SAN FRANCISCO, Feb. 6, 2014 /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, 2013.

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

OpenTable reported consolidated net revenues for Q4 2013 of $52.3 million, a 22% increase over Q4 2012. Consolidated net income for Q4 2013 was $10.3 million, or $0.43 per diluted share. Non-GAAP consolidated net income for Q4 2013, which excludes tax-affected stock-based compensation expense, tax-affected acquisition-related expenses and tax-affected amortization of acquired intangibles, was $14.3 million, or $0.59 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.

Q4 2013 North America Results


    --  Installed restaurant base as of December 31, 2013, totaled 23,824, a 20%
        increase over December 31, 2012.
    --  Seated diners totaled 39.8 million, a 33% increase over Q4 2012.
    --  Revenues totaled $44.7 million, a 22% increase over Q4 2012.
    --  Non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation,
        amortization, stock-based compensation and acquisition-related expenses)
        totaled $22.6 million, or 51% of North America revenues, a 19% increase
        over Q4 2012.

Q4 2013 International Results


    --  Installed restaurant base as of December 31, 2013, totaled 7,729,
        compared to 7,716 as of December 31, 2012.
    --  Seated diners totaled 4.2 million, a 43% increase over Q4 2012.
    --  Revenues totaled $7.6 million, a 21% increase over Q4 2012.
    --  Non-GAAP adjusted EBITDA totaled a loss of $0.1 million compared to a
        loss of $0.1 million in Q4 2012.

"We're pleased with the accelerated diner growth we delivered in North America and with the strong momentum we saw in our International business in 2013," said Matt Roberts, Chief Executive Officer of OpenTable. "As we look to the year ahead, we believe the convenience and benefits that our diners and restaurant customers enjoy today are just the beginning of the value we can deliver as a company focused more broadly on the experience of dining out."

Q4 2013 Consolidated Financial and Operating Summary


    --  Installed restaurant base as of December 31, 2013, totaled 31,553.
    --  Seated diners totaled 44.0 million, a 34% increase over Q4 2012.
    --  Total revenues were $52.3 million in Q4 2013, a 22% increase over Q4
        2012 revenues of $43.0 million.
        --  Reservation revenues were $32.5 million in Q4 2013, up 33% over Q4
            2012 revenues of $24.5 million.  Reservation revenues primarily
            increased as a result of the increase in seated diners.
        --  Subscription revenues were $16.3 million in Q4 2013, up 12% over Q4
            2012 revenues of $14.5 million.  Subscription revenues primarily
            increased as a result of the increase in installed restaurants using
            our Electronic Reservation Book solution.
        --  Other revenues were $3.5 million in Q4 2013, down 12% over Q4 2012
            revenues of $4.0 million.  The decrease is primarily due to the
            change in the pricing of our promotional products from a flat rate
            to a pay-for-performance model, which is now classified as
            reservation revenues.
    --  Total costs and expenses were $39.1 million in Q4 2013, up 23% over Q4
        2012 costs and expenses of $31.9 million.  The increase was primarily
        driven by an increase in online marketing expenses and amortization of
        intangibles from various acquisitions, combined with an 8% increase in
        headcount.
    --  Total operating income was $13.2 million in Q4 2013 compared to $11.1
        million in Q4 2012.  Non-GAAP consolidated operating income, excluding
        stock-based compensation expense, acquisition-related expenses and
        amortization of acquired intangibles was $19.0 million in Q4 2013
        compared to $16.4 million in Q4 2012.
    --  The Q4 2013 GAAP income tax expense was $2.9 million, or a 22% tax rate.
        In Q4 2013, the Company benefitted from certain non-recurring changes in
        estimates in its tax provision which resulted in a $1.7 million, or
        $0.07 per diluted share, reduction in Q4 2013 income tax expense.
    --  Consolidated net income was $10.3 million, or $0.43 per diluted share,
        in Q4 2013 compared to $7.5 million, or $0.32 per diluted share, in Q4
        2012.  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
        $14.3 million, or $0.59 per diluted share, in Q4 2013 compared to $10.7
        million, or $0.46 per diluted share, in Q4 2012.
    --  As of December 31, 2013, OpenTable had cash and cash equivalents and
        short-term investments of $114.5 million.

