Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
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 | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 84,576,652 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 2,186,085,162 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenues | $ 361,825 | $ 253,873 | $ 137,143 |
Costs and expenses: | |||
Sales and marketing | 91,150 | 66,201 | 37,347 |
Operations and support | 107,424 | 62,509 | 34,173 |
Technology (exclusive of amortization) | 32,782 | 25,185 | 15,357 |
General and administrative | 40,506 | 32,307 | 21,907 |
Depreciation and amortization | 28,034 | 22,687 | 13,470 |
Total costs and expenses | 299,896 | 208,889 | 122,254 |
Income before provision for income taxes | 61,929 | 44,984 | 14,889 |
Provision for income taxes | 23,852 | 20,721 | 8,142 |
Net income | 38,077 | 24,263 | 6,747 |
Preferred stock tax distributions | (320) | (1,073) | |
Net income attributable to common stockholders | $ 38,077 | $ 23,943 | $ 5,674 |
Net income per share attributable to common stockholders: | |||
Basic | $ 0.45 | $ 0.33 | $ 0.14 |
Diluted | $ 0.44 | $ 0.30 | $ 0.12 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | |||
Basic | 84,076 | 73,571 | 40,681 |
Diluted | 85,706 | 81,698 | 56,645 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 38,077 | $ 24,263 | $ 6,747 |
OTHER COMPREHENSIVE INCOME (LOSS) | |||
Foreign currency translation adjustments | (342) | (394) | 159 |
COMPREHENSIVE INCOME | $ 37,735 | $ 23,869 | $ 6,906 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 169,293 | $ 201,796 |
Short term investments | 141,448 | 111,341 |
Accounts receivable, less allowances for doubtful accounts | 42,051 | 36,127 |
Prepaid expenses | 3,482 | 2,940 |
Total current assets | 356,274 | 352,204 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 19,082 | 16,003 |
OTHER ASSETS: | ||
Other assets | 3,105 | 3,543 |
Goodwill | 396,220 | 352,788 |
Acquired intangible assets, net of amortization | 285,567 | 254,339 |
Total other assets | 684,892 | 610,670 |
TOTAL ASSETS | 1,060,248 | 978,877 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 64,326 | 91,575 |
Accounts payable | 8,189 | 3,371 |
Accrued payroll | 4,841 | 5,958 |
Taxes payable | 426 | 1,660 |
Other accruals | 11,830 | 8,441 |
Total current liabilities | 89,612 | 111,005 |
LONG TERM LIABILITIES: | ||
Deferred taxes, non-current | 87,584 | 91,419 |
Other accruals | 5,456 | 5,931 |
Total long term liabilities | $ 93,040 | $ 97,350 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Series A Convertible Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of December 31, 2015 and December 31, 2014; issued and outstanding: no shares as of December 31, 2015 and December 31, 2014. | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at December 31, 2015 and December 31, 2014; issued and outstanding: 84,979,869 and 81,905,325 shares as of December 31, 2015 and December 31, 2014, respectively | $ 8 | $ 8 |
Accumulated other comprehensive loss | (604) | (262) |
Additional paid-in capital | 759,292 | 689,953 |
Retained earnings | 118,900 | 80,823 |
Total Stockholders’ Equity | 877,596 | 770,522 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,060,248 | $ 978,877 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Series A Convertible Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
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 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 84,979,869 | 81,905,325 |
Common stock, shares outstanding | 84,979,869 | 81,905,325 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 38,077 | $ 24,263 | $ 6,747 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Depreciation | 5,085 | 5,032 | 3,992 |
Provision for doubtful accounts | 850 | 426 | 473 |
Loss on disposal of fixed assets | 11 | ||
Deferred taxes | (3,835) | 4,612 | 1,706 |
Amortization of intangible assets | 22,949 | 17,655 | 9,477 |
Tenant allowance amortization | (159) | (159) | (159) |
Stock-based compensation | 13,450 | 9,393 | 4,933 |
Deferred rent | 32 | (17) | (135) |
Investment premium amortization | 688 | 315 | |
Change in assets and liabilities, net of the effects of business acquisitions: | |||
Accounts receivable | (4,343) | (7,394) | (8,298) |
Prepaid expenses and other assets | 242 | (1,669) | (2,388) |
Restaurant food liability | (29,409) | 13,414 | 26,549 |
Accounts payable | 3,312 | (259) | 2,065 |
Accrued payroll | (2,104) | 4,243 | (1,707) |
Other accruals | (80) | 3,038 | (2,192) |
Due to related party | (244) | ||
Net cash provided by operating activities | 44,755 | 72,904 | 40,819 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of investments | (220,667) | (113,156) | |
Proceeds from maturity of investments | 189,872 | 1,500 | |
Capitalized website and development costs | (7,137) | (3,431) | (2,592) |
Purchases of property and equipment | (4,150) | (3,653) | (4,429) |
Acquisitions of businesses, net of cash acquired | (73,907) | ||
Cash acquired in merger of Grubhub Holdings Inc. | 13,266 | ||
Other cash flows from investing activities | (408) | ||
Net cash provided by (used in) investing activities | (116,397) | (118,740) | 6,245 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net proceeds from the issuance of common stock | 142,541 | ||
Repurchases of common stock | (116) | (1,367) | |
Proceeds from exercise of stock options | 11,919 | 8,322 | 1,418 |
