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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kayak Software Corp. - Class A (MM) | NASDAQ:KYAK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 40.17 | 0 | 01:00:00 |
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x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
54-2139807
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Class A Common Stock, par value $0.001 per share
|
|
The NASDAQ Global Select Market
|
(Title of Class)
|
|
(Name of each exchange on which registered)
|
Large accelerated filer
¨
|
Accelerated Filer
¨
|
Non-accelerated filer (Do not check if a smaller reporting company)
x
|
Smaller reporting company
¨
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
•
|
For the year ended December 31, 2012, we generated
$292.7 million
of revenues, representing growth of
30.4%
over the year ended December 31, 2011.
|
•
|
For the year ended December 31, 2012, we generated income from operations of
$39.8 million
as compared to
$14.3 million
for the year ended December 31, 2011. After adjusting for a $15.0 million impairment charge related to KAYAK's decision to stop supporting the SideStep brand name in 2011, operating income for the year ended December 31, 2012 increased by
36.2%
over the same period in 2011;
|
•
|
For the year ended December 31, 2012, we had Adjusted EBITDA of
$65.8 million
representing growth of
31.2%
over the year ended December 31, 2011. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or Adjusted EBITDA, is a non-generally accepted accounting principle metric used by management to measure our operating performance. See “—Adjusted EBITDA Reconciliation” in Item 6. Selected Financial Data for an additional description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income from operations.
|
•
|
For the year ended December 31, 2012, we processed
1.2 billion
user queries for travel information, representing growth of
32.6%
over the year ended December 31, 2011.
|
•
|
KAYAK mobile applications have been downloaded over
24 million
times since their introduction in March 2009. For the year ended December 31, 2012, we had approximately
11 million
downloads, representing growth of
49.0%
over the year ended December 31, 2011.
|
•
|
marketing and promotional campaigns;
|
•
|
attracting and retaining key employees;
|
•
|
securing participation of travel suppliers and access to travel information, including proprietary or exclusive content;
|
•
|
website and systems development; and
|
•
|
enhancing the speed at which their services return user search results.
|
•
|
differences and unexpected changes in regulatory requirements and exposure to local economic conditions;
|
•
|
limits on our ability to enforce our intellectual property rights;
|
•
|
restrictions on the repatriation of non-U.S. investments and earnings back to the U.S., including withholding taxes imposed by certain foreign jurisdictions;
|
•
|
requirements to comply with a number of U.S. and international regulations, including the Foreign Corrupt Practices Act;
|
•
|
uncertainty over our ability to legally enforce our contractual rights; and
|
•
|
currency exchange rate fluctuations.
|
•
|
diversion of management time and focus from operating our business to acquisition integration challenges;
|
•
|
implementation or remediation of controls, procedures and policies at the acquired company;
|
•
|
coordination of product, engineering and sales and marketing functions;
|
•
|
retention of employees from the businesses we acquire;
|
•
|
liability for activities of the acquired company before the acquisition;
|
•
|
litigation or other claims in connection with the acquired company; and
|
•
|
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.
|
•
|
provide for dual class stock structure with our Class B Common stock having ten votes per share and our Class A Common stock having one vote per share;
|
•
|
authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that only the chairperson of our board of directors, chief executive officer or a majority of the board of directors may call a special meeting of stockholders;
|
•
|
provide that our board of directors is expressly authorized to make, alter or repeal our amended and restated by-laws;
|
•
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
|
•
|
establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
2012
|
|
High
|
|
Low
|
||||
Third Quarter
|
|
$
|
35.46
|
|
|
$
|
26.17
|
|
Fourth Quarter
|
|
40.70
|
|
|
29.62
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
2004 Stock Option Plan
(1)
|
|
579,914
|
|
|
$
|
1.03
|
|
|
—
|
|
Third Amended and Restated 2005 Equity Incentive Plan
(1)
|
|
9,639,922
|
|
|
13.84
|
|
|
—
|
|
|
2012 Equity Incentive Plan
(2)
|
|
470,593
|
|
|
30.35
|
|
|
616,279
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
10,690,429
|
|
|
$
|
13.88
|
|
|
616,279
|
|
(1)
|
Options outstanding as of the completion of our initial public offering were converted into options to acquire shares of Class B common stock.
|
(2)
|
Except under limited circumstances, any equity awards under our 2012 Equity Incentive Plan shall be awards with respect to Class A common stock.
|
Measurement Point December 31, 2012
|
|
KAYAK Software Corporation
|
|
NASDAQ Composite Index
|
|
S&P 500 Index
|
|
NASDAQ Internet Index
|
||||||||
7/20/2012
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
8/31/2012
|
|
82.25
|
|
|
104.84
|
|
|
103.22
|
|
|
104.25
|
|
||||
9/30/2012
|
|
106.48
|
|
|
106.53
|
|
|
105.72
|
|
|
103.69
|
|
||||
10/31/2012
|
|
99.85
|
|
|
101.78
|
|
|
103.63
|
|
|
103.69
|
|
||||
11/30/2012
|
|
122.66
|
|
|
102.90
|
|
|
103.93
|
|
|
104.96
|
|
||||
12/31/2012
|
|
119.71
|
|
|
103.22
|
|
|
101.69
|
|
|
108.30
|
|
|
Years ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In thousands, except share and per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
292,723
|
|
|
$
|
224,534
|
|
|
$
|
170,698
|
|
|
$
|
112,698
|
|
|
$
|
112,018
|
|
Cost of revenues (excludes depreciation and amortization)
|
19,741
|
|
|
18,598
|
|
|
15,630
|
|
|
15,362
|
|
|
17,985
|
|
|||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
153,327
|
|
|
111,018
|
|
|
91,721
|
|
|
57,389
|
|
|
56,841
|
|
|||||
Personnel
|
49,433
|
|
|
40,785
|
|
|
29,764
|
|
|
22,638
|
|
|
19,150
|
|
|||||
Other general and administrative expenses
|
22,118
|
|
|
16,400
|
|
|
9,967
|
|
|
6,568
|
|
|
5,743
|
|
|||||
Total selling, general and administrative expenses (excludes depreciation and amortization)
|
224,878
|
|
|
168,203
|
|
|
131,452
|
|
|
86,595
|
|
|
81,734
|
|
|||||
Depreciation and amortization
|
8,273
|
|
|
8,486
|
|
|
6,821
|
|
|
5,380
|
|
|
5,214
|
|
|||||
Impairment of intangible assets
(1)
|
—
|
|
|
14,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from operations
|
39,831
|
|
|
14,267
|
|
|
16,795
|
|
|
5,361
|
|
|
7,085
|
|
|||||
Other (expense) income
|
(1,490
|
)
|
|
2,117
|
|
|
3,357
|
|
|
(1,225
|
)
|
|
(1,569
|
)
|
|||||
Income tax (expense) benefit
|
(19,531
|
)
|
|
(6,681
|
)
|
|
(12,120
|
)
|
|
2,776
|
|
|
(415
|
)
|
|||||
Net income
|
$
|
18,810
|
|
|
$
|
9,703
|
|
|
$
|
8,032
|
|
|
$
|
6,912
|
|
|
$
|
5,101
|
|
Redeemable convertible preferred stock dividends
|
(6,644
|
)
|
|
(11,745
|
)
|
|
(11,745
|
)
|
|
(11,728
|
)
|
|
(11,728
|
)
|
|||||
Deemed dividend resulting from modification of redeemable convertible preferred stock
|
(2,929
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributed to common stockholders
|
9,237
|
|
|
(2,042
|
)
|
|
(3,713
|
)
|
|
(4,816
|
)
|
|
(6,627
|
)
|
|||||
Net income (loss) per common share (after redeemable convertible preferred stock dividends):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(1.37
|
)
|
Diluted
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(1.37
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
20,731,507
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|
5,223,187
|
|
|
4,831,777
|
|
|||||
Diluted
|
41,505,255
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|
5,223,187
|
|
|
4,831,777
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
$
|
427,045
|
|
|
$
|
277,948
|
|
|
$
|
269,907
|
|
|
$
|
222,823
|
|
|
$
|
232,544
|
|
Long term obligations
(2)
and redeemable convertible preferred stock
|
—
|
|
|
248,644
|
|
|
238,246
|
|
|
225,085
|
|
|
237,218
|
|
|||||
Total Stockholders equity (deficit)
|
$
|
384,435
|
|
|
$
|
(1,724
|
)
|
|
$
|
(450
|
)
|
|
$
|
(21,780
|
)
|
|
$
|
(22,940
|
)
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
65,796
|
|
|
$
|
50,160
|
|
|
$
|
32,119
|
|
|
$
|
16,188
|
|
|
$
|
18,699
|
|
Queries
(3)
|
1,168,100
|
|
|
880,909
|
|
|
627,043
|
|
|
457,556
|
|
|
434,540
|
|
•
|
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
|
•
|
other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
KAYAK Software Corporation and Subsidiaries
Adjusted EBITDA Reconciliation
(In thousands)
|
|||||||||||||||||||
|
Years ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Income from operations
|
$
|
39,831
|
|
|
$
|
14,267
|
|
|
$
|
16,795
|
|
|
$
|
5,361
|
|
|
$
|
7,085
|
|
Other (expense) income, net
|
(1,711
|
)
|
|
2,006
|
|
|
3,250
|
|
|
(1,346
|
)
|
|
594
|
|
|||||
Depreciation and amortization
|
8,273
|
|
|
8,486
|
|
|
6,821
|
|
|
5,380
|
|
|
5,214
|
|
|||||
Impairment of intangible assets
|
—
|
|
|
14,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
EBITDA
|
46,393
|
|
|
39,739
|
|
|
26,866
|
|
|
9,395
|
|
|
12,893
|
|
|||||
Stock-based compensation
|
14,492
|
|
|
12,427
|
|
|
8,503
|
|
|
5,447
|
|
|
6,400
|
|
|||||
Expenses related to the merger with priceline.com
|
3,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income) , net
|
1,711
|
|
|
(2,006
|
)
|
|
(3,250
|
)
|
|
1,346
|
|
|
(594
|
)
|
|||||
Adjusted EBITDA
|
$
|
65,796
|
|
|
$
|
50,160
|
|
|
$
|
32,119
|
|
|
$
|
16,188
|
|
|
$
|
18,699
|
|
•
|
For the year ended December 31, 2012, we generated
$292.7 million
of revenues, representing growth of
30.4%
over the year ended December 31, 2011.
|
•
|
For the year ended December 31, 2012, we generated income from operations of
$39.8 million
as compared to
$14.3 million
for the year ended December 31, 2011. After adjusting for a $15.0 million impairment charge related to KAYAK's decision to stop supporting the SideStep brand name in 2011, operating income for the year ended December 31, 2012 increased by
36.2%
over the same period in 2011.
|
•
|
For the year ended December 31, 2012, we had Adjusted EBITDA of
$65.8 million
representing growth of
31.2%
over the year ended December 31, 2011. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or Adjusted EBITDA, is a non-generally accepted accounting principle metric used by management to measure our operating performance. See “—Adjusted EBITDA Reconciliation” in Item 6. Selected Financial Data for an additional description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income from operations.
|
•
|
For the year ended December 31, 2012, we processed
1.2 billion
user queries for travel information, representing growth of
32.6%
over the year ended December 31, 2011.
|
•
|
KAYAK mobile applications have been downloaded
24 million
times since their introduction in March 2009. For the year ended December 31, 2012, we had approximately
11 million
downloads, representing growth of
49.0%
over the year ended December 31, 2011.
