Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'GRUB | ' |
Entity Registrant Name | 'GRUBHUB INC. | ' |
Entity Central Index Key | '0001594109 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 78,800,882 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $112,760 | $86,542 |
Accounts receivable, less allowances for doubtful accounts | 38,116 | 27,725 |
Income taxes receivable | 1,821 | 1,579 |
Deferred taxes, current | 3,688 | 3,688 |
Prepaid expenses | 2,352 | 2,625 |
Total current assets | 158,737 | 122,159 |
PROPERTY AND EQUIPMENT: | ' | ' |
Property and equipment, net of depreciation and amortization | 17,332 | 17,096 |
OTHER ASSETS: | ' | ' |
Other assets | 1,975 | 2,328 |
Goodwill | 352,788 | 352,788 |
Acquired intangible assets, net of amortization | 264,915 | 268,441 |
Total other assets | 619,678 | 623,557 |
TOTAL ASSETS | 795,747 | 762,812 |
CURRENT LIABILITIES: | ' | ' |
Restaurant food liability | 96,923 | 78,245 |
Accounts payable | 3,297 | 3,353 |
Accrued payroll | 2,663 | 1,720 |
Taxes payable | 1,046 | 1,768 |
Other accruals | 11,085 | 7,505 |
Total current liabilities | 115,014 | 92,591 |
LONG TERM LIABILITIES: | ' | ' |
Deferred taxes, non-current | 94,805 | 90,495 |
Other accruals | 2,775 | 3,936 |
Total long term liabilities | 97,580 | 94,431 |
Commitments and Contingencies | ' | ' |
Redeemable common stock, $0.0001 par value, 1,344,236 shares outstanding as of March 31, 2014 and December 31, 2013, no shares as of pro forma March 31, 2014 | 34,950 | 18,415 |
STOCKHOLDERS' EQUITY: | ' | ' |
Series A Convertible Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares at March 31, 2014 and December 31, 2013; Issued and outstanding: 19,284,113 shares as of March 31, 2014 and December 31, 2013; aggregate liquidation preference of $86,200 as of March 31, 2014 and December 31, 2013, no shares as of pro forma March 31, 2014 | 2 | 2 |
Common stock, $0.0001 par value. Authorized: 500,000,000 and 165,000,000 shares at March 31, 2014 and December 31, 2013, respectively; issued and outstanding: 54,083,204, 78,711,553 and 53,757,437 shares as of March 31, 2014, pro forma March 31, 2014 and December 31, 2013, respectively | 5 | 5 |
Accumulated other comprehensive income | 181 | 132 |
Additional paid-in capital | 486,782 | 500,356 |
Retained earnings | 61,233 | 56,880 |
Total Stockholders' Equity | 548,203 | 557,375 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 795,747 | 762,812 |
Pro Forma | ' | ' |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | 208,221 | ' |
Accounts receivable, less allowances for doubtful accounts | 38,116 | ' |
Income taxes receivable | 1,821 | ' |
Deferred taxes, current | 3,688 | ' |
Prepaid expenses | 2,352 | ' |
Total current assets | 254,198 | ' |
PROPERTY AND EQUIPMENT: | ' | ' |
Property and equipment, net of depreciation and amortization | 17,332 | ' |
OTHER ASSETS: | ' | ' |
Other assets | 1,975 | ' |
Goodwill | 352,788 | ' |
Acquired intangible assets, net of amortization | 264,915 | ' |
Total other assets | 619,678 | ' |
TOTAL ASSETS | 891,208 | ' |
CURRENT LIABILITIES: | ' | ' |
Restaurant food liability | 96,923 | ' |
Accounts payable | 3,297 | ' |
Accrued payroll | 2,663 | ' |
Taxes payable | 1,046 | ' |
Other accruals | 11,085 | ' |
Total current liabilities | 115,014 | ' |
LONG TERM LIABILITIES: | ' | ' |
Deferred taxes, non-current | 94,805 | ' |
Other accruals | 2,775 | ' |
Total long term liabilities | 97,580 | ' |
Commitments and Contingencies | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Common stock, $0.0001 par value. Authorized: 500,000,000 and 165,000,000 shares at March 31, 2014 and December 31, 2013, respectively; issued and outstanding: 54,083,204, 78,711,553 and 53,757,437 shares as of March 31, 2014, pro forma March 31, 2014 and December 31, 2013, respectively | 8 | ' |
Accumulated other comprehensive income | 181 | ' |
Additional paid-in capital | 617,192 | ' |
Retained earnings | 61,233 | ' |
Total Stockholders' Equity | 678,614 | 557,375 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $891,208 | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Redeemable common stock, par value | $0.00 | $0.00 |
Redeemable common stock, shares outstanding | 1,344,236 | 1,344,236 |
Series A Convertible Preferred Stock, par value | $0.00 | $0.00 |
Series A Convertible Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Series A Convertible Preferred Stock, shares issued | 19,284,113 | 19,284,113 |
Series A Convertible Preferred Stock, shares outstanding | 19,284,113 | 19,284,113 |
Series A Convertible Preferred Stock, liquidation preference | $86,200 | $86,200 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 165,000,000 |
Common stock, shares issued | 54,083,204 | 53,757,437 |
Common stock, shares outstanding | 54,083,204 | 53,757,437 |
Pro Forma | ' | ' |
Redeemable common stock, par value | $0.00 | ' |
Redeemable common stock, shares outstanding | 0 | ' |
Series A Convertible Preferred Stock, par value | $0.00 | ' |
Series A Convertible Preferred Stock, shares authorized | 0 | ' |
Series A Convertible Preferred Stock, shares issued | 0 | ' |
Series A Convertible Preferred Stock, shares outstanding | 0 | ' |
Series A Convertible Preferred Stock, liquidation preference | $0 | ' |
Common stock, par value | $0.00 | ' |
Common stock, shares authorized | 500,000,000 | ' |
Common stock, shares issued | 78,711,553 | ' |
Common stock, shares outstanding | 78,711,553 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues | $58,613 | $25,801 |
Costs and expenses: | ' | ' |
Sales and marketing | 16,117 | 10,100 |
Operations and support | 15,107 | 5,977 |
Technology (exclusive of amortization) | 5,347 | 2,647 |
General and administrative | 8,324 | 2,903 |
Depreciation and amortization | 5,515 | 1,796 |
Total costs and expenses | 50,410 | 23,423 |
Income before provision for income taxes | 8,203 | 2,378 |
Provision for income taxes | 3,850 | 1,122 |
Net income attributable to common stockholders | $4,353 | $1,256 |
Net income per share attributable to common stockholders: | ' | ' |
Basic | $0.08 | $0.04 |
Diluted | $0.06 | $0.03 |
Weighted average shares used to compute net income per share attributable to common stockholders: | ' | ' |
Basic | 55,210 | 31,364 |
Diluted | 77,635 | 43,146 |
Pro Forma | ' | ' |
Pro forma net income per share attributable to common stockholders: | ' | ' |
Basic | $0.06 | $0.03 |
Diluted | $0.06 | $0.03 |
Weighted average shares used to compute net income per share attributable to common stockholders: | ' | ' |
Basic | 74,494 | 42,550 |
Diluted | 77,635 | 43,146 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income | $4,353 | $1,256 |
OTHER COMPREHENSIVE INCOME | ' | ' |
Foreign currency translation adjustments | 49 | -224 |
COMPREHENSIVE INCOME | $4,402 | $1,032 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | $4,353 | $1,256 |
Adjustments to reconcile net income to net cash from operating activities: | ' | ' |
Depreciation | 1,168 | 616 |
Provision for doubtful accounts | 361 | 20 |
Deferred taxes | 3,208 | -152 |
Intangible asset amortization | 4,347 | 1,180 |
Tenant allowance amortization | -40 | -39 |
Stock-based compensation | 2,403 | 621 |
Deferred rent | -21 | -31 |
Change in assets and liabilities, net of the effects of business acquisitions: | ' | ' |
Accounts receivable | -10,752 | -6,374 |
Income taxes receivable | -242 | ' |
Prepaid expenses and other assets | 626 | 323 |
Accounts payable | -56 | 2,401 |
Restaurant food liability | 18,678 | 14,160 |
Accrued payroll | 943 | 570 |
Other accruals | 2,860 | -31 |
Net cash provided by operating activities | 27,836 | 14,520 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Capitalized website and development costs | -449 | -676 |
Purchases of property and equipment | -1,776 | -2,711 |
Net cash used in investing activities | -2,225 | -3,387 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from exercise of stock options | 1,036 | 83 |
Taxes paid related to net settlements of stock-based compensation awards | -362 | ' |
Repurchases of common stock | -116 | -1,194 |
Net cash provided by (used in) financing activities | 558 | -1,111 |
Net increase in cash and cash equivalents | 26,169 | 10,022 |
Effect of exchange rates on cash | 49 | -224 |
Cash and cash equivalents at beginning of year | 86,542 | 41,161 |
Cash and cash equivalents at end of the period | 112,760 | 50,959 |
SUPPLEMENTAL DISCLOSURE | ' | ' |
Cash paid for income taxes | 395 | 1,340 |
Cashless exercise of stock options | 332 | ' |
Settlement of receivable through cashless acquisition of treasury shares in connection with the cashless exercise of stock options | -810 | ' |
Cashless Exercise | ' | ' |
SUPPLEMENTAL DISCLOSURE | ' | ' |
Settlement of receivable through cashless acquisition of treasury shares in connection with the cashless exercise of stock options | ($694) | ' |