Excess tax benefits related to stock-based compensation | 27,830 | 12,975 | |
Taxes paid related to net settlement of stock-based compensation awards | (345) | (2,070) | |
Preferred stock tax distributions | (320) | (1,893) | |
Net cash provided by (used in) financing activities | 39,404 | 161,332 | (1,842) |
Net change in cash and cash equivalents | (32,238) | 115,496 | 45,222 |
Effect of exchange rates on cash | (265) | (242) | 159 |
Cash and cash equivalents at beginning of year | 201,796 | 86,542 | 41,161 |
Cash and cash equivalents at end of the period | 169,293 | 201,796 | 86,542 |
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS | |||
Fair value of common stock issued for acquisitions | 15,980 | 421,485 | |
Cash paid for income taxes | 1,326 | $ 7,706 | |
Capitalized property, equipment and website and development costs in accounts payable at period end | 927 | ||
Cashless exercise of stock options | 1,054 | ||
Settlement of receivable through cashless acquisition of treasury shares in connection with the net settlement of stock-based awards | $ (345) | $ (3,123) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Redeemable Common Stock - USD ($) $ in Thousands | Total | Common stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Redeemable Common Stock |
Balance, beginning (in shares) at Dec. 31, 2012 | 31,218,164 | 11,185,683 | 131,607 | |||||
Balance, beginning at Dec. 31, 2012 | $ 137,888 | $ 3 | $ 1 | $ (858) | $ 86,743 | $ (27) | $ 52,026 | |
Net income | 6,747 | 6,747 | ||||||
Common stock repurchase | (1,367) | $ (1,367) | ||||||
Common stock repurchase (Shares) | (176,082) | 176,082 | ||||||
Treasury share reissuance | $ 2,225 | (2,225) | ||||||
Treasury share reissuance (shares) | 307,689 | (307,689) | ||||||
Currency translation | 159 | 159 | ||||||
Stock-based compensation | 4,933 | 4,933 | ||||||
Issuance of common stock, acquisitions | 421,485 | $ 2 | $ 1 | 421,482 | ||||
Issuance of common stock, acquisitions (shares) | 23,318,580 | 8,098,430 | ||||||
Preferred stock tax distributions | (1,893) | (1,893) | ||||||
Redeemable common stock | (18,415) | (18,415) | $ 18,415 | |||||
Redeemable common stock (shares) | (1,344,236) | 1,344,236 | ||||||
Deferred tax effects attributable to merger of partnership interest | 6,420 | 6,420 | ||||||
Stock option exercises, net of withholdings and other | 1,418 | 1,418 | ||||||
Stock option exercises, net of withholdings and other (in shares) | 433,322 | |||||||
Balance, ending (in shares) at Dec. 31, 2013 | 53,757,437 | 19,284,113 | ||||||
Balance, ending at Dec. 31, 2013 | 557,375 | $ 5 | $ 2 | 500,356 | 132 | 56,880 | ||
Balance, ending, redeemable stock at Dec. 31, 2013 | $ 18,415 | |||||||
Balance, ending, redeemable stock (in shares) at Dec. 31, 2013 | 1,344,236 | |||||||
Net income | 24,263 | 24,263 | ||||||
Currency translation | (394) | (394) | ||||||
Termination of put rights of redeemable common stock, in connection with the IPO | 34,950 | 34,950 | $ (34,950) | |||||
Termination of put rights of redeemable common stock in connection with the IPO (in shares) | 1,344,236 | (1,344,236) | ||||||
Conversion of preferred stock upon IPO | $ 2 | $ (2) | ||||||
Conversion of preferred stock upon IPO (in shares) | 19,284,113 | (19,284,113) | ||||||
Issuance of common stock, net of issuance costs | 142,541 | $ 1 | 142,540 | |||||
Issuance of common stock, net of issuance costs (in shares) | 5,250,000 | |||||||
Change in fair value of redeemable common stock | (16,535) | (16,535) | $ 16,535 | |||||
Stock-based compensation | 9,530 | 9,530 | ||||||
Preferred stock tax distributions | (320) | (320) | ||||||
Tax benefit related to stock-based compensation | 12,975 | 12,975 | ||||||
Stock option exercises, net of withholdings and other | 9,376 | 9,376 | ||||||
Stock option exercises, net of withholdings and other (in shares) | 2,416,651 | |||||||
Common stock repurchases and retirements | (3,239) | (3,239) | ||||||
Common stock repurchases and retirements (in shares) | (147,112) | |||||||
Balance, ending (in shares) at Dec. 31, 2014 | 81,905,325 | |||||||
Balance, ending at Dec. 31, 2014 | 770,522 | $ 8 | 689,953 | (262) | 80,823 | |||
Net income | 38,077 | 38,077 | ||||||
Currency translation | (342) | (342) | ||||||
Stock-based compensation | 13,955 | 13,955 | ||||||
Issuance of common stock, acquisitions | 15,980 | 15,980 | ||||||
Issuance of common stock, acquisitions (shares) | 407,812 | |||||||
Tax benefit related to stock-based compensation | 27,830 | 27,830 | ||||||
Stock option exercises, net of withholdings and other | $ 11,919 | 11,919 | ||||||
Stock option exercises, net of withholdings and other (in shares) | 2,578,398 | 2,578,398 | ||||||
Issuance of restricted stock awards (shares) | 101,616 | |||||||
Shares repurchased and retired to satisfy tax withholding upon vesting | $ (345) | (345) | ||||||
Shares repurchased and retired to satisfy tax withholding upon vesting (in share) | (13,282) | |||||||
Balance, ending (in shares) at Dec. 31, 2015 | 84,979,869 | |||||||
Balance, ending at Dec. 31, 2015 | $ 877,596 | $ 8 | $ 759,292 | $ (604) | $ 118,900 |
Organization and Reorganization