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Revenues
|
$
|
292,723
|
|
|
$
|
224,534
|
|
|
$
|
170,698
|
|
|
30.4
|
%
|
|
31.5
|
%
|
Queries
|
1,168,100
|
|
|
880,909
|
|
|
627,043
|
|
|
32.6
|
%
|
|
40.5
|
%
|
|||
RPM
|
$
|
251
|
|
|
$
|
255
|
|
|
$
|
272
|
|
|
(1.6
|
)%
|
|
(6.3
|
)%
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Estimated Mobile Queries
|
206,084
|
|
|
109,295
|
|
|
44,698
|
|
|
88.6
|
%
|
|
144.5
|
%
|
|||
Estimated Mobile RPM
|
$
|
54
|
|
|
$
|
35
|
|
|
$
|
15
|
|
|
54.3
|
%
|
|
133.3
|
%
|
Estimated Website Queries
|
962,016
|
|
|
771,614
|
|
|
582,345
|
|
|
24.7
|
%
|
|
32.5
|
%
|
|||
Estimated Website RPM
|
$
|
293
|
|
|
$
|
286
|
|
|
$
|
292
|
|
|
2.4
|
%
|
|
(2.1
|
)%
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Cost of revenues
|
$
|
19,741
|
|
|
$
|
18,598
|
|
|
$
|
15,630
|
|
|
6.1
|
%
|
|
19.0
|
%
|
% of total revenues
|
6.7
|
%
|
|
8.3
|
%
|
|
9.2
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Brand marketing
|
$
|
75,030
|
|
|
$
|
57,715
|
|
|
$
|
43,702
|
|
|
30.0
|
%
|
|
32.1
|
%
|
% of total revenues
|
25.6
|
%
|
|
25.7
|
%
|
|
25.6
|
%
|
|
|
|
|
|||||
Online marketing fees
|
$
|
72,657
|
|
|
$
|
45,648
|
|
|
$
|
41,663
|
|
|
59.2
|
%
|
|
9.6
|
%
|
% of total revenues
|
24.8
|
%
|
|
20.3
|
%
|
|
24.4
|
%
|
|
|
|
|
|||||
Other marketing
|
$
|
5,641
|
|
|
$
|
7,655
|
|
|
$
|
6,356
|
|
|
(26.3
|
)%
|
|
20.4
|
%
|
% of total revenues
|
1.9
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
|
|
|
|||||
Total marketing expense
|
$
|
153,328
|
|
|
$
|
111,018
|
|
|
$
|
91,721
|
|
|
38.1
|
%
|
|
21.0
|
%
|
% of total revenues
|
52.4
|
%
|
|
49.4
|
%
|
|
53.7
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Salaries, benefits and taxes
|
$
|
36,402
|
|
|
$
|
28,358
|
|
|
$
|
21,261
|
|
|
28.4
|
%
|
|
33.4
|
%
|
% of total revenues
|
12.4
|
%
|
|
12.6
|
%
|
|
12.5
|
%
|
|
|
|
|
|||||
Stock-based compensation
|
$
|
13,031
|
|
|
$
|
12,427
|
|
|
$
|
8,503
|
|
|
4.9
|
%
|
|
46.1
|
%
|
% of total revenues
|
4.5
|
%
|
|
5.5
|
%
|
|
5.0
|
%
|
|
|
|
|
|||||
Total personnel
|
$
|
49,433
|
|
|
$
|
40,785
|
|
|
$
|
29,764
|
|
|
21.2
|
%
|
|
37.0
|
%
|
% of total revenues
|
16.9
|
%
|
|
18.2
|
%
|
|
17.4
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Other general and administrative expenses
|
$
|
22,118
|
|
|
$
|
16,400
|
|
|
$
|
9,967
|
|
|
34.9
|
%
|
|
64.5
|
%
|
% of total revenues
|
7.6
|
%
|
|
7.3
|
%
|
|
5.8
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% increase
(decrease)2012-2011
|
|
% increase
(decrease)2011-2010
|
||||||||||||
|
(Amounts in thousands (except RPM))
|
|
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||||
Amortization
|
$
|
5,567
|
|
|
$
|
6,566
|
|
|
$
|
4,619
|
|
|
(15.2
|
)%
|
|
42.2
|
%
|
% of total revenues
|
1.9
|
%
|
|
2.9
|
%
|
|
2.7
|
%
|
|
|
|
|
|||||
Depreciation
|
$
|
2,706
|
|
|
$
|
1,920
|
|
|
$
|
2,202
|
|
|
40.9
|
%
|
|
(12.8
|
)%
|
% of total revenues
|
0.9
|
%
|
|
0.9
|
%
|
|
1.3
|
%
|
|
|
|
|
|||||
Total depreciation and amortization
|
$
|
8,273
|
|
|
$
|
8,486
|
|
|
$
|
6,821
|
|
|
(2.5
|
)%
|
|
24.4
|
%
|
% of total revenues
|
2.8
|
%
|
|
3.8
|
%
|
|
4.0
|
%
|
|
|
|
|
|
2012
Quarters ended
|
|
2011
Quarters ended
|
||||||||||||||||||||||||||||
|
Dec 31
|
|
Sept 30
|
|
June 30
|
|
Mar 31
|
|
Dec 31
|
|
Sept 30
|
|
June 30
|
|
Mar 31
|
||||||||||||||||
Revenues
|
$
|
63,843
|
|
|
$
|
78,604
|
|
|
$
|
76,938
|
|
|
$
|
73,338
|
|
|
$
|
53,947
|
|
|
$
|
61,160
|
|
|
$
|
56,753
|
|
|
$
|
52,674
|
|
Cost of revenues (excludes depreciation and amortization)
|
4,841
|
|
|
4,908
|
|
|
4,807
|
|
|
5,185
|
|
|
4,818
|
|
|
4,151
|
|
|
4,684
|
|
|
4,945
|
|
||||||||
Selling, general, and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketing
|
32,627
|
|
|
40,042
|
|
|
39,409
|
|
|
41,249
|
|
|
23,601
|
|
|
28,935
|
|
|
30,025
|
|
|
28,457
|
|
||||||||
Personnel
|
13,821
|
|
|
12,393
|
|
|
11,306
|
|
|
11,913
|
|
|
10,660
|
|
|
10,286
|
|
|
9,800
|
|
|
10,039
|
|
||||||||
Other general and administrative expenses
|
9,415
|
|
|
4,256
|
|
|
3,615
|
|
|
4,832
|
|
|
4,823
|
|
|
3,196
|
|
|
4,164
|
|
|
4,217
|
|
||||||||
Total selling, general and administrative expenses (excludes depreciation and amortization)
|
55,863
|
|
|
56,691
|
|
|
54,330
|
|
|
57,994
|
|
|
39,084
|
|
|
42,417
|
|
|
43,989
|
|
|
42,713
|
|
||||||||
Depreciation and amortization
|
2,095
|
|
|
2,078
|
|
|
2,050
|
|
|
2,050
|
|
|
2,149
|
|
|
1,935
|
|
|
2,341
|
|
|
2,061
|
|
||||||||
Impairment of intangible assets
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,980
|
|
|||||||||
Income (loss) from operations
|
$
|
1,044
|
|
|
$
|
14,927
|
|
|
$
|
15,751
|
|
|
$
|
8,109
|
|
|
$
|
7,896
|
|
|
$
|
12,657
|
|
|
$
|
5,739
|
|
|
$
|
(12,025
|
)
|
Other income (expense)
|
16
|
|
|
(765
|
)
|
|
(566
|
)
|
|
(175
|
)
|
|
1,581
|
|
|
(426
|
)
|
|
330
|
|
|
632
|
|
||||||||
Income tax (expense) benefit
|
(1,637
|
)
|
|
(6,208
|
)
|
|
(7,897
|
)
|
|
(3,789
|
)
|
|
(3,604
|
)
|
|
(5,263
|
)
|
|
(2,293
|
)
|
|
4,479
|
|
||||||||
Net income
|
(577
|
)
|
|
7,954
|
|
|
7,288
|
|
|
4,145
|
|
|
5,873
|
|
|
6,968
|
|
|
3,776
|
|
|
(6,914
|
)
|
||||||||
Net (loss) income attributed to common stockholders
|
(577
|
)
|
|
7,182
|
|
|
1,423
|
|
|
1,209
|
|
|
2,937
|
|
|
4,031
|
|
|
840
|
|
|
(9,850
|
)
|
||||||||
Net loss income per common share (after redeemable convertible preferred stock dividends):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
(0.01
|
)
|
|
$
|
0.24
|
|
|
$
|
0.20
|
|
|
$
|
0.17
|
|
|
$
|
0.42
|
|
|
$
|
0.55
|
|
|
$
|
0.11
|
|
|
$
|
(1.33
|
)
|
|
Diluted
|
(0.01
|
)
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.10
|
|
|
$
|
(1.33
|
)
|
|
Year ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollar amounts in thousands)
|
||||||||||
Cash flows from operating activities
|
$
|
43,107
|
|
|
$
|
32,899
|
|
|
$
|
21,932
|
|
Cash flows from investing activities
|
165
|
|
|
(33,848
|
)
|
|
(8,375
|
)
|
|||
Cash flows from financing activities
|
104,786
|
|
|
1,809
|
|
|
5,737
|
|
|
Amounts due by period
(Dollar amounts in thousands)
|
|||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|||||||||
Operating lease obligations
|
$18,743
|
|
$
|
3,125
|
|
|
$
|
5,426
|
|
|
$
|
3,954
|
|
|
$
|
6,238
|
|
|
Content licensing and technology agreements
|
11,845
|
|
|
7,912
|
|
|
3,933
|
|
|
—
|
|
|
—
|
|
||||
Marketing agreements
|
17,932
|
|
|
17,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total contractual cash obligations
|
$48,520
|
|
$
|
28,969
|
|
|
$
|
9,359
|
|
|
$
|
3,954
|
|
|
$
|
6,238
|
|
•
|
the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;
|
•
|
the last day of its fiscal year in which it has annual gross revenue of $1.0 billion or more;
|
•
|
the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and
|
•
|
the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as the company (a) has an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (b) has been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months, and (c) has filed at least one annual report pursuant to the Exchange Act.
