Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | GRUB | |
Entity Registrant Name | GRUBHUB INC. | |
Entity Central Index Key | 1,594,109 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 84,925,708 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 153,028 | $ 201,796 |
Short term investments | 142,081 | 111,341 |
Accounts receivable, less allowances for doubtful accounts | 44,337 | 36,127 |
Deferred taxes, current | 339 | 825 |
Prepaid expenses | 4,628 | 2,940 |
Total current assets | 344,413 | 353,029 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 16,819 | 16,003 |
OTHER ASSETS: | ||
Other assets | 3,539 | 3,543 |
Goodwill | 387,566 | 352,788 |
Acquired intangible assets, net of amortization | 280,148 | 254,339 |
Total other assets | 671,253 | 610,670 |
TOTAL ASSETS | 1,032,485 | 979,702 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 62,053 | 91,575 |
Accounts payable | 3,514 | 3,371 |
Accrued payroll | 4,691 | 5,958 |
Taxes payable | 306 | 1,660 |
Other accruals | 11,704 | 8,441 |
Total current liabilities | 82,268 | 111,005 |
LONG TERM LIABILITIES: | ||
Deferred taxes, non-current | 88,965 | 92,244 |
Other accruals | 5,738 | 5,931 |
Total long term liabilities | $ 94,703 | $ 98,175 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at September 30, 2015 and December 31, 2014; issued and outstanding: 84,766,595 and 81,905,325 shares as of September 30, 2015 and December 31, 2014, respectively | $ 8 | $ 8 |
Accumulated other comprehensive loss | (425) | (262) |
Additional paid-in capital | 748,318 | 689,953 |
Retained earnings | 107,613 | 80,823 |
Total Stockholders’ Equity | 855,514 | 770,522 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,032,485 | $ 979,702 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 84,766,595 | 81,905,325 |
Common stock, shares outstanding | 84,766,595 | 81,905,325 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 85,662 | $ 61,941 | $ 261,866 | $ 180,560 |
Costs and expenses: | ||||
Sales and marketing | 21,443 | 14,883 | 66,229 | 47,168 |
Operations and support | 27,637 | 14,902 | 74,941 | 44,743 |
Technology (exclusive of amortization) | 8,412 | 6,560 | 23,980 | 17,973 |
General and administrative | 10,203 | 8,143 | 29,049 | 25,087 |
Depreciation and amortization | 6,299 | 5,748 | 21,377 | 16,878 |
Total costs and expenses | 73,994 | 50,236 | 215,576 | 151,849 |
Income before provision for income taxes | 11,668 | 11,705 | 46,290 | 28,711 |
Provision for income taxes | 4,801 | 5,252 | 19,501 | 15,213 |
Net income | 6,867 | 6,453 | 26,789 | 13,498 |
Preferred stock tax distributions | (320) | |||
Net income attributable to common stockholders | $ 6,867 | $ 6,453 | $ 26,789 | $ 13,178 |
Net income per share attributable to common stockholders: | ||||
Basic | $ 0.08 | $ 0.08 | $ 0.32 | $ 0.19 |
Diluted | $ 0.08 | $ 0.08 | $ 0.31 | $ 0.17 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | ||||
Basic | 84,583 | 79,426 | 83,827 | 70,893 |
Diluted | 85,867 | 82,771 | 85,599 | 80,826 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 6,867 | $ 6,453 | $ 26,789 | $ 13,498 |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments | (266) | (298) | (163) | (114) |
COMPREHENSIVE INCOME | $ 6,601 | $ 6,155 | $ 26,626 | $ 13,384 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 26,789 | $ 13,498 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 3,846 | 3,708 |
Provision for doubtful accounts | 565 | 232 |
Loss on disposal of fixed assets | 11 | |
Deferred taxes | (2,793) | 8,211 |
Intangible asset amortization | 17,531 | 13,170 |
Tenant allowance amortization | (119) | (119) |
Stock-based compensation | 9,378 | 6,981 |
Deferred rent | (73) | 16 |
Investment premium amortization | 672 | |
Change in assets and liabilities, net of the effects of business acquisitions: | ||
Accounts receivable | (6,912) | (13,618) |
Prepaid expenses and other assets | (1,456) | (1,773) |
Restaurant food liability | (31,444) | 13,474 |
Accounts payable | (633) | (1,348) |
Accrued payroll | (2,150) | 2,563 |
Other accruals | 389 | 2,252 |
Net cash provided by operating activities | 13,590 | 47,258 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of investments | (154,268) | (65,736) |
Proceeds from maturity of investments | 122,856 | |
Capitalized website and development costs | (4,961) | (2,396) |
Purchases of property and equipment | (2,866) | (3,189) |
Acquisitions of businesses, net of cash acquired | (55,687) | |
Net cash used in investing activities | (94,926) | (71,321) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from the issuance of common stock | 142,936 | |
Repurchases of common stock | (116) | |
Proceeds from exercise of stock options | 10,689 | 4,656 |
Excess tax benefit related to stock-based compensation | 21,987 | 4,569 |
Taxes paid related to net settlement of stock-based compensation awards | (2,070) | |
Preferred stock tax distributions | (320) | |
Net cash provided by financing activities | 32,676 | 149,655 |
Net change in cash and cash equivalents | (48,660) | 125,592 |
Effect of exchange rates on cash | (108) | (114) |
Cash and cash equivalents at beginning of year | 201,796 | 86,542 |
Cash and cash equivalents at end of the period | 153,028 | 212,020 |
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS | ||
Fair value of common stock issued for acquisitions | 15,980 | |
Cash paid for income taxes | 1,324 | |
Capitalized property, equipment and website and development costs in accounts payable at period end | $ 414 | |
Cashless exercise of stock options | 1,053 | |
Settlement of receivable through cashless acquisition of treasury shares in connection with the cashless exercise of stock options | $ (3,123) |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. 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 delivery address or use geo-location within the mobile applications and the Company displays the menus and other relevant information for restaurants in its network. Orders may be placed directly online, via mobile applications or over the phone at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
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, 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 consolidated financial statements and accompany notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 5, 2015 (the “2014 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. 