Organization_and_Reorganizatio
Organization and Reorganization | 3 Months Ended |
Mar. 31, 2014 | |
Organization and Reorganization | ' |
1. Organization and Reorganization | |
Organization | |
GrubHub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the “Company”) provide an online and mobile platform for restaurant pick-up and delivery orders. Diners enter their location through an online interface and the Company displays the menus and other relevant information for restaurants in its network. Orders may be placed directly online or over the phone at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based. | |
Initial Public Offering | |
The Company completed an initial public offering (the “IPO”) of its common stock on April 4, 2014. See Note 11, Subsequent Events, for additional details. | |
Reorganization and History | |
On August 8, 2013, GrubHub Inc. acquired, through a series of transactions, all of the equity interests of each of Seamless North America, LLC, Seamless Holdings Corporation (“Seamless Holdings”) and GrubHub Holdings Inc. pursuant to that certain Reorganization and Contribution Agreement, dated as of May 19, 2013, by and among GrubHub Inc., Seamless North America, LLC, Seamless Holdings, GrubHub Holdings Inc. and the other parties thereto (the “Reorganization Agreement”). Following this transaction, the Company concluded that Seamless Holdings was deemed the acquirer for financial reporting purposes. See Note 3, Acquisitions, for additional details. Accordingly, the acquisition of GrubHub Holdings Inc. has been accounted for as a business combination. The results of operations of GrubHub Holdings Inc. have been included in the Company’s financial statements since August 9, 2013. In February 2014, GrubHub Seamless Inc. was renamed GrubHub Inc. | |
The financial position and results of operations of Seamless Holdings and Seamless North America, LLC have been included in the condensed consolidated financial statements for all periods presented. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated interim financial statements include the accounts of GrubHub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments as described in the paragraph below, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the Company’s prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 on April 7, 2014. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. | |
Use of Estimates | |
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets and stock-based compensation. Actual results could differ from these estimates. | |
Pro Forma Presentation | |
The unaudited pro forma balance sheet and income statement presentation give effect to the following items related to the IPO in April of 2014: (1) issuance of 4,000,000 shares of common stock at a price of $26.00 per share, net of deducted underwriting discounts and estimated offering costs, (2) conversion of 19,284,113 shares of preferred stock into common stock and (3) termination of the put rights on 1,344,236 shares of redeemable common stock. The unaudited pro forma net income per share is computed using the net income divided by pro forma weighted average number of shares outstanding. Pro forma weighted average number of shares outstanding assumes the preferred stock and redeemable common stock conversion had occurred as of January 1, 2014. See Note 11, Subsequent Events, for further discussion of the IPO. | |
Reverse Stock Split Ratio | |
On April 2, 2014, the Company effected a 1-for-2 reverse stock split of its issued and outstanding common stock and preferred stock. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. All share and per-share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split. | |
Recently Issued Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11 “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”), which requires that a liability related to an unrecognized tax benefit be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 was effective for and adopted by the Company in the first quarter of 2014 and will be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The adoption of ASU 2013-11 impacted the Company’s financial statement presentation and disclosures, but otherwise did not impact the Company’s condensed consolidated financial position, results of operations or cash flows. | |
In February 2013, the FASB issued Accounting Standards Update No. 2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), which requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the income statement or as a separate disclosure in the notes. ASU 2013-02 was effective for and adopted by the Company in the first quarter of 2013. The adoption of ASU 2013-02 impacted the Company’s financial statement presentation and disclosures, but otherwise did not impact the Company’s condensed consolidated financial position, results of operations or cash flows. |
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisitions | ' | ||||
3. Acquisitions | |||||
GrubHub Holdings Inc. | |||||
On August 8, 2013, the Company acquired all of the equity interests of each of Seamless North America, LLC, Seamless Holdings and GrubHub Holdings Inc. pursuant to the Reorganization Agreement. In February 2014, GrubHub, Inc. changed its name to GrubHub Holdings Inc. The Company issued 23,318,580 shares of common stock and 8,098,430 shares of preferred stock to GrubHub Holdings Inc. in exchange for all of GrubHub Holdings Inc.’s equity interests (the “Merger”). The Company concluded that Seamless Holdings was deemed the acquirer for financial reporting purposes based on key deciding factors such as a majority ownership and majority of the board of director seats. Accordingly, the acquisition of GrubHub Holdings Inc. has been accounted for as a business combination. The results of operations of GrubHub Holdings Inc. have been included in the Company’s financial statements since August 9, 2013. GrubHub Holdings Inc. provides online food ordering through its website grubhub.com, and also operates allmenus.com, a website that stores and displays approximately 275,000 menus. The Merger has expanded the Company’s existing markets and access to new customers and created revenue and cost synergies which management believes will contribute to future profits. | |||||
The fair value of the equity issued to GrubHub Holdings Inc. in connection with the Merger was approximately $421.5 million. The value of the equity was determined using the estimated fair value of the stock of GrubHub Holdings Inc. at the merger date based on a valuation of GrubHub Holdings Inc. performed by management. The assets acquired and liabilities assumed were recorded at their estimated fair values as of August 8, 2013. The fair value of the equity of $421.5 million included approximately $11.0 million related to the fair value of the replacement awards that were attributed to the pre-combination service period for GrubHub Holdings Inc. option holders. The fair value of the replacement awards was determined using the Black-Scholes option pricing model. Post combination expense of $12.5 million is expected to be recognized post-Merger for the unrecognized compensation expense related to GrubHub Holdings Inc. stock options. See Note 7, Stock-Based Compensation, for further details. | |||||
The excess of the consideration transferred in the acquisition over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill, which represents the opportunity to expand existing markets and access new customers and to create revenue and cost synergies that management believes will contribute to future profits. The goodwill is not deductible for income tax purposes. | |||||
The Company incurred certain expenses directly and indirectly related to the Merger of $0.4 million during the three months ended March 31, 2013, which were recognized in general and administrative expenses within the condensed consolidated statements of operations. | |||||
The following table summarizes the August 8, 2013 acquisition-date fair value of the assets and liabilities acquired in connection with the GrubHub Holdings Inc. business combination: | |||||
(in thousands) | |||||
Cash and cash equivalents | $ | 13,266 | |||
Accounts receivable | 2,108 | ||||
Other identifiable assets | 4,422 | ||||
Customer and vendor relationships | 167,450 | ||||
Deferred tax asset | 4,013 | ||||
Deferred tax liability | (88,937 | ) | |||
Developed technology | 5,143 | ||||
Goodwill | 239,346 | ||||
Liabilities assumed | (10,602 | ) | |||
Trademarks | 85,276 | ||||
Total net assets acquired | $ | 421,485 | |||
