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OpenTable, Inc. Announces Fourth Quarter and Full Year 2012 Financial Results

Companies mentioned in this article: OpenTable, Inc.

SAN FRANCISCO, Feb. 7, 2013 /PRNewswire/ -- OpenTable, Inc. (NASDAQ: OPEN), the world's leading provider of online restaurant reservations, today reported its financial results for the fourth quarter and fiscal year ended December 31, 2012.

(Logo: http://photos.prnewswire.com/prnh/20110606/MM07085LOGO)

OpenTable reported consolidated net revenues for Q4 2012 of $43.0 million, a 16% increase over Q4 2011. Consolidated net income for Q4 2012 was $7.5 million, or $0.32 per diluted share. Non-GAAP consolidated net income for Q4 2012, which excludes tax-affected stock-based compensation expense, tax-affected acquisition-related expenses and tax-affected amortization of acquired intangibles, was $10.7 million, or $0.46 per diluted share.

OpenTable provides operating results by geography as the Company is at different stages of development in its North America and International operations.

North America Results

    --  Installed restaurant base as of December 31, 2012, totaled 19,801, a 15%
        increase over December 31, 2011.
    --  Seated diners totaled 29.9 million, a 21% increase over Q4 2011.
    --  Revenues totaled $36.7 million, a 16% increase over Q4 2011.
    --  Non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation,
        amortization, stock-based compensation and acquisition-related expenses)
        totaled $19.0 million, or 52% of North America revenues, a 16% increase
        over Q4 2011.

International Results

    --  Installed restaurant base as of December 31, 2012, totaled 7,716.  As
        previously reported, with the relaunch of the toptable site in Q2 2012,
        in an anticipated one-time event, we removed restaurants that did not
        migrate to OpenTable technology from our installed restaurant base. 
        After adjusting for this one-time event, our installed restaurant base
        as of December 31, 2012, represented a 62% increase over our installed
        base of OpenTable technology-enabled restaurants as of December 31,
        2011.
    --  Seated diners totaled 3.0 million, a 35% increase over Q4 2011.
    --  Revenues totaled $6.3 million, a 13% increase over Q4 2011.
    --  Non-GAAP adjusted EBITDA totaled a loss of $0.1 million compared to a
        loss of $0.5 million in Q4 2011.

"Our business continued to demonstrate strong momentum in 2012," said Matt Roberts, President and CEO of OpenTable. "The shift to mobile coupled with richer customer experiences represent long-term opportunities for the business, and we're pleased with the recent progress in our international segment."

Q4 2012 Consolidated Financial and Operating Summary

    --  Installed restaurant base as of December 31, 2012, totaled 27,517.
    --  Seated diners totaled 32.8 million, a 22% increase over Q4 2011.
    --  Total revenues were $43.0 million in Q4 2012, up 16% over Q4 2011
        revenues of $37.2 million.
        --  Reservation revenues were $24.5 million in Q4 2012, up 21% over Q4
            2011 revenues of $20.3 million.  Reservation revenues primarily
            increased as a result of the increase in seated diners.
        --  Subscription revenues were $14.5 million in Q4 2012, up 10% over Q4
            2011 revenues of $13.3 million.  Subscription revenues primarily
            increased as a result of the increase in installed restaurants using
            our Electronic Reservation Book solution.
        --  Other revenues were $4.0 million in Q4 2012, up 9% over Q4 2011
            revenues of $3.6 million.  The increase is primarily the result of
            an increase in revenue from gift card sales.
    --  Total costs and expenses were $31.9 million in Q4 2012, up 21% over Q4
        2011 costs and expenses of $26.4 million.  The increase was primarily
        driven by an increase in stock-based compensation expense and a 4%
        increase in headcount.
    --  Total operating income was $11.1 million in Q4 2012 compared to $10.8
        million in Q4 2011.  Non-GAAP consolidated operating income, excluding
        stock-based compensation expense, acquisition-related expenses and
        amortization of acquired intangibles was $16.4 million in Q4 2012
        compared to $13.7 million in Q4 2011.
    --  The Q4 2012 GAAP income tax expense was $3.7 million, or a 33% tax rate.
    --  Consolidated net income was $7.5 million, or $0.32 per diluted share, in
        Q4 2012 compared to $7.0 million, or $0.29 per diluted share, in Q4
        2011.  Non-GAAP consolidated net income, which excludes tax-affected
        stock-based compensation expense, tax-affected acquisition-related
        expenses, and tax-affected amortization of acquired intangibles was
        $10.7 million, or $0.46 per diluted share, in Q4 2012 compared to $8.9
        million, or $0.37 per diluted share, in Q4 2011.
    --  As of December 31, 2012, OpenTable had cash and cash equivalents and
        short-term investments of $103.5 million.