Organization and Reorganization | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 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. 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” The financial position and results of operations of Seamless Holdings and Seamless North America, LLC have been included in the consolidated financial statements for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated statements of operations include the results of entities acquired from the dates of the acquisitions for accounting purposes. Use of Estimates The preparation of consolidated financial statements in conformity 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 finite lives and other long-lived assets and stock-based compensation. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the Company’s consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and that are so near their maturity that they present minimal risk of changes in value because of changes in interest rates. The Company’s cash equivalents include only investments with original maturities of three months or less. The Company regularly maintains cash in excess of federally insured limits at financial institutions. Marketable Securities Marketable securities consist primarily of commercial paper and investment grade U.S. and non-U.S.-issued corporate and U.S. government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Marketable securities with original maturities of three months or less are included in cash and cash equivalents and marketable securities with original maturities greater than three months, but less than one year, are included in short term investments on the consolidated balance sheets. The Company determines the classification of its marketable securities as available-for-sale or held-to-maturity at the time of purchase and reassesses these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the intent to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. The amortized cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity, which is recognized as interest income within general and administrative expense in the consolidated statements of operations. Interest income is recognized when earned. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of foreign currency translation adjustments. The financial statements of the Company’s U.K. subsidiary are translated from their functional currency into U.S. dollars. Assets and liabilities are translated at period end rates of exchange, and revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive loss on the consolidated balance sheets. Property and Equipment, Net Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2-3 years Delivery equipment 1.5 years Furniture and fixtures 5 years Developed software 1-3 years Purchased software 3-5 years Leasehold improvements Shorter of expected useful life or lease term The Company reduced the estimated useful life on certain developed and purchased software and computer equipment assets to coincide 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 (see Note 7, “ Property and Equipment” Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, the Company records a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. Accounts Receivable, Net Accounts receivable primarily represent the net cash due from the Company’s payment processor for cleared transactions and amounts owed from corporate customers. The carrying amount of the Company’s receivables is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. These uncollected amounts are generally not recovered from the restaurants. The allowance is recorded through a charge to bad debt expense which is recorded within general and administrative expense in the consolidated statements of operations. The allowance is based on historical loss experience and any specific risks identified in collection matters. Management provides for probable uncollectible amounts through a charge against bad debt expense and a credit to an allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off against the allowance. The Company does not charge interest on trade receivables. The Company incurs expenses for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a diner’s card is authorized but fails to process, and for other unpaid credit card receivables, as well as uncollected accounts receivable from the Company’s corporate customers. The majority of the Company’s chargeback expense is recorded directly to general and administrative expense in the consolidated statements of operations as the charges are incurred; however, a portion of the allowance for doubtful accounts includes a reserve for chargebacks on the net cash due from the Company’s payment processors as of the end of the period. Changes in the Company’s allowance for doubtful accounts for the periods presented were as follows: Year Ended December 31, 2015 2014 Balance at beginning of period $ 723 $ 510 Additions to expense 850 426 Writeoffs, net of recoveries and other adjustments (614 ) (213 ) Balance at end of period $ 959 $ 723 Advertising Costs Advertising costs are generally expensed as incurred in connection with the requisite service period. Certain advertising production costs are capitalized and expensed when the advertisement first takes place. For the years ended December 31, 2015, 2014 and 2013, expenses attributable to advertising totaled approximately $64.4 million, $45.9 million and $25.0 million, respectively. Advertising costs are recorded in sales and marketing expense on the Company’s consolidated statements of operations. Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units and restricted stock awards, at fair value on the date of grant and recognizes compensation expense over the service period on a straight-line basis for awards expected to vest. The Company uses the Black-Scholes option-pricing model to determine the fair value for stock options. In valuing the Company’s options, the Company makes assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives, including estimated forfeiture rates. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Expected dividend yield is based on the Company’s historical dividend payments, which have been zero to date. As the Company did not have public trading history for its common shares until April of 2014, the expected volatility for the Company’s common stock is estimated using a combination of the published historical and implied volatilities of industry peers representing the verticals in which the Company operates and the historical volatility of the Company’s own common stock. The Company estimates the weighted-average expected life of the options as the average of the vesting option schedule and the term of the award, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time stock-based awards have been exercisable. The term of the award is estimated using the simplified method. Forfeiture rates are estimated using historical actual forfeiture trends as well as the Company’s judgment of future forfeitures. These rates are evaluated quarterly and any change in compensation expense is recognized in the period of the change. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. The Company considers many factors when estimating expected forfeitures, including the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management’s current estimates. The Company has elected to use the with-and-without method in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes available to the Company have been utilized. See Note 9, “Stock-Based Compensation” for further discussion. Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in a given year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of operations. See Note 10, “ Income Taxes Seamless North America, LLC became a partnership for tax purposes in June of 2011. The income tax consequences of a partnership are borne by its partners. The tax consequences of this partnership were borne by Aramark Holdings Corporation (“Aramark”) and SLW Investors, LLC from June of 2011 through October 29, 2012. Starting October 30, 2012, 74% of the partnership’s taxable income was reflected as taxable income at Seamless Holdings, a subsidiary of Grubhub Inc. Starting on August 9, 2013, 100% of the partnership’s taxable income was recognized as taxable income by the Company. If Seamless North America, LLC had been taxed as a C corporation for all of its earnings throughout 2013, the tax expense recorded in these consolidated statements of operations would have increased by $0.9 million. Intangible Assets Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and are reviewed for impairment. The Company evaluates intangible assets and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended December 31, 2015, 2014 or 2013. Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over the estimated useful life of the application. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in depreciation and amortization in the consolidated statements of operations. The Company capitalized $8.0 million, $3.6 million and $2.6 million of website development costs during the years ended December 31, 2015, 2014 and 2013, respectively. Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Absent any special circumstances that could require an interim test, the Company has elected to test for goodwill impairment at September 30 of each year. The Company tests for impairment using a two-step process. The first step of the goodwill impairment test identifies if there is potential goodwill impairment. If step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any, by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The Company determined there was no goodwill impairment during the years ended December 31, 2015, 2014 or 2013. Fair Value 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. See Note 14, “Fair Value Measurement,” Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. For the years ended December 31, 2015, 2014 and 2013, the Company had no customers which accounted for more than 1% of revenue or 10% of accounts receivable. Revenue Recognition In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. The Company considers a signed agreement, a binding contract with the restaurant or other similar documentation reflecting the terms and conditions under which products or services will be provided to be persuasive evidence of an arrangement. The Company generates revenues primarily when diners place an order on the platform through its mobile applications, its websites, third-party websites that incorporate API or one of the Company’s listed phone numbers. Restaurants pay a commission, typically a percentage of the transaction, on orders that are processed through the platform. Most of the restaurants on the platform can choose their level of commission rate, at or above a base rate, to affect their relative priority in the sorting algorithms, with restaurants paying higher commission rates generally appearing higher in the search order than restaurants paying lower commission rates. Additionally, restaurants that use the Company’s