of intangible assets, a $0.2 million increase in depreciation of capitalized website and software development costs, plus an increase in restaurant equipment costs, including depreciation on restaurant hardware, and equipment and shipping costs in connection with the increase in the installed base.

 

Sales and Marketing

 

 

 

Three Months Ended

 

Three

 

 

 

March 31,

 

Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

7,812

 

$

4,740

 

65

%

 

 

 

 

 

 

 

 

Headcount (at period end):

 

 

 

 

 

 

 

North America

 

103

 

77

 

34

%

International

 

66

 

32

 

106

%

Total

 

169

 

109

 

55

%

 

Our sales and marketing expenses increased $3.1 million, or 65%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in sales and marketing expenses was primarily attributable to a $1.9 million increase in headcount-related costs, including stock-based compensation expense, plus the addition of $0.5 million of pay-per-click marketing expenses incurred by toptable during the first quarter of 2011.

 

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Table of Contents

 

Technology

 

 

 

Three Months Ended

 

Three

 

 

 

March 31,

 

Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Technology

 

$

4,047

 

$

2,720

 

49

%

 

 

 

 

 

 

 

 

Headcount (at period end):

 

 

 

 

 

 

 

North America

 

86

 

69

 

25

%

International

 

13

 

0

 

100

%

Total

 

99

 

69

 

43

%

 

Our technology expenses increased $1.3 million, or 49%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in technology expenses was primarily attributable to a $1.2 million increase in headcount-related costs, including stock-based compensation expense.

 

General and Administrative

 

 

 

Three Months Ended

 

Three

 

 

 

March 31,

 

Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

5,862

 

$

4,023

 

46

%

 

 

 

 

 

 

 

 

Headcount (at period end):

 

 

 

 

 

 

 

North America

 

48

 

46

 

4

%

International

 

22

 

8

 

175

%

Total

 

70

 

54

 

30

%

 

Our general and administrative expenses increased $1.8 million, or 46%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in general and administrative expenses was primarily attributable to a $0.9 million increase in headcount-related costs, including stock-based compensation expense, plus an increase of $0.8 million in professional services, primarily reflecting increased legal and audit services during the first quarter of 2011. These increases were partially offset by a $0.4 million reduction in the contingent liability related to potential performance-based cash payments to the founder of Table Maestro, LLC.

 

Other Income, Net

 

 

 

Three Months Ended

 

Three

 

 

 

March 31,

 

Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

$

21

 

$

69

 

-70

%

 

Other income, net remained relatively consistent for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 and consisted primarily of interest income earned on cash, cash equivalents and short-term investments.

 

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Table of Contents

 

Income Taxes

 

 

 

Three Months Ended

 

Three

 

 

 

March 31,

 

Month

 

 

 

2011

 

2010

 

% Change

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

$

2,350

 

$

1,311

 

79

%

 

Income tax expense increased $1.0 million, or 79%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in income tax expense reflects the increase in income before taxes. Our effective tax rate increased in 2011 as compared to 2010 due to a reduction in discrete tax benefits arising during the first quarter of 2011 as compared to the first quarter of 2010.

 

Liquidity and Capital Resources

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

(in thousands)

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows Data:

 

 

 

 

 

Purchases of property, equipment and software

 

2,218

 

1,981

 

Depreciation and amortization

 

 

 

 

 

North America

 

1,695

 

1,403

 

International

 

1,136

 

138

 

Total depreciation and amortization

 

2,831

 

1,541

 

Cash provided by operating activities

 

12,334

 

6,579

 

Cash used in investing activities

 

(10,696

)

(6,288

)

Cash provided by financing activities

 

2,711

 

1,340

 

 

As of March 31, 2011, we had cash and cash equivalents of $37.9 million and short-term investments of $17.5 million. Cash and cash equivalents consist of cash and money market accounts. Short-term investments consist of U.S. government agency securities. To date we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurances that access to our invested cash, cash equivalents and short-term investments will not be impacted by adverse conditions in the financial markets.

 

Amounts deposited with third party financial institutions exceed the Federal Deposit Insurance Corporation and Securities Investor Protection Corporation, or SIPC, insurance limits, as applicable. These cash, cash equivalents and short-term investment balances could be impacted if the underlying financial institutions fail or are subjected to other adverse conditions in the financial markets. To date we have experienced no loss or lack of access to our cash, cash equivalents or short-term investments.

 

We have a $3.0 million line of credit to fund working capital under which we had no amounts drawn down as of March 31, 2011. This line of credit expires in July 2011.

 

Since 2005, we have been able to finance our operations, including international expansion, through cash from operating activities and proceeds from stock sales, including our initial public offering in 2009 and the ongoing exercise of employee stock options. We had cash and cash equivalents of $37.9 million at March 31, 2011 and we believe we will have sufficient cash to support our operating activities for at least the next twelve months.

 

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Table of Contents

 

Operating Activities

 

For the three months ended March 31, 2011, operating activities provided $12.3 million in cash, primarily as a result of net income of $4.2 million, $3.0 million in stock-based compensation, $2.8 million in depreciation and amortization, $0.5 million in write-offs of property, equipment and software and $0.4 million in provision for bad debts. These amounts were partially offset by a cash usage of $1.7 million as a result of an increased accounts receivable balance.

 

For the three months ended March 31, 2010, operating activities provided $6.6 million in cash, as a result of net income of $2.5 million, plus $1.5 million in depreciation and amortization, $1.5 million in stock-based compensation and a $2.0 million increase in accrued expenses and compensation.

