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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 |
|
|
x
|
QUARTERLY 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)
|
Large accelerated filer
¨
|
Accelerated Filer
¨
|
Non-accelerated filer (Do not check if a smaller reporting company)
x
|
Smaller reporting company
¨
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
KAYAK Software Corporation and Subsidiaries
Consolidated Balance Sheets
(unaudited)
(In thousands, except share and per share amounts)
|
|||||||
|
March 31,
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
181,321
|
|
|
$
|
183,169
|
|
Marketable securities
|
1,985
|
|
|
6,612
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2,771 and $2,908 at March 31, 2013 and December 31, 2012, respectively
|
54,687
|
|
|
42,078
|
|
||
Deferred tax asset
|
1,927
|
|
|
1,927
|
|
||
Prepaid expenses and other current assets
|
7,130
|
|
|
3,831
|
|
||
Total current assets
|
247,050
|
|
|
237,617
|
|
||
Property and equipment, net
|
6,687
|
|
|
6,903
|
|
||
Intangible assets, net
|
11,415
|
|
|
12,418
|
|
||
Goodwill
|
155,527
|
|
|
155,988
|
|
||
Deferred tax asset
|
13,655
|
|
|
12,636
|
|
||
Other assets
|
1,362
|
|
|
1,483
|
|
||
Total assets
|
$
|
435,696
|
|
|
$
|
427,045
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
9,540
|
|
|
$
|
10,365
|
|
Accrued expenses and other current liabilities
|
23,924
|
|
|
24,141
|
|
||
Total current liabilities
|
33,464
|
|
|
34,506
|
|
||
Deferred tax liability
|
3,299
|
|
|
3,534
|
|
||
Other long-term liabilities
|
5,402
|
|
|
4,570
|
|
||
Total liabilities
|
42,165
|
|
|
42,610
|
|
||
Redeemable convertible preferred stock
|
|
|
|
||||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
||||
Preferred Stock, $0.001 par value; 5,000,000 shares authorized and no shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively.
|
—
|
|
|
—
|
|
||
Class A Common Stock, $0.001 par value; 150,000,000 shares authorized and 9,733,552 shares issued and outstanding and 4,823,373 shares issued and outstanding as of March 31, 2013 and at December 31, 2012, respectively.
|
10
|
|
|
5
|
|
||
Class B Common Stock, $0.001 par value; 50,000,000 shares authorized and 29,239,666 issued and outstanding and 33,851,525 shares issued and outstanding as of March 31, 2013 and at December 31, 2012, respectively.
|
29
|
|
|
34
|
|
||
Additional paid-in capital
|
381,044
|
|
|
373,023
|
|
||
Other comprehensive loss
|
(1,510
|
)
|
|
(458
|
)
|
||
Accumulated earnings
|
13,958
|
|
|
11,831
|
|
||
Total stockholders’ equity
|
393,531
|
|
|
384,435
|
|
||
Total liabilities and stockholders’ equity
|
$
|
435,696
|
|
|
$
|
427,045
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenues
|
$
|
82,307
|
|
|
$
|
73,338
|
|
Cost of revenues (excludes depreciation and amortization)
|
5,491
|
|
|
5,185
|
|
||
Selling, general and administrative expenses:
|
|
|
|
||||
Marketing
|
48,723
|
|
|
41,249
|
|
||
Personnel
|
15,112
|
|
|
11,913
|
|
||
Other general and administrative expenses
|
5,154
|
|
|
4,832
|
|
||
Total selling, general and administrative expenses (excludes depreciation and amortization)
|
68,989
|
|
|
57,994
|
|
||
Depreciation and amortization
|
1,592
|
|
|
2,050
|
|
||
Income from operations
|
6,235
|
|
|
8,109
|
|
||
Other income (expense)
|
|
|
|
||||
Interest income
|
71
|
|
|
21
|
|
||
Other expense
|
(253
|
)
|
|
(196
|
)
|
||
Total other expense
|
(182
|
)
|
|
(175
|
)
|
||
Income before taxes
|
6,053
|
|
|
7,934
|
|
||
Income tax expense
|
3,926
|
|
|
3,789
|
|
||
Net income
|
2,127
|
|
|
4,145
|
|
||
Redeemable convertible preferred stock dividends
|
—
|
|
|
(2,936
|
)
|
||
Net income attributed to common stockholders
|
$
|
2,127
|
|
|
$
|
1,209
|
|
Net income per common share
|
|
|
|
||||
Basic
|
$
|
0.05
|
|
|
$
|
0.17
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.11
|
|
Weighted average common shares
|
|
|
|
||||
Basic
|
38,813,838
|
|
|
7,037,280
|
|
||
Diluted
|
45,313,143
|
|
|
37,331,889
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Net Income