2013 Consolidated Financial and Operating Summary


    --  Total revenues were $190.1 million in 2013, up 18% over 2012 revenues of
        $161.6 million.
    --  Operating income totaled $46.4 million in 2013, or 24% of consolidated
        revenues, a   27% increase over 2012.  Non-GAAP consolidated operating
        income, excluding stock-based compensation expense, acquisition-related
        expenses and amortization of acquired intangibles, was $69.1 million in
        2013, or 36% of consolidated revenues, a 13% increase over 2012.
    --  Non-GAAP adjusted EBITDA totaled $81.5 million in 2013, or 43% of
        consolidated revenues, a 16% increase over 2012.

"With Q4 2013 North America seated diner growth rates accelerating for the fourth sequential quarter, it's gratifying to see early returns on the investments we made in 2013," said Duncan Robertson, Chief Financial Officer of OpenTable. "We believe our continued investments position the Company well for growth in 2014 and beyond."

Business Outlook

As of today, OpenTable is providing guidance for Q1 2014 and the full year 2014 on revenue, non-GAAP adjusted EBITDA and other consolidated metrics.

Q1 2014 Guidance:


    --  In the North America segment the Company estimates revenue to be in the
        range of $45.8 million to $47.0 million and non-GAAP adjusted EBITDA to
        be in the range of $20.5 million to $21.7 million.
    --  In the International segment the Company estimates revenue to be in the
        range of $7.5 million to $7.9 million and non-GAAP adjusted EBITDA loss
        to be in the range of $1.5 million to $1.8 million.
    --  On a consolidated basis the Company estimates revenue to be in the range
        of $53.3 million to $54.9 million, non-GAAP adjusted EBITDA to be in the
        range of $18.7 million to $20.2 million, GAAP EPS to be in the range of
        $0.24 to $0.28 and non-GAAP EPS to be in the range of $0.39 to $0.43.

Full Year 2014 Guidance:


    --  In the North America segment the Company estimates revenue to be in the
        range of $189.0 million to $195.0 million and non-GAAP adjusted EBITDA
        to be in the range of $88.0 million to $93.8 million.
    --  In the International segment the Company estimates revenue to be in the
        range of $32.0 million to $34.0 million and non-GAAP adjusted EBITDA
        loss to be in the range of $3.4 million to $5.3 million.
    --  On a consolidated basis the Company estimates revenue to be in the range
        of $221.0 million to $229.0 million, non-GAAP adjusted EBITDA to be in
        the range of $82.7 million to $90.4 million, GAAP EPS to be in the range
        of $1.09 and $1.29 and non-GAAP EPS to be in the range of $1.71 to
        $1.92.

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, 2014, 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.

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.

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 2014 and the full year 2014 and quotations from management in this press release. 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 Company's ability to accurately forecast revenues and expenses; worldwide economic conditions; 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 effects of increased competition; the Company's ability to successfully enter new markets and manage its international expansion; the impact of the fluctuations in currency exchange rates; 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 over 14 million diners per month via online bookings across more than 31,000 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 575 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. More information is available on http://www.opentable.com.

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,
                                                 ------------             ------------

                                                              2013                     2012
                                                              ----                     ----

                                                (In thousands)

    ASSETS


    CURRENT ASSETS:

      Cash and cash
       equivalents                                        $100,283                 $102,772

      Short-term
       investments                                          14,263                      733

      Accounts
       receivable, net                                      25,359                   22,015

      Prepaid expenses
       and other current
       assets                                                4,659                    2,924

      Deferred tax asset                                    17,861                   14,353
                                                            ------                   ------


               Total current
                assets                                     162,425                  142,797


    Property, equipment
     and software, net                                      30,972                   21,271

    Goodwill                                                79,271                   46,304

    Intangibles, net                                        23,376                   15,226

    Deferred tax asset                                      14,092                   10,628

    Other assets                                               835                    1,021
                                                               ---                    -----


    TOTAL ASSETS                                          $310,971                 $237,247
                                                          ========                 ========


    LIABILITIES AND
     STOCKHOLDERS'
     EQUITY


    CURRENT
     LIABILITIES:

      Accounts payable
       and accrued
       expenses                                            $13,832                  $13,847

      Accrued
       compensation                                          4,692                    5,167

      Deferred revenue                                       1,556                    1,563

      Deferred tax
       liability                                                 -                      107

      Dining rewards
       payable                                              37,509                   27,611
                                                            ------                   ------