delivery services pay an additional commission for the use of those services. As an agent of the merchant in the transaction, the Company recognizes as revenues only the commissions from the transaction, which are a percentage of the total Gross Food Sales for such transaction. The Company periodically provides incentive offers to restaurants and diners to use the platform. These promotions are generally cash credits to be applied against purchases. These incentive offers are recorded as reductions in revenues, generally on the date the corresponding revenue is recorded. Revenues from online and phone delivery orders are recognized when these orders are placed at the restaurants. The amount of revenue recorded by the Company is based on the contractual arrangement with the related restaurant, and is adjusted for any cash credits, including incentive offers provided to restaurants and diners, related to the transaction. The Company also recognizes as revenue any fees charged to the diner for delivery services provided by the Company. Although the Company will process the entire amount of the transaction with the diner, it will record revenue on a net basis because the Company is acting as an agent of the merchant in the transaction. The Company will record an amount representing the restaurant food liability for the net balance due the restaurant. Costs incurred for processing the transactions and providing delivery services are included in operations and support in the consolidated statements of operations. Deferred Rent For the Company’s operating leases, the Company recognizes rent expenses on a straight-line basis over the terms of the leases. Accordingly, the Company records the difference between cash rent payments and the recognition of rent expenses as a deferred rent liability in the consolidated balance sheets. The Company has landlord-funded leasehold improvements that are recorded as tenant allowances which are being amortized as a reduction of rent expense over the noncancelable terms of the operating leases. Segments The Company has one reportable segment, which has been identified based on how the chief operating decision maker manages the business, makes operating decisions and evaluates operating performance. Recently Issued Accounting Pronouncements In November 2015, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-17, “Income Taxes – Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The purpose of the standard is to simplify the presentation of deferred taxes on a classified balance sheet. Under current GAAP, deferred income tax assets and liabilities are separated into current and noncurrent amounts in the balance sheet. The amendments in ASU 2015-17 require that all deferred tax assets and liabilities be classified as noncurrent in the balance sheet. The ASU is effective beginning in the first quarter of 2017, but with early adoption permitted and may be applied either prospectively or retrospectively. The Company has elected to early adopt ASU 2015-17 on a retrospective basis effective in the fourth quarter of 2015. The adoption of ASU 2015-17 impacted the presentation of the Company’s deferred tax assets and liabilities in the consolidated balance sheets and certain disclosures, but did not have an impact on results of operations or cash flows. See Note 10, “Income Taxes” for further details. In September 2015, the 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 | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2015 Acquisitions On February 4, 2015, the Company acquired assets of DiningIn.com, Inc. and certain of its affiliates (collectively, “DiningIn”), on February 27, 2015, the Company acquired the membership units of Restaurants on the Run, LLC (“Restaurants on the Run”) and on December 4, 2015, the Company acquired the membership units of Mealport USA, LLC (“Delivered Dish”). 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 year ended December 31, 2015, the Company incurred certain expenses directly and indirectly related to acquisitions of million, which were recognized in general and administrative expenses within the consolidated statements of operations. The assets acquired and liabilities assumed of DiningIn, Restaurants on the Run and Delivered Dish were recorded at their estimated fair values as of the closing dates of February 4, 2015, February 27, 2015 and December 4, 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 DiningIn, Restaurants on the Run and Delivered Dish acquisitions: (in thousands) Cash and cash equivalents $ 698 Accounts receivable 2,331 Prepaid expenses and other assets 325 Customer and vendor relationships 44,259 Property and equipment 161 Developed technology 4,676 Goodwill 43,432 Trademarks 529 Accounts payable and accrued expenses (5,826 ) Total purchase price plus cash acquired 90,585 Cash acquired (698 ) Fair value of common stock issued (15,980 ) Net cash paid $ 73,907 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, Restaurants on the Run and Delivered Dish have been included in the Company’s financial statements since February 4, 2015, February 27, 2015 and December 4, 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 December 31, 2015 were $23.0 million and $1.5 million, respectively. The following unaudited pro forma information presents a summary of the operating results of the Company for the years ended December, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014: Year Ended December 31, 2015 2014 (in thousands) Revenues $ 371,021 $ 283,522 Net income 39,431 23,103 The pro forma adjustments reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred and pro forma tax adjustments for the years ended December 31, 2015 and 2014 as follows: Year Ended December 31, 2015 2014 (in thousands) Depreciation and amortization $ 3 $ 5,483 Transaction costs (1,055 ) (646 ) Income tax benefit (109 ) (1,066 ) The unaudited pro forma revenues and net income 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 acquisitions been completed as of the beginning of the 2014 Acquisitions There were no acquisitions during the year ended December 31, 2014. 