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 and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. There have been no material changes to the Company’s significant accounting policies described in the 2014 Form 10-K. Recently Issued Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”), which eliminates the requirement to account for adjustments identified during the measurement-period in a business combination retrospectively. Instead, the acquirer must recognize measurement-period adjustments during the period in which they are identified, including the effect on earnings of any amounts that would have been recorded in previous periods had the purchase accounting been completed at the acquisition date. ASU 2015-16 will be effective for the Company in the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-16 is expected to eliminate costs related to retrospective application of any measurement-period adjustments that may be identified, but otherwise is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued Accounting Standards Update 2015-05, “Intangibles -Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”), which provides guidance on accounting for fees paid in a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement includes a software license, the software license element should be accounted for consistent with the purchase of other software licenses. If the cloud computing arrangement does not include a software license, it should be accounted for as a service contract. ASU 2015-05 will be effective for the Company in the first quarter of 2016 and may be applied either prospectively or retrospectively. The Company has elected to apply ASU 2015-05 prospectively, however, its adoption is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) , which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB issued Accounting Standards Update 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 will be effective for the Company in the first quarter of 2018. Management is currently evaluating the impact the adoption of ASU 2014-09 will have on the . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On February 4, 2015, the Company acquired assets of DiningIn.com, Inc. and certain of its affiliates (collectively, “DiningIn”), and, on February 27, 2015, the Company acquired the membership units of Restaurants on the Run, LLC (“Restaurants on the Run”). Aggregate consideration The excess of the consideration transferred in the acquisitions over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill, which represents the opportunity to expand restaurant delivery services and enhance the breadth and depth of the Company’s restaurant networks. D uring the three and nine months ended September 30, 2015, the Company incurred certain expenses directly and indirectly related to acquisitions of $0.1 million and $0.8 million, respectively, which were recognized in general and administrative expenses within the condensed consolidated statements of operations. The assets acquired and liabilities assumed of DiningIn and Restaurants on the Run were recorded at their estimated fair values as of the closing dates of February 4, 2015 and February 27, 2015, respectively. The following table summarizes the final purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the acquisitions: (in thousands) Cash and cash equivalents $ 698 Accounts receivable 1,978 Prepaid expenses and other assets 266 Customer and vendor relationships 35,604 Property and equipment 161 Developed technology 3,295 Goodwill 34,778 Trademarks 372 Accounts payable and accrued expenses (4,787 ) Total purchase price plus cash acquired 72,365 Cash acquired (698 ) Fair value of common stock issued (15,980 ) Net cash paid $ 55,687 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 within the fair value hierarchy. The results of operations of DiningIn and Restaurants on the Run have been included in the Company’s financial statements since February 4, 2015 and February 27, 2015, respectively. The total amount of revenues and net loss from the acquisitions included in the Company’s operating results since the respective acquisition dates through September 30, 2015 were $16.5 million and $0.8 million, respectively. The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Revenues $ 85,662 $ 68,048 $ 265,627 $ 199,538 Net income 7,160 6,230 27,930 13,014 The unaudited pro forma revenues and net income are not intended to represent or be indicative of the Company’s condensed consolidated results of operations or financial condition that would have been reported had the acquisitions been completed as of the beginning of the |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 18,948 $ — $ (3 ) $ 18,945 Corporate bonds — — — — Short term investments Commercial paper 80,070 — (58 ) 80,012 Corporate bonds 62,011 8 (7 ) 62,012 Total $ 161,029 $ 8 $ (68 ) $ 160,969 December 31, 2014 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Corporate bonds $ 1,882 $ 1 $ (1 ) $ 1,882 Short term investments Commercial paper 38,081 — (26 ) 38,055 Corporate bonds 73,260 2 (64 ) 73,198 Total $ 113,223 $ 3 $ (91 ) $ 113,135 All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of September 30, 2015. The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 98,957 $ (61 ) $ — $ — $ 98,957 $ (61 ) Corporate bonds 32,292 (7 ) — — 32,292 (7 ) Total $ 131,249 $ (68 ) $ — $ — $ 131,249 $ (68 ) December 31, 2014 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 38,055 $ (26 ) $ — $ — $ 38,055 $ (26 ) Corporate bonds 64,557 (65 ) — — 64,557 (65 ) Total $ 102,612 $ (91 ) $ — $ — $ 102,612 $ (91 ) During the three and nine months ended September 30, 2015 and the three months ended September 30, 2014, the Company did not recognize any other-than-temporary impairment losses related to its marketable securities. The Company did not have any marketable securities prior to July 1, 2014. The Company’s marketable securities are classified within Level 2 of the fair value hierarchy (see Note 12, Fair Value Measurement, |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 5. Goodwill and Acquired Intangible Assets The components of acquired intangible assets as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 8,438 $ (5,202 ) $ 3,236 $ 5,143 $ (2,392 ) $ 2,751 Customer and vendor relationships, databases 227,583 (40,571 ) 187,012 191,979 (30,067 ) 161,912 Trademarks 372 (148 ) 224 — — — Total amortizable intangible assets 236,393 (45,921 ) 190,472 197,122 (32,459 ) 164,663 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 326,069 $ (45,921 ) $ 280,148 $ 286,798 $ (32,459 ) $ 254,339 Amortization expense for acquired intangible assets was $4.7 million and $3.6 million for the three months ended September 30, 2015 and 2014, respectively, and $13.5 million and $10.6 million for the nine months ended September 30, 2015 and 2014, respectively. Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 were as follows: Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2014 $ 352,788 $ — $ 352,788 Acquisitions 34,778 — 34,778 Balance as of September 30, 2015 $ 387,566 $ — $ 387,566 During the nine months ended September 30, 2015, the Company recorded additions to acquired intangible assets of $39.3 million as a result of the acquisitions of DiningIn and Restaurants on the Run. The components of the acquired intangibles assets added during the nine months ended September 30, 2015 were as follows: Nine Months Ended September 30, 2015 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 35,604 18.4 Developed technology 3,295 1.5 Trademarks 372 1.7 Total $ 39,271 Estimated future amortization expense of acquired intangible assets as of September 30, 2015 was as follows: (in thousands) The remainder of 2015 $ 4,674 2016 16,461 2017 14,193 2018 14,022 2019 12,610 Thereafter 128,512 Total $ 190,472 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment The components of the Company’s property and equipment as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 December 31, 2014 (in thousands) Computer equipment $ 11,410 $ 12,114 Delivery equipment 360 — Furniture and fixtures 2,022 1,876 Developed software 8,668 12,378 Purchased software 357 2,149 Leasehold improvements 5,949 5,900 Property and equipment 28,766 34,417 Accumulated amortization and depreciation (11,947 ) (18,414 ) Property and equipment, net $ 16,819 $ 16,003 The gross carrying amount and accumulated amortization and depreciation of the Company’s property and equipment as of September 30, 2015 have been adjusted for certain fully depreciated developed and purchased software and computer equipment assets that were disposed of with the migration of nearly all of the Seamless consumer diner traffic to a new web and mobile platform during the second quarter of 2015. During the nine months ended September 30, 2015, the Company recorded approximately $1.9 million of accelerated depreciation and amortization expense related to these retired assets. The Company recorded depreciation and amortization expense for property and equipment other than developed software for the three months ended September 30, 2015 and 2014 of $1.1 million and $1.5 The Company capitalized developed software costs of $2.0 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. 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 patent infringement. Ameranth alleged that the GrubHub Holdings Inc. and Seamless North America, LLC ordering systems, products and services infringe claims 12 through 15 of U.S. Patent No. 6,384,850 (“’850 patent”) and claims 11 and 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. No trial date has been set for this case and the consolidated district court case remains stayed. 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 September 30, 2015, 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 of GrubHub and Seamless in August 2013, the Company agreed to indemnify Aramark Holdings for negative income tax consequences associated with the October 2012 spin-off of Seamless Holdings Corporation that were the result of certain actions taken by the Company through October 29, 2014, in certain 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 and other facility closure costs as a result of the restructuring announcement. The amounts recorded represented the service vesting requirements for identified employees who worked for various periods beyond the communication date and related lease termination costs. The facility was closed on November 30, 2014; however, certain employees worked until January 2, 2015. The Company did not incur any restructuring expense during the three and nine months ended September 30, 2015 and does not expect to incur any additional restructuring expense related to the Sandy, Utah facility closure. The following table summarizes the Company’s restructuring activity during the nine months ended September 30, 2015: (in thousands) Restructuring accrual balance at December 31, 2014 $ 748 Restructuring expense — Cash payments (748 ) Restructuring accrual balance at September 30, 2015 $ — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation In May 2015, the Company’s stockholders approved the GrubHub Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”), pursuant to which the Compensation Committee of the Board of Directors may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based and cash-based awards. On May 20, 2015, the Company filed a registration statement on Form S-8 to register up to 14,256,901 shares of common stock reserved for issuance pursuant to awards granted under the 2015 Plan. Effective May 20, 2015, no further grants will be made under the Company’s 2013 Omnibus Incentive Plan. The Company recognizes compensation expense based on estimated grant date fair values for all stock-based awards issued to employees and directors, including stock options, restricted stock awards and restricted stock units. Stock Options The Company granted 1,496,861 and 1,838,073 stock options during the nine months ended September 30, 2015 and 2014, respectively. The fair 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 a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock due to its limited trading history. 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 prior to the Company’s initial public offering in April 2014 (the “IPO”) 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 value of the stock options granted during the nine months ended September 30, 2015 and 2014 were as follows: Nine Months Ended September 30, 2015 2014 Weighted-average fair value options granted $ 16.48 $ 13.54 Average risk-free interest rate 1.46 % 1.99 % Expected stock price volatilities (a) 47.0 % 50.4 % Dividend yield None None Expected stock option life (years) 6.06 6.28 ( a) There was no active external or internal market for the Company’s common stock prior to the IPO in April 2014. Due to the Company’s limited trading history, the Company estimated expected volatility for the nine months ended September 30, 2015 and 2014 based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock. Stock option awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows Options Weighted-Average Exercise Price Average Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2014 6,180,795 $ 8.49 $ 172,661 7.87 Granted 1,496,861 35.71 Forfeited (812,591 ) 15.11 Exercised (2,351,842 ) 4.56 Outstanding at September 30, 2015 4,513,223 18.38 46,801 7.97 Vested and expected to vest at September 30, 2015 2,968,849 15.99 35,802 7.71 Exercisable at September 30, 2015 1,341,181 $ 6.86 $ 24,432 6.73 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 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 value of the Company’s stock and the number of options outstanding. The stock options vest over different lengths of time depending upon the grant. Compensation expense is recognized over the vesting period. The Company recorded compensation expense for stock options of $2.3 million for each of the three months ended September 30, 2015 and 2014 and $7.8 million and $7.0 million for the nine months ended September 30, 2015 and 2014, respectively. During the three and nine months ended September 30, 2015, the Company capitalized $0.1 million and $0.3 million, respectively, of stock-based compensation expense as website and software development costs. As of September 30, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $19.6 million and is expected to be recognized over a weighted-average period of 2.91 years. During the nine months ended September 30, 2015 and 2014, the Company reported excess tax benefits as a decrease in cash flows from operations and an increase in cash flows from financing activities of $22.0 million and $4.6 million, respectively. Excess tax benefits reflect the total of the individual stock option exercise transactions in which the reduction to the Company’s income tax liability is greater than the deferred tax assets that were previously recorded. Restricted Stock Units and Restricted Stock Awards Non-vested restricted stock units and restricted stock awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015 were as follows: Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2014 2,899 $ 31.90 — $ — Granted 116,028 35.73 101,616 42.01 Forfeited — — — — Vested — — — — Outstanding at September 30, 2015 118,927 $ 35.64 101,616 $ 42.01 During the three and nine months ended September 30, 2015, compensation expense recognized related to restricted stock awards was $0.6 million and $1.3 million, respectively. During the three and nine months ended September 30, 2015, compensation expense recognized related to restricted stock units was $0.2 million and $0.3 million, respectively. There were no non-vested restricted stock units or restricted stock awards or related expense during the three and nine months ended September 30, 2014. As of September 30, 2015, $2.3 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to 118,927 non-vested restricted stock units with weighted-average grant date fair values of $35.64 is expected to be recognized over a weighted-average period of 2.7 years. As of September 30, 2015, $3.0 million of total unrecognized compensation cost related to 101,616 non-vested restricted stock awards with weighted-average grant date fair values of $42.01 is expected to be recognized over a weighted-average period of 1.4 years. The fair value of these awards was determined based on the Company’s stock price at the grant date and assumes no expected dividend payments through the vesting period. There were no excess tax benefits related to restricted stock units or restricted stock awards during the nine months ended September 30, 2015 and 2014. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes As of September 30, 2015, the Company is under audit in the United States for the 2013 income tax year. The Company currently expects the Internal Revenue Service audit to be completed in 2015. The Company does not expect that there will be any additional tax liabilities, penalties and/or interest as a result of the audit. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity As of September 30, 2015 and December 31, 2014, the Company was authorized to issue two classes of stock: common stock and Series A Preferred Stock. Common Stock Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At September 30, 2015 and December 31, 2014, there were 500,000,000 81,905,325 Series A Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock as of September 30, 2015 and December 31, 2014. Upon the closing of the Company’s 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 Redeemable Common Stock The put rights that would have required the Company to repurchase the Company’s then outstanding redeemable common stock at fair value (as defined in the stockholders agreement) determined at the redemption date were terminated and the shares converted on a one-for-one basis into an aggregate of 1,344,236 The Company’s equity as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows: (in thousands) Balance at December 31, 2014 $ 770,522 Net income 26,789 Currency translation (163 ) Issuance of common stock, acquisitions 15,980 Stock-based compensation 9,710 Tax benefit related to stock-based compensation 21,987 Stock option exercises, net of withholdings and other 10,689 Balance at September 30, 2015 $ 855,514 |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Attributable to Common Stockholders | 11. 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, including stock options, restricted stock units and restricted stock awards, 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 and vesting of restricted stock units and restricted stock awards 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 The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 6,867 84,583 $ 0.08 $ 6,453 79,426 $ 0.08 Effect of Dilutive Securities Preferred stock — — — — Stock options — 1,267 — 3,345 Restricted stock units and restricted stock awards — 17 — — Diluted EPS Net income attributable to common stockholders $ 6,867 85,867 $ 0.08 $ 6,453 82,771 $ 0.08 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 26,789 $ 13,498 Preferred stock tax distributions — (320 ) Basic EPS Net income attributable to common stockholders 26,789 83,827 $ 0.32 13,178 70,893 $ 0.19 Effect of Dilutive Securities Preferred stock — — 320 6,640 Stock options — 1,761 — 3,293 Restricted stock units and restricted stock awards — 11 — — Diluted EPS Net income attributable to common stockholders $ 26,789 85,599 $ 0.31 $ 13,498 80,826 $ 0.17 The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Anti-dilutive shares underlying stock-based awards: Stock options 1,725,267 233,983 1,517,215 233,983 Restricted stock awards — — — — Restricted stock units 88,063 — — — There were no |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 12. Fair Value Measurement Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The accounting guidance for fair value measurements prioritizes valuation methodologies based on the reliability of the inputs in the following three-tier value hierarchy: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. The Company applied the following methods and assumptions in estimating its fair value measurements: the Company’s commercial paper, investments in corporate bonds and certain money market funds are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly. 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 on a recurring basis as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 4,063 $ — $ — $ 1,386 $ — Commercial paper — 98,957 — — 38,055 — Corporate bonds — 62,012 — — 75,080 — Total $ — $ 165,032 $ — $ — $ 114,521 $ — 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 |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
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, 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 consolidated financial statements and accompany notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 5, 2015 (the “2014 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015. |
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 and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. There have been no material changes to the Company’s significant accounting policies described in the 2014 Form 10-K. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”), which eliminates the requirement to account for adjustments identified during the measurement-period in a business combination retrospectively. Instead, the acquirer must recognize measurement-period adjustments during the period in which they are identified, including the effect on earnings of any amounts that would have been recorded in previous periods had the purchase accounting been completed at the acquisition date. ASU 2015-16 will be effective for the Company in the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-16 is expected to eliminate costs related to retrospective application of any measurement-period adjustments that may be identified, but otherwise is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued Accounting Standards Update 2015-05, “Intangibles -Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”), which provides guidance on accounting for fees paid in a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement includes a software license, the software license element should be