The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the customer (restaurant) relationships, developed technology and trademarks. The fair value of the trademarks was measured based on the relief from royalty method. The cost approach, specifically the cost to recreate method, was used to value the developed technology. The income approach, specifically the multi-period excess earnings method, was used to value the customer (restaurant) relationships. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements under the fair value hierarchy. | |||||
The results of operations related to GrubHub Holdings Inc. have been included in the Company’s financial statements since August 9, 2013. | |||||
The following unaudited pro forma information presents a summary of the operating results of the Company for the three months ended March 31, 2013 as if GrubHub Inc. had acquired GrubHub Holdings Inc. as of January 1, 2013: | |||||
Three Months Ended | |||||
March 31, 2013 | |||||
(in thousands) | |||||
Revenues | $ | 39,377 | |||
Net loss | (749 | ) | |||
The pro forma adjustments reflect the additional amortization that would have been recognized for the intangible assets, replacement stock option awards compensation cost for services performed after the Merger, elimination of transaction costs incurred and pro forma tax adjustments for the three months ended March 31, 2013 as follows: | |||||
Three Months Ended | |||||
March 31, 2013 | |||||
(in thousands) | |||||
Amortization of intangible assets | $ | 2,675 | |||
Stock-based compensation | 1,214 | ||||
Transaction costs | (761 | ) | |||
Income tax benefit | (2,037 | ) | |||
The unaudited pro forma revenues are not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the Merger been completed as of the beginning of the periods presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. |
Goodwill_and_Acquired_Intangib
Goodwill and Acquired Intangible Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Goodwill and Acquired Intangible Assets | ' | ||||||||||||
4. Goodwill and Acquired Intangible Assets | |||||||||||||
The components of acquired intangible assets as of March 31, 2014 and December 31, 2013 were as follows: | |||||||||||||
March 31, 2014 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Carrying | Amortization | Carrying | |||||||||||
Amount | Value | ||||||||||||
(in thousands) | |||||||||||||
Developed technology | $ | 5,143 | $ | (1,106 | ) | $ | 4,037 | ||||||
Customer and vendor relationships, databases | 191,979 | (20,777 | ) | 171,202 | |||||||||
Total amortizable intangible assets | 197,122 | (21,883 | ) | 175,239 | |||||||||
Indefinite-lived trademarks | 89,676 | — | 89,676 | ||||||||||
Total acquired intangible assets | $ | 286,798 | $ | (21,883 | ) | $ | 264,915 | ||||||
December 31, 2013 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Carrying | Amortization | Carrying | |||||||||||
Amount | Value | ||||||||||||
(in thousands) | |||||||||||||
Developed technology | $ | 5,143 | $ | (677 | ) | $ | 4,466 | ||||||
Customer and vendor relationships, databases | 191,979 | (17,680 | ) | 174,299 | |||||||||
Total amortizable intangible assets | 197,122 | (18,357 | ) | 178,765 | |||||||||
Indefinite-lived trademarks | 89,676 | — | 89,676 | ||||||||||
Total acquired intangible assets | $ | 286,798 | $ | (18,357 | ) | $ | 268,441 | ||||||
Amortization expense for acquired intangible assets for the three months ended March 31, 2014 and 2013 was $3.5 million and $0.5 million, respectively. | |||||||||||||
There were no changes in the carrying amount of goodwill for the three months ended March 31, 2014. | |||||||||||||
Estimated future amortization expense of acquired intangible assets as of March 31, 2014 was as follows: | |||||||||||||
(in thousands) | |||||||||||||
The remainder of 2014 | $ | 10,576 | |||||||||||
2015 | 14,102 | ||||||||||||
2016 | 13,344 | ||||||||||||
2017 | 12,068 | ||||||||||||
2018 | 12,068 | ||||||||||||
Thereafter | 113,081 | ||||||||||||
Total | $ | 175,239 | |||||||||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property and Equipment | ' | ||||||||
5. Property and Equipment | |||||||||
The components of the Company’s property and equipment as of March 31, 2014 and December 31, 2013 were as follows: | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
(in thousands) | |||||||||
Computer equipment | $ | 10,980 | $ | 9,739 | |||||
Furniture and fixtures | 2,361 | 2,176 | |||||||
Developed software | 14,379 | 13,930 | |||||||
Purchased software | 2,129 | 2,124 | |||||||
Leasehold improvements | 6,465 | 6,120 | |||||||
Property and equipment | 36,314 | 34,089 | |||||||
Accumulated amortization and depreciation | (18,982 | ) | (16,993 | ) | |||||
Property and equipment, net | $ | 17,332 | $ | 17,096 | |||||
The Company recorded amortization and depreciation expense for property and equipment other than developed software for the three months ended March 31, 2014 and 2013 of $1.3 million and $0.8 million, respectively. | |||||||||
For the three months ended March 31, 2014 and 2013, the Company capitalized $0.4 million and $0.7 million, respectively, of developed software costs. Amortization expense for developed software costs, recognized in depreciation and amortization in the condensed consolidated statements of operations, for the three months ended March 31, 2014 and 2013 was $0.7 million and $0.5 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies | ' | ||||
6. Commitments and Contingencies | |||||
Legal | |||||
In August 2011, Ameranth filed a patent infringement action against a number of defendants, including GrubHub Holdings Inc., in the U.S. District Court for the Southern District of California (the “Court”), Case No. 3:11-cv-1810 (“’1810 action”). In September 2011, Ameranth amended its complaint in the ’1810 action to also accuse Seamless North America, LLC of infringement. Ameranth alleged that the GrubHub Holdings Inc. and Seamless North America, LLC ordering systems, products and services infringe claims 12 and 15 of U.S. Patent No. 6,384,850 (“’850 patent”) and claims 11 through 15 of U.S. Patent No. 6,871,325 (“’325 patent”). | |||||
In March 2012, Ameranth initiated eight additional actions for infringement of a third, related patent, U.S. Patent No. 8,146,077 (“’077 patent”), in the same forum, including separate actions against GrubHub Holdings Inc., Case No. 3:12-cv-739 (“’739 action”), and Seamless North America, LLC, Case No. 3:12-cv-737 (“’737 action”). In August 2012, the Court severed the claims against GrubHub Holdings Inc. and Seamless North America, LLC in the ’1810 action and consolidated them with the ’739 action and the ’737 action, respectively. Later, the Court consolidated these separate cases against GrubHub Holdings Inc. and Seamless North America, LLC, along with the approximately 40 other cases Ameranth filed in the same district, with the original ’1810 action. In their answers, GrubHub Holdings Inc. and Seamless North America, LLC denied infringement and interposed various defenses, including non-infringement, invalidity, unenforceability and inequitable conduct. | |||||
On November 26, 2013, the consolidated case was stayed pending the disposition of petitions for post-grant review of all the patents in the suit. These petitions were filed in the United States Patent and Trademark Office (the “PTO”) under the new Transitional Program for Covered Business Method Patents (the “CBM proceedings”). The CBM proceedings resulted in a March 26, 2014 ruling denying defendants’ petitions on the claims most relevant to GrubHub Holdings Inc. and Seamless North America LLC. The consolidated case remains stayed. | |||||
No trial date has been set for this case. The Company believes this case lacks merit and that it has strong defenses to all of the infringement claims. The Company intends to defend the suit vigorously. However, the Company is unable to predict the likelihood of success of Ameranth’s infringement claims and is unable to predict the likelihood of success of its counterclaims. The Company has not recorded an accrual related to this lawsuit as of March 31, 2014, as it does not believe a material loss is probable. It is a reasonable possibility that a loss may be incurred; however, the possible range of loss is not estimable given the early stage of the dispute and the uncertainty as to whether the claims at issue are with or without merit, will be settled out of court, or will be determined in the Company’s favor, whether the Company may be required to expend significant management time and financial resources on the defense of such claims, and whether the Company will be able to recover any losses under its insurance policies. | |||||
In addition to the matters described above, from time to time, the Company is involved in various other legal proceedings arising from the normal course of business activities. | |||||
Indemnification | |||||