|
$
|
2,127
|
|
|
$
|
4,145
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Foreign currency translation adjustments
|
(1,052
|
)
|
|
1,154
|
|
||
Other comprehensive income (loss)
|
(1,052
|
)
|
|
1,154
|
|
||
Total comprehensive income
|
$
|
1,075
|
|
|
$
|
5,299
|
|
|
Class A Common Stock
|
Class B Common Stock
|
Additional
Paid-In
Capital
|
Other
Comprehensive
Loss
|
Accumulated
Equity
|
Total
Stock-holders’
Equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance, December 31, 2012
|
4,823,373
|
|
$
|
5
|
|
33,851,525
|
|
$
|
34
|
|
$
|
373,023
|
|
$
|
(458
|
)
|
$
|
11,831
|
|
$
|
384,435
|
|
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
4,932
|
|
—
|
|
—
|
|
$
|
4,932
|
|
|||||
Issuance of common stock upon exercise of stock options and warrants
|
3,091
|
|
—
|
|
295,229
|
|
—
|
|
2,268
|
|
—
|
|
—
|
|
$
|
2,268
|
|
|||||
Conversion of Class B common stock to Class A common stock
|
4,907,088
|
|
5
|
|
(4,907,088
|
)
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
|||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
821
|
|
—
|
|
—
|
|
$
|
821
|
|
|||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,052
|
)
|
—
|
|
$
|
(1,052
|
)
|
|||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,127
|
|
$
|
2,127
|
|
|||||
Balance, March 31, 2013
|
9,733,552
|
|
$
|
10
|
|
29,239,666
|
|
$
|
29
|
|
$
|
381,044
|
|
$
|
(1,510
|
)
|
$
|
13,958
|
|
$
|
393,531
|
|
KAYAK Software Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
(In thousands)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
2,127
|
|
|
$
|
4,145
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,592
|
|
|
2,050
|
|
||
Stock-based compensation expense
|
4,932
|
|
|
2,998
|
|
||
Excess tax benefits from exercise of stock options
|
(821
|
)
|
|
—
|
|
||
Deferred taxes
|
(1,151
|
)
|
|
(878
|
)
|
||
Mark to market adjustments
|
—
|
|
|
(21
|
)
|
||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(13,046
|
)
|
|
(16,577
|
)
|
||
Prepaid expenses and other current assets
|
(2,955
|
)
|
|
590
|
|
||
Accounts payable
|
(717
|
)
|
|
3,537
|
|
||
Accrued liabilities and other liabilities
|
1,530
|
|
|
1,662
|
|
||
Net cash from operating activities
|
(8,509
|
)
|
|
(2,494
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Capital expenditures
|
(783
|
)
|
|
(500
|
)
|
||
Purchase of marketable securities
|
—
|
|
|
(3,329
|
)
|
||
Maturities of marketable securities
|
4,591
|
|
|
5,951
|
|
||
Net cash from investing activities
|
3,808
|
|
|
2,122
|
|
||
Cash flows from (used in) financing activities
|
|
|
|
||||
Proceeds from exercise of stock options
|
723
|
|
|
186
|
|
||
Expenses related to the initial public offering
|
—
|
|
|
(47
|
)
|
||
Tax benefits realized from exercise of stock options
|
821
|
|
|
—
|
|
||
Repayment of Shareholder Loans
|
1,544
|
|
|
—
|
|
||
Net cash from financing activities
|
3,088
|
|
|
139
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(235
|
)
|
|
491
|
|
||
Increase (decrease) in cash and cash equivalents
|
(1,848
|
)
|
|
258
|
|
||
Cash and cash equivalents, beginning of period
|
183,169
|
|
|
35,127
|
|
||
Cash and cash equivalents, end of period
|
$
|
181,321
|
|
|
$
|
35,385
|
|
Supplemental disclosures of cash flow information
|
|
|
|
||||
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes
|
$
|
9,180
|
|
|
$
|
5,534
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2013
|
|
2012
|
||||
Customer A
|
|
$
|
9,203
|
|
|
$
|
5,485
|
|
Customer B
|
|
7,545
|
|
|
3,152
|
|
||
Customer C
|
|
5,310
|
|
|
3,813
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Amortized
Cost |
|
Level 1(1)
Fair Value |
|
Amortized
Cost
|
|
Level 1(1)
Fair Value |
||||||||
Commercial paper
|
—
|
|
|
—
|
|
|
900
|
|
|
900
|
|
||||
Corporate debentures/bonds
|
1,985
|
|
|
1,984
|
|
|
5,712
|
|
|
5,712
|
|
||||
Marketable securities
|
$
|
1,985
|
|
|
$
|
1,984
|
|
|
$
|
6,612
|
|
|
$
|
6,612
|
|
(1)
|
Level 1 fair values are defined as observable inputs such as quoted prices in active markets.