 

Investing Activities

 

Our primary investing activities have consisted of purchases and maturities of short-term investments and purchases of property, equipment and software and the investment in business acquisitions. We expect to have ongoing capital expenditure requirements to support our growing restaurant installed base and other infrastructure needs. We expect to fund this investment with our existing cash, cash equivalents and short-term investments.

 

In addition to purchases of property, equipment and software, we purchased $8.5 million (net of sales) of short-term investments in the three months ended March 31, 2011 and purchased $4.3 million (net of sales) of short-term investments in the three months ended March 31, 2010.

 

Financing Activities

 

Our primary financing activities consist of proceeds from the issuance of common stock pursuant to equity awards and the excess tax benefit related to stock-based compensation plus the repayment of cash overdrafts during the three months ended March 31, 2010.

 

Off Balance Sheet Arrangements

 

As of March 31, 2011, we did not have any off balance sheet arrangements.

 

Contractual Obligations

 

As of March 31, 2011, there were no significant changes to our contractual obligations.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate and foreign exchange risks.

 

Interest Rate Fluctuation Risk

 

We do not have any long-term borrowings.

 

Our investments include cash, cash equivalents and short-term investments. Cash and cash equivalents consist of cash and money market accounts. Short-term investments consist of U.S. government agency securities. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates,

 

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Table of Contents

 

which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cash flows to be materially affected to any degree by a sudden change in market interest rates.

 

Foreign Currency Exchange Risk

 

We have foreign currency risks related to our revenues and operating expenses denominated in currencies other than the U.S. dollar, principally the British pound sterling, the euro, the Japanese yen, the Canadian dollar and the Mexican peso. We do not believe movements in the foreign currencies in which we transact will significantly affect future net earnings. Foreign currency risk can be quantified by estimating the change in cash flows resulting from a hypothetical 10% adverse change in foreign exchange rates. We believe such a change would not have a material impact on our results of operations.

 

Inflation Risk

 

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of March 31, 2011, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal

 

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Table of Contents

 

control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On May 12, 2009, a patent infringement lawsuit was filed against us by Mount Hamilton in the United States District Court for the Northern District of California, seeking, among other things, a judgment that we have infringed a certain patent held by Mount Hamilton, an injunctive order against the alleged infringing activities and an award for damages. If an injunction is granted, it could force us to stop or alter certain of our business activities, such as certain aspects of the OpenTable Dining Rewards Program. We have denied Mount Hamilton’s allegations and asserted counterclaims seeking judicial declarations that the Mount Hamilton patent is not infringed, is unenforceable and is invalid. On October 6, 2009, we filed a petition for re-examination with the PTO, asking the PTO to re-examine the patent in question and requesting that the claims of the Mount Hamilton patent be rejected. In addition, on October 21, 2009, we filed a motion in the district court asking the court to stay the current litigation pending the outcome of the requested re-examination proceeding. On December 7, 2009, the PTO granted our petition for re-examination, and in its first non-final office action, rejected all of the claims of the patent at issue. In addition, the district court has stayed all proceedings pending re-examination of the patent, which is currently ongoing. We are not currently able to estimate the potential loss, if any, that may result from this claim.

 

We are also subject to various other legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that there is no litigation pending that could, individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations or cash flows.

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors previously disclosed in Part 1, Item 1A of our 2010 Annual Report. The risks described in our 2010 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

Our directors, executive officers and principal stockholder have substantial control over us and could delay or prevent a change in corporate control.

 

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Table of Contents

 

As of March 31, 2011, our directors and executive officers, together with their affiliates, beneficially owned approximately 7% of our outstanding common stock. In addition, as of March 31, 2011, approximately 14.5% of our outstanding common stock was held by FMR LLC.

 

These stockholders, acting together, have the ability to control, or have significant influence over, the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, have the ability to control, or have significant influence over, the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:

 

·          delaying, deferring or preventing a change in corporate control;

 

·               impeding a merger, consolidation, takeover or other business combination involving us; or

 

·               discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Unregistered Sales of Equity Securities

 

None.

 

Use of Proceeds

 

On May 21, 2009, our registration statement on Form S-1 (File No. 333-157034) was declared effective for our initial public offering.

 

The net offering proceeds have been invested into short-term investment-grade securities and money market accounts.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. [REMOVED AND RESERVED]

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibits

 

 

 

 

 

3.1 (1)

 

Amended and Restated Certificate of Incorporation of OpenTable, Inc.

 

 

 

3.2 (2)

 

Amended and Restated Bylaws of OpenTable, Inc.

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


(1)          Filed as Exhibit 3.3 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 6, 2009, (File No. 333-157034), and incorporated herein by reference.

(2)          Filed as Exhibit 3.5 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 6, 2009, (File No. 333-157034), and incorporated herein by reference.

 

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Table of Contents

 

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 thereunto duly authorized.

 

 

 

OPENTABLE, INC.

 

 

 

 

 

 

 

 

/s/ MATTHEW ROBERTS

 

 

 

 

 

Matthew Roberts

 Chief Financial Officer

 (Principal Financial Officer and Duly Authorized Signatory)

 

 

Date: May 5, 2011

 

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Table of Contents

 

INDEX TO EXHIBITS

 

3.1(1)

Amended and Restated Certificate of Incorporation of OpenTable, Inc.

 

 

3.2(2)

Amended and Restated Bylaws of OpenTable, Inc.

 

 

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


(1)          Filed as Exhibit 3.3 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 6, 2009, (File No. 333-157034), and incorporated herein by reference.

(2)          Filed as Exhibit 3.5 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 6, 2009, (File No. 333-157034), and incorporated herein by reference.

 

29