2012 Consolidated Financial and Operating Summary

    --  Total revenues were $161.6 million in 2012, up 16% over 2011 revenues of
        $139.5 million.
    --  Operating income totaled $36.5 million in 2012, or 23% of consolidated
        revenues, a 12% increase over 2011.  Non-GAAP consolidated operating
        income, excluding stock-based compensation expense, acquisition-related
        expenses and amortization of acquired intangibles, was $61.0 million in
        2012, or 38% of consolidated revenues, a 29% increase over 2011.
    --  Non-GAAP adjusted EBITDA totaled $70.1 million in 2012, or 43% of
        consolidated revenues, a 27% increase over 2011.

"During the fourth quarter the business continued to deliver solid operating metrics, adjusted EBITDA margins and cash flows even as we invest for the future," said Duncan Robertson, CFO of OpenTable.

Business Outlook

As of today, OpenTable is providing guidance for Q1 2013 and the full year 2013 on revenue, non-GAAP adjusted EBITDA and other consolidated metrics.

Q1 2013 Guidance:

    --  In the North America segment the Company estimates revenue to be in the
        range of $38.6 million to $39.6 million and non-GAAP adjusted EBITDA to
        be in the range of $19.3 million to $20.4 million.
    --  In the International segment the Company estimates revenue to be in the
        range of $6.1 million to $6.5 million and non-GAAP adjusted EBITDA loss
        to be in the range of $1.8 million to $2.4 million.
    --  On a consolidated basis the Company estimates revenue to be in the range
        of $44.7 million to $46.1 million, non-GAAP adjusted EBITDA to be in the
        range of $16.9 million to $18.6 million, GAAP EPS to be in the range of
        $0.25 to $0.29 and non-GAAP EPS to be in the range of $0.39 to $0.44.

Full Year 2013 Guidance:

    --  In the North America segment the Company estimates revenue to be in the
        range of $158.8 million to $164.2 million and non-GAAP adjusted EBITDA
        to be in the range of $82.6 million to $87.2 million.
    --  In the International segment the Company estimates revenue to be in the
        range of $27.3 million to $28.9 million and non-GAAP adjusted EBITDA
        loss to be in the range of $0.7 million to $2.9 million.
    --  On a consolidated basis the Company estimates revenue to be in the range
        of $186.1 million to $193.1 million, non-GAAP adjusted EBITDA to be in
        the range of $79.7 million to $86.5 million, GAAP EPS to be in the range
        of $1.27 and $1.45 and non-GAAP EPS to be in the range of $1.79 to
        $1.96.

Quarterly Conference Call

A conference call will be webcast live today at 2 p.m. PT/5 p.m. ET and will be available through February 28, 2013, at http://investors.opentable.com/events.cfm. This call may contain forward-looking statements and other material information regarding the Company's financial and operating results.

About Non-GAAP Financial Information

This press release contains certain non-GAAP financial measures. Tables are provided in the press release that reconcile the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The reconciliations of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures in the tables below include all information reasonably available to the Company at the date of this press release and adjustments that the Company can reasonably predict. Events that could cause the reconciliation to change include, but are not limited to, acquisitions and divestitures of businesses, goodwill and other asset impairments, and sales of available-for-sale debt securities and other investments.

The non-GAAP financial measures in this press release include non-GAAP consolidated net income and the related per diluted share amounts, non-GAAP consolidated operating income and non-GAAP adjusted EBITDA. Non-GAAP financial measure adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, and acquisition-related expenses. Within the Company's reconciliation to non-GAAP diluted net income per share, the impact of undistributed earnings allocated to participating securities has been excluded.