|
|
|
|
|
Name
|
Age
|
Position
|
|
Daniel Stephen Hafner
|
|
44
|
Chief Executive Officer, Cofounder and Director
|
Paul M. English
|
|
49
|
President, Chief Technology Officer, Cofounder and Director
|
Melissa H. Reiter
|
|
44
|
Chief Financial Officer and Treasurer
|
Robert M. Birge
|
|
42
|
Chief Marketing Officer
|
Karen Ruzic Klein
|
|
43
|
General Counsel and Corporate Secretary
|
Keith D. Melnick
|
|
43
|
Chief Commercial Officer
|
Paul D. Schwenk
|
|
46
|
Senior Vice President of Engineering
|
William T. O'Donnell, Jr.
|
|
45
|
Chief Architect
|
Dr. Giorgos Zacharia
|
|
39
|
Chief Scientist
|
Dr. Christian W. Saller
|
|
41
|
Managing Director for Europe
|
Terrell B. Jones (1)
|
|
64
|
Director
|
Joel E. Cutler
|
|
55
|
Director
|
Michael Moritz
|
|
58
|
Director
|
Hendrik W. Nelis
|
|
49
|
Director
|
Brian H. Sharples
|
|
52
|
Director
|
Gregory S. Stanger
|
|
48
|
Director
|
•
|
selecting and hiring our independent registered certified public accounting firm and approving the audit and nonaudit services to be performed by our independent registered certified public accounting firm;
|
•
|
evaluating the qualifications, performance and independence of our independent registered certified public accounting firm;
|
•
|
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
|
•
|
reviewing the adequacy and effectiveness of our internal control policies and procedures;
|
•
|
discussing the scope and results of the audit with the independent registered certified public accounting firm and reviewing with management and the independent registered certified public accounting firm our interim and year-end operating results; and
|
•
|
preparing the audit committee report required by the SEC to be included in our annual proxy statement.
|
•
|
reviewing and approving compensation of our executive officers including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change-in-control arrangements and any other benefits, compensation or arrangements;
|
•
|
reviewing succession planning for our executive officers;
|
•
|
reviewing and recommending compensation goals, bonus and stock compensation criteria for our employees;
|
•
|
determining the compensation of our directors;
|
•
|
reviewing and discussing annually with management our “Executive Compensation—Compensation Discussion and Analysis” disclosure at such times as required by SEC rules;
|
•
|
preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and
|
•
|
administering, reviewing and making recommendations with respect to our equity compensation plans.
|
•
|
assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to our board of directors;
|
•
|
reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;
|
•
|
overseeing the evaluation of our board of directors; and
|
•
|
recommending members for each committee of our board of directors.
|
•
|
Daniel Stephen Hafner, Chief Executive Officer, cofounder and Director;
|
•
|
Paul M. English, President, Chief Technology Officer, cofounder and Director; and
|
•
|
Keith D. Melnick, Chief Commercial Officer.
|
|
(1)
|
Amounts represent bonus amounts in excess of non-equity incentive compensation target amounts that are provided for in each of the named executive officer employment agreements. Cash bonuses in excess of non-equity incentive compensation are awarded at the discretion of our board of directors and are based on our board of directors’ subjective assessments of the named executive officer’s performance and contributions to us.
|
(2)
|
Amounts included in “Option Awards” column do not reflect compensation actually received by the named executive officer, but represent the grant date fair value of the award as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718.
|
(3)
|
Amount represents non-equity incentive plan compensation payable in accordance with the named executive officer’s employment agreement with us. In 2012, Mr. Hafner and Mr. English were entitled to earn up to $500,000 in non-equity incentive compensation. Mr. Hafner and Mr. English were not entitled to earn any non-equity incentive compensation in 2011. However, each of Mr. Hafner and Mr. English were subsequently awarded a bonus of $650,000 with respect to their 2011 performance. This bonus was paid in 2012. In 2012, Mr. Melnick was entitled to earn up to $320,000 in non-equity incentive compensation.
|
(4)
|
Mr. Melnick was not a named executive officer in 2011. As such this table only presents compensation with respect to fiscal year 2012.
|
(5)
|
Effective as of August 1, 2012, Mr. Melnick was relocated, for a two-year assignment, from KAYAK's office in Norwalk, Connecticut, to KAYAK's office in Zurich, Switzerland. As such, the column titled "All Other Compensation" includes compensation paid to Mr. Melnick in connection with this relocation, and consists of (i) an expatriation allowance equal to 45% of Mr. Melnick's base salary of $60,000, (ii) reasonable relocation expenses to Zurich, Switzerland, of $61,129, (iii) accommodation expenses of $56,788, and (iv) tuition expenses of $114,394 for Mr. Melnick's school aged children.
|
Name
|
Grant Date
|
|
Option Awards
|
||||||||||
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|||||||
Daniel Stephen Hafner
|
4/29/2010
|
(1)
|
145,833
|
|
|
54,167
|
|
|
$
|
13.00
|
|
|
4/29/2020
|
|
7/19/2012
|
(2)
|
—
|
|
|
225,000
|
|
|
$
|
26.00
|
|
|
7/19/2022
|
Paul M. English
|
4/29/2010
|
(1)
|
145,833
|
|
|
54,167
|
|
|
$
|
13.00
|
|
|
4/29/2020
|
|
7/19/2012
|
(2)
|
—
|
|
|
225,000
|
|
|
$
|
26.00
|
|
|
7/19/2022
|
Keith D. Melnick
|
2/16/2004
|
(1)
|
13,179
|
|
|
—
|
|
|
$
|
1.00
|
|
|
2/14/2014
|
|
8/9/2005
|
(1)
|
22,800
|
|
|
—
|
|
|
$
|
1.40
|
|
|
8/9/2015
|
|
4/3/2006
|
(1)
|
38,200
|
|
|
—
|
|
|
$
|
1.40
|
|
|
4/3/2016
|
|
1/1/2007
|
(1)
|
19,900
|
|
|
—
|
|
|
$
|
2.98
|
|
|
1/1/2017
|
|
6/1/2007
|
(1)
|
125,000
|
|
|
—
|
|
|
$
|
5.00
|
|
|
6/1/2017
|
|
7/13/2007
|
(1)
|
50,000
|
|
|
—
|
|
|
$
|
5.00
|
|
|
7/13/2017
|
|
10/20/2010
|
(1)
|
67,500
|
|
|
52,500
|
|
|
$
|
14.82
|
|
|
10/20/2020
|
|
7/19/2012
|
(2)
|
—
|
|
|
75,000
|
|
|
$
|
26.00
|
|
|
7/19/2022
|
|
(1)
|
The shares subject to these stock options vest monthly over a four-year period at a rate of 1/48th per month. Vesting is contingent upon continued service.
|
(2)
|
The shares subject to this stock option vest with respect to 25% of the shares subject to such stock option on the first anniversary date of the date of grant and monthly over a three-year period at a rate of 1/48th per month thereafter. Vesting is contingent upon continued service.
|
•
|
any unpaid base salary and the value of any accrued but unused vacation;
|
•
|
a lump-sum payment equal to the pro-rata portion of any performance bonus that would be payable with respect to the bonus year in which the termination occurs (based on the number of days of the bonus year elapsed through the effective date of termination and the amount of the target bonus set by our board of directors or compensation committee);
|
•
|
acceleration of 50% of all unvested equity held by the executive as of termination;
|
•
|
continuation of payment of base salary for 12 months;
|
•
|
reimbursement of expenses to which the executive is entitled from KAYAK; and
|
•
|
continuation of the welfare benefit plans of KAYAK for 12 months.
|
•
|
a base annual retainer of $50,000 in cash;
|
•
|
an additional annual retainer of $10,000 in cash to members of the audit committee (other than the chairperson) and an annual retainer of $5,000 in cash to members of the compensation and nominating and governance committees (other than the chairpersons);
|
•
|
an additional annual retainer of $25,000 in cash to the chair of the audit committee;
|
•
|
an additional annual retainer of $10,000 in cash to the chair of the compensation committee and to the chair of the nominating and governance committee; and
|
•
|
an additional annual retainer of $25,000 in cash to the chairperson of our board of directors.
|
Name
|
Fees earned or paid in cash
($)
|
|
Stock awards
(1)
($)
|
|
Total
($)
|
|||
Terrell B. Jones
|
95,000
|
|
|
367,378
|
|
|
462,378
|
|
Joel E. Cutler
|
—
|
|
|
—
|
|
|
—
|
|
Michael Moritz
|
—
|
|
|
—
|
|
|
—
|
|
Hendrik W. Nelis
|
—
|
|
|
—
|
|
|
—
|
|
Brian H. Sharples
|
50,000
|
|
|
358,696
|
|
|
408,696
|
|
Gregory S. Stanger
|
85,000
|
|
|
367,378
|
|
|
452,378
|
|
|
(1)
|
Stock awards consist of restricted stock units. Restricted stock units were granted to Messrs. Jones and Stanger in August 2012 with respect their service as directors in 2011 and 2012. Half of these restricted stock units granted in August 2012 vest quarterly over a two-year period from March 3, 2011, and the other half vests quarterly over a two-year period from March 3, 2012. Mr. Sharples was granted a restricted stock unit in August 2012 that vests quarterly over a two-year period from December 22, 2011. Mr. Sharples also granted a restricted stock unit in December 2012 that vests quarterly over a two-year period from December 22, 2012. Restricted stock unit awards are payable at the time of vesting 35% in cash based on the the fair market value at the time of vesting, and 65% in shares of Class A common stock.