|
|
Estimated
Life
|
|
March 31,
|
|
December 31,
|
||||
|
2013
|
2012
|
|||||||
Website development
|
3 years
|
|
$
|
3,374
|
|
|
$
|
6,647
|
|
Computer equipment
|
3 years
|
|
4,999
|
|
|
5,340
|
|
||
Leasehold improvements
|
Life of lease
|
|
2,487
|
|
|
2,470
|
|
||
Furniture and fixtures
|
5 years
|
|
1,055
|
|
|
1,084
|
|
||
Software
|
3 years
|
|
608
|
|
|
318
|
|
||
Vehicles
|
5 years
|
|
109
|
|
|
109
|
|
||
Office equipment
|
5 years
|
|
35
|
|
|
46
|
|
||
Construction in progress
|
N/A
|
|
167
|
|
|
1,240
|
|
||
Property and equipment
|
|
|
12,834
|
|
|
17,254
|
|
||
Accumulated depreciation
|
|
|
(6,147
|
)
|
|
(10,351
|
)
|
||
Property and equipment, net
|
|
|
$
|
6,687
|
|
|
$
|
6,903
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible asset class
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domain and trade names
|
$
|
33,496
|
|
|
$
|
(27,297
|
)
|
|
$
|
6,199
|
|
|
$
|
33,742
|
|
|
$
|
(27,143
|
)
|
|
$
|
6,599
|
|
Customer relationships
|
10,799
|
|
|
(5,606
|
)
|
|
5,193
|
|
|
11,041
|
|
|
(5,422
|
)
|
|
5,619
|
|
||||||
Technology
|
4,153
|
|
|
(4,153
|
)
|
|
—
|
|
|
4,173
|
|
|
(4,092
|
)
|
|
81
|
|
||||||
Non-compete agreements
|
972
|
|
|
(949
|
)
|
|
23
|
|
|
1,002
|
|
|
(883
|
)
|
|
119
|
|
||||||
Intangible assets, net
|
$
|
49,420
|
|
|
$
|
(38,005
|
)
|
|
$
|
11,415
|
|
|
$
|
49,958
|
|
|
$
|
(37,540
|
)
|
|
$
|
12,418
|
|
Balance, December 31, 2012
|
$
|
155,988
|
|
Foreign currency translation
|
(461
|
)
|
|
Balance, March 31, 2013
|
$
|
155,527
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
Accrued marketing
|
$
|
11,480
|
|
|
$
|
7,527
|
|
Accrued search fees
|
2,254
|
|
|
1,529
|
|
||
Accrued bonus
|
2,059
|
|
|
1,080
|
|
||
Accrued vacation
|
1,555
|
|
|
1,264
|
|
||
Accrued professional fees
|
1,175
|
|
|
1,651
|
|
||
Income taxes payable
|
579
|
|
|
6,346
|
|
||
Other accrued expenses
|
4,822
|
|
|
4,744
|
|
||
Accrued expenses and other current liabilities
|
$
|
23,924
|
|
|
$
|
24,141
|
|
|
Shares Settled in Cash
|
|
Shares Settled in Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
||||
Balance, unvested at December 31, 2012
|
6,245
|
|
|
11,590
|
|
|
$
|
30.41
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
Vested
|
1,665
|
|
|
3,091
|
|
|
28.76
|
|
|
Forfeited/canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
Balance, unvested at March 31, 2013
|
4,580
|
|
|
8,499
|
|
|
$
|
31.01
|
|
Expected to vest after March 31, 2013
(1)
|
4,341
|
|
|
8,081
|
|
|
$
|
31.02
|
|
|
Number of
Shares |
|
Weighted-Average
Exercise Price |
|
Aggregate
Intrinsic Value (1) |
|
Weighted-Average
Remaining Contractual Term (in years) |
|||||
Balance, December 31, 2012
|
10,678,836
|
|
|
$
|
13.89
|
|
|
$
|
275,899
|
|
|
6.9
|
Options granted
|
45,000
|
|
|
$
|
40.32
|
|
|
|
|
|
||
Exercised
|
(295,229
|
)
|
|
$
|