To supplement the Company's consolidated financial statements presented on a GAAP basis, management believes that these non-GAAP measures provide useful information about the Company's core operating results and thus are appropriate to enhance the overall understanding of the Company's past financial performance and its prospects for the future. Management believes it is useful to exclude stock-based compensation, acquisition-related expenses and amortization of acquired intangibles because they do not reflect the underlying performance of the Company's business operations. These adjustments to the Company's GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company's underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate the Company's financial results. The presentation of non-GAAP measures is not meant to be considered in isolation or as a substitute for or superior to financial results determined in accordance with GAAP.

Background Information

The Company reports consolidated operations in U.S. dollars and operates in two geographic segments: North America and International. The North America segment is comprised of all 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. The Company generates substantially all of its revenues from its restaurant customers. The Company's revenues primarily include monthly subscription fees, a fee for each restaurant guest seated through online reservations, and other revenue, including installation fees for the Electronic Reservation Book (including training).

Forward-Looking Statements

This press release and its attachments contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. These forward-looking statements include guidance for Q1 2013 and the full year 2013 and the quotations from management in this press release, as well as any statements regarding the Company's strategic and operational plans. The Company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may contribute to such differences include, among others, the impact of the current economic climate on the Company's business; the Company's ability to maintain an adequate rate of growth; the Company's ability to effectively manage its growth; the Company's ability to attract new restaurant customers; the Company's ability to increase the number of visitors to its websites and mobile applications and convert those visitors into diners; the Company's ability to retain existing restaurant customers and diners or encourage repeat reservations; the Company's ability to successfully enter new markets and manage its international expansion; the Company's ability to successfully manage any acquisitions of businesses, solutions or technologies; interruptions in service and any related impact on the Company's reputation; costs associated with defending intellectual property infringement and other claims; and the impact of natural catastrophic events. More information about potential factors that could affect the Company's business and financial results is contained in the Company's annual report on Form 10-K for the year ended December 31, 2012 and the Company's other filings with the SEC. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.

About OpenTable, Inc.

OpenTable is the world's leading provider of online restaurant reservations, seating approximately 10 million diners per month via online bookings across more than 27,000 restaurants. The OpenTable network connects restaurants and diners, helping diners discover and book the perfect table and helping restaurants deliver personalized hospitality to keep guests coming back. The OpenTable service enables diners to see which restaurants have available tables, select a restaurant based on verified diner reviews, menus and other helpful information, and easily book a reservation. In addition to the Company's website and mobile apps, OpenTable powers online reservations for nearly 600 partners, including many of the Internet's most popular global and local brands. For restaurants, the OpenTable hospitality solutions enable them to manage their reservation book, streamline their operations and enhance their service levels. Since its inception in 1998, OpenTable has seated more than 400 million diners around the world. The Company is headquartered in San Francisco, California, and the OpenTable service is available throughout the United States, as well as in Canada, Germany, Japan, Mexico and the UK. OpenTable also owns and operates toptable, the leading consumer destination site for restaurant reservations in the UK.

OpenTable, OpenTable.com, OpenTable logos, toptable and other service names are the trademarks of OpenTable, Inc. and/or its affiliates.

                                                        OPENTABLE, INC.
                                        UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                                          December 31,                  December 31,
                                                          ------------                  ------------
                                                                           2012                          2011
                                                                           ----                          ----
                                                         (In thousands)
    ASSETS

    CURRENT ASSETS:
      Cash and cash equivalents                                        $102,772                       $36,519
      Short-term investments                                                733                        13,411
      Accounts receivable, net                                           22,015                        18,795
      Prepaid expenses and other
       current assets                                                     2,924                         2,708
      Deferred tax asset                                                 14,353                        11,238
                                                                         ------                        ------

               Total current assets                                     142,797                        82,671

    Property, equipment and
     software, net                                                       21,271                        16,150
    Goodwill                                                             46,304                        42,312
    Intangibles, net                                                     15,226                        16,403
    Deferred tax asset                                                   10,628                         5,466
    Other assets                                                          1,021                           813
                                                                          -----                           ---

    TOTAL ASSETS                                                       $237,247                      $163,815
                                                                       ========                      ========