accounted for consistent with the purchase of other software licenses. If the cloud computing arrangement does not include a software license, it should be accounted for as a service contract. ASU 2015-05 will be effective for the Company in the first quarter of 2016 and may be applied either prospectively or retrospectively. The Company has elected to apply ASU 2015-05 prospectively, however, its adoption is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) , which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB issued Accounting Standards Update 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 will be effective for the Company in the first quarter of 2018. Management is currently evaluating the impact the adoption of ASU 2014-09 will have on the . |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Acquisition Date Fair Value of Assets and Liabilities | The assets acquired and liabilities assumed of DiningIn and Restaurants on the Run were recorded at their estimated fair values as of the closing dates of February 4, 2015 and February 27, 2015, respectively. The following table summarizes the final purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the acquisitions: (in thousands) Cash and cash equivalents $ 698 Accounts receivable 1,978 Prepaid expenses and other assets 266 Customer and vendor relationships 35,604 Property and equipment 161 Developed technology 3,295 Goodwill 34,778 Trademarks 372 Accounts payable and accrued expenses (4,787 ) Total purchase price plus cash acquired 72,365 Cash acquired (698 ) Fair value of common stock issued (15,980 ) Net cash paid $ 55,687 |
Pro Forma Summary of Operation | The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Revenues $ 85,662 $ 68,048 $ 265,627 $ 199,538 Net income 7,160 6,230 27,930 13,014 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Held-to-Maturity Marketable Securities | The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 18,948 $ — $ (3 ) $ 18,945 Corporate bonds — — — — Short term investments Commercial paper 80,070 — (58 ) 80,012 Corporate bonds 62,011 8 (7 ) 62,012 Total $ 161,029 $ 8 $ (68 ) $ 160,969 December 31, 2014 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Corporate bonds $ 1,882 $ 1 $ (1 ) $ 1,882 Short term investments Commercial paper 38,081 — (26 ) 38,055 Corporate bonds 73,260 2 (64 ) 73,198 Total $ 113,223 $ 3 $ (91 ) $ 113,135 |
Summary of Continuous Unrealized Loss on Marketable Securities | The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 98,957 $ (61 ) $ — $ — $ 98,957 $ (61 ) Corporate bonds 32,292 (7 ) — — 32,292 (7 ) Total $ 131,249 $ (68 ) $ — $ — $ 131,249 $ (68 ) December 31, 2014 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 38,055 $ (26 ) $ — $ — $ 38,055 $ (26 ) Corporate bonds 64,557 (65 ) — — 64,557 (65 ) Total $ 102,612 $ (91 ) $ — $ — $ 102,612 $ (91 ) |
Goodwill and Acquired Intangi22
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 8,438 $ (5,202 ) $ 3,236 $ 5,143 $ (2,392 ) $ 2,751 Customer and vendor relationships, databases 227,583 (40,571 ) 187,012 191,979 (30,067 ) 161,912 Trademarks 372 (148 ) 224 — — — Total amortizable intangible assets 236,393 (45,921 ) 190,472 197,122 (32,459 ) 164,663 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 326,069 $ (45,921 ) $ 280,148 $ 286,798 $ (32,459 ) $ 254,339 The components of the acquired intangibles assets added during the nine months ended September 30, 2015 were as follows: Nine Months Ended September 30, 2015 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 35,604 18.4 Developed technology 3,295 1.5 Trademarks 372 1.7 Total $ 39,271 |
Components of Acquired Intangible Assets (Infinite Lived) | The components of acquired intangible assets as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 8,438 $ (5,202 ) $ 3,236 $ 5,143 $ (2,392 ) $ 2,751 Customer and vendor relationships, databases 227,583 (40,571 ) 187,012 191,979 (30,067 ) 161,912 Trademarks 372 (148 ) 224 — — — Total amortizable intangible assets 236,393 (45,921 ) 190,472 197,122 (32,459 ) 164,663 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 326,069 $ (45,921 ) $ 280,148 $ 286,798 $ (32,459 ) $ 254,339 The components of the acquired intangibles assets added during the nine months ended September 30, 2015 were as follows: Nine Months Ended September 30, 2015 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 35,604 18.4 Developed technology 3,295 1.5 Trademarks 372 1.7 Total $ 39,271 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 were as follows: Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2014 $ 352,788 $ — $ 352,788 Acquisitions 34,778 — 34,778 Balance as of September 30, 2015 $ 387,566 $ — $ 387,566 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of September 30, 2015 was as follows: (in thousands) The remainder of 2015 $ 4,674 2016 16,461 2017 14,193 2018 14,022 2019 12,610 Thereafter 128,512 Total $ 190,472 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of September 30, 2015 and December 31, 2014 were as follows: September 30, 2015 December 31, 2014 (in thousands) Computer equipment $ 11,410 $ 12,114 Delivery equipment 360 — Furniture and fixtures 2,022 1,876 Developed software 8,668 12,378 Purchased software 357 2,149 Leasehold improvements 5,949 5,900 Property and equipment 28,766 34,417 Accumulated amortization and depreciation (11,947 ) (18,414 ) Property and equipment, net $ 16,819 $ 16,003 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Restructuring Activity | The following table summarizes the Company’s restructuring activity during the nine months ended September 30, 2015: (in thousands) Restructuring accrual balance at December 31, 2014 $ 748 Restructuring expense — Cash payments (748 ) Restructuring accrual balance at September 30, 2015 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used to Determine Fair Value of Stock Options Granted | The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2015 and 2014 were as follows: Nine Months Ended September 30, 2015 2014 Weighted-average fair value options granted $ 16.48 $ 13.54 Average risk-free interest rate 1.46 % 1.99 % Expected stock price volatilities (a) 47.0 % 50.4 % Dividend yield None None Expected stock option life (years) 6.06 6.28 ( a) There was no active external or internal market for the Company’s common stock prior to the IPO in April 2014. Due to the Company’s limited trading history, the Company estimated expected volatility for the nine months ended September 30, 2015 and 2014 based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock. |
Summary of Stock Option Activity | Stock option awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows Options Weighted-Average Exercise Price Average Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2014 6,180,795 $ 8.49 $ 172,661 7.87 Granted 1,496,861 35.71 Forfeited (812,591 ) 15.11 Exercised (2,351,842 ) 4.56 Outstanding at September 30, 2015 4,513,223 18.38 46,801 7.97 Vested and expected to vest at September 30, 2015 2,968,849 15.99 35,802 7.71 Exercisable at September 30, 2015 1,341,181 $ 6.86 $ 24,432 6.73 |