2.45
|
|
|
|
|
|
||
Canceled/forfeited
|
(99,686
|
)
|
|
$
|
25.37
|
|
|
|
|
|
||
Balance, March 31, 2013
|
10,328,921
|
|
|
$
|
14.22
|
|
|
$
|
265,842
|
|
|
6.8
|
Vested and exercisable as of March 31, 2013
(2)
|
6,495,855
|
|
|
$
|
9.39
|
|
|
$
|
198,547
|
|
|
5.8
|
Vested and exercisable as of March 31, 2013 and expected to vest thereafter
(3)
|
9,764,644
|
|
|
$
|
13.75
|
|
|
$
|
255,912
|
|
|
6.7
|
(1)
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the fair value of
$39.96
, and
$39.72
of our Class A common stock on
March 31, 2013
and
December 31, 2012
, respectively.
|
(2)
|
Includes
254,500
shares granted to non-employees which are marked-to-market until they are fully vested. 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.
|
|
March 31, 2013
|
|
December 31, 2012
|
||
Risk-free interest rate
|
1.0
|
%
|
|
0.9
|
%
|
Expected volatility
|
45.9
|
%
|
|
44.9
|
%
|
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
|
873,026
|
|
|
2.1
|
|
$
|
1.60
|
|
|
873,026
|
|
|
$
|
1.60
|
|
$5.00
|
1,342,500
|
|
|
4.0
|
|
$
|
5.00
|
|
|
1,342,500
|
|
|
$
|
5.00
|
|
$7.50
|
1,692,443
|
|
|
5.9
|
|
$
|
7.50
|
|
|
1,573,637
|
|
|
$
|
7.50
|
|
$11.29 - $13.00
|
1,144,000
|
|
|
6.8
|
|
$
|
12.62
|
|
|
898,572
|
|
|
$
|
12.59
|
|
$14.82 - $15.50
|
2,001,140
|
|
|
7.5
|
|
$
|
14.86
|
|
|
1,275,810
|
|
|
$
|
14.88
|
|
$16.50 - $26.50
|
2,791,812
|
|
|
8.7
|
|
$
|
23.87
|
|
|
532,310
|
|
|
$
|
20.33
|
|
$27.29 - $40.70
|
484,000
|
|
|
9.5
|
|
$
|
31.58
|
|
|
—
|
|
|
$
|
—
|
|
$ 1.00 - $40.70
|
10,328,921
|
|
|
6.8
|
|
$
|
14.22
|
|
|
6,495,855
|
|
|
$
|
9.39
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Basic earnings per share:
|
|
|
|
||||
Net income
|
$
|
2,127
|
|
|
$
|
4,145
|
|
Redeemable convertible preferred stock dividends
|
—
|
|
|
(2,936
|
)
|
||
Net income attributable to common stockholders—Basic
|
$
|
2,127
|
|
|
$
|
1,209
|
|
Weighted average common shares outstanding
|
38,813,838
|
|
|
7,037,280
|
|
||
Basic earnings per share
|
$
|
0.05
|
|
|
$
|
0.17
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Diluted earnings per share:
|
|
|
|
||||
Net income attributable to common stockholders—Diluted
|
$
|
2,127
|
|
|
$
|
4,145
|
|
Weighted average common shares outstanding
|
38,813,838
|
|
|
7,037,280
|
|
||
Options to purchase common stock
|
6,497,730
|
|
|
3,491,255
|
|
||
Redeemable convertible preferred stock (as converted basis)
|
—
|
|
|
26,767,656
|
|
||
Restricted Stock Units
|
1,575
|
|
|
—
|
|
||
Convertible preferred stock warrants (as converted basis)
|
—
|
|
|
35,698
|
|
||
Weighted average shares and potentially diluted shares
|
45,313,143
|
|
|
37,331,889
|
|
||
Diluted earnings per share
|
$
|
0.05
|
|
|
$
|
0.11
|
|
|
Three Months Ended March 31,
|
||||
|
2013
|
|
2012
|
||
Options to purchase common stock
|
1,120,500
|
|
|