    LIABILITIES AND
     STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES:
      Accounts payable and accrued
       expenses                                                         $13,847                        $7,004
      Accrued compensation                                                5,167                         4,518
      Deferred revenue                                                    1,563                         1,752
      Deferred tax liability                                                107                             -
      Dining rewards payable                                             27,611                        20,827
                                                                         ------                        ------
               Total current liabilities                                 48,295                        34,101

      Deferred revenue - non-
       current                                                            2,054                         2,249
      Deferred tax liability                                              3,268                         3,915
      Income tax liability                                               15,639                        13,215
      Other long-term liabilities                                            76                           108
                                                                            ---                           ---

               Total liabilities                                         69,332                        53,588
                                                                         ------                        ------


    STOCKHOLDERS' EQUITY:
      Common stock                                                            2                             2
      Additional paid-in capital                                        211,408                       171,465
      Treasury stock                                                    (50,685)                      (41,963)
      Accumulated other
       comprehensive income (loss)                                          861                        (1,634)
      Retained earnings
       (accumulated deficit)                                              6,329                       (17,643)
                                                                          -----                       -------

               Total stockholders' equity                               167,915                       110,227
                                                                        -------                       -------

    TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                              $237,247                      $163,815
                                                                       ========                      ========

                                                                                    OPENTABLE, INC.
                                                                   UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS

                                                                    Three Months Ended                                Twelve Months Ended
                                                                       December 31,                                      December 31,
                                                                       ------------                                      ------------
                                                                                              2012                                           2011      2012      2011
                                                                                              ----                                           ----      ----      ----
                                                               (In thousands, except per share amounts)

    REVENUES                                                                               $42,967                                        $37,165  $161,632  $139,518

    COSTS AND EXPENSES:
      Operations and support (1)                                                            10,506                                         10,276    41,908    39,350
      Sales and marketing (1)                                                                8,972                                          7,005    34,531    28,697
      Technology (1)                                                                         3,965                                          3,365    14,564    14,691
      General and administrative (1)                                                         8,407                                          5,740    34,080    24,157
                                                                                             -----                                          -----    ------    ------

               Total costs and expenses                                                     31,850                                         26,386   125,083   106,895
                                                                                            ------                                         ------   -------   -------

    Income from operations                                                                  11,117                                         10,779    36,549    32,623
    Other income, net                                                                           33                                             30        99        98
                                                                                               ---                                            ---       ---       ---

    Income before taxes                                                                     11,150                                         10,809    36,648    32,721
    Income tax expense                                                                       3,687                                          3,821    12,676    11,167
                                                                                             -----                                          -----    ------    ------

    NET INCOME                                                                              $7,463                                         $6,988   $23,972   $21,554
                                                                                            ======                                         ======   =======   =======

    Net income per share:
      Basic                                                                                  $0.33                                          $0.30     $1.06     $0.92
                                                                                             =====                                          =====     =====     =====
      Diluted                                                                                $0.32                                          $0.29     $1.03     $0.88
                                                                                             =====                                          =====     =====     =====

    Weighted average shares outstanding:
      Basic                                                                                 22,802                                         23,509    22,639    23,525
      Diluted                                                                               23,459                                         24,094    23,249    24,436


    (1) Stock-based compensation included in above line items:
      Operations and support                                                                  $331                                           $376    $1,297    $1,665
      Sales and marketing                                                                    1,128                                            480     5,174     2,054
      Technology                                                                             1,101                                            384     3,285     1,703
      General and administrative                                                             1,999                                            680    10,890     5,307
                                                                                             -----                                            ---    ------     -----
                                                                                            $4,559                                         $1,920   $20,646   $10,729

    Other Operational Data:
      Installed restaurants (at period end):
        North America                                                                       19,801                                         17,150    19,801    17,150
        International                                                                        7,716                                          7,969     7,716     7,969
                                                                                             -----                                          -----     -----     -----
        Total                                                                               27,517                                         25,119    27,517    25,119

      Seated diners (in thousands):
        North America                                                                       29,861                                         24,649   113,053    89,533
        International                                                                        2,971                                          2,202     9,771     7,141
                                                                                             -----                                          -----     -----     -----
        Total                                                                               32,832                                         26,851   122,824    96,674

      Headcount (at period end):
        North America                                                                          423                                            398       423       398
        International                                                                          157                                            160       157       160
                                                                                               ---                                            ---       ---       ---
        Total                                                                                  580                                            558       580       558