Non-vested Restricted Stock Unit and Restricted Stock Awards | Non-vested restricted stock units and restricted stock awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015 were as follows: Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2014 2,899 $ 31.90 — $ — Granted 116,028 35.73 101,616 42.01 Forfeited — — — — Vested — — — — Outstanding at September 30, 2015 118,927 $ 35.64 101,616 $ 42.01 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity and Changes in Equity During Period | The Company’s equity as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows: (in thousands) Balance at December 31, 2014 $ 770,522 Net income 26,789 Currency translation (163 ) Issuance of common stock, acquisitions 15,980 Stock-based compensation 9,710 Tax benefit related to stock-based compensation 21,987 Stock option exercises, net of withholdings and other 10,689 Balance at September 30, 2015 $ 855,514 |
Earnings Per Share Attributab27
Earnings Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 6,867 84,583 $ 0.08 $ 6,453 79,426 $ 0.08 Effect of Dilutive Securities Preferred stock — — — — Stock options — 1,267 — 3,345 Restricted stock units and restricted stock awards — 17 — — Diluted EPS Net income attributable to common stockholders $ 6,867 85,867 $ 0.08 $ 6,453 82,771 $ 0.08 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 26,789 $ 13,498 Preferred stock tax distributions — (320 ) Basic EPS Net income attributable to common stockholders 26,789 83,827 $ 0.32 13,178 70,893 $ 0.19 Effect of Dilutive Securities Preferred stock — — 320 6,640 Stock options — 1,761 — 3,293 Restricted stock units and restricted stock awards — 11 — — Diluted EPS Net income attributable to common stockholders $ 26,789 85,599 $ 0.31 $ 13,498 80,826 $ 0.17 |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share | The number of shares of common stock underlying stoc k-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three and nine months ended September 30, 2015 and 2014 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Anti-dilutive shares underlying stock-based awards: Stock options 1,725,267 233,983 1,517,215 233,983 Restricted stock awards — — — — Restricted stock units 88,063 — — — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents the balances of assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 4,063 $ — $ — $ 1,386 $ — Commercial paper — 98,957 — — 38,055 — Corporate bonds — 62,012 — — 75,080 — Total $ — $ 165,032 $ — $ — $ 114,521 $ — |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 27, 2015 | Feb. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Business acquisition, payment costs | $ 55,687 | |||||||
Goodwill related to acquisition | $ 387,566 | $ 387,566 | 387,566 | $ 352,788 | ||||
Revenues | 85,662 | $ 61,941 | 261,866 | $ 180,560 | ||||
Net income (loss) | 6,867 | $ 6,453 | 26,789 | $ 13,498 | ||||
General and administrative expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Direct and indirect expense incurred related to acquisitions | $ 100 | $ 800 | ||||||
DiningIn | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Feb. 4, 2015 | |||||||
Restaurants on the Run, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Feb. 27, 2015 | |||||||
Dining In And Restaurants On Run | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, payment costs | $ 55,687 | |||||||
Business acquisition, transaction value | 71,700 | |||||||
Cash acquired in business acquisition | 698 | |||||||
Goodwill related to acquisition | $ 34,778 | |||||||
Revenues | 16,500 | |||||||
Net income (loss) | $ (800) | |||||||
Common stock | Dining In And Restaurants On Run | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions, share issued | 407,812 |
Schedule of Acquisition-Date Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Thousands | Feb. 27, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Intangible assets | $ 39,271 | ||
Goodwill | 387,566 | $ 352,788 | |
Fair value of common stock issued | (15,980) | ||
Business acquisition, payment costs | 55,687 | ||
Dining In And Restaurants On Run | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 698 | ||
Accounts receivable | 1,978 | ||
Prepaid expenses and other assets | 266 | ||
Property and equipment | 161 | ||
Goodwill | 34,778 | ||
Accounts payable and accrued expenses | (4,787) | ||
Total purchase price plus cash acquired | 72,365 | ||
Cash acquired | (698) | ||
Fair value of common stock issued | (15,980) | ||
Business acquisition, payment costs | 55,687 | ||
Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 35,604 | ||
Customer Relationships | Dining In And Restaurants On Run | |||
Business Acquisition [Line Items] | |||
Intangible assets | 35,604 | ||
Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,295 | ||
Developed technology | Dining In And Restaurants On Run | |||
Business Acquisition [Line Items] | |||
Intangible assets | 3,295 | ||
Trademarks | Dining In And Restaurants On Run | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 372 |
Pro forma Summary of Operation
Pro forma Summary of Operation (Detail) - Dining In And Restaurants On Run - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 85,662 | $ 68,048 | $ 265,627 | $ 199,538 |
Net income | $ 7,160 | $ 6,230 | $ 27,930 | $ 13,014 |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 161,029 | $ 113,223 |
Unrealized Gains | 8 | 3 |
Unrealized Losses | (68) | (91) |
Estimated Fair Value | 160,969 | 113,135 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 18,948 | |
Unrealized Losses | (3) | |
Estimated Fair Value | 18,945 | |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 80,070 | 38,081 |
Unrealized Losses | (58) | (26) |
Estimated Fair Value | 80,012 | 38,055 |
Corporate Bonds | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 1,882 | |
Unrealized Gains | 1 | |
Unrealized Losses | (1) | |
Estimated Fair Value | 1,882 | |
Corporate Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 62,011 | 73,260 |
Unrealized Gains | 8 | 2 |
Unrealized Losses | (7) | (64) |
Estimated Fair Value | $ 62,012 | $ 73,198 |
Summary of Continuous Unrealize
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 131,249 | $ 102,612 |
Unrealized Loss, Less Than 12 Months | (68) | (91) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 131,249 | 102,612 |
Unrealized Loss, Total | (68) | (91) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 98,957 | 38,055 |
Unrealized Loss, Less Than 12 Months | (61) | (26) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 98,957 | 38,055 |
Unrealized Loss, Total | (61) | (26) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 32,292 | 64,557 |
Unrealized Loss, Less Than 12 Months | (7) | (65) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 32,292 | 64,557 |
Unrealized Loss, Total | $ (7) | $ (65) |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |||
Other-than-temporary impairment losses related to marketable securities | $ 0 | $ 0 | $ 0 |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 236,393 | $ 197,122 |
Amortizable intangible assets, Accumulated Amortization | (45,921) | (32,459) |
Amortizable intangible assets, Net Carrying Value | 190,472 | 164,663 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 326,069 | 286,798 |
Total acquired intangible assets, Net Carrying Value | 280,148 | 254,339 |