|
|
Class A Common Stock Beneficially owned
|
|
Class B Common Stock Beneficially owned
|
|
|
|||||||||
Name and Address of Beneficial Owner
|
# Class A Shares
|
|
%
|
|
# Class B Shares
|
|
%
|
|
% Total
Voting
Power**
|
|||||
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|||||
General Catalyst Partners (1)
|
74,225
|
|
|
*%
|
|
|
10,146,960
|
|
|
33.63
|
%
|
|
32.7
|
%
|
Sequoia Capital (2)
|
74,225
|
|
|
*%
|
|
|
6,000,797
|
|
|
19.89
|
%
|
|
19.35
|
%
|
Accel Funds (3)
|
18,556
|
|
|
*%
|
|
|
4,797,286
|
|
|
15.9
|
%
|
|
15.46
|
%
|
Oak Investment Partners XII, LP(4)
|
292,027
|
|
|
3.32
|
%
|
|
3,585,272
|
|
|
11.88
|
%
|
|
11.64
|
%
|
T. Rowe Price Associates, Inc.(5)
|
711,700
|
|
|
8.09
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
AQR Capital Management, LLC and CNH Partners, LLC (6)
|
1,063,108
|
|
|
12.08
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
Nokota Management LP (7)
|
598,135
|
|
|
6.80
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
Directors and Named Executive Officers:
|
# Class A Shares
|
|
%
|
|
# Class B Shares
|
|
%
|
|
% Total
Voting
Power**
|
|||||
Daniel Stephen Hafner(8)(10)(11)
|
602,267
|
|
|
6.84
|
%
|
|
1,768,931
|
|
|
5.83
|
%
|
|
5.86
|
%
|
Paul M. English(8)(12)(13)
|
208,075
|
|
|
2.36
|
%
|
|
2,875,253
|
|
|
9.48
|
%
|
|
9.28
|
%
|
Joel E. Cutler(1)
|
74,225
|
|
|
*%
|
|
|
10,146,960
|
|
|
33.63
|
%
|
|
32.7
|
%
|
Michael Moritz(2)
|
74,225
|
|
|
*%
|
|
|
6,000,797
|
|
|
19.89
|
%
|
|
19.35
|
%
|
Hendrik W. Nelis(3)
|
18,556
|
|
|
*%
|
|
|
4,797,286
|
|
|
15.9
|
%
|
|
15.46
|
%
|
Terrell B. Jones(8)(9)
|
6,564
|
|
|
*%
|
|
|
311,500
|
|
|
1.02
|
%
|
|
*
|
|
Brian H. Sharples(9)
|
3,091
|
|
|
*%
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Gregory S. Stanger(9)
|
6,564
|
|
|
*%
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Melissa H. Reiter(8)(15)
|
—
|
|
|
—
|
|
|
293,503
|
|
|
*
|
|
|
*
|
|
Robert M. Birge(8)(15)
|
—
|
|
|
—
|
|
|
293,503
|
|
|
*
|
|
|
*
|
|
Keith D. Melnick(8)
|
—
|
|
|
—
|
|
|
349,078
|
|
|
1.14
|
%
|
|
1.11%
|
|
Willard H. Smith(14)
|
—
|
|
|
—
|
|
|
50,000
|
|
|
*
|
|
|
*
|
|
All executive officers and directors as a group (17 individuals)
|
993,567
|
|
|
11.29
|
%
|
|
28,032,537
|
|
|
86.10
|
%
|
|
84.13%
|
|
(1)
|
Such Class A common stock is held by General Catalyst Partners as follows:
|
(2)
|
Such Class A common stock is held by Sequoia Capital as follows:
|
(3)
|
Such Class A common stock is held by Accel Funds as follows:
|
(4)
|
Oak Investment Partners XII, LP, a Delaware limited partnership, is controlled by Oak Associates XII, LLC, its General Partner. Voting and dispositive power over the shares held of record by Oak Investment Partners XII, LP may be deemed to be held by Bandel L. Carano, Edward F. Glassmeyer, Frederic W. Harman, Ann H. Lamont and Iftikar A. Ahmed, managing members of Oak Associates XII, LLC. The managing members disclaim beneficial ownership of the shares held by Oak Investment Partners XII, LP except to the extent of their respective proportionate pecuniary interests therein. The principal address for Oak Investment Partners XII, LP is One Gorham Island, Westport, Connecticut 06880.
|
(5)
|
As reported on a Schedule 13G filed with the SEC on February 6, 2013, jointly by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc., T. Rowe Price Associates, Inc. is the beneficial owner of 711,700 shares of Class A common stock. T. Rowe Price Associates, Inc. has sole dispositive power over all 711,700 shares and sole voting power with respect to 75,100 shares. Pursuant to the Schedule 13G, T. Rowe Price New Horizons Fund, Inc. beneficially owns 636,600 shares and has sole voting power with respect to all such shares.
|
(6)
|
As reported on a Schedule 13G filed with the SEC on February 15, 2013 jointly by AQR Capital Management, LLC and CNH Partners, LLC, AQR Capital Management, LLC and CNH Partners, LLC are the beneficial owner of 1,063,108 shares of Class A common stock and possess shared power to vote and shared power to dispose of such shares. The principal address for AQR Capital Management, LLC and CNH Partners, LLC is 2 Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830.
|
(7)
|
As reported on a Schedule 13G/A filed with the SEC on February 27, 2013 by Nokota Management LP is the beneficial owner of 589,135 shares of Class A common stock and possesses shared power to vote and shared power to dispose of such shares. The principal address for Nokota Management LP is 1330 Avenue of the Americas, 26th Floor, New York, New York 10019.
|
(8)
|
Includes the following number of shares of Class B common stock which such director or executive officer has the right to acquire upon the exercise of stock options that were exercisable as of March 22, 2013, or that will become exercisable within 60 days after that date:
|
Name
|
Class B Shares
|
|
Daniel Stephen Hafner
|
166,666
|
|
Paul M. English
|
166,666
|
|
Terrell B. Jones
|
301,500
|
|
Melissa H. Reiter
|
127,498
|
|
Robert M. Birge
|
151,562
|
|
Keith D. Melnick
|
349,078
|
|
(9)
|
Includes the following number of shares of Class A common stock which such director or executive officer has the right to acquire upon the settlement of restricted stock units that will settle within 60 days of March 22, 2013:
|
Name
|
Class A Shares
|
|
Terrell B. Jones
|
1,094
|
|
Brian H. Sharples
|
—
|
|
Gregory S. Stanger
|
1,094
|
|
(10)
|
Includes 1,602,265 shares of Class B common stock beneficially owned by Mr. Hafner as follows:
|
(11)
|
Includes 602,267 shares of Class A common stock over which Mr. Hafner has limited voting power pursuant to a voting agreement and proxy dated April 13, 2011. Mr. Hafner disclaims beneficial ownership of such shares.
|
(12)
|
Includes 2,013,859 shares of common stock beneficially owned by Mr. English as follows:
|
(13)
|
Includes 902,803 shares of Class B common stock over which Mr. English has sole voting power pursuant to a proxy dated November 5, 2010. Mr. English disclaims beneficial ownership of such shares.
|
(14)
|
Willard H. Smith, having resigned his position during the last completed fiscal year, is not currently an officer of KAYAK.
|
(15)
|
Mr. Birge and Ms. Reiter were married in November 2012. Amount includes beneficial ownership 166,005 shares of Class B common stock held by Mr. Birge and beneficial ownership of 127,498 shares of Class B common stock held by Ms. Reiter.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers, holders of more than 5% of our currently outstanding Class A or Class B common stock, or any member of their immediate family had or will have a direct or indirect material interest.
|
•
|
it gave us and certain of our stockholders the right of first refusal with respect to a sale of any of the shares of our common stock issued to Dr. Saller and other former swoodoo stockholders in connection with the acquisition, which shares of common stock were automatically converted into shares of our Class B common stock upon completion of our IPO;
|
•
|
it obligated Dr. Saller and other holders of the shares of our common stock issued in connection with the acquisition, which shares of common stock were automatically converted into shares of our Class B common stock upon completion of our IPO, to vote their shares for the election of the members of our board of directors consistent with the terms of our Sixth Amended and Restated Stock Restriction and Co-Sale Agreement; and
|
•
|
it provided that, in the event of an approved sale of us, Dr. Saller and other holders of the shares of our common stock issued in connection with the acquisition, which shares of common stock were automatically converted into shares of our Class B common stock upon completion of our IPO, were required to vote their shares in favor of the sale.
|
•
|
it gave us and the preferred stockholders party to the agreement a right of first refusal with respect to proposed sales by certain holders of shares of KAYAK common stock listed in the agreement, which shares of common stock were automatically converted into shares of our Class B common stock upon completion of our initial public offering, to third parties;
|
•
|
it established the composition of our board of directors;
|
•
|
It provided that, in the event of an approved sale of our company, the parties to the agreement would be obligated to vote in favor of the sale; and
|
•
|
it gave Oak Investment Partners the right to designate a board observer.
|
•
|
it provides certain holders of shares of our convertible preferred stock and common stock, which shares of common stock were automatically converted into shares of our Class B common stock upon completion of our initial public offering, with certain demand, “piggyback” and short-form registration rights, subject to lock-up arrangements;
|
•
|
it provides for indemnification for certain liabilities in connection with a registration of our securities; and
|
•
|
it establishes certain restrictions with respect to the transfer and issuance of our capital stock, including a right of first refusal in favor of certain investors and our founders group with respect to the issuance of certain securities by us, and it contains other restrictions, including limitations on our ability to incur debt, except for indebtedness under certain specified loan arrangements; however, these restrictions terminated upon the completion of of our initial public offering in July 2012.
|
Audit and Non-Audit Fees
|
|||||||
|
PricewaterhouseCoopers LLP
|
||||||
|
2012
|
|
2011
|
||||
Audit Fees (1)
|
$
|
692,613
|
|
|
$
|
646,129
|
|
Audit-Related Fees (2)
|
165,000
|
|
|
70,000
|
|
||
Tax Fees (3)
|
550,188
|
|
|
882,670
|
|
||
All Other Fees (4)
|
900
|
|
|
900
|
|
||
Total
|
$
|
1,408,701
|
|
|
$
|
1,599,699
|
|
(1)
|
Audit fees relate to professional services rendered in connection with the audit of our consolidated financial statements included in Form 10-K, review of financial statements included in Form 10-Q, and audit services provided in connection with our statutory and regulatory filings and for our IPO.