In connection with the Merger, the Company agreed to indemnify Aramark Holdings for negative income tax consequences associated with the October 2012 spin-off of Seamless Holdings that were the result of certain actions taken by the Company, including its solicitation of acquirers to purchase the Company prior to October 29, 2014, and in certain other instances, subject to a $15.0 million limitation. Management is not aware of any actions that would impact the indemnification obligation. | |||||
Restructuring | |||||
On November 20, 2013 the Company announced plans to close its Sandy, Utah office location in 2014. The Company recorded a restructuring accrual in the condensed consolidated balance sheets for severance and payroll related benefits as a result of the restructuring announcement. This amount represents the service vesting requirements for identified employees required to work through the expected closure date of the facility of December 31, 2014. The Company estimates total restructuring costs to be incurred will be approximately $1.2 million. For the three months ended March 31, 2014, restructuring expense of $0.3 million was recognized in general and administrative expense in the condensed consolidated statements of operations. | |||||
The following table summarizes the Company’s restructuring activity during the three months ended March 31, 2014: | |||||
(in thousands) | |||||
Restructuring accrual balance at December 31, 2013 | $ | 176 | |||
Restructuring expense | 285 | ||||
Cash payments | (17 | ) | |||
Restructuring accrual balance at March 31, 2014 | $ | 444 | |||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
7. Stock-Based Compensation | |||||||||||||||||
As part of the Reorganization Agreement, the Company was required to replace GrubHub Holdings Inc.’s share-based payment awards. The fair value of the replacement awards attributable to pre-combination services at the time of the Merger was approximately $11.0 million, which was included as additional consideration transferred in the business combination in the total purchase price of $421.5 million. The fair value of the replacement options attributable to post combination services was approximately $12.5 million and will be recognized as compensation cost in the Company’s post-Merger consolidated financial statements over the remaining vesting period. | |||||||||||||||||
The Company granted 1,598,990 and 368,750 stock options during the three months ended March 31, 2014 and 2013, respectively. The fair market value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected volatilities are based on historical volatilities of comparable publicly traded companies. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of the award is estimated using a simplified method. The fair value at grant date was determined considering the performance of the Company at the grant date as well as future growth and profitability expectations by applying market and income approaches. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used to determine the fair market value of the stock options granted during the three months ended March 31, 2014 and 2013 were as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted average fair value of options granted | $ | 12.95 | $ | 1.66 | |||||||||||||
Average risk-free interest rate | 2.02 | % | 1.1 | % | |||||||||||||
Expected stock price volatilities(a) | 50.7 | % | 53.8 | % | |||||||||||||
Dividend yield | None | None | |||||||||||||||
Expected stock option life | 6.31 | 6.06 | |||||||||||||||
a) | There was no active external or internal market for the Company’s shares until April of 2014. Thus, it was not possible to estimate the expected volatility of the Company’s share price in estimating fair value of options granted. As a substitute for such volatility, the Company used the historical volatility of comparable companies. | ||||||||||||||||
Stock option awards as of December 31, 2013 and March 31, 2014, and changes during the three months ended March 31, 2014, were as follows: | |||||||||||||||||
Options | Weighted | Average | Weighted | ||||||||||||||
Average | Intrinsic | Average | |||||||||||||||
Exercise Price | Value | Exercise Term | |||||||||||||||
(thousands) | (years) | ||||||||||||||||
Outstanding at December 31, 2013 | 7,669,553 | $ | 4.08 | $ | 56,844 | 8.29 | |||||||||||
Granted | 1,598,990 | 13.7 | |||||||||||||||
Forfeited | (166,876 | ) | 5.86 | ||||||||||||||
Exercised | (418,463 | ) | 3.38 | ||||||||||||||
Outstanding at March 31, 2014 | 8,683,204 | 5.85 | 131,628 | 8.4 | |||||||||||||
Vested and expected to vest March 31, 2014 | 7,442,473 | 5.67 | 114,077 | 8.38 | |||||||||||||
Exercisable at March 31, 2014 | 3,368,799 | $ | 3.8 | $ | 57,945 | 8.02 | |||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock on March 31, 2014 and December 31, 2013, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the three months ended March 31, 2014 was $6.5 million. | |||||||||||||||||
The stock options vest over different lengths of time depending upon the grantee. Compensation expense is recognized over the vesting period. The Company recorded compensation expense of $2.4 million and $0.6 million for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $29.8 million and is expected to be recognized over a weighted average period of 3.37 years. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity | ' | ||||||||
8. Stockholders’ Equity | |||||||||
As of March 31, 2014 and December 31, 2013, the Company was authorized to issue two classes of stock: common stock and Series A preferred stock. Each share of Series A preferred stock was convertible, at the option of the holder thereof, into common stock on a one-for-one basis, subject to adjustment as defined in the Company’s amended and restated certificate of incorporation. The Company entered into a stockholders agreement in 2013 with certain stockholders. The agreement prevented those stockholders from transferring their shares without the consent of a majority of the stockholders. | |||||||||
On April 4, 2014, the Company completed the IPO in which the Company issued and sold 4,000,000 shares of common stock at a public offering price of $26.00 per share. The Company received net proceeds of $95.5 million after deducting underwriting discounts and commissions of $6.5 million and other offering expenses of approximately $2.0 million. Upon the closing of the IPO, the stockholder’s agreement ceased to be in effect. | |||||||||
Common Stock | |||||||||
Each holder of common stock will have one vote per share of common stock held on all matters that are submitted for stockholder vote. Upon liquidation, the common stock was junior to the rights and preferences of the Series A preferred stock as of March 31, 2014 and December 31, 2013. At March 31, 2014 and December 31, 2013, there were 500,000,000 and 165,000,000 shares of common stock authorized, respectively. At March 31, 2014 and December 31, 2013, there were 54,083,204 and 53,757,437 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of March 31, 2014 or December 31, 2013. | |||||||||
Series A Preferred Stock | |||||||||
In the event of a liquidation event, the holders of Series A preferred stock were entitled to receive pari passu to each other, and prior in preference to any distribution of any assets of the Company to the holders of common stock. The Series A preferred stock had a liquidation preference of an amount per share equal to the original Series A preferred stock issue price. The aggregate liquidation preference of the Series A preferred stock as of March 31, 2014 and December 31, 2013 was approximately $86.2 million. | |||||||||
Upon the closing of the IPO on April 4, 2014, all shares of the Company’s then-outstanding convertible Series A preferred stock automatically converted on a one-for-one basis into an aggregate of 19,284,113 shares of common stock. | |||||||||
Redeemable Common Stock | |||||||||
As of March 31, 2014 and December 31, 2013, there were 1,344,236 shares of common stock with put rights that would require the Company to repurchase these shares at fair value (as defined in the stockholders agreement) determined at the redemption date. As the redemption price is equivalent to the fair value of the instrument, the Company adjusted the carrying value of the redeemable common stock to its fair value with an adjustment to equity. The fair value of the redeemable common stock increased to $35.0 million as of March 31, 2014 from $18.4 million at December 31, 2013. The Company had an annual redemption limit of $4.0 million. These put rights were terminated upon the closing of the IPO on April 4, 2014. | |||||||||
The Company’s equity as of December 31, 2013 and March 31, 2014, and changes during the three months ended March 31, 2014, were as follows: | |||||||||