Developed technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 8,438 | 5,143 |
Amortizable intangible assets, Accumulated Amortization | (5,202) | (2,392) |
Amortizable intangible assets, Net Carrying Value | 3,236 | 2,751 |
Customer and vendor relationships, databases | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 227,583 | 191,979 |
Amortizable intangible assets, Accumulated Amortization | (40,571) | (30,067) |
Amortizable intangible assets, Net Carrying Value | 187,012 | $ 161,912 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 372 | |
Amortizable intangible assets, Accumulated Amortization | (148) | |
Amortizable intangible assets, Net Carrying Value | $ 224 |
Goodwill and Acquired Intangi36
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization expense | $ 17,531 | $ 13,170 | ||
Acquired other intangible assets | $ 39,271 | 39,271 | ||
Other Intangible Assets | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization expense | $ 4,700 | $ 3,600 | $ 13,500 | $ 10,600 |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning | $ 352,788 |
Goodwill, Acquisition of GrubHub Holdings Inc. | 34,778 |
Goodwill, ending | 387,566 |
Net book value, beginning | 352,788 |
Net book value, Acquisition of GrubHub Holdings Inc. | 34,778 |
Net book value, ending | $ 387,566 |
Components of Intangible Assets
Components of Intangible Assets (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 39,271 |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 35,604 |
Weighted Average Amortization Period (years) | 18 years 4 months 24 days |
Developed technology | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 3,295 |
Weighted Average Amortization Period (years) | 1 year 6 months |
Trademarks | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 372 |
Weighted Average Amortization Period (years) | 1 year 8 months 12 days |
Estimated Future Amortization o
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
The remainder of 2015 | $ 4,674 | |
2,016 | 16,461 | |
2,017 | 14,193 | |
2,018 | 14,022 | |
2,019 | 12,610 | |
Thereafter | 128,512 | |
Amortizable intangible assets, Net Carrying Value | $ 190,472 | $ 164,663 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 28,766 | $ 34,417 |
Accumulated amortization and depreciation | (11,947) | (18,414) |
Property and equipment, net | 16,819 | 16,003 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 11,410 | 12,114 |
Delivery equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 360 | |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,022 | 1,876 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 8,668 | 12,378 |
Purchased software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 357 | 2,149 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 5,949 | $ 5,900 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property Plant And Equipment [Line Items] | ||||
Accelerated depreciation and amortization expense | $ 1,900 | |||
Depreciation and amortization | $ 6,299 | $ 5,748 | 21,377 | $ 16,878 |
Capitalized developed software costs | 2,000 | 1,300 | 5,500 | 2,400 |
Property And Equipment Excluding Developed Software | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | 1,100 | 1,500 | 4,500 | 4,200 |
Developed software | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 500 | $ 700 | $ 3,400 | $ 2,100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | ||||||
Restructuring expense | $ 0 | $ 700,000 | $ 0 | $ 1,200,000 | $ 1,300,000 | |
Contract Termination | ||||||
Loss Contingencies [Line Items] | ||||||
Restructuring expense | $ 500,000 | |||||
Merger Income Tax Consequences | ||||||
Loss Contingencies [Line Items] | ||||||
Indemnification related to business combination | $ 15,000,000 | $ 15,000,000 |
Summary of Restructuring Activi
Summary of Restructuring Activity (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 13 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Restructuring And Related Activities [Abstract] | |||||
Restructuring accrual balance at Beginning of period | $ 748,000 | ||||
Restructuring expense | $ 0 | $ 700,000 | 0 | $ 1,200,000 | $ 1,300,000 |
Cash payments | $ (748,000) | ||||
Restructuring accrual balance at end of period | $ 748,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options, Granted | 1,496,861 | 1,838,073 | ||||
Aggregate intrinsic value of awards exercised | $ 4,600,000 | $ 35,700,000 | $ 82,600,000 | $ 47,300,000 | ||
Stock-based compensation | 9,378,000 | 6,981,000 | ||||
Unrecognized stock-based compensation expense | 19,600,000 | 19,600,000 | ||||
Excess tax benefit related to stock-based compensation | 21,987,000 | 4,569,000 | ||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation | 2,300,000 | $ 2,300,000 | $ 7,800,000 | 7,000,000 | ||
Unrecognized compensation expense recognition period | 2 years 10 months 28 days | |||||
Excess tax benefit related to stock-based compensation, decrease in operating activities | $ 21,987,000 | 4,569,000 | ||||
Excess tax benefit related to stock-based compensation | 21,987,000 | $ 4,569,000 | ||||
Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 600,000 | $ 1,300,000 | ||||
Unrecognized compensation expense recognition period | 1 year 4 months 24 days | |||||
Non-vested restricted stock units | 101,616 | 0 | 101,616 | 0 | ||
Unrecognized compensation expense related to share based awards other than options | $ 3,000,000 | $ 3,000,000 | ||||
Weighted average grant date fair value | $ 42.01 | $ 42.01 | ||||
Excess tax benefits | $ 0 | $ 0 | ||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 200,000 | $ 300,000 | ||||
Unrecognized compensation expense recognition period | 2 years 8 months 12 days | |||||
Non-vested restricted stock units | 118,927 | 0 | 118,927 | 0 | 2,899 | |
Unrecognized compensation expense related to share based awards other than options | $ 2,300,000 | $ 2,300,000 | ||||
Weighted average grant date fair value | $ 35.64 | $ 35.64 | $ 31.90 | |||
Excess tax benefits | $ 0 | $ 0 | ||||
Website and Software Development Cost | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock base compensation capitalized as website and software development cost | $ 100,000 | $ 300,000 | ||||
2015 Long-Term Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares reserved for issuance | 14,256,901 | |||||
Omnibus Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options, Granted | 0 |
Assumptions Used to Determine F
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted-average fair value options granted | $ 16.48 | $ 13.54 | |
Average risk-free interest rate | 1.46% | 1.99% | |
Expected stock price volatilities | [1] | 47.00% | 50.40% |
Dividend yield | 0.00% | 0.00% | |
Expected stock option life (years) | 6 years 22 days | 6 years 3 months 11 days | |
[1] | There was no active external or internal market for the Company’s common stock prior to the IPO in April 2014. Due to the Company’s limited trading history, the Company estimated expected volatility for the nine months ended September 30, 2015 and 2014 based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock. |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Options | |||
Options, Beginning Balance | 6,180,795 | ||
Options, Granted | 1,496,861 | 1,838,073 | |
