Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - OPENTABLE INC | a10-23520_1ex99d1.htm |
| EX-23.1 - EX-23.1 - OPENTABLE INC | a10-23520_1ex23d1.htm |
| 8-K/A - 8-K/A - OPENTABLE INC | a10-23520_18ka.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On October 1, 2010 (the “Closing Date”), OpenTable, Inc. (“OpenTable” or the “Company”), completed the acquisition of all the issued and outstanding share capital of Toptable Holdings Limited (“toptable”) for approximately $55 million in cash.
The following unaudited pro forma condensed combined financial statements have been derived by the application of pro forma adjustments to our historical consolidated financial statements. At the time of the acquisition, OpenTable and toptable had different fiscal year ends. The unaudited pro forma condensed combined balance sheet as of June 30, 2010 is presented as if the acquisition had occurred on June 30, 2010. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2009 and the six months ended June 30, 2010 for OpenTable and toptable are presented as if the acquisition had occurred on January 1, 2009. The historical unaudited financial information for toptable has been adjusted to reflect certain reclassifications to conform to the Company’s financial statement presentation. The unaudited pro forma condensed consolidated financial statements do not purport to represent what our results of operations or financial position would have been if the transaction had occurred on the dates indicated and are not intended to project our results of operations or financial position for any future period or date.
The acquisition has been accounted for using the purchase method of accounting. Under the purchase method of accounting, the total purchase price presented in the accompanying unaudited pro forma condensed combined financial statements was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the net of the amount assigned to tangible and identifiable intangible assets acquired and liabilities assumed is considered goodwill.
All historical toptable financial data included in the pro forma condensed combined financial statements is presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). For purposes of the following unaudited pro forma condensed combined financial statements, the toptable consolidated balance sheet as of June 30, 2010 has been converted at an exchange rate of $1.50710/£1, the toptable consolidated statement of income for the twelve months ended December 31, 2009 has been converted at an average exchange rate of $1.56593/£1 and the toptable income statement for the six months ended June 30, 2010 has been converted at an average exchange rate of $1.52648 /£1.
The unaudited pro forma adjustments are based on estimates, available information and certain assumptions that we believe are reasonable. The pro forma adjustments and primary assumptions are described in the accompanying notes. The unaudited pro forma condensed combined financial statements and the related notes should be read in conjunction with the historical consolidated financial statements and the related notes of toptable included in Exhibit 99.1 of this Current Report on Form 8-K/A and the historical financial statements and accompanying notes of OpenTable included in our Forms 10-K and 10-Q for the year ended December 31, 2009 and the six months ended June 30, 2010, respectively.
Certain amounts in the historical combined financial statements of OpenTable and toptable have been reclassified to conform to the combined company’s classification and reporting.
OPENTABLE, INC
Unaudited Pro Forma Condensed Combined Balance Sheet
|
|
|
OpenTable |
|
toptable |
|
|
|
|
|
|
|
|
| |||||
|
|
|
June 30, |
|
June 30, |
|
Pro Forma |
|
|
|
|
| |||||||
|
|
|
2010 |
|
2010 |
|
Adjustments |
|
Notes |
|
Pro forma |
| |||||||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Cash and cash equivalents |
|
$ |
29,419,000 |
|
$ |
— |
|
$ |
(25,357,000 |
) |
$ |
— |
|
(a) |
|
$ |
4,062,000 |
|
|
Short-term investments |
|
51,691,000 |
|
— |
|
(30,000,000 |
) |
— |
|
(a) |
|
21,691,000 |
| |||||
|
Accounts receivable, net |
|
8,768,000 |
|
2,275,000 |
|
— |
|
— |
|
|
|
11,043,000 |
| |||||
|
Prepaid expenses and other current assets |
|
1,527,000 |
|
211,000 |
|
— |
|
— |
|
|
|
1,738,000 |
| |||||
|
Deferred tax asset |
|
6,024,000 |
|
153,000 |
|
— |
|
— |
|
|
|
6,177,000 |
| |||||
|
Restricted cash |
|
163,000 |
|
— |
|
— |
|
— |
|
|
|
163,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total current assets |
|
97,592,000 |
|
2,639,000 |
|
(55,357,000 |
) |
— |
|
|
|
44,874,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Property and equipment, net |