               Total current
                liabilities                                 57,589                   48,295


      Deferred revenue -
       non-current                                           1,894                    2,054

      Deferred tax
       liability                                             2,508                    3,268

      Income tax
       liability                                            15,597                   15,639

      Other long-term
       liabilities                                           3,121                       76
                                                             -----                      ---


               Total liabilities                            80,709                   69,332
                                                            ------                   ------



    STOCKHOLDERS'
     EQUITY:

      Common stock                                               3                        2

      Additional paid-in
       capital                                             263,697                  211,408

      Treasury stock                                       (74,247)                 (50,685)

      Accumulated other
       comprehensive
       income                                                1,095                      861

      Retained earnings                                     39,714                    6,329
                                                            ------                    -----


               Total stockholders'
                equity                                     230,262                  167,915
                                                           -------                  -------


    TOTAL LIABILITIES
     AND STOCKHOLDERS'
     EQUITY                                               $310,971                 $237,247
                                                          ========                 ========


                                                                                OPENTABLE, INC.

                                                               UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS


                                                        Three Months Ended                           Twelve Months Ended

                                                           December 31,                                 December 31,
                                                           ------------                                 ------------

                                                                                 2013                                       2012      2013      2012
                                                                                 ----                                       ----      ----      ----

                                             (In thousands, except per share amounts)


    REVENUES                                                                  $52,291                                    $42,967  $190,050  $161,632


    COSTS AND EXPENSES:

      Operations and support (1)                                               12,535                                     10,506    48,185    41,908

      Sales and marketing (1)                                                  12,399                                      8,972    41,926    34,531

      Technology (1)                                                            5,784                                      3,965    20,089    14,564

      General and administrative (1)                                            8,346                                      8,407    33,421    34,080
                                                                                -----                                      -----    ------    ------


               Total costs and expenses                                        39,064                                     31,850   143,621   125,083
                                                                               ------                                     ------   -------   -------


    Income from operations                                                     13,227                                     11,117    46,429    36,549

    Other income, net                                                               9                                         33       (10)       99
                                                                                  ---                                        ---       ---       ---


    Income before taxes                                                        13,236                                     11,150    46,419    36,648

    Income tax expense                                                          2,922                                      3,687    13,034    12,676
                                                                                -----                                      -----    ------    ------


    NET INCOME                                                                $10,314                                     $7,463   $33,385   $23,972
                                                                              =======                                     ======   =======   =======


    Net income per share:

      Basic                                                                     $0.44                                      $0.33     $1.45     $1.06
                                                                                =====                                      =====     =====     =====

      Diluted                                                                   $0.43                                      $0.32     $1.39     $1.03
                                                                                =====                                      =====     =====     =====


    Weighted average shares outstanding:

      Basic                                                                    23,309                                     22,802    23,042    22,639

      Diluted                                                                  24,254                                     23,459    23,974    23,249



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

      Operations and support                                                     $280                                       $331      $787    $1,297

      Sales and marketing                                                         972                                      1,128     3,675     5,174

      Technology                                                                1,323                                      1,101     5,088     3,285

      General and administrative                                                1,671                                      1,999     7,237    10,890
                                                                                -----                                      -----     -----    ------

                                                                               $4,246                                     $4,559   $16,787   $20,646


    Other Operational Data:

      Installed restaurants (at period end):

        North America                                                          23,824                                     19,801    23,824    19,801

        International                                                           7,729                                      7,716     7,729     7,716
                                                                                -----                                      -----     -----     -----

        Total                                                                  31,553                                     27,517    31,553    27,517


      Seated diners (in thousands):

        North America                                                          39,770                                     29,861   144,143   113,053

        International                                                           4,241                                      2,971    13,964     9,771
                                                                                -----                                      -----    ------     -----

        Total                                                                  44,011                                     32,832   158,107   122,824


      Headcount (at period end):

        North America                                                             461                                        423       461       423

        International                                                             164                                        157       164       157
                                                                                  ---                                        ---       ---       ---

        Total                                                                     625                                        580       625       580


    Additional Financial Data:

      Revenues:

        North America

         Reservation                                                          $27,076                                    $20,801   $98,088   $78,929

         Subscription                                                          14,279                                     12,696    54,377    49,371