Options, Forfeited | (812,591) | ||
Options, Exercised | (2,351,842) | ||
Options, Ending Balance | 4,513,223 | 6,180,795 | |
Options, Vested and expected to vest | 2,968,849 | ||
Options, Exercisable | 1,341,181 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price, Beginning Balance | $ 8.49 | ||
Weighted Average Exercise Price, Granted | 35.71 | ||
Weighted Average Exercise Price, Forfeited | 15.11 | ||
Weighted Average Exercise Price, Exercised | 4.56 | ||
Weighted Average Exercise Price, Ending Balance | 18.38 | $ 8.49 | |
Weighted Average Exercise Price, Vested and expected to vest | 15.99 | ||
Weighted Average Exercise Price, Exercisable | $ 6.86 | ||
Average Intrinsic Value/Weighted Average Exercise Term | |||
Average Intrinsic Value | $ 46,801 | $ 172,661 | |
Average Intrinsic Value, Vested and expected to vest | 35,802 | ||
Average Intrinsic Value, Exercisable | $ 24,432 | ||
Weighted Average Exercise Term, Outstanding Balance | 7 years 11 months 19 days | 7 years 10 months 13 days | |
Weighted Average Exercise Term, Vested and expected to vest | 7 years 8 months 16 days | ||
Weighted Average Exercise Term, Exercisable | 6 years 8 months 23 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Unit and Restricted Stock Awards (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 2,899 |
Shares, Granted | shares | 116,028 |
Shares, Ending Balance | shares | 118,927 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 31.90 |
Weighted Average Grant Date Fair Value, Granted | 35.73 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 35.64 |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Granted | shares | 101,616 |
Shares, Ending Balance | shares | 101,616 |
Weighted Average Grant Date Fair Value, Granted | $ 42.01 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 42.01 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - Internal Revenue Service | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Examination [Line Items] | |
Income tax year under examination | 2,013 |
Income tax examination description | As of September 30, 2015, the Company is under audit in the United States for the 2013 income tax year. The Company currently expects the Internal Revenue Service audit to be completed in 2015. The Company does not expect that there will be any additional tax liabilities, penalties and/or interest as a result of the audit. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | Apr. 04, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | |||
Number of votes per share | One vote per share | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 84,766,595 | 81,905,325 | |
Common stock, shares outstanding | 84,766,595 | 81,905,325 | |
Treasury stock, shares | 0 | 0 | |
Series A Convertible Preferred Stock, shares authorized | 25,000,000 | 25,000,000 | |
Series A Convertible Preferred Stock, shares issued | 0 | 0 | |
Series A Convertible Preferred Stock, shares outstanding | 0 | 0 | |
Shares of common stock that would require the Company to repurchase these shares at fair value determined at the redemption date | 1,344,236 | ||
Redeemable common stock converted, conversion ratio | The put rights that would have required the Company to repurchase the Company’s then outstanding redeemable common stock at fair value (as defined in the stockholders agreement) determined at the redemption date were terminated and the shares converted on a one-for-one basis into an aggregate of 1,344,236 shares common stock upon the closing of the IPO on April 4, 2014. | ||
Redeemable Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, shares outstanding | 0 | 0 | |
IPO | |||
Class Of Stock [Line Items] | |||
Initial public offering closing date | Apr. 4, 2014 | ||
IPO | Common stock | |||
Class Of Stock [Line Items] | |||
Series A Convertible Preferred Stock, Conversion Description | Upon the closing of the Company’s 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. | ||
Number of common shares issued upon conversion of preferred stock | 1 | ||
Number of Series A preferred stock shares converted into common stock | 19,284,113 |
Equity and Changes in Equity Du
Equity and Changes in Equity During Period (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity [Abstract] | ||||
Balance at beginning of period | $ 770,522 | |||
Net income | $ 6,867 | $ 6,453 | 26,789 | $ 13,498 |
Currency translation | (266) | $ (298) | (163) | $ (114) |
Issuance of common stock, acquisitions | 15,980 | |||
Stock-based compensation | 9,710 | |||
Tax benefit related to stock-based compensation | 21,987 | |||
Stock option exercises, net of withholdings and other | 10,689 | |||
Balance at end of period | $ 855,514 | $ 855,514 |
Earnings Per Share Attributab51
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares | Apr. 04, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 88,063 | 0 | 0 | |
Restricted Stock Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | ||
Common stock | IPO | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Number of Series A preferred stock shares converted into common stock | 19,284,113 |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | ||||
Net income | $ 6,867 | $ 6,453 | $ 26,789 | $ 13,498 |
Preferred stock tax distributions | (320) | |||
Basic EPS | ||||
Net income attributable to common stockholders | 6,867 | 6,453 | 26,789 | 13,178 |
Effect of Dilutive Securities | ||||
Preferred stock | 320 | |||
Diluted EPS | ||||
Net income attributable to common stockholders | $ 6,867 | $ 6,453 | $ 26,789 | $ 13,498 |
Basic EPS, Shares | ||||
Weighted average number of shares outstanding, basic | 84,583 | 79,426 | 83,827 | 70,893 |
Effect of Dilutive Securities, shares | ||||
Preferred stock, shares | 6,640 | |||
Diluted EPS, shares | ||||
Weighted average number of shares outstanding, diluted | 85,867 | 82,771 | 85,599 | 80,826 |
Basic EPS, per share amount | ||||
Net income attributable to common stockholders, per share amount | $ 0.08 | $ 0.08 | $ 0.32 | $ 0.19 |
Diluted EPS, per share amount | ||||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 0.08 | $ 0.08 | $ 0.31 | $ 0.17 |
Stock Options | ||||
Effect of Dilutive Securities, shares | ||||
Stock options, Restricted stock units and restricted stock awards, shares | 1,267 | 3,345 | 1,761 | 3,293 |
Restricted Stock Units and Restricted Stock Awards | ||||
Effect of Dilutive Securities, shares | ||||
Stock options, Restricted stock units and restricted stock awards, shares | 17 | 11 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Options | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 1,725,267 | 233,983 | 1,517,215 | 233,983 |
Restricted Stock Awards | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 0 | 0 | ||
Restricted Stock Units | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 88,063 | 0 | 0 |
Schedule of Fair Value Assets M
Schedule of Fair Value Assets Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - Level 2 - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 165,032 | $ 114,521 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 4,063 | 1,386 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 98,957 | 38,055 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 62,012 | $ 75,080 |