965,000
|
|
Convertible preferred stock warrants (as converted basis)
|
—
|
|
|
62,000
|
|
Restricted Stock Units
|
2,320
|
|
|
—
|
|
|
1,122,820
|
|
|
1,027,000
|
|
|
March 31,
2013
|
||
|
|
||
Risk free interest rate
|
1.9
|
%
|
|
Expected volatility
|
46.1
|
%
|
|
Expected life (in years)
|
9.1
|
|
|
Dividend yield
|
—
|
%
|
|
Level 2
Non-Employee Common Stock Options |
||
Balance, December 31, 2012
|
$
|
1,012
|
|
Mark-to-market adjustment
|
279
|
|
|
Balance, March 31, 2013
|
$
|
1,291
|
|
|
As of March 31,
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
145,368
|
|
|
$
|
145,665
|
|
Germany
|
18,313
|
|
|
19,226
|
|
||
Rest of the world
|
9,948
|
|
|
10,418
|
|
||
Total long-lived assets
|
$
|
173,629
|
|
|
$
|
175,309
|
|
•
|
For the three months ended March 31, 2013, we generated
$82.3 million
of revenues, representing growth of
12.2%
over the three months ended March 31, 2012.
|
•
|
For the three months ended March 31, 2013, we generated income from operations of
$6.2 million
representing a decline of
23.1%
over the three months ended March 31, 2012.
|
•
|
For the three months ended March 31, 2013, we had Adjusted EBITDA of
$13.1 million
representing a decline of
0.4%
over the three months ended March 31, 2012. 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” below for an additional description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income from operations.
|
•
|
For the three months ended March 31, 2013, we processed
358 million
user queries for travel information, representing growth of
18.1%
over the three months ended March 31, 2012.
|
•
|
KAYAK mobile applications have been downloaded over
26 million
times since their introduction in March 2009. For the three months ended March 31, 2013, we had approximately
3 million
downloads, representing growth of
17%
over the three months ended March 31, 2012.
|
•
|
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)
|
|||||||
|
Three months ended
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Income from operations
|
$
|
6,235
|
|
|
$
|
8,109
|
|
Other expense, net
|
(253
|
)
|
|
(196
|
)
|
||
Depreciation and amortization
|
1,592
|
|
|
2,050
|
|
||
EBITDA
|
7,574
|
|
|
9,963
|
|
||
Stock-based compensation
|
4,932
|
|
|
2,998
|
|
||
Expenses related to the merger with priceline.com
|
350
|
|
|
—
|
|
||
Other expense, net
|
253
|
|
|
196
|
|
||
Adjusted EBITDA
|
$
|
13,109
|
|
|
$
|
13,157
|
|
|
Three Months ended March 31,
|
|
% increase
(decrease) |
|||||||
|
(Amounts in thousands (except RPM))
|
|
||||||||
|
2013
|
|
2012
|
|
||||||
Revenues
|
$
|
82,307
|
|
|
$
|
73,338
|
|
|
12.2
|
%
|
Queries
|
357,815
|
|
|
302,984
|
|
|
18.1
|
%
|
||
RPM
|
$
|
230
|
|
|
$
|
242
|
|
|
(5.0
|
)%
|
|
Three Months ended March 31,
|
|
% increase
(decrease) |
|||||||
|
(Amounts in thousands (except RPM))