|
(2)
|
Audit-related fees are comprised of fees for professional services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. Audit-Related Fees include fees and expenses for due diligence in connection with acquisitions including our pending merger with priceline.com, accounting consultations and benefit plan audits.
|
(3)
|
Tax fees relate to professional services rendered in connection with tax audits, international tax compliance, and international tax consulting and planning services.
|
(4)
|
All other fees consist of a subscription to a SEC disclosure checklist.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of November 8, 2012, by and among KAYAK Software Corporation, priceline.com Incorporated and Produce Merger Sub, Inc. (filed as exhibit 2.1 to Current Report on Form 8-K filed on November 8, 2012). (1)
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (filed as exhibit 3.9 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
|
3.2
|
|
Amended and Restated By-Laws of the Company (filed as exhibit 3.11 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012) (1)
|
4.1
|
|
Form of Registrant’s Class A Common Stock Certificate (filed as exhibit 4.1 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
|
4.2
|
|
Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain investors and founders named therein, as amended to date (filed as exhibit 4.3 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
4.3
|
|
First Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated October 1, 2010, between the Company and certain investors and founders named therein (filed as exhibit 4.4 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
4.4
|
|
Second Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated February 10, 2012, between the Company and certain investors and founders named therein (filed as exhibit 4.6 to Amendment No. 9 to the Registration Statement on Form S-1 filed on March 9, 2012). (1)
|
4.5
|
|
Form of Registrant’s Class B Common Stock Certificate (filed as exhibit 4.8 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
|
4.6
|
|
Election and Amendment Agreement, dated April 19, 2012, between the Company and the stockholders named therein (filed as exhibit 4.9 to Amendment No. 10 to the Registration Statement on Form S-1 filed on April 20, 2012). (1)
|
4.7
|
|
Third Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated May 8, 2012, between the Company and certain investors and founders named therein (filed as exhibit 4.8 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
|
10.1
|
†
|
2004 Stock Incentive Plan (filed as exhibit 10.1 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.2
|
†
|
Third Amended and Restated 2005 Equity Incentive Plan, amended by First Amendment, dated January 31, 2008, Second Amendment, dated February 28, 2008, Third Amendment, dated August 27, 2008, Fourth Amendment, dated July 22, 2009, Fifth Amendment, dated December 9, 2009 and Sixth Amendment, dated September 17, 2010. (filed as exhibit 10.2 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.3
|
†
|
2012 Equity Incentive Plan (filed as exhibit 10.3 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
|
10.4
|
^
|
Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc. (filed as exhibit 10.4 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.5
|
^
|
Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc. (filed as exhibit 10.5 to Amendment No. 5 to the Registration Statement on Form S-1 filed on May 27, 2011). (1)
|
10.6
|
^
|
Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc. (filed as exhibit 10.6 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.7
|
^
|
Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc. (filed as exhibit 10.7 to Amendment No. 5 to the Registration Statement on Form S-1 filed on May 27, 2012). (1)
|
10.8
|
|
Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P. (filed as exhibit 10.8 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.9
|
|
Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC (filed as exhibit 10.9 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.10
|
^
|
Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC (filed as exhibit 10.10 to Amendment No. 5 to the Registration Statement on Form S-1 filed on May 27, 2012). (1)
|
10.11
|
|
Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company (filed as exhibit 10.11 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.12
|
|
Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC (filed as exhibit 10.12 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.13
|
^
|
Google Services Agreement, dated November 1, 2010, between the Company and Google Inc. (filed as exhibit 10.13 to Amendment No. 12 to the Registration Statement on Form S-1 filed on May 27, 2012). (1)
|
10.14
|
^
|
KAYAK Insertion Order: IO10963, dated April 5, 2012, between the Company and Expedia (filed as exhibit 10.14 to Amendment No. 13 to the Registration Statement on Form S-1 filed on July 6, 2010). (1)
|
10.15
|
|
Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v 2.0 (filed as exhibit 10.20 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.16
|
|
Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v 2.0 (filed as exhibit 10.21 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.17
|
†
|
Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner (filed as exhibit 10.31 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.18
|
†
|
Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English (filed as exhibit 10.32 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.19
|
†
|
Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein (filed as exhibit 10.33 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.20
|
†
|
Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein (filed as exhibit 10.34 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.21
|
†
|
Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein (filed as exhibit 10.35 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.22
|
†
|
Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge (filed as exhibit 10.36 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.23
|
†
|
Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge (filed as exhibit 10.37 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.24
|
†
|
Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter (filed as exhibit 10.38 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.25
|
†
|
Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter (filed as exhibit 10.39 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.26
|
†
|
Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones (filed as exhibit 10.40 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.27
|
†
|
Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones (filed as exhibit 10.41 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.28
|
†
|
Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones (filed as exhibit 10.42 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.29
|
|
Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC (filed as exhibit 10.60 to the Registration Statement on Form S-1 filed on November 17, 2010). (1)
|
10.30
|
|
Amendment No. 1 to Google Services Agreement, dated November 1, 2010, between the Company and Google Inc (filed as exhibit 10.61 to Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011). (1)
|
10.31
|
†
|
Form of Non-Qualified Stock Option Agreement under the 2012 Equity Incentive Plan, to be in effect upon completion of the offering (filed as exhibit 10.62 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
|
^
|
|
Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the Securities and Exchange Commission.
|
*
|
|
Documents filed or furnished herewith.
|
|
|
|
|
|
KAYAK SOFTWARE CORPORATION
|
|
|
|
Date: March 29, 2013
|
By:
|
/s/ Daniel Stephen Hafner
|
|
Name:
|
Daniel Stephen Hafner
|
|
Title:
|
Chief Executive Officer and Director
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Daniel Stephen Hafner
|
|
Chief Executive Officer and Director
|
|
March 29, 2013
|
Daniel Stephen Hafner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Melissa H. Reiter
|
|
Chief Financial Officer
|
|
March 29, 2013
|
Melissa H. Reiter
|
|
(Principal Financial Officer and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Paul M. English
|
|
President, Chief Technology Officer and Director
|
|
March 29, 2013
|
Paul M. English
|
|
|
|
|
|
|
|
|
|
/s/ Joel E. Cutler
|
|
Director
|
|
March 29, 2013
|
Joel E. Cutler
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Terrell B. Jones
|
|
|
|
|
|
|
|
|
|
/s/ Michael Moritz
|
|
Director
|
|
March 29, 2013
|
Michael Moritz
|
|
|
|
|
|
|
|
|
|
/s/ Hendrik W. Nelis
|
|
Director
|
|
March 29, 2013
|
Hendrik W. Nelis
|
|
|
|
|
|
|
|
|
|
/s/ Brian H. Sharples
|
|
Director
|
|
March 29, 2013
|
Brian H. Sharples
|
|
|
|
|
|
|
|
|
|
/s/ Gregory S. Stanger
|
|
Director
|
|
March 29, 2013
|
Gregory S. Stanger
|
|
|
|
|
KAYAK Software Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
183,169
|
|
|
$
|
35,127
|
|
Marketable securities
|
6,612
|
|
|
11,198
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2,908 and $3,581 at December 31, 2012 and 2011, respectively
|
42,078
|
|
|
37,332
|
|
||
Deferred tax asset
|
1,927
|
|
|
2,212
|
|
||
Prepaid expenses and other current assets
|
3,831
|
|
|
5,425
|
|
||
Total current assets
|
237,617
|
|
|
91,294
|
|
||
Property and equipment, net
|
6,903
|
|
|
5,474
|
|
||
Intangible assets, net
|
12,418
|
|
|
17,684
|
|
||
Goodwill
|
155,988
|
|
|
155,677
|
|
||
Deferred tax asset
|
12,636
|
|
|
7,488
|
|
||
Other assets
|
1,483
|
|
|
331
|
|
||
Total assets
|
$
|
427,045
|
|
|
$
|
277,948
|
|
Liabilities and stockholders’ equity (deficit)
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
10,365
|
|
|
$
|
9,514
|
|
Accrued expenses and other current liabilities
|
24,141
|
|
|
16,220
|
|
||
Total current liabilities
|
34,506
|
|
|
25,734
|
|
||
Warrant liability
|
—
|
|
|
1,150
|
|
||
Deferred tax liability
|
3,534
|
|
|
4,202
|
|
||
Other long-term liabilities
|
4,570
|
|
|
1,092
|
|
||
Total liabilities
|
42,610
|
|
|
32,178
|
|
||
Redeemable convertible preferred stock
|
|
|
|
||||
Series A Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 6,600,000 shares authorized, issued and outstanding as of December 31, 2011.
|
—
|
|
|
9,702
|
|
||
Series A-1 Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 1,176,051 shares authorized, issued and outstanding as of December 31, 2011.
|
—
|
|
|
2,355
|
|
||
Series B Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 4,989,308 shares authorized, issued and outstanding as of December 31, 2011.
|
—
|
|
|
9,888
|
|
||
Series B-1 Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 2,138,275 shares authorized, issued and outstanding as of December 31, 2011.
|
—
|
|
|
4,026
|
|
||
Series C Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 3,897,084 shares authorized and 3,855,180 shares issued and outstanding as of December 31, 2011.
|
—
|
|
|
15,372
|
|
||
Series D Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 8,075,666 shares authorized and 8,008,842 shares issued and outstanding as of December 31, 2011.
|
—
|
|
|
206,151
|
|
||
Total redeemable convertible preferred stock
|
—
|
|
|
247,494
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders’ equity (deficit)
|
|
|
|
||||
Preferred Stock, $0.001 par value; 5,000,000 shares authorized and no shares issued and outstanding as of December 31, 2012 and no shares authorized, issued and outstanding as of December 31, 2011.