         Other                                                                  3,324                                      3,154    11,996    11,038
                                                                                -----                                      -----    ------    ------

         Total North America Revenues                                         $44,679                                    $36,651  $164,461  $139,338

        International

         Reservation                                                           $5,417                                     $3,678   $16,995   $12,099

         Subscription                                                           2,021                                      1,834     7,468     6,890

         Other                                                                    174                                        804     1,126     3,305

         Total International Revenues                                           7,612                                      6,316    25,589    22,294
                                                                                -----                                      -----    ------    ------

        Total Revenues                                                        $52,291                                    $42,967  $190,050  $161,632


      Income (loss) from operations:

        North America                                                         $14,421                                    $12,739   $54,260   $45,674

        International                                                          (1,194)                                    (1,622)   (7,831)   (9,125)
                                                                               ------                                     ------    ------    ------

        Total                                                                 $13,227                                    $11,117   $46,429   $36,549


      Depreciation and amortization:

        North America                                                          $4,066                                     $2,072   $13,485    $7,532

        International                                                             713                                      1,003     3,723     5,216
                                                                                  ---                                      -----     -----     -----

        Total                                                                  $4,779                                     $3,075   $17,208   $12,748


      Stock-based compensation:

        North America                                                          $3,859                                     $4,046   $15,266   $18,493

        International                                                             387                                        513     1,521     2,153
                                                                                  ---                                        ---     -----     -----

        Total                                                                  $4,246                                     $4,559   $16,787   $20,646


                                                                         OPENTABLE, INC.

                                                      RECONCILIATION OF GAAP TO NON-GAAP OPERATING RESULTS



                                                                         Three Months Ended               Twelve Months Ended

                                                                            December 31,                      December 31,
                                                                            ------------                      ------------

                                                                                            2013                              2012     2013     2012
                                                                                            ----                              ----     ----     ----

                                                                   (In thousands, except per share amounts)


    Non-GAAP consolidated net income per share:

    GAAP net income "as reported"                                                        $10,314                            $7,463  $33,385  $23,972

    Add back: stock-based compensation expense                                             4,246                             4,559   16,787   20,646

    Income tax effect of stock-based compensation                                         (1,312)                           (1,729)  (5,268)  (8,027)

    Add back: acquisition-related expenses                                                   286                                95    1,037      199

    Income tax effect of acquisition-related expenses                                       (109)                              (35)    (391)     (75)

    Add back: amortization of acquired intangibles                                         1,243                               600    4,847    3,638

    Income tax effect of amortization of intangibles                                        (413)                             (273)  (1,444)  (1,099)
                                                                                            ----                              ----   ------   ------


    NON-GAAP CONSOLIDATED NET INCOME                                                     $14,255                           $10,680  $48,953  $39,254
                                                                                         =======                           =======  =======  =======


    Non-GAAP diluted net income per share                                                  $0.59                             $0.46    $2.04    $1.69
                                                                                           =====                             =====    =====    =====


    Weighted average diluted shares outstanding                                           24,254                            23,459   23,974   23,249


    Non-GAAP consolidated operating income:

    GAAP income from operations "as reported"                                            $13,227                           $11,117  $46,429  $36,549

    Add back: stock-based compensation expense                                             4,246                             4,559   16,787   20,646

    Add back: acquisition-related expenses                                                   286                                95    1,037      199

    Add back: amortization of acquired intangibles                                         1,243                               600    4,847    3,638
                                                                                           -----                               ---    -----    -----


    NON-GAAP OPERATING INCOME                                                            $19,002                           $16,371  $69,100  $61,032
                                                                                         =======                           =======  =======  =======


    North America Adjusted EBITDA:

    GAAP operating income "as reported"                                                  $14,421                           $12,739  $54,260  $45,674


    Adjustments:

      Stock-based compensation expense                                                     3,859                             4,046   15,266   18,493

      Acquisition-related expense                                                            286                                95    1,037      199

      Amortization of acquired intangibles                                                 1,243                               228    3,772      605

      Depreciation and other amortization expense                                          2,823                             1,844    9,713    6,927
                                                                                           -----                             -----    -----    -----


               North America Adjusted EBITDA                                             $22,632                           $18,952  $84,048  $71,898


    International Adjusted EBITDA:

    GAAP operating loss "as reported"                                                    $(1,194)                          $(1,622) $(7,831) $(9,125)