|
|
||||||||
|
2013
|
|
2012
|
|
||||||
Estimated Mobile Queries
|
71,869
|
|
|
45,030
|
|
|
59.6
|
%
|
||
Estimated Mobile RPM
|
$
|
63
|
|
|
$
|
38
|
|
|
65.8
|
%
|
Estimated Website Queries
|
285,946
|
|
|
257,954
|
|
|
10.9
|
%
|
||
Estimated Website RPM
|
$
|
272
|
|
|
$
|
278
|
|
|
(2.2
|
)%
|
|
Three Months ended March 31,
|
|
%
increase (decrease) |
|||||||
|
(Dollar amounts in thousands)
|
|
||||||||
|
2013
|
|
2012
|
|
||||||
Cost of revenues
|
$
|
5,491
|
|
|
$
|
5,185
|
|
|
5.9
|
%
|
% of total revenues
|
6.7
|
%
|
|
7.1
|
%
|
|
|
|
Three Months ended March 31,
|
|
|
|||||||
|
(Dollar amounts in thousands)
|
|
% increase
(decrease)
|
|||||||
|
2013
|
|
2012
|
|
||||||
Brand marketing
|
$
|
23,817
|
|
|
$
|
20,898
|
|
|
14.0
|
%
|
% of total revenues
|
28.9
|
%
|
|
28.5
|
%
|
|
|
|||
Online marketing fees
|
$
|
24,004
|
|
|
$
|
18,520
|
|
|
29.6
|
%
|
% of total revenues
|
29.2
|
%
|
|
25.3
|
%
|
|
|
|||
Other marketing
|
$
|
902
|
|
|
$
|
1,831
|
|
|
(50.7
|
)%
|
% of total revenues
|
1.1
|
%
|
|
2.5
|
%
|
|
|
|||
Total marketing expense
|
$
|
48,723
|
|
|
$
|
41,249
|
|
|
18.1
|
%
|
% of total revenues
|
59.2
|
%
|
|
56.2
|
%
|
|
|
|
Three Months ended March 31,
|
|
% increase
|
|||||||
|
(Dollar amounts in thousands)
|
|
||||||||
|
2013
|
|
2012
|
|
(decrease)
|
|||||
Salaries, benefits and taxes
|
$
|
10,571
|
|
|
$
|
8,915
|
|
|
18.6
|
%
|
% of total revenues
|
12.8
|
%
|
|
12.2
|
%
|
|
|
|||
Stock-based compensation
|
$
|
4,541
|
|
|
$
|
2,998
|
|
|
51.5
|
%
|
% of total revenues
|
5.5
|
%
|
|
4.1
|
%
|
|
|
|||
Total personnel
|
$
|
15,112
|
|
|
$
|
11,913
|
|
|
26.9
|
%
|
% of total revenues
|
18.4
|
%
|
|
16.2
|
%
|
|
|
|
Three Months ended March 31,
|
|
% increase
|
|||||||
|
(Dollar amounts
in thousands)
|
|
||||||||
|
2013
|
|
2012
|
|
(decrease)
|
|||||
Other general and administrative expenses
|
$
|
5,154
|
|
|
$
|
4,832
|
|
|
6.7
|
%
|
% of total revenues
|
6.3
|
%
|
|
6.6
|
%
|
|
|
|
Three Months ended March 31,
|
|
% increase
(decrease)
|
|||||||
|
(Dollar amounts in thousands)
|
|
||||||||
|
2013
|
|
2012
|
|
||||||
Amortization
|
$
|
655
|
|
|
$
|
1,415
|
|
|
(53.7
|
)%
|
% of total revenues
|
0.8
|
%
|
|
1.9
|
%
|
|
|
|||
Depreciation
|
$
|
937
|
|
|
$
|
635
|
|
|
47.6
|
%
|
% of total revenues
|
1.1
|
%
|
|
0.9
|
%
|
|
|
|||
Total depreciation and amortization
|
$
|
1,592
|
|
|
$
|
2,050
|
|
|
(22.3
|
)%
|
% of total revenues
|
1.9
|
%
|
|
2.8
|
%
|
|
|
|
2013
Quarter
ended
|
|
2012
Quarters ended
|
|
2011
Quarters ended
|
||||||||||||||||||||||||||
|
Mar 31
|
|
Dec 31
|
|
Sept 30
|
|
June 30
|
|
Mar 31
|
|
Dec 31
|
|
Sept 30
|
|
June 30
|
||||||||||||||||
Revenues
|
$
|
82,307
|
|
|
$
|
63,843
|
|
|
$
|
78,604
|
|
|
$
|
76,938
|
|
|
$
|
73,338
|
|
|
$
|
53,947
|
|
|
$
|
61,160
|
|
|
$
|
56,753
|
|
Cost of revenues (excludes depreciation and amortization)