|
13,139,000 |
|
1,574,000 |
|
(1,158,000 |
) |
1,110,000 |
|
(b) |
|
14,665,000 |
| |||||
|
Goodwill |
|
1,805,000 |
|
16,996,000 |
|
(16,996,000 |
) |
39,491,000 |
|
(c) |
|
41,296,000 |
| |||||
|
Intangible assets, net |
|
845,000 |
|
— |
|
— |
|
18,523,000 |
|
(d) |
|
19,368,000 |
| |||||
|
Deferred tax asset |
|
992,000 |
|
— |
|
— |
|
1,223,000 |
|
(e) |
|
2,215,000 |
| |||||
|
Other assets |
|
432,000 |
|
— |
|
— |
|
— |
|
|
|
432,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
TOTAL ASSETS |
|
$ |
114,805,000 |
|
$ |
21,209,000 |
|
$ |
(73,511,000 |
) |
$ |
60,347,000 |
|
|
|
$ |
122,850,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Accounts payable |
|
$ |
1,084,000 |
|
$ |
629,000 |
|
$ |
— |
|
$ |
— |
|
|
|
$ |
1,713,000 |
|
|
Accrued expenses |
|
4,136,000 |
|
1,253,000 |
|
— |
|
— |
|
|
|
5,389,000 |
| |||||
|
Accrued compensation |
|
3,374,000 |
|
172,000 |
|
— |
|
— |
|
|
|
3,546,000 |
| |||||
|
Deferred revenue |
|
1,842,000 |
|
— |
|
— |
|
— |
|
|
|
1,842,000 |
| |||||
|
Dining rewards payable |
|
13,474,000 |
|
228,000 |
|
— |
|
— |
|
|
|
13,702,000 |
| |||||
|
Short-term debt |
|
— |
|
3,358,000 |
|
(3,358,000 |
) |
— |
|
(f) |
|
— |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total current liabilities |
|
23,910,000 |
|
5,640,000 |
|
(3,358,000 |
) |
— |
|
|
|
26,192,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Deferred revenue- non-current |
|
3,157,000 |
|
— |
|
|
|
|
|
|
|
3,157,000 |
| |||||
|
Other long-term liabilities |
|
749,000 |
|
— |
|
— |
|
5,763,000 |
|
(e) |
|
6,512,000 |
| |||||
|
Long-term debt |
|
— |
|
1,206,000 |
|
(1,206,000 |
) |
— |
|
(f) |
|
— |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total liabilities |
|
27,816,000 |
|
6,846,000 |
|
(4,564,000 |
) |
5,763,000 |
|
|
|
35,861,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Common stock |
|
2,000 |
|
12,437,000 |
|
(12,437,000 |
) |
— |
|
(g) |
|
2,000 |
| |||||
|
Additional paid-in capital |
|
136,045,000 |
|
— |
|
— |
|
— |
|
|
|
136,045,000 |
| |||||
|
Treasury stock |
|
(647,000 |
) |
— |
|
— |
|
— |
|
|
|
(647,000 |
) | |||||
|
Accumulated other comprehensive income |
|
(243,000 |
) |
— |
|
— |
|
— |
|
|
|
(243,000 |
) | |||||
|
Accumulated income (deficit) |
|
(48,168,000 |
) |
1,926,000 |
|
(1,926,000 |
) |
— |
|
(g) |
|
(48,168,000 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total stockholders' equity |
|
86,989,000 |
|
14,363,000 |
|
(14,363,000 |
) |
— |
|
|
|
86,989,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
|
$ |
114,805,000 |
|
$ |
21,209,000 |
|
$ |
(18,927,000 |
) |
$ |
5,763,000 |
|
|
|
$ |
122,850,000 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
OPENTABLE, INC
Unaudited Pro forma Condensed Combined Statement of Income
For the Twelve Months Ended December 31, 2009
|
|
|
OpenTable |
|
toptable |
|
|
|
|
|
|
|
|
| |||||
|
|
|
December 31, |
|
December 31, |
|
Pro forma |
|
|
|
|
| |||||||
|
|
|
2009 |
|
2009 |
|
Adjustments |
|
Notes |
|
Pro forma |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
Revenues |
|
$ |
68,596,000 |
|
$ |
10,447,000 |
|
$ |
— |
|
$ |
— |
|
|
|
$ |
79,043,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
COST OF EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Operations and support |
|
20,736,000 |
|
2,001,000 |
|
(365,000 |
) |
3,521,000 |
|
(h) |
|
25,893,000 |
| |||||
|
Sales and marketing |
|
15,525,000 |
|
4,073,000 |
|
— |
|
— |
|
|
|
19,598,000 |
| |||||
|
Technology |
|
10,043,000 |
|
883,000 |
|
— |
|
— |
|
|
|
10,926,000 |
| |||||
|
General and administrative |
|
13,608,000 |
|
2,273,000 |
|
— |
|
— |
|
|
|
15,881,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total cost and expenses |
|
59,912,000 |
|
9,230,000 |
|
(365,000 |
) |
3,521,000 |
|
|
|
72,298,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Income (loss) from operations |
|
8,684,000 |
|
1,217,000 |
|
365,000 |
|
(3,521,000 |
) |
|
|
6,745,000 |
| |||||
|
Other income (expense), net |
|
346,000 |
|
(356,000 |
) |
356,000 |
|
(275,000 |
) |
(i), (j) |
|
71,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Income (loss) before taxes |
|
9,030,000 |
|
861,000 |
|
721,000 |
|
(3,796,000 |
) |
|
|
6,816,000 |
| |||||
|
Income tax expense (benefit) |
|
3,963,000 |
|
260,000 |
|
— |
|
(10,000 |
) |
(k) |
|
4,213,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
NET INCOME (LOSS) |
|
$ |
5,067,000 |
|
$ |
601,000 |
|
$ |
721,000 |
|
$ |
(3,786,000 |
) |
|
|
$ |
2,603,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
0.28 |
|
|
|
|
|
|
|
|
|
$ |
0.15 |
| |||
|
Diluted |
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
$ |