    Adjustments:

      Stock-based compensation expense                                                       387                               513    1,521    2,153

      Amortization of acquired intangibles                                                     -                               372    1,075    3,033

      Depreciation and other amortization expense                                            713                               631    2,648    2,183
                                                                                             ---                               ---    -----    -----


               International Adjusted EBITDA                                                $(94)                            $(106) $(2,587) $(1,756)


    Consolidated Adjusted EBITDA:

    GAAP operating income "as reported"                                                  $13,227                           $11,117  $46,429  $36,549


    Adjustments:

      Stock-based compensation expense                                                     4,246                             4,559   16,787   20,646

      Acquisition-related expense                                                            286                                95    1,037      199

      Amortization of acquired intangibles                                                 1,243                               600    4,847    3,638

      Depreciation and other amortization expense                                          3,536                             2,475   12,361    9,110
                                                                                           -----                             -----   ------    -----


               Consolidated Adjusted EBITDA                                              $22,538                           $18,846  $81,461  $70,142



                                                                           OPENTABLE, INC.

                                                     RECONCILIATION OF GAAP TO NON-GAAP FORWARD-LOOKING GUIDANCE



                                                                        Forward-Looking Guidance
                                                                        ------------------------

                                                                         Three Months Ending               Twelve Months Ending

                                                                           March 31, 2014                   December 31, 2014
                                                                           --------------                   -----------------

                                                                          Range of Estimate                 Range of Estimate

                                                                                From                                To               From          To
                                                                                ----                               ---               ----          ---

                                                                   (In thousands, except per share amounts)


    Non-GAAP consolidated net income per share:

    GAAP net income                                                                        $5,940                            $6,900       $26,607      $31,535

    Add back: stock-based compensation expense                                              4,280                             4,280        18,672       18,672

    Income tax effect of stock-based compensation                                          (1,603)                           (1,603)       (6,993)      (6,993)

    Add back: amortization of acquired intangibles                                          1,363                             1,363         6,071        6,071

    Income tax effect of amortization of intangibles                                         (529)                             (529)       (2,356)      (2,356)
                                                                                             ----                              ----        ------       ------


    NON-GAAP CONSOLIDATED NET INCOME                                                       $9,451                           $10,411       $42,001      $46,929
                                                                                           ======                           =======       =======      =======


    GAAP diluted net income per share                                                       $0.24                             $0.28         $1.09        $1.29
                                                                                            =====                             =====         =====        =====

    Non-GAAP diluted net income per share                                                   $0.39                             $0.43         $1.71        $1.92
                                                                                            =====                             =====         =====        =====


    Weighted average diluted shares outstanding                                            24,400                            24,400        24,500       24,500


    North America Adjusted EBITDA:

    GAAP operating income                                                                 $12,160                           $13,360       $50,837      $56,637


    Adjustments:

      Stock-based compensation expense                                                      3,937                             3,937        17,106       17,106

      Amortization of acquired intangibles                                                  1,363                             1,363         6,071        6,071

      Depreciation and other amortization expense                                           3,040                             3,040        13,986       13,986
                                                                                            -----                             -----        ------       ------


               North America Adjusted EBITDA                                              $20,500                           $21,700       $88,000      $93,800


    International Adjusted EBITDA:

    GAAP operating loss                                                                   $(2,900)                          $(2,600)      $(9,349)     $(7,449)


    Adjustments:

      Stock-based compensation expense                                                        343                               343         1,566        1,566

      Amortization of acquired intangibles                                                      -                                 -             -            -

      Depreciation and other amortization expense                                             757                               757         2,483        2,483
                                                                                              ---                               ---         -----        -----


               International Adjusted EBITDA                                              $(1,800)                          $(1,500)      $(5,300)     $(3,400)


    Consolidated Adjusted EBITDA:

    GAAP operating income                                                                  $9,260                           $10,760       $41,488      $49,188


    Adjustments:

      Stock-based compensation expense                                                      4,280                             4,280        18,672       18,672

      Amortization of acquired intangibles                                                  1,363                             1,363         6,071        6,071

      Depreciation and other amortization expense                                           3,797                             3,797        16,469       16,469
                                                                                            -----                             -----        ------       ------


               Consolidated Adjusted EBITDA                                               $18,700                           $20,200       $82,700      $90,400

SOURCE OpenTable, Inc.