    Additional Financial Data:
      Revenues:
        North America
    Reservation                                                                            $20,801                                        $17,061   $78,929   $62,751
    Subscription                                                                            12,696                                         11,667    49,371    44,784
    Other                                                                                    3,154                                          2,829    11,038    11,119
                                                                                             -----                                          -----    ------    ------
    Total North America Revenues                                                           $36,651                                        $31,557  $139,338  $118,654
        International
    Reservation                                                                             $3,678                                         $3,236   $12,099   $11,464
    Subscription                                                                             1,834                                          1,583     6,890     5,983
    Other                                                                                      804                                            789     3,305     3,417
    Total International Revenues                                                             6,316                                          5,608    22,294    20,864
                                                                                             -----                                          -----    ------    ------
        Total Revenues                                                                     $42,967                                        $37,165  $161,632  $139,518

      Income (loss) from operations:
        North America                                                                      $12,739                                        $13,150   $45,674   $44,007
        International                                                                       (1,622)                                        (2,371)   (9,125)  (11,384)
                                                                                            ------                                         ------    ------   -------
        Total                                                                              $11,117                                        $10,779   $36,549   $32,623

      Depreciation and amortization:
        North America                                                                       $2,072                                         $1,690    $7,532    $6,852
        International                                                                        1,003                                          1,487     5,216     5,153
                                                                                             -----                                          -----     -----     -----
        Total                                                                               $3,075                                         $3,177   $12,748   $12,005

      Stock-based compensation:
        North America                                                                       $4,046                                         $1,537   $18,493    $7,713
        International                                                                          513                                            383     2,153     3,016
                                                                                               ---                                            ---     -----     -----
        Total                                                                               $4,559                                         $1,920   $20,646   $10,729

                                                                        OPENTABLE, INC.
                                                      RECONCILIATION OF GAAP TO NON-GAAP OPERATING RESULTS


                                                              Three Months Ended                           Twelve Months Ended
                                                                 December 31,                                 December 31,
                                                                 ------------                                 ------------
                                                                                    2012                                         2011     2012      2011
                                                                                    ----                                         ----     ----      ----
                                                         (In thousands, except per share amounts)

    Non-GAAP consolidated net income per share:
    GAAP net income "as reported"                                                 $7,463                                       $6,988  $23,972   $21,554
    Add back: stock-based compensation expense                                     4,559                                        1,920   20,646    10,729
    Income tax effect of stock-based compensation                                 (1,729)                                        (675)  (8,027)   (3,996)
    Add back: acquisition-related expenses                                            95                                            -      199         -
    Income tax effect of acquisition-related expenses                                (35)                                           -      (75)        -
    Add back: amortization of acquired intangibles                                   600                                          972    3,638     3,958
    Income tax effect of amortization of intangibles                                (273)                                        (268)  (1,099)   (1,089)
                                                                                    ----                                         ----   ------    ------

    NON-GAAP CONSOLIDATED NET INCOME                                             $10,680                                       $8,937  $39,254   $31,156
                                                                                 =======                                       ======  =======   =======

    Non-GAAP diluted net income per share                                          $0.46                                        $0.37    $1.69     $1.28
                                                                                   =====                                        =====    =====     =====

    Weighted average diluted shares outstanding                                   23,459                                       24,094   23,249    24,436

    Non-GAAP consolidated operating income:
    GAAP income from operations "as reported"                                    $11,117                                      $10,779  $36,549   $32,623
    Add back: stock-based compensation expense                                     4,559                                        1,920   20,646    10,729
    Add back: acquisition-related expenses                                            95                                            -      199         -
    Add back: amortization of acquired intangibles                                   600                                          972    3,638     3,958
                                                                                     ---                                          ---    -----     -----

    NON-GAAP OPERATING INCOME                                                    $16,371                                      $13,671  $61,032   $47,310
                                                                                 =======                                      =======  =======   =======

    North America Adjusted EBITDA:
    GAAP operating income "as reported"                                          $12,739                                      $13,150  $45,674   $44,007