0.11 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
17,352,000 |
|
|
|
|
|
|
|
|
|
17,352,000 |
| |||||
|
Diluted |
|
22,467,000 |
|
|
|
|
|
|
|
|
|
22,467,000 |
| |||||
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
OPENTABLE, INC
Unaudited Pro forma Condensed Combined Statement of Income
For the Six Months Ended June 30, 2010
|
|
|
OpenTable |
|
toptable |
|
|
|
|
|
|
|
|
| |||||
|
|
|
June 30, |
|
June 30, |
|
Pro forma |
|
|
|
|
| |||||||
|
|
|
2010 |
|
2010 |
|
Adjustments |
|
Notes |
|
Pro forma |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Revenues |
|
$ |
43,704,000 |
|
$ |
5,250,000 |
|
$ |
— |
|
$ |
— |
|
|
|
$ |
48,954,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
COST OF EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Operations and support |
|
12,326,000 |
|
1,018,000 |
|
(371,000 |
) |
1,716,000 |
|
(h) |
|
14,689,000 |
| |||||
|
Sales and marketing |
|
9,786,000 |
|
2,208,000 |
|
— |
|
— |
|
|
|
11,994,000 |
| |||||
|
Technology |
|
5,740,000 |
|
664,000 |
|
— |
|
— |
|
|
|
6,404,000 |
| |||||
|
General and administrative |
|
7,902,000 |
|
928,000 |
|
— |
|
— |
|
|
|
8,830,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total cost and expenses |
|
35,754,000 |
|
4,818,000 |
|
(371,000 |
) |
1,716,000 |
|
|
|
41,917,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Income (loss) from operations |
|
7,950,000 |
|
432,000 |
|
371,000 |
|
(1,716,000 |
) |
|
|
7,037,000 |
| |||||
|
Other income (expense), net |
|
142,000 |
|
(160,000 |
) |
160,000 |
|
(79,000 |
) |
(i), (j) |
|
63,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Income (loss) before taxes |
|
8,092,000 |
|
272,000 |
|
531,000 |
|
(1,795,000 |
) |
|
|
7,100,000 |
| |||||
|
Income tax expense (benefit) |
|
2,984,000 |
|
82,000 |
|
— |
|
(13,000 |
) |
(k) |
|
3,053,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
NET INCOME (LOSS) |
|
$ |
5,108,000 |
|
$ |
190,000 |
|
$ |
531,000 |
|
$ |
(1,782,000 |
) |
|
|
$ |
4,047,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
$ |
0.18 |
| |||
|
Diluted |
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
$ |
0.17 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
22,352,000 |
|
|
|
|
|
|
|
|
|
22,352,000 |
| |||||
|
Diluted |
|
23,648,000 |
|
|
|
|
|
|
|
|
|
23,648,000 |
| |||||
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
Adjustments to the unaudited pro forma consolidated balance sheet as of June 30, 2010 and statements of income for the year ended December 31, 2009 and six months ended June 30, 2010 for OpenTable and toptable, respectively, are presented below:
(a) Adjustment to reflect the cash payment of $55.4 million to the former toptable shareholders as part of the acquisition.
(b) Adjustment to eliminate historical toptable technology related assets and record preliminary fair market value estimates.
(c) Adjustments to eliminate historical toptable goodwill and record preliminary goodwill created as a result of the acquisition.
(d) Adjustments to record preliminary estimates of diner base, restaurant list and trade name intangible assets of approximately $18.5 million resulting from the acquisition.
(e) Adjustments to record the deferred tax assets and liabilities for the tax effects of differences between the assigned values for book and the tax bases of the assets acquired and liabilities assumed from the acquisition.
(f) Adjustment to reflect the pay down of toptable’s outstanding debt in connection with the acquisition.
(g) Adjustment to eliminate toptable’s historical stockholders equity and reflect OpenTable capitalization of toptable.
(h) Adjustment to eliminate the historical toptable technology and related amortization expense and record intangibles and related amortization expenses of technology, diner base and restaurant list. The net impact on amortization of the intangible assets is to increase amortization by $3.2 million and $1.3 million for the twelve months ended December 31, 2009 and six months ended June 30, 2010, respectively.
(i) Adjustment to reflect the pay down of the interest relating to toptable’s outstanding debt in connection with the acquisition of $0.4 million and $0.2 million for the twelve months ended December 31, 2009 and six months ended June 30, 2010, respectively.
(j) Adjustment to eliminate the interest income earned on the $55.4 million paid to the former toptable shareholders as part of the acquisition for the twelve months ended December 31, 2009 and six months ended June 30, 2010.
(k) Adjustment to reflect the effect on the tax provision for the consolidation of OpenTable and toptable for the twelve months ended December 31, 2009 and six months ended June 30, 2010.