GrubHub Inc. | GrubHub Inc. | ||||||||
Pro Forma | |||||||||
(Note 2) | |||||||||
(in thousands) | |||||||||
Balance at December 31, 2013 | $ | 557,375 | $ | 557,375 | |||||
Net income | 4,353 | 4,353 | |||||||
Currency translation | 49 | 49 | |||||||
Termination of put rights of redeemable common stock in connection with the IPO | — | 34,950 | |||||||
Issuance of common stock in connection with the IPO, net of issuance costs | — | 95,461 | |||||||
Change in fair value of redeemable common stock | (16,535 | ) | (16,535 | ) | |||||
Stock-based compensation | 2,403 | 2,403 | |||||||
Stock option exercises, net of withholdings and other | 1,368 | 1,368 | |||||||
Common stock repurchases | (810 | ) | (810 | ) | |||||
Balance at March 31, 2014 | $ | 548,203 | $ | 678,614 |
Earnings_Per_Share_Attributabl
Earnings Per Share Attributable to Common Stockholders | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Earnings Per Share Attributable to Common Stockholders | ' | ||||||||||||||||||||||||
9. Earnings Per Share Attributable to Common Stockholders | |||||||||||||||||||||||||
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income per share attributable to common stockholders is computed by dividing net income by the weighted average number of common shares outstanding during the period and potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options using the treasury stock method and common stock issuable upon conversion of the Series A preferred stock. Upon the closing of the IPO, all shares of the Company’s then-outstanding convertible Series A preferred stock automatically converted into an aggregate of 19,284,113 shares of common stock. | |||||||||||||||||||||||||
The following table presents the calculation of basic and diluted net income per share as of March 31, 2014 and 2013: | |||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||||||||||
Income | Shares | Per Share | Income | Shares | Per Share | ||||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||
Basic EPS | |||||||||||||||||||||||||
Net income attributable to common stockholders | $ | 4,353 | 55,210 | $ | 0.08 | $ | 1,256 | 31,364 | $ | 0.04 | |||||||||||||||
Effect of Dilutive Securities | |||||||||||||||||||||||||
Preferred Stock | — | 19,284 | — | 11,186 | |||||||||||||||||||||
Stock options | — | 3,141 | — | 596 | |||||||||||||||||||||
Diluted EPS | |||||||||||||||||||||||||
Net income attributable to common stockholders | $ | 4,353 | 77,635 | $ | 0.06 | $ | 1,256 | 43,146 | $ | 0.03 | |||||||||||||||
For the three months ended March 31, 2014 and 2013, 696,190 and 1,629,427 shares of common stock underlying stock options, respectively, were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||
10. Fair Value Measurement | |||||||||||||||||
Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company applied the following methods and assumptions in estimating its fair value measurements: cash equivalents are comprised of highly liquid investments, including money market funds and certificates of deposit with original maturities of less than three months. The fair value measurement of these assets is based on quoted market prices in active markets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. Redeemable common stock consisted of put rights the Company granted to certain shareholders which required common shares to be repurchased at fair value (as defined in the stockholders agreement) determined as of the redemption date. The fair value measurement of redeemable common stock is based on Level 3 inputs as defined in the fair value hierarchy. Accounts receivable and accounts payable approximate fair value due to their generally short-term maturities. | |||||||||||||||||
The following table presents the balances of assets measured at fair value based on Level 1 inputs on a recurring basis as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Cash equivalents | $ | 4,201 | $ | 4,200 | |||||||||||||
The fair value of the Company’s redeemable common stock, determined to be Level 3 under the fair value hierarchy, was measured based on the required redemption at the most recent fair value of the common stock. The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
Fair value measurement | Valuation | Unobservable | Range | ||||||||||||||
(Level 3) | technique | input | |||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014(a) | December 31, 2013 | December 31, 2013 | |||||||||||||||
Redeemable common stock | $ | 34,950 | $ | 18,415 | Probability Weighted Expected Return Method | Discount | 15.3 | % | |||||||||
rate | |||||||||||||||||
Lack of | 14.9 | % | |||||||||||||||
marketability | |||||||||||||||||
per common | |||||||||||||||||
share | |||||||||||||||||
(a) | There was no lack of marketability or discount rate applied in the calculation of the fair value of the Company’s redeemable common stock as of March 31, 2014 given the IPO in April of 2014. | ||||||||||||||||
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions. See Note 3, Acquisitions, for further discussion of the fair value of assets and liabilities associated with acquisitions. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
11. Subsequent Events | |
In April of 2014, the Company completed the IPO in which the Company issued and sold 4,000,000 shares of common stock at a public offering price of $26.00 per share. The Company received net proceeds of $95.5 million after deducting underwriting discounts and commissions of $6.5 million and other offering expenses of approximately $2.0 million. These expenses were recorded against the proceeds received from the IPO. | |
Certain selling stockholders offered an additional 3,405,614 shares of common stock in the IPO and also granted the underwriters an option to purchase up to 1,110,842 additional shares of common stock. The Company did not receive any proceeds from the sale of the shares sold by the selling stockholders. | |
Upon the closing of the IPO, all shares of the Company’s then-outstanding convertible Series A preferred stock automatically converted into an aggregate of 19,284,113 shares of common stock. Additionally, the put rights for the Company’s redeemable common stock were terminated upon the closing of the IPO. | |
The Company invested the funds received in non-interest bearing accounts, short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit or direct or guaranteed obligations of the U.S. government. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated interim financial statements include the accounts of GrubHub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments as described in the paragraph below, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the Company’s prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 on April 7, 2014. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets and stock-based compensation. Actual results could differ from these estimates. | |
Pro Forma Presentation | ' |
Pro Forma Presentation | |
The unaudited pro forma balance sheet and income statement presentation give effect to the following items related to the IPO in April of 2014: (1) issuance of 4,000,000 shares of common stock at a price of $26.00 per share, net of deducted underwriting discounts and estimated offering costs, (2) conversion of 19,284,113 shares of preferred stock into common stock and (3) termination of the put rights on 1,344,236 shares of redeemable common stock. The unaudited pro forma net income per share is computed using the net income divided by pro forma weighted average number of shares outstanding. Pro forma weighted average number of shares outstanding assumes the preferred stock and redeemable common stock conversion had occurred as of January 1, 2014. See Note 11, Subsequent Events, for further discussion of the IPO. | |
Reverse Stock Split Ratio | ' |
Reverse Stock Split Ratio | |
On April 2, 2014, the Company effected a 1-for-2 reverse stock split of its issued and outstanding common stock and preferred stock. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. All share and per-share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11 “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”), which requires that a liability related to an unrecognized tax benefit be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 was effective for and adopted by the Company in the first quarter of 2014 and will be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The adoption of ASU 2013-11 impacted the Company’s financial statement presentation and disclosures, but otherwise did not impact the Company’s condensed consolidated financial position, results of operations or cash flows. | |