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; no shares authorized, issued and outstanding as of December 31, 2012 and 45,000,000 shares authorized, 7,025,467 issued and outstanding as of December 31, 2011.
|
—
|
|
|
7
|
|
||
Class A Common Stock, $0.001 par value; 150,000,000 shares authorized and 4,823,373 shares issued and outstanding as of December 31, 2012 and no shares authorized, issued, and outstanding as of December 31, 2011.
|
5
|
|
|
—
|
|
||
Class B Common Stock, $0.001 par value; 50,000,000 shares authorized and 33,851,525 shares issued and outstanding as of December 31, 2012 and no shares authorized, issued, and outstanding as of December 31, 2011.
|
34
|
|
|
—
|
|
||
Additional paid-in capital
|
373,023
|
|
|
3,296
|
|
||
Cumulative translation adjustment
|
(458
|
)
|
|
(977
|
)
|
||
Accumulated earnings (deficit)
|
11,831
|
|
|
(4,050
|
)
|
||
Total stockholders’ equity (deficit)
|
384,435
|
|
|
(1,724
|
)
|
||
Total liabilities and stockholders’ equity
|
$
|
427,045
|
|
|
$
|
277,948
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
$
|
292,723
|
|
|
$
|
224,534
|
|
|
$
|
170,698
|
|
Cost of revenues (excludes depreciation and amortization)
|
19,741
|
|
|
18,598
|
|
|
15,630
|
|
|||
Selling, general and administrative expenses:
|
|
|
|
|
|
||||||
Marketing
|
153,327
|
|
|
111,018
|
|
|
91,721
|
|
|||
Personnel
|
49,433
|
|
|
40,785
|
|
|
29,764
|
|
|||
Other general and administrative expenses
|
22,118
|
|
|
16,400
|
|
|
9,967
|
|
|||
Total selling, general and administrative expenses (excludes depreciation and amortization)
|
224,878
|
|
|
168,203
|
|
|
131,452
|
|
|||
Depreciation and amortization
|
8,273
|
|
|
8,486
|
|
|
6,821
|
|
|||
Impairment of intangible assets
|
—
|
|
|
14,980
|
|
|
—
|
|
|||
Income from operations
|
39,831
|
|
|
14,267
|
|
|
16,795
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
221
|
|
|
111
|
|
|
107
|
|
|||
Realized gain on investment
|
—
|
|
|
—
|
|
|
459
|
|
|||
Other income (expense)
|
(1,711
|
)
|
|
2,006
|
|
|
2,791
|
|
|||
Total other income (expense)
|
(1,490
|
)
|
|
2,117
|
|
|
3,357
|
|
|||
Income before taxes
|
38,341
|
|
|
16,384
|
|
|
20,152
|
|
|||
Income tax expense
|
19,531
|
|
|
6,681
|
|
|
12,120
|
|
|||
Net income
|
18,810
|
|
|
9,703
|
|
|
8,032
|
|
|||
Redeemable convertible preferred stock dividends
|
(6,644
|
)
|
|
(11,745
|
)
|
|
(11,745
|
)
|
|||
Deemed dividend resulting from modification of redeemable convertible preferred stock
|
(2,929
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributed to common stockholders
|
$
|
9,237
|
|
|
$
|
(2,042
|
)
|
|
$
|
(3,713
|
)
|
Net income (loss) per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.57
|
)
|
Diluted
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.57
|
)
|
Weighted average common shares
|
|
|
|
|
|
||||||
Basic
|
20,731,507
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|||
Diluted
|
41,505,255
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net Income
|
$
|
18,810
|
|
|
$
|
9,703
|
|
|
$
|
8,032
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
519
|
|
|
(1,806
|
)
|
|
829
|
|
|||
Other comprehensive income (loss)
|
519
|
|
|
(1,806
|
)
|
|
829
|
|
|||
Total comprehensive income
|
$
|
19,329
|
|
|
$
|
7,897
|
|
|
$
|
8,861
|
|
|
Common Stock
|
Class A Common
Stock
|
Class B Common Stock
|
Additional
Paid-In
Capital
|
Other
Comprehensive
Income (Loss)
|
Accumulated
Equity
(Deficit)
|
Total
Stock-holders’
Equity
(Deficit)
|
||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||
Balance at December 31, 2009
|
5,394,196
|
|
$
|
5
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(21,785
|
)
|
$
|
(21,780
|
)
|
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,503
|
|
—
|
|
—
|
|
8,503
|
|
|||||||
Issuance of common stock
|
1,985,812
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,156
|
|
—
|
|
—
|
|
13,158
|
|
|||||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,553
|
|
—
|
|
—
|
|
2,553
|
|
|||||||
Dividends on preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,745
|
)
|
—
|
|
—
|
|
(11,745
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
829
|
|
—
|
|
829
|
|
|||||||
Net Income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,032
|
|
8,032
|
|
|||||||
Balance, December 31, 2010
|
7,380,008
|
|
7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,467
|
|
829
|
|
(13,753
|
)
|
(450
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,427
|
|
—
|
|
—
|
|
12,427
|
|
|||||||
Issuance of common stock
|
330,678
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,124
|
|
—
|
|
—
|
|
2,125
|
|
|||||||
Exercise of put options
|
(685,219
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(13,220
|
)
|
—
|
|
—
|
|
(13,221
|
)
|
|||||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,243
|
|
—
|
|
—
|
|
1,243
|
|
|||||||
Dividends on preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,745
|
)
|
—
|
|
—
|
|
(11,745
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,806
|
)
|
—
|
|
(1,806
|
)
|
|||||||
Net Income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,703
|
|
9,703
|
|
|||||||
Balance, December 31, 2011
|
7,025,467
|
|
7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,296
|
|
(977
|
)
|
(4,050
|
)
|
(1,724
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,492
|
|
—
|
|
—
|
|
14,492
|
|
|||||||
Issuance of common stock upon exercise of stock options
|
84,775
|
|
—
|
|
13,128
|
|
—
|
|
157,675
|
|
—
|
|
1,867
|
|
—
|
|
—
|
|
1,867
|
|
|||||||
Issuance of common stock upon exercise of warrants
|
—
|
|
—
|
|
—
|
|
—
|
|
61,470
|
|
—
|
|
2,036
|
|
—
|
|
—
|
|
2,036
|
|
|||||||
Issuance of Class A common stock in connection with the IPO, net of issuance costs
|
—
|
|
—
|
|
4,025,000
|
|
4
|
|
—
|
|
—
|
|
94,209
|
|
—
|
|
—
|
|
94,213
|
|
|||||||
Issuance of Class A common stock in concurrent private placements in connection with the IPO
|
—
|
|
—
|
|
539,727
|
|
1
|
|
—
|
|
—
|
|
6,023
|
|
—
|
|
—
|
|
6,024
|
|
|||||||
Conversion of Common Stock to Class B Common Stock in connection with the IPO
|
(7,110,242
|
)
|
(7
|
)
|
—
|
|
—
|
|
7,110,242
|
|
7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Conversion of Redeemable Convertible Preferred Stock to Class B common stock in connection with the IPO
|
—
|
|
—
|
|
—
|
|
—
|
|
26,767,656
|
|
27
|
|
250,395
|
|
—
|
|
—
|
|
250,422
|
|
|||||||
Conversion of Class B common stock to Class A common stock
|
—
|
|
—
|
|
245,518
|
|
—
|
|
(245,518
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
705
|
|
—
|
|
—
|
|
705
|
|
|||||||
Deemed dividend resulting from modification of redeemable convertible preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,929
|
)
|
(2,929
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
519
|
|
—
|
|
519
|
|
|||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,810
|
|
18,810
|
|
|||||||
Balance, December 31, 2012
|
—
|
|
$
|
—
|
|
4,823,373
|
|
$
|
5
|
|
33,851,525
|
|
$
|
34
|
|
$
|
373,023
|
|
$
|
(458
|
)
|
$
|
11,831
|
|
$
|
384,435
|
|
KAYAK Software Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2012
|
2011
|
2010
|
||||||
Cash flows from operating activities
|
|
|
|
||||||
Net income
|
$
|
18,810
|
|
$
|
9,703
|
|
$
|
8,032
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
8,273
|
|
8,486
|
|
6,821
|
|
|||
Stock-based compensation expense
|
14,492
|
|
12,427
|
|
8,503
|
|
|||
Excess tax benefits from exercise of stock options
|
(1,189
|
)
|
(1,441
|
)
|
(237
|
)
|
|||
Deferred taxes
|
(6,077
|
)
|
(12,723
|
)
|
7,418
|
|
|||
Mark to market adjustments
|
912
|
|
(1,211
|
)
|
(2,792
|
)
|
|||
Gain on sale of Travelpost
|
—
|
|
—
|
|
(459
|
)
|
|||
Impairment of intangible assets
|
—
|
|
14,980
|
|
—
|
|
|||
Other
|
—
|
|
120
|
|
47
|
|
|||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
|
|
||||||
Accounts receivable
|
(4,507
|
)
|
(6,546
|
)
|
(10,794
|
)
|
|||
Prepaid expenses and other current assets
|
105
|
|
1,555
|
|
(1,238
|
)
|
|||
Accounts payable
|
754
|
|
4,538
|
|
(2,811
|
)
|
|||
Accrued liabilities and other liabilities
|
11,534
|
|
3,011
|
|
9,442
|
|
|||
Net cash from operating activities
|
43,107
|
|
32,899
|
|
21,932
|
|
|||
Cash flows from (used in) investing activities
|
|
|
|
||||||
Capital expenditures
|
(4,175
|
)
|
(4,260
|
)
|
(2,273
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
42
|
|
—
|
|
|||
Purchase of marketable securities
|
(10,538
|
)
|
(25,644
|
)
|
(6,197
|
)
|
|||
Maturities of marketable securities
|
14,878
|
|
18,395
|
|
3,276
|
|
|||
Proceeds from sale of Travelpost
|
—
|
|
—
|
|
3,600
|
|
|||
Exercise of put options
|
—
|
|
(13,221
|
)
|
—
|
|
|||
Cash paid for business combinations, net of cash acquired
|
—
|
|
(9,160
|
)
|
(6,781
|
)
|
|||
Net cash from (used in) investing activities
|
165
|
|
(33,848
|
)
|
(8,375
|
)
|
|||
Cash flows from financing activities
|
|
|
|
||||||
Proceeds from exercise of stock options
|
1,867
|
|
1,862
|
|
464
|
|
|||
Proceeds from initial public offering, net of offering expenses
|
95,707
|
|
(1,494
|
)
|
—
|
|
|||
Tax benefits realized from exercise of stock options
|
1,189
|
|
1,441
|
|
237
|
|
|||
Proceeds from exercise of common stock warrants
|
—
|
|
—
|
|
1,350
|
|
|||
Repayment of shareholder loans
|
—
|
|
—
|
|
3,686
|
|
|||
Private Placement Class A common stock issuances
|
6,023
|
|
—
|
|
—
|
|
|||
Net cash from financing activities
|
104,786
|
|
1,809
|
|
5,737
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(16
|
)
|
(699
|
)
|
(278
|
)
|
|||
Increase in cash and cash equivalents
|
148,042
|
|
161
|
|
19,016
|
|
|||
Cash and cash equivalents, beginning of period
|
35,127
|
|
34,966
|
|
15,950
|
|
|||
Cash and cash equivalents, end of period
|
$
|
183,169
|
|
$
|
35,127
|
|
$
|
34,966
|
|
Supplemental disclosures of cash flow information
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
||||||
Interest
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Income taxes
|
$
|
17,166
|
|
$
|
16,506
|
|
$
|
1,151
|
|
|
|
||
Cash paid
|
$
|
8,777
|
|
Cash paid for working capital adjustment
|
674
|
|
|
Fair value of common stock
|
10,725
|
|
|
Fair value of put options issued
|
4,208
|
|
|
Total purchase consideration
|
$
|
24,384
|
|
Assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
2,670
|
|
Other assets
|
1,320
|
|
|
Identifiable intangible assets
(1)
|
|
||
Customer relationships (useful life - 8 years)
|
4,900
|
|
|
Trade & domain names (useful life - 11 years)
|
5,400
|
|
|
Current technology (useful life - 5 years)
|
3,900
|
|
|
Non-compete agreements (useful life - 3 years)
|
700
|
|
|
Goodwill
|
11,144
|
|
|
Total assets
|
30,034
|
|
|
Liabilities assumed:
|
|
||
Deferred tax liability
|
4,714
|
|
|
Other liabilities
|
936
|
|
|
Total net assets acquired
|
$
|
24,384
|
|
Assets acquired:
|
|
||
Accounts receivable and other assets
|
$
|
983
|
|
Contingent asset
|
230
|
|
|
Identifiable intangible assets
(1)
|
|
||
Customer relationships (useful life—7 years)
|
3,200
|
|
|
Trade & domain names (useful life—10 years)
|
2,600
|
|
|
Current technology (useful life—2 years)
|
700
|
|
|
Non-compete agreements (useful life—2 years)
|
300
|
|
|
Goodwill
|
4,138
|
|
|
Total assets
|
12,151
|
|
|
Liabilities assumed:
|
|
||
Deferred tax liability
|
1,700
|
|
|
Other liabilities
|
1,291
|
|
|
Total net assets acquired
|
$
|
9,160
|
|
(1)
|
The weighted average useful life of the identifiable intangible assets acquired is
7
years.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
Amortized
Cost |
|
Level 1(1)
Fair Value |
|
Amortized
Cost
|
|
Level 1(1)
Fair Value |
||||||||
Agency bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,605
|
|
|
$
|
2,605
|
|
Certificate of deposit
|
—
|
|
|
—
|
|
|
900
|
|
|
899
|
|
||||
Commercial paper
|
900
|
|
|
900
|
|
|
3,097
|
|
|
3,096
|
|
||||
Corporate debentures/ bonds
|
5,712
|
|
|
5,712
|
|
|
4,596
|
|
|
4,591
|
|
||||
Marketable securities
|
$
|
6,612
|
|
|
$
|
6,612
|
|
|
$
|
11,198
|
|
|
$
|
11,191
|
|
(1)
|
Level 1 fair values are defined as observable inputs such as quoted prices in active markets.