|
5,491
|
|
|
4,841
|
|
|
4,908
|
|
|
4,807
|
|
|
5,185
|
|
|
4,818
|
|
|
4,151
|
|
|
4,684
|
|
||||||||
Selling, general, and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marketing
|
48,723
|
|
|
32,627
|
|
|
40,042
|
|
|
39,409
|
|
|
41,249
|
|
|
23,601
|
|
|
28,935
|
|
|
30,025
|
|
||||||||
Personnel
|
15,112
|
|
|
13,821
|
|
|
12,393
|
|
|
11,306
|
|
|
11,913
|
|
|
10,660
|
|
|
10,286
|
|
|
9,800
|
|
||||||||
Other general and administrative expenses
|
5,154
|
|
|
9,415
|
|
|
4,256
|
|
|
3,615
|
|
|
4,832
|
|
|
4,823
|
|
|
3,196
|
|
|
4,164
|
|
||||||||
Total selling, general and administrative expenses (excludes depreciation and amortization)
|
68,989
|
|
|
55,863
|
|
|
56,691
|
|
|
54,330
|
|
|
57,994
|
|
|
39,084
|
|
|
42,417
|
|
|
43,989
|
|
||||||||
Depreciation and amortization
|
1,592
|
|
|
2,095
|
|
|
2,078
|
|
|
2,050
|
|
|
2,050
|
|
|
2,149
|
|
|
1,935
|
|
|
2,341
|
|
||||||||
Income (loss) from operations
|
$
|
6,235
|
|
|
$
|
1,044
|
|
|
$
|
14,927
|
|
|
$
|
15,751
|
|
|
$
|
8,109
|
|
|
$
|
7,896
|
|
|
$
|
12,657
|
|
|
$
|
5,739
|
|
Other income (expense)
|
(182
|
)
|
|
16
|
|
|
(765
|
)
|
|
(566
|
)
|
|
(175
|
)
|
|
1,581
|
|
|
(426
|
)
|
|
330
|
|
||||||||
Income tax (expense) benefit
|
(3,926
|
)
|
|
(1,637
|
)
|
|
(6,208
|
)
|
|
(7,897
|
)
|
|
(3,789
|
)
|
|
(3,604
|
)
|
|
(5,263
|
)
|
|
(2,293
|
)
|
||||||||
Net income
|
2,127
|
|
|
(577
|
)
|
|
7,954
|
|
|
7,288
|
|
|
4,145
|
|
|
5,873
|
|
|
6,968
|
|
|
3,776
|
|
||||||||
Net (loss) income attributed to common stockholders
|
2,127
|
|
|
(577
|
)
|
|
7,182
|
|
|
1,423
|
|
|
1,209
|
|
|
2,937
|
|
|
4,031
|
|
|
840
|
|
||||||||
Net loss income per common share (after redeemable convertible preferred stock dividends):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.24
|
|
|
$
|
0.20
|
|
|
$
|
0.17
|
|
|
$
|
0.42
|
|
|
$
|
0.55
|
|
|
$
|
0.11
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.10
|
|
|
Three Months
Ended March 31, 2013
(unaudited)
|
||||||
|
2013
|
|
2012
|
||||
|
|
||||||
Cash flows from operating activities
|
$
|
(8,509
|
)
|
|
$
|
(2,494
|
)
|
Cash flows from investing activities
|
3,808
|
|
|
2,122
|
|
||
Cash flows from financing activities
|
3,088
|
|
|
139
|
|
•
|
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 Securities Exchange Act of 1934, as amended, of 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.
|
Exhibit No.
|
Description
|
31.1*
|
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
|
|
|
KAYAK SOFTWARE CORPORATION
|
|
|
|
Date: May 14, 2013
|
By:
|
/s/ Daniel Stephen Hafner
|
|
Name:
|
Daniel Stephen Hafner
|
|
Title:
|
Chief Executive Officer and Director
|
1 Year Kayak Software Corp. - Class A (MM) Chart |
1 Month Kayak Software Corp. - Class A (MM) Chart |
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