In February 2013, the FASB issued Accounting Standards Update No. 2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), which requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the income statement or as a separate disclosure in the notes. ASU 2013-02 was effective for and adopted by the Company in the first quarter of 2013. The adoption of ASU 2013-02 impacted the Company’s financial statement presentation and disclosures, but otherwise did not impact the Company’s condensed consolidated financial position, results of operations or cash flows. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Schedule of Acquisition Date Fair Value of Assets and Liabilities | ' | ||||
The following table summarizes the August 8, 2013 acquisition-date fair value of the assets and liabilities acquired in connection with the GrubHub Holdings Inc. business combination: | |||||
(in thousands) | |||||
Cash and cash equivalents | $ | 13,266 | |||
Accounts receivable | 2,108 | ||||
Other identifiable assets | 4,422 | ||||
Customer and vendor relationships | 167,450 | ||||
Deferred tax asset | 4,013 | ||||
Deferred tax liability | (88,937 | ) | |||
Developed technology | 5,143 | ||||
Goodwill | 239,346 | ||||
Liabilities assumed | (10,602 | ) | |||
Trademarks | 85,276 | ||||
Total net assets acquired | $ | 421,485 | |||
Pro Forma Summary of Operation | ' | ||||
The following unaudited pro forma information presents a summary of the operating results of the Company for the three months ended March 31, 2013 as if GrubHub Inc. had acquired GrubHub Holdings Inc. as of January 1, 2013: | |||||
Three Months Ended | |||||
March 31, 2013 | |||||
(in thousands) | |||||
Revenues | $ | 39,377 | |||
Net loss | $ | (749 | ) | ||
Pro Forma Adjustments | ' | ||||
The pro forma adjustments reflect the additional amortization that would have been recognized for the intangible assets, replacement stock option awards compensation cost for services performed after the Merger, elimination of transaction costs incurred and pro forma tax adjustments for the three months ended March 31, 2013 as follows: | |||||
Three Months Ended | |||||
March 31, 2013 | |||||
(in thousands) | |||||
Amortization of intangible assets | $ | 2,675 | |||
Stock-based compensation | 1,214 | ||||
Transaction costs | (761 | ) | |||
Income tax benefit | (2,037 | ) |
Goodwill_and_Acquired_Intangib1
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Components of Acquired Intangible Assets | ' | ||||||||||||
The components of acquired intangible assets as of March 31, 2014 and December 31, 2013 were as follows: | |||||||||||||
March 31, 2014 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Carrying | Amortization | Carrying | |||||||||||
Amount | Value | ||||||||||||
(in thousands) | |||||||||||||
Developed technology | $ | 5,143 | $ | (1,106 | ) | $ | 4,037 | ||||||
Customer and vendor relationships, databases | 191,979 | (20,777 | ) | 171,202 | |||||||||
Total amortizable intangible assets | 197,122 | (21,883 | ) | 175,239 | |||||||||
Indefinite-lived trademarks | 89,676 | — | 89,676 | ||||||||||
Total acquired intangible assets | $ | 286,798 | $ | (21,883 | ) | $ | 264,915 | ||||||
December 31, 2013 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Carrying | Amortization | Carrying | |||||||||||
Amount | Value | ||||||||||||
(in thousands) | |||||||||||||
Developed technology | $ | 5,143 | $ | (677 | ) | $ | 4,466 | ||||||
Customer and vendor relationships, databases | 191,979 | (17,680 | ) | 174,299 | |||||||||
Total amortizable intangible assets | 197,122 | (18,357 | ) | 178,765 | |||||||||
Indefinite-lived trademarks | 89,676 | — | 89,676 | ||||||||||
Total acquired intangible assets | $ | 286,798 | $ | (18,357 | ) | $ | 268,441 | ||||||
Estimated Future Amortization of Acquired Intangible Assets | ' | ||||||||||||
Estimated future amortization expense of acquired intangible assets as of March 31, 2014 was as follows: | |||||||||||||
(in thousands) | |||||||||||||
The remainder of 2014 | $ | 10,576 | |||||||||||
2015 | 14,102 | ||||||||||||
2016 | 13,344 | ||||||||||||
2017 | 12,068 | ||||||||||||
2018 | 12,068 | ||||||||||||
Thereafter | 113,081 | ||||||||||||
Total | $ | 175,239 | |||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Components of Property and Equipment | ' | ||||||||
The components of the Company’s property and equipment as of March 31, 2014 and December 31, 2013 were as follows: | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
(in thousands) | |||||||||
Computer equipment | $ | 10,980 | $ | 9,739 | |||||
Furniture and fixtures | 2,361 | 2,176 | |||||||
Developed software | 14,379 | 13,930 | |||||||
Purchased software | 2,129 | 2,124 | |||||||
Leasehold improvements | 6,465 | 6,120 | |||||||
Property and equipment | 36,314 | 34,089 | |||||||
Accumulated amortization and depreciation | (18,982 | ) | (16,993 | ) | |||||
Property and equipment, net | $ | 17,332 | $ | 17,096 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Summary of Restructuring Activity | ' | ||||
The following table summarizes the Company’s restructuring activity during the three months ended March 31, 2014: | |||||
(in thousands) | |||||
Restructuring accrual balance at December 31, 2013 | $ | 176 | |||
Restructuring expense | 285 | ||||
Cash payments | (17 | ) | |||
Restructuring accrual balance at March 31, 2014 | $ | 444 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Assumptions Used to Determine Fair Market Value of Stock Options Granted | ' | ||||||||||||||||
The assumptions used to determine the fair market value of the stock options granted during the three months ended March 31, 2014 and 2013 were as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted average fair value of options granted | $ | 12.95 | $ | 1.66 | |||||||||||||
Average risk-free interest rate | 2.02 | % | 1.1 | % | |||||||||||||
Expected stock price volatilities(a) | 50.7 | % | 53.8 | % | |||||||||||||
Dividend yield | None | None | |||||||||||||||
Expected stock option life | 6.31 | 6.06 | |||||||||||||||
a) | There was no active external or internal market for the Company’s shares until April of 2014. Thus, it was not possible to estimate the expected volatility of the Company’s share price in estimating fair value of options granted. As a substitute for such volatility, the Company used the historical volatility of comparable companies. | ||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
Stock option awards as of December 31, 2013 and March 31, 2014, and changes during the three months ended March 31, 2014, were as follows: | |||||||||||||||||
Options | Weighted | Average | Weighted | ||||||||||||||
Average | Intrinsic | Average | |||||||||||||||
Exercise Price | Value | Exercise Term | |||||||||||||||
(thousands) | (years) | ||||||||||||||||
Outstanding at December 31, 2013 | 7,669,553 | $ | 4.08 | $ | 56,844 | 8.29 | |||||||||||
Granted | 1,598,990 | 13.7 | |||||||||||||||
Forfeited | (166,876 | ) | 5.86 | ||||||||||||||
Exercised | (418,463 | ) | 3.38 | ||||||||||||||
Outstanding at March 31, 2014 | 8,683,204 | 5.85 | 131,628 | 8.4 | |||||||||||||
Vested and expected to vest March 31, 2014 | 7,442,473 | 5.67 | 114,077 | 8.38 | |||||||||||||
Exercisable at March 31, 2014 | 3,368,799 | $ | 3.8 | $ | 57,945 | 8.02 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity and Changes in Equity During Period | ' | ||||||||
The Company’s equity as of December 31, 2013 and March 31, 2014, and changes during the three months ended March 31, 2014, were as follows: | |||||||||
GrubHub Inc. | GrubHub Inc. | ||||||||
Pro Forma | |||||||||
(Note 2) | |||||||||
(in thousands) | |||||||||
Balance at December 31, 2013 | $ | 557,375 | $ | 557,375 | |||||
Net income | 4,353 | 4,353 | |||||||
Currency translation | 49 | 49 | |||||||
Termination of put rights of redeemable common stock in connection with the IPO | — | 34,950 | |||||||
Issuance of common stock in connection with the IPO, net of issuance costs | — | 95,461 | |||||||
Change in fair value of redeemable common stock | (16,535 | ) | (16,535 | ) | |||||
Stock-based compensation | 2,403 | 2,403 | |||||||
Stock option exercises, net of withholdings and other | 1,368 | 1,368 | |||||||
Common stock repurchases | (810 | ) | (810 | ) | |||||
Balance at March 31, 2014 | $ | 548,203 | $ | 678,614 | |||||
Earnings_Per_Share_Attributabl1
Earnings Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Computation of Basic and Diluted Net Income Per Share | ' | ||||||||||||||||||||||||
The following table presents the calculation of basic and diluted net income per share as of March 31, 2014 and 2013: | |||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||||||||||
Income | Shares | Per Share | Income | Shares | Per Share | ||||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||
Basic EPS | |||||||||||||||||||||||||
Net income attributable to common stockholders | $ | 4,353 | 55,210 | $ | 0.08 | $ | 1,256 | 31,364 | $ | 0.04 | |||||||||||||||