|
|
Estimated
Life
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||||
Website development
|
3 years
|
|
$
|
6,647
|
|
|
$
|
5,552
|
|
Computer equipment
|
3 years
|
|
5,340
|
|
|
4,172
|
|
||
Leasehold improvements
|
Life of lease
|
|
2,470
|
|
|
2,283
|
|
||
Furniture and fixtures
|
5 years
|
|
1,084
|
|
|
749
|
|
||
Software
|
3 years
|
|
318
|
|
|
266
|
|
||
Vehicles
|
5 years
|
|
109
|
|
|
53
|
|
||
Office equipment
|
5 years
|
|
46
|
|
|
40
|
|
||
Construction in progress
|
N/A
|
|
1,240
|
|
|
—
|
|
||
Property and equipment
|
|
|
17,254
|
|
|
13,115
|
|
||
Accumulated depreciation
|
|
|
(10,351
|
)
|
|
(7,641
|
)
|
||
Property and equipment, net
|
|
|
$
|
6,903
|
|
|
$
|
5,474
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization &
Impairment
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
Carrying
Amount
|
||||||||||||||
Intangible asset class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domain and trade names
|
$
|
33,742
|
|
|
$
|
(27,143
|
)
|
|
$
|
6,599
|
|
|
$
|
33,505
|
|
|
$
|
(11,255
|
)
|
|
$
|
(14,980
|
)
|
|
$
|
7,270
|
|
Customer relationships
|
11,041
|
|
|
(5,422
|
)
|
|
5,619
|
|
|
10,878
|
|
|
(3,826
|
)
|
|
—
|
|
|
7,052
|
|
|||||||
Technology
|
4,173
|
|
|
(4,092
|
)
|
|
81
|
|
|
4,160
|
|
|
(1,287
|
)
|
|
—
|
|
|
2,873
|
|
|||||||
Non-compete agreements
|
1,002
|
|
|
(883
|
)
|
|
119
|
|
|
982
|
|
|
(493
|
)
|
|
—
|
|
|
489
|
|
|||||||
Intangible assets, net
|
$
|
49,958
|
|
|
$
|
(37,540
|
)
|
|
$
|
12,418
|
|
|
$
|
49,525
|
|
|
$
|
(16,861
|
)
|
|
$
|
(14,980
|
)
|
|
$
|
17,684
|
|
•
|
A charge of
$14,980
due to the impairment of the value of the SideStep brand name and URL,
|
•
|
A change in estimate that resulted in acceleration of amortization based on the estimated decline in queries directed from our SideStep URL through December 2013 to reflect the gradual transition of users to the KAYAK URL.
|
2013
|
$
|
2,099
|
|
2014
|
1,845
|
|
|
2015
|
1,845
|
|
|
2016
|
1,845
|
|
|
2017
|
1,823
|
|
|
Thereafter
|
2,961
|
|
|
Total
|
$
|
12,418
|
|
Balance, December 31, 2009
|
$
|
142,982
|
|
Acquisition of swoodoo AG
|
11,144
|
|
|
Sale of TravelPost, Inc.
|
(2,353
|
)
|
|
Foreign currency translation
|
391
|
|
|
Balance, December 31, 2010
|
152,164
|
|
|
Acquisition of JaBo Software
|
4,138
|
|
|
Foreign currency translation
|
(625
|
)
|
|
Balance, December 31, 2011
|
155,677
|
|
|
Foreign currency translation
|
311
|
|
|
Balance, December 31, 2012
|
$
|
155,988
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Accrued Marketing
|
$
|
7,527
|
|
|
$
|
1,141
|
|
Income taxes payable
|
6,346
|
|
|
2,515
|
|
||
Accrued accounting & legal
|
1,651
|
|
|
573
|
|
||
Accrued search fees
|
1,529
|
|
|
1,243
|
|
||
Accrued bonus
|
1,080
|
|
|
5,792
|
|
||
Accrued vacation
|
1,264
|
|
|
824
|
|
||
Other accrued expenses
|
4,744
|
|
|
4,132
|
|
||
Accrued expenses and other current liabilities
|
$
|
24,141
|
|
|
$
|
16,220
|
|
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
19,299
|
|
|
$
|
12,665
|
|
|
$
|
3,648
|
|
State
|
4,349
|
|
|
3,864
|
|
|
3,576
|
|
|||
Foreign
|
1,961
|
|
|
2,844
|
|
|
146
|
|
|||
Total current
|
25,609
|
|
|
19,373
|
|
|
7,370
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(3,255
|
)
|
|
(9,454
|
)
|
|
3,844
|
|
|||
State
|
(2,125
|
)
|
|
(1,495
|
)
|
|
1,115
|
|
|||
Foreign
|
(698
|
)
|
|
(1,743
|
)
|
|
(209
|
)
|
|||
Total deferred
|
(6,078
|
)
|
|
(12,692
|
)
|
|
4,750
|
|
|||
Income tax expense
|
$
|
19,531
|
|
|
$
|
6,681
|
|
|
$
|
12,120
|
|
|
December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
U.S. Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefits
|
5.3
|
%
|
|
7.2
|
%
|
|
8.3
|
%
|
Compensation related to incentive stock options
|
1.6
|
%
|
|
6.0
|
%
|
|
7.1
|
%
|
Gain on sale of TravelPost
|
—
|
%
|
|
—
|
%
|
|
4.4
|
%
|
Research credits
|
(7.4
|
)%
|
|
—
|
%
|
|
—
|
%
|
Capitalized expenses
|
2.6
|
%
|
|
—
|
%
|
|
—
|
%
|
Tax contingencies
|
8.8
|
%
|
|
—
|
%
|
|
—
|
%
|
Mark-to-market adjustments
|
0.8
|
%
|
|
(2.6
|
)%
|
|
(4.8
|
)%
|
Change to valuation allowance
|
(1.2
|
)%
|
|
—
|
%
|
|
8.0
|
%
|
Foreign Rate Differential
|
6.5
|
%
|
|
(2.7
|
)%
|
|
—
|
%
|
Other
|
(1.1
|
)%
|
|
(2.1
|
)%
|
|
2.1
|
%
|
Effective income tax rate
|
50.9
|
%
|
|
40.8
|
%
|
|
60.1
|
%
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforward
|
$
|
4,462
|
|
|
$
|
4,037
|
|
Accruals and reserves
|
1,693
|
|
|
1,633
|
|
||
Stock compensation
|
9,947
|
|
|
6,431
|
|
||
Tax credits
|
60
|
|
|
21
|
|
||
Total gross deferred tax assets
|
16,162
|
|
|
12,122
|
|
||
Valuation allowance
|
(1,189
|
)
|
|
(1,627
|
)
|
||
Total deferred tax assets
|
14,973
|
|
|
10,495
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(3,944
|
)
|
|
(4,997
|
)
|
||
Net deferred tax asset
|
$
|
11,029
|
|
|
$
|
5,498
|
|
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Gross unrecognized tax benefits as of beginning of the period
|
$
|
840
|
|
|
$
|
513
|
|
|
$
|
231
|
|
Increases based on tax positions related to the current year
|
1,691
|
|
|
—
|
|
|
—
|
|
|||
Increases related to tax positions from prior fiscal years
|
2,690
|
|
|
327
|
|
|
282
|
|
|||
Decreases due to statute expiration
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements with tax authority
|
(319
|
)
|
|
—
|
|
|
—
|
|
|||
Total gross unrecognized tax benefits as of end of period
|
$
|
4,831
|
|
|
$
|
840
|
|
|
$
|
513
|
|
|
|
||
2013
|
$
|
3,125
|
|
2014
|
2,766
|
|
|
2015
|
2,660
|
|
|
2016
|
2,379
|
|
|
2017
|
1,575
|
|
|
Thereafter
|
6,238
|
|
|
Total
|
$
|
18,743
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
Risk free interest rate
|
—
|
|
0.4
|
%
|
Expected volatility
|
—
|
|
42.9
|
%
|
Expected life (in years)
|
—
|
|
3
|
|
Dividend yield
|
—
|
|
—
|
%
|
|
December 31, 2012
|
|
December 31, 2011
|
|
Risk free interest rate
|
—
|
|
0.3
|
%
|
Expected volatility
|
—
|
|
41.0
|
%
|
Expected life (in years)
|
—
|
|
2
|
|
Dividend yield
|
—
|
|
—
|
%
|
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Unvested at December 31, 2009
|
345
|
|
|
$
|
1.40
|
|
Granted
|
54,986
|
|
|
11.29
|
|
|
Vested
|
(55,331
|
)
|
|
11.23
|
|
|
Unvested at December 31, 2010
|
—
|
|
|
—
|
|
|
Granted
|
14,905
|
|
|
17.60
|
|
|
Vested
|
(14,905
|
)
|
|
17.60
|
|
|
Unvested at December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
Shares Settled in Cash
|
|
Shares Settled in Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
||||
Unvested at December 31, 2011
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
13,310
|
|
|
24,718
|
|
|
28.75
|
|
|
Vested
|
7,065
|
|
|
13,128
|
|
|
27.29
|
|
|
Forfeited/canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
Unvested at December 31, 2012
|
6,245
|
|
|
11,590
|
|
|
$
|
30.41
|
|
Expected to vest after December 31, 2012
(1)
|
5,303
|
|
|
9,855
|
|
|
$
|
30.42
|
|
|
Number of
Shares |
|
Weighted-Average
Exercise Price |
|
Aggregate
Intrinsic Value (1) |
|
Weighted-Average
Remaining Contractual Term (in years) |
|||||
Balance, December 31, 2011
|
9,086,586
|
|
|
$
|
10.79
|
|
|
$
|
86,590
|
|
|
7.3
|
Options granted
(2)
|
2,465,500
|
|
|
$
|
26.75
|
|
|
|
|
|
||
Exercised
|
(242,450
|
)
|
|
$
|
12.03
|
|
|
|
|
|
||
Canceled/forfeited
|
(630,800
|
)
|
|
$
|
20.21
|
|
|
|
|
|
||
Balance, December 31, 2012
|
10,678,836
|
|
|
$
|
13.89
|
|
|
$
|
275,899
|
|
|
6.9
|
Vested and exercisable as of December 31, 2012
|
6,347,735
|
|
|
$
|
8.69
|
|
|
$
|
196,939
|
|
|
5.7
|
Vested and exercisable as of December 31, 2012 and expected to vest thereafter
(3)
|
9,911,468
|
|
|
$
|
13.13
|
|
|
$
|
263,559
|
|
|
6.8
|
(1)
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the fair value of
$39.72
, and
$20.14
of our common stock on
December 31, 2012
, and 2011.