    Adjustments:
      Stock-based compensation expense                                             4,046                                        1,537   18,493     7,713
      Acquisition-related expense                                                     95                                            -      199         -
      Amortization of acquired intangibles                                           228                                           88      605       351
      Depreciation and other amortization expense                                  1,844                                        1,602    6,927     6,501
                                                                                   -----                                        -----    -----     -----

               North America Adjusted EBITDA                                     $18,952                                      $16,377  $71,898   $58,572

    International Adjusted EBITDA:
    GAAP operating loss "as reported"                                            $(1,622)                                     $(2,371) $(9,125) $(11,384)

    Adjustments:
      Stock-based compensation expense                                               513                                          383    2,153     3,016
      Amortization of acquired intangibles                                           372                                          884    3,033     3,607
      Depreciation and other amortization expense                                    631                                          603    2,183     1,546
                                                                                     ---                                          ---    -----     -----

               International Adjusted EBITDA                                       $(106)                                       $(501) $(1,756)  $(3,215)

                                                                           OPENTABLE, INC.
                                                     RECONCILIATION OF GAAP TO NON-GAAP FORWARD-LOOKING GUIDANCE


                                                                  Forward-Looking Guidance
                                                                  ------------------------
                                                               Three Months Ending                         Twelve Months Ending
                                                                 March 31, 2013                              December 31, 2013
                                                                 --------------                              -----------------
                                                                Range of Estimate                            Range of Estimate
                                                                      From                                          To                  From          To
                                                                      ----                                          ---                 ----          ---
                                                       (In thousands, except per share amounts)

    Consolidated net income per share:
    GAAP CONSOLIDATED NET INCOME                                                   $5,832                                       $6,937       $30,417      $34,701
    Add back: stock-based compensation expense                                      4,743                                        4,743        17,414       17,414
    Income tax effect of stock-based compensation                                  (1,660)                                      (1,660)       (6,443)      (6,443)
    Add back: amortization of acquired intangibles                                    600                                          600         2,027        2,027
    Income tax effect of amortization of intangibles                                 (210)                                        (210)         (750)        (750)
                                                                                     ----                                         ----          ----         ----

    NON-GAAP CONSOLIDATED NET INCOME                                               $9,305                                      $10,410       $42,665      $46,949
                                                                                   ======                                      =======       =======      =======

    GAAP diluted net income per share                                               $0.25                                        $0.29         $1.27        $1.45
                                                                                    =====                                        =====         =====        =====
    Non-GAAP diluted net income per share                                           $0.39                                        $0.44         $1.79        $1.96
                                                                                    =====                                        =====         =====        =====

    Weighted average diluted shares outstanding                                    23,700                                       23,700        23,900       23,900

    North America Adjusted EBITDA:
    GAAP operating income                                                         $12,532                                      $13,632       $55,225      $59,825

    Adjustments:
      Stock-based compensation expense                                              4,275                                        4,275        15,814       15,814
      Amortization of acquired intangibles                                            227                                          227           909          909
      Depreciation and other amortization expense                                   2,266                                        2,266        10,652       10,652
                                                                                    -----                                        -----        ------       ------

               North America Adjusted EBITDA                                      $19,300                                      $20,400       $82,600      $87,200

    International Adjusted EBITDA:
    GAAP operating loss                                                           $(3,592)                                     $(2,992)      $(7,071)     $(4,871)

    Adjustments:
      Stock-based compensation expense                                                468                                          468         1,600        1,600
      Amortization of acquired intangibles                                            373                                          373         1,118        1,118
      Depreciation and other amortization expense                                     351                                          351         1,453        1,453
                                                                                      ---                                          ---         -----        -----

               International Adjusted EBITDA                                      $(2,400)                                     $(1,800)      $(2,900)       $(700)

    Consolidated Adjusted EBITDA:
    GAAP operating income                                                          $8,940                                      $10,640       $48,154      $54,954

    Adjustments:
      Stock-based compensation expense                                              4,743                                        4,743        17,414       17,414
      Amortization of acquired intangibles                                            600                                          600         2,027        2,027
      Depreciation and other amortization expense                                   2,617                                        2,617        12,105       12,105
                                                                                    -----                                        -----        ------       ------

               Consolidated Adjusted EBITDA                                       $16,900                                      $18,600       $79,700      $86,500

SOURCE OpenTable, Inc.