Effect of Dilutive Securities | |||||||||||||||||||||||||
Preferred Stock | — | 19,284 | — | 11,186 | |||||||||||||||||||||
Stock options | — | 3,141 | — | 596 | |||||||||||||||||||||
Diluted EPS | |||||||||||||||||||||||||
Net income attributable to common stockholders | $ | 4,353 | 77,635 | $ | 0.06 | $ | 1,256 | 43,146 | $ | 0.03 | |||||||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Schedule of Fair Value Assets Measured on Recurring Basis | ' | ||||||||||||||||
The following table presents the balances of assets measured at fair value based on Level 1 inputs on a recurring basis as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Cash equivalents | $ | 4,201 | $ | 4,200 | |||||||||||||
Schedule of Fair Value, Valuation Techniques and Related Unobservable Inputs | ' | ||||||||||||||||
The following table presents the fair value, valuation techniques and related unobservable inputs for these Level 3 measurements as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
Fair value measurement | Valuation | Unobservable | Range | ||||||||||||||
(Level 3) | technique | input | |||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014(a) | December 31, 2013 | December 31, 2013 | |||||||||||||||
Redeemable common stock | $ | 34,950 | $ | 18,415 | Probability Weighted Expected Return Method | Discount | 15.3 | % | |||||||||
rate | |||||||||||||||||
Lack of | 14.9 | % | |||||||||||||||
marketability | |||||||||||||||||
per common | |||||||||||||||||
share |
Significant_Accounting_Policie2
Significant Accounting Policies - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 02, 2014 | Apr. 04, 2014 | Apr. 04, 2014 |
Subsequent Event | Subsequent Event | Subsequent Event | |||
IPO | IPO | ||||
Put right terminated | |||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Issuance of common stock related to IPO | ' | ' | ' | 4,000,000 | ' |
Issuance of common stock price per share related to IPO | ' | ' | ' | $26 | ' |
Number of preferred stock converted into common stock | ' | ' | ' | 19,284,113 | ' |
Shares of common stock that would require the Company to repurchase these shares at fair value determined at the redemption date | 1,344,236 | 1,344,236 | ' | ' | 1,344,236 |
Reverse stock split description | ' | ' | 'On April 2, 2014, the Company effected a 1-for-2 reverse stock split of its issued and outstanding common stock and preferred stock. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. | ' | ' |
Reverse stock split ratio | ' | ' | 0.5 | ' | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Aug. 08, 2013 | Mar. 31, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 |
GrubHub Holdings Inc | GrubHub Holdings Inc | GrubHub Holdings Inc | GrubHub Holdings Inc | GrubHub Holdings Inc | ||
General and administrative expenses | Non-vested stock options | Common stock | Preferred Stock | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Business acquisitions, share issued | ' | ' | ' | ' | 23,318,580 | 8,098,430 |
Acquisition date | ' | 8-Aug-13 | ' | ' | ' | ' |
Fair value of the equity issued | ' | $421,500,000 | ' | ' | ' | ' |
Fair value of the replacement awards | ' | ' | ' | 11,000,000 | ' | ' |
Unrecognized compensation expense | 29,800,000 | 12,500,000 | ' | ' | ' | ' |
Direct and indirect expense incurred related to merger | ' | ' | $400,000 | ' | ' | ' |
Schedule_of_AcquisitionDate_Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 |
In Thousands, unless otherwise specified | GrubHub Holdings Inc | GrubHub Holdings Inc | GrubHub Holdings Inc | GrubHub Holdings Inc | ||
Customer Relationships | Developed technology | Trademarks | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | $13,266 | ' | ' | ' |
Accounts receivable | ' | ' | 2,108 | ' | ' | ' |
Other identifiable assets | ' | ' | 4,422 | ' | ' | ' |
Intangible assets | ' | ' | ' | 167,450 | 5,143 | ' |
Deferred tax asset | ' | ' | 4,013 | ' | ' | ' |
Deferred tax liability | ' | ' | -88,937 | ' | ' | ' |
Goodwill | 352,788 | 352,788 | 239,346 | ' | ' | ' |
Liabilities assumed | ' | ' | -10,602 | ' | ' | ' |
Trademarks | ' | ' | ' | ' | ' | 85,276 |
Total net assets acquired | ' | ' | $421,485 | ' | ' | ' |
Pro_forma_Summary_of_Operation
Pro forma Summary of Operation (Detail) (GrubHub Holdings Inc, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 |
GrubHub Holdings Inc | ' |
Business Acquisition [Line Items] | ' |
Revenues | $39,377 |
Net loss | ($749) |
Pro_Forma_Adjustments_for_Addi
Pro Forma Adjustments for Additional Amortization of That Would Have Been Recognized on the Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Amortization of intangible assets | $4,347 | $1,180 |
Stock based compensation | 2,403 | 621 |
Income tax benefit | 3,850 | 1,122 |
GrubHub Holdings Inc | Pro Forma | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Amortization of intangible assets | ' | 2,675 |
Stock based compensation | ' | 1,214 |
Transaction costs | ' | -761 |
Income tax benefit | ' | ($2,037) |
Components_of_Acquired_Intangi
Components of Acquired Intangible Assets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Assets [Line Items] | ' | ' |
Amortizable intangible assets, Gross Carrying Amount | $197,122 | $197,122 |
Amortizable intangible assets, Accumulated Amortization | -21,883 | -18,357 |
Amortizable intangible assets, Net Carrying Value | 175,239 | 178,765 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 286,798 | 286,798 |
Total acquired intangible assets, Net Carrying Value | 264,915 | 268,441 |
Developed technology | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Amortizable intangible assets, Gross Carrying Amount | 5,143 | 5,143 |
Amortizable intangible assets, Accumulated Amortization | -1,106 | -677 |
Amortizable intangible assets, Net Carrying Value | 4,037 | 4,466 |
Customer Relationships | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Amortizable intangible assets, Gross Carrying Amount | 191,979 | 191,979 |
Amortizable intangible assets, Accumulated Amortization | -20,777 | -17,680 |
Amortizable intangible assets, Net Carrying Value | $171,202 | $174,299 |
Goodwill_and_Acquired_Intangib2
Goodwill and Acquired Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Intangible assets amortization expense | $4,347,000 | $1,180,000 |
Changes in the carrying amount of goodwill | 0 | ' |
Other Intangible Assets | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Intangible assets amortization expense | $3,500,000 | $500,000 |
Estimated_Future_Amortization_
Estimated Future Amortization of Acquired Intangible Assets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
The remainder of 2014 | $10,576 | ' |
2015 | 14,102 | ' |
2016 | 13,344 | ' |
2017 | 12,068 | ' |
2018 | 12,068 | ' |
Thereafter | 113,081 | ' |
Amortizable intangible assets, Net Carrying Value | $175,239 | $178,765 |
Components_of_Property_and_Equ
Components of Property and Equipment (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $36,314 | $34,089 |
Accumulated amortization and depreciation | -18,982 | -16,993 |
Property and equipment, net | 17,332 | 17,096 |
Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 10,980 | 9,739 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 2,361 | 2,176 |
Developed software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 14,379 | 13,930 |
Purchased software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 2,129 | 2,124 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $6,465 | $6,120 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation and amortization | $5,515,000 | $1,796,000 |
Capitalized developed software costs | 400,000 | 700,000 |
Developed software costs amortization expense | 700,000 | 500,000 |
Property And Equipment Excluding Developed Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation and amortization | $1,300,000 | $800,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Loss Contingencies [Line Items] | ' |
Indemnification related to business combination | $15,000,000 |
Total estimated restructuring cost | 1,200,000 |
Restructuring expense | $285,000 |
Summary_of_Restructuring_Activ
Summary of Restructuring Activity (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring accrual balance at Beginning of period | $176 |
Restructuring expense | 285 |
Cash payments | -17 |
Restructuring accrual balance at end of period | $444 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Aug. 08, 2013 | Aug. 08, 2013 | |
Non-vested stock options | GrubHub Holdings Inc | GrubHub Holdings Inc | |||
Non-vested stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Fair value of the replacement awards | ' | ' | ' | ' | $11,000,000 |
Total purchase price | ' | ' | ' | 421,500,000 | ' |
Unrecognized compensation expense | 29,800,000 | ' | ' | 12,500,000 | ' |
Number of stock options granted | 1,598,990 | 368,750 | ' | ' | ' |