|
(2)
|
Includes
254,500
shares granted to non-employees. The assumptions used to value these grants are similar to those used for grants made to employees with the exception of the expected term.
|
(3)
|
Stock options expected to vest reflect an estimated forfeiture rate.
|
|
December 31, 2012
|
|
December 31, 2011
|
||
Risk-free interest rate
|
0.9
|
%
|
|
1.8
|
%
|
Expected volatility
|
44.9
|
%
|
|
43.8
|
%
|
Expected life (in years)
|
6
|
|
|
6
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
Options Outstanding
|
|
Options Exercisable and Vested
|
||||||||||||
Range of
Exercise
Prices
|
Number of Shares
|
|
Weighted Average
Remaining
Contractual Life
(in Years)
|
|
Weighted-
Average
Exercise Price
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise Price
|
||||||
$ 1.00 - $ 2.98
|
1,134,443
|
|
|
2.3
|
|
$
|
1.51
|
|
|
1,134,443
|
|
|
$
|
1.51
|
|
$5.00
|
1,362,500
|
|
|
4.4
|
|
$
|
5.00
|
|
|
1,362,500
|
|
|
$
|
5.00
|
|
$7.50
|
1,698,443
|
|
|
6.5
|
|
$
|
7.50
|
|
|
1,466,015
|
|
|
$
|
7.50
|
|
$11.29 - $13.00
|
1,154,000
|
|
|
7.3
|
|
$
|
12.62
|
|
|
818,263
|
|
|
$
|
12.59
|
|
$14.82
|
1,881,140
|
|
|
7.8
|
|
$
|
14.82
|
|
|
1,053,300
|
|
|
$
|
14.82
|
|
$15.50 - $25.50
|
1,530,810
|
|
|
8.4
|
|
$
|
21.13
|
|
|
513,214
|
|
|
$
|
19.02
|
|
$26.00
|
1,300,000
|
|
|
9.6
|
|
$
|
26.00
|
|
|
—
|
|
|
$
|
—
|
|
$26.50 - $40.70
|
617,500
|
|
|
9.6
|
|
$
|
29.93
|
|
|
—
|
|
|
$
|
—
|
|
$ 1.00 - $40.70
|
10,678,836
|
|
|
6.9
|
|
$
|
13.89
|
|
|
6,347,735
|
|
|
$
|
8.69
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
18,810
|
|
|
$
|
9,703
|
|
|
$
|
8,032
|
|
Redeemable convertible preferred stock dividends
|
(6,644
|
)
|
|
(11,745
|
)
|
|
(11,745
|
)
|
|||
Deemed dividend resulting from modification of redeemable convertible preferred stock
(1)
|
(2,929
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders—Basic
|
$
|
9,237
|
|
|
$
|
(2,042
|
)
|
|
$
|
(3,713
|
)
|
Weighted average common shares outstanding
|
20,731,507
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|||
Basic earnings (loss) per share
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.57
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders—Diluted
|
$
|
18,810
|
|
|
$
|
(2,042
|
)
|
|
$
|
(3,713
|
)
|
Weighted average common shares outstanding
|
20,731,507
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|||
Options to purchase common stock
|
5,587,890
|
|
|
—
|
|
|
—
|
|
|||
Redeemable convertible preferred stock (as converted basis)
|
15,139,084
|
|
|
—
|
|
|
—
|
|
|||
Convertible preferred stock warrants (as converted basis)
|
37,997
|
|
|
—
|
|
|
—
|
|
|||
Restricted Stock Units
|
8,777
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares and potentially diluted shares
|
41,505,255
|
|
|
7,309,202
|
|
|
6,463,639
|
|
|||
Diluted earnings (loss) per share
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.57
|
)
|
(1)
|
Additional preferred stock per Election and Amendment Agreement as discussed in “
- Note 11-Redeemable Convertible Preferred Stock
." Shares calculated based on common stock fair value of $
26.50
as of June 30, 2012.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Redeemable convertible preferred stock (as converted basis)
|
—
|
|
|
26,767,656
|
|
|
26,767,656
|
|
Options to purchase common stock
|
2,419,934
|
|
|
9,086,586
|
|
|
9,288,901
|
|
Convertible preferred stock warrants (as converted basis)
|
—
|
|
|
103,904
|
|
|
103,904
|
|
Common stock subject to repurchase
|
—
|
|
|
—
|
|
|
192,783
|
|
|
2,419,934
|
|
|
35,958,146
|
|
|
36,353,244
|
|
|
December 31,
2010
|
||
|
|
||
Risk free interest rate
|
0.2
|
%
|
|
Expected volatility
|
31.0
|
%
|
|
Expected life (in years)
|
0.5
|
|
|
Dividend yield
|
—
|
%
|
|
December 31,
2012
|
||
|
|
||
Risk free interest rate
|
1.8
|
%
|
|
Expected volatility
|
46.5
|
%
|
|
Expected life (in years)
|
9.3
|
|
|
Dividend yield
|
—
|
%
|
|
Level 3
Stock Put
Options
|
|
Level 3
Warrant
Instruments
|
|
Level 2
Non-Employee Common Stock Options |
||||||
Balance, December 31, 2009
|
$
|
—
|
|
|
$
|
1,081
|
|
|
|
||
Fair value at issuance
|
4,208
|
|
|
—
|
|
|
|
||||
Mark-to-market adjustment
|
(2,946
|
)
|
|
154
|
|
|
|
||||
Balance, December 31, 2010
|
1,262
|
|
|
1,235
|
|
|
|
||||
Mark-to-market adjustment
|
(1,126
|
)
|
|
(85
|
)
|
|
|
||||
Liquidation of put options
|
(136
|
)
|
|
—
|
|
|
|
||||
Balance, December 31, 2011
|
$
|
—
|
|
|
1,150
|
|
|
$
|
—
|
|
|
Mark-to-market adjustment
|
|
|
912
|
|
|
1,012
|
|
||||
Warrant exercise
|
|
|
(2,062
|
)
|
|
$
|
—
|
|
|||
Balance, December 31, 2012
|
|
|
$
|
—
|
|
|
$
|
1,012
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
145,665
|
|
|
$
|
149,254
|
|
Germany
|
19,226
|
|
|
20,205
|
|
||
Rest of the world
|
10,418
|
|
|
9,376
|
|
||
Total long-lived assets
|
$
|
175,309
|
|
|
$
|
178,835
|
|
|
|
Balance at Beginning of Period
|
|
Additions Charged to Expense
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2012
|
|
$
|
3,581
|
|
|
$
|
137
|
|
|
$
|
(810
|
)
|
|
$
|
2,908
|
|
Year Ended December 31, 2011
|
|
1,804
|
|
|
1,911
|
|
|
(134
|
)
|
|
3,581
|
|
||||
Year Ended December 31, 2010
|
|
966
|
|
|
1,475
|
|
|
(637
|
)
|
|
1,804
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred tax asset
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2012
|
|
$
|
1,627
|
|
|
$
|
1,189
|
|
|
$
|
(1,627
|
)
|
|
$
|
1,189
|
|
Year Ended December 31, 2011
|
|
1,617
|
|
|
10
|
|
|
—
|
|
|
1,627
|
|
||||
Year Ended December 31, 2010
|
|
—
|
|
|
1,617
|
|
|
—
|
|
|
1,617
|
|
1 Year Kayak Software Corp. - Class A (MM) Chart |
1 Month Kayak Software Corp. - Class A (MM) Chart |
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