Aggregate intrinsic value of awards exercised | 6,500,000 | ' | ' | ' | ' |
Stock based compensation | $2,403,000 | $621,000 | ' | ' | ' |
Unrecognized compensation expense recognition period | ' | ' | '3 years 4 months 13 days | ' | ' |
Assumptions_Used_to_Determine_
Assumptions Used to Determine Fair Market Value of Stock Options Granted (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Weighted average fair value of options granted | $12.95 | $1.66 | ||
Average risk-free interest rate | 2.02% | 1.10% | ||
Expected stock price volatilities | 50.70% | [1] | 53.80% | [1] |
Dividend yield | 0.00% | 0.00% | ||
Expected stock option life | '6 years 3 months 22 days | '6 years 22 days | ||
[1] | There was no active external or internal market for the Company's shares until April of 2014. Thus, it was not possible to estimate the expected volatility of the Company's share price in estimating fair value of options granted. As a substitute for such volatility, the Company used the historical volatility of comparable companies. |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Options | ' | ' | ' |
Options, Beginning Balance | 7,669,553 | ' | ' |
Options, Granted | 1,598,990 | 368,750 | ' |
Options, Forfeited | -166,876 | ' | ' |
Options, Exercised | -418,463 | ' | ' |
Options, Ending Balance | 8,683,204 | ' | 7,669,553 |
Options, Vested and expected to vest | 7,442,473 | ' | ' |
Options, Exercisable | 3,368,799 | ' | ' |
Weighted Average Exercise Price | ' | ' | ' |
Weighted Average Exercise Price, Beginning Balance | $4.08 | ' | ' |
Weighted Average Exercise Price, Granted | $13.70 | ' | ' |
Weighted Average Exercise Price, Forfeited | $5.86 | ' | ' |
Weighted Average Exercise Price, Exercised | $3.38 | ' | ' |
Weighted Average Exercise Price, Ending Balance | $5.85 | ' | $4.08 |
Weighted Average Exercise Price, Vested and expected to vest | $5.67 | ' | ' |
Weighted Average Exercise Price, Exercisable | $3.80 | ' | ' |
Average Intrinsic Value/Weighted Average Exercise Term | ' | ' | ' |
Average Intrinsic Value, Beginning Balance | $56,844 | ' | ' |
Average Intrinsic Value, Ending Balance | 131,628 | ' | 56,844 |
Average Intrinsic Value, Vested and expected to vest | 114,077 | ' | ' |
Average Intrinsic Value, Exercisable | $57,945 | ' | ' |
Weighted Average Exercise Term, Outstanding Balance | '8 years 4 months 24 days | ' | '8 years 3 months 15 days |
Weighted Average Exercise Term, Vested and expected to vest | '8 years 4 months 17 days | ' | ' |
Weighted Average Exercise Term, Exercisable | '8 years 7 days | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2014 | Dec. 31, 2013 | Apr. 04, 2014 | Apr. 04, 2014 | Apr. 04, 2014 | Apr. 04, 2014 | Mar. 31, 2014 | |
Subsequent Event | Subsequent Event | Subsequent Event | Common stock | Series A preferred stock | |||
IPO | IPO | IPO | Subsequent Event | ||||
Underwriting discounts and commissions | Other Offering Costs | ||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued upon conversion of preferred stock | ' | ' | ' | ' | ' | ' | 1 |
Issuance of common stock related to IPO | ' | ' | 4,000,000 | ' | ' | 4,000,000 | ' |
Issuance of common stock price per share related to IPO | ' | ' | $26 | ' | ' | $26 | ' |
Net proceeds from IPO | ' | ' | $95,500,000 | ' | ' | ' | ' |
Offering expenses | ' | ' | ' | 6,500,000 | 2,000,000 | ' | ' |
Common stock, shares authorized | 500,000,000 | 165,000,000 | ' | ' | ' | ' | ' |
Common stock, shares issued | 54,083,204 | 53,757,437 | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 54,083,204 | 53,757,437 | ' | ' | ' | ' | ' |
Treasury stock, shares | 0 | 0 | ' | ' | ' | ' | ' |
Series A Convertible Preferred Stock, liquidation preference | 86,200,000 | 86,200,000 | ' | ' | ' | ' | ' |
Aggregate shares of common stock that convertible Series A preferred stock automatically converted into | ' | ' | ' | ' | ' | 19,284,113 | ' |
Shares of common stock that would require the Company to repurchase these shares at fair value determined at the redemption date | 1,344,236 | 1,344,236 | ' | ' | ' | ' | ' |
Fair value of redeemable common stock | 35,000,000 | 18,400,000 | ' | ' | ' | ' | ' |
Annual redemption limit | $4,000,000 | ' | ' | ' | ' | ' | ' |
Initial public offering closing date | 4-Apr-14 | ' | ' | ' | ' | ' | ' |
Equity_and_Changes_in_Equity_D
Equity and Changes in Equity During Period (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Stockholders Equity [Line Items] | ' | ' |
Balance at beginning of period | $557,375 | ' |
Net income | 4,353 | 1,256 |
Currency translation | 49 | -224 |
Change in fair value of redeemable common stock | -16,535 | ' |
Stock-based compensation | 2,403 | ' |
Stock option exercises, net of withholdings and other | 1,368 | ' |
Common stock repurchases | -810 | ' |
Balance at end of period | 548,203 | ' |
Pro Forma | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Balance at beginning of period | 557,375 | ' |
Net income | 4,353 | ' |
Currency translation | 49 | ' |
Termination of put rights of redeemable common stock in connection with the IPO | 34,950 | ' |
Issuance of common stock in connection with the IPO, net of issuance costs | 95,461 | ' |
Change in fair value of redeemable common stock | -16,535 | ' |
Stock-based compensation | 2,403 | ' |
Stock option exercises, net of withholdings and other | 1,368 | ' |
Common stock repurchases | -810 | ' |
Balance at end of period | $678,614 | ' |
Earnings_Per_Share_Attributabl2
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Apr. 04, 2014 | |
Subsequent Event | |||
Common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Aggregate shares of common stock that convertible Series A preferred stock automatically converted into | ' | ' | 19,284,113 |
Antidilutive securities excluded from computation of earnings per share, amount | 696,190 | 1,629,427 | ' |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Basic EPS | ' | ' |
Net income attributable to common stockholders | $4,353 | $1,256 |
Effect of Dilutive Securities | ' | ' |
Preferred Stock | ' | ' |
Stock options | ' | ' |
Diluted EPS | ' | ' |
Net income attributable to common stockholders | $4,353 | $1,256 |
Basic EPS, Shares | ' | ' |
Net income attributable to common stockholders, shares | 55,210 | 31,364 |
Effect of Dilutive Securities, shares | ' | ' |
Preferred Stock, shares | 19,284 | 11,186 |
Stock options, shares | 3,141 | 596 |
Diluted EPS, shares | ' | ' |
Net income attributable to common stockholders plus assumed conversions, shares | 77,635 | 43,146 |
Basic EPS, per share amount | ' | ' |
Net income attributable to common stockholders, per share amount | $0.08 | $0.04 |
Diluted EPS, per share amount | ' | ' |
Net income attributable to common stockholders plus assumed conversions, per share amount | $0.06 | $0.03 |
Schedule_of_Fair_Value_Assets_
Schedule of Fair Value Assets Measured on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, Level 1 inputs, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Measurements, Recurring | Level 1 inputs | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | $4,201 | $4,200 |
Schedule_of_Fair_Value_Valuati
Schedule of Fair Value, Valuation Techniques and Related Unobservable Inputs (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | |
Redeemable common stock | $34,950 | $18,415 | |
Valuation Technique | 'Probability Weighted Expected Return Method | ' | |
Discount rate | ' | 15.30% | |
Lack of marketability per common share | ' | 14.90% | |
Level 3 | Estimate of Fair Value Measurement | ' | ' | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | |
Redeemable common stock | $34,950 | [1] | $18,415 |
[1] | There was no lack of marketability or discount rate applied in the calculation of the fair value of the Company's redeemable common stock as of March 31, 2014 given the IPO in April of 2014. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Apr. 04, 2014 |
Common stock | ' |
Subsequent Event [Line Items] | ' |
Issuance of common stock related to IPO | 4,000,000 |
Issuance of common stock price per share related to IPO | $26 |
Aggregate shares of common stock that convertible Series A preferred stock automatically converted into | 19,284,113 |
IPO | ' |
Subsequent Event [Line Items] | ' |
Issuance of common stock related to IPO | 4,000,000 |
Issuance of common stock price per share related to IPO | $26 |
Net proceeds from IPO | $95.50 |
IPO | Underwriting discounts and commissions | ' |
Subsequent Event [Line Items] | ' |
Offering expenses | 6.5 |
IPO | Other Offering Costs | ' |
Subsequent Event [Line Items] | ' |
Offering expenses | $2 |
IPO | Selling stockholders | ' |
Subsequent Event [Line Items] | ' |
Issuance of common stock related to IPO | 3,405,614 |
Number of options to purchase shares of common stock offered to underwriters | 1,110,842 |