2013 Acquisitions On August 8, 2013 (the “Merger Date”), 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 stored and displayed approximately 275,000 menus at the time of acquisition. 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 recognized post-Merger for the unrecognized compensation expense related to Grubhub Holdings Inc. stock options. See Note 9, “ Stock-Based Compensation”, 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 $4.7 million during the year ended December 31, 2013, which were recognized in general and administrative expense within the 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) and vendor 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) and vendor 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. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014 were as follows: December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 22,744 $ — $ (5 ) $ 22,739 Short term investments Commercial paper 90,949 — (102 ) 90,847 Corporate bonds 41,503 9 (39 ) 41,473 U.S. government agency bonds 8,996 8 — 9,004 Total $ 164,192 $ 17 $ (146 ) $ 164,063 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 December 31, 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 December 31, 2015 and 2014 were as follows: December 31, 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 $ 113,586 $ (107 ) $ — $ — $ 113,586 $ (107 ) Corporate bonds 31,952 (39 ) — — 31,952 (39 ) Total $ 145,538 $ (146 ) $ — $ — $ 145,538 $ (146 ) 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 years ended December 31, 2015 and 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 14, “ Fair Value Measurement”, |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions Due to Related Party During the year ended December 31, 2013, the Company had a cash management program with Aramark whereby all payroll and related costs were funded by Aramark and all cumulative excess cash balances were deposited with Aramark. The program was terminated in 2013 and no balance was due as of December 31, 2013. Corporate Services Agreement The Company had an arrangement with Aramark pursuant to which Aramark would provide support to the Company for certain corporate, accounting, information technology and other administrative services. Total expenses incurred under this arrangement were $0.1 million during the years ended December 31, 2013. The arrangement was terminated in 2013. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 6. Goodwill and Acquired Intangible Assets The components of acquired intangible assets as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 9,819 $ (6,288 ) $ 3,531 $ 5,143 $ (2,392 ) $ 2,751 Customer and vendor relationships, databases 236,238 (44,192 ) 192,046 191,979 (30,067 ) 161,912 Trademarks 529 (215 ) 314 — — — Total amortizable intangible assets 246,586 (50,695 ) 195,891 197,122 (32,459 ) 164,663 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 336,262 $ (50,695 ) $ 285,567 $ 286,798 $ (32,459 ) $ 254,339 Amortization expense for acquired intangible assets was $18.2 million, $14.1 million and $6.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 were as follows. Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2013 $ 352,788 $ — $ 352,788 Balance as of December 31, 2014 352,788 — 352,788 Acquisitions 43,432 — 43,432 Balance as of December 31, 2015 $ 396,220 $ — $ 396,220 During the year ended December 31, 2015, the Company recorded additions to acquired intangible assets of $49.5 million as a result of the acquisitions of DiningIn, Restaurants on the Run and Delivered Dish. The components of the acquired intangibles assets added during the year ended December 31, 2015 were as follows: Year Ended December 31, 2015 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 44,259 18.7 Developed technology 4,676 1.7 Trademarks 529 1.8 Total $ 49,464 Estimated future amortization expense of acquired intangible assets as of December 31, 2015 was as follows: (in thousands) 2016 $ 17,664 2017 15,331 2018 14,455 2019 14,455 2020 11,249 Thereafter 122,737 Total $ 195,891 As of December 31, 2015, the estimated remaining weighted-average useful life of the Company’s acquired intangibles was 14.3 years. The Company recognizes amortization expense for acquired intangibles on a straight-line basis. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment The components of the Company’s property and equipment as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 (in thousands) Computer equipment $ 10,080 $ 12,114 Delivery equipment 555 — Furniture and fixtures 2,092 1,876 Developed software 11,129 12,378 Purchased software 361 2,149 Leasehold improvements 6,050 5,900 Property and equipment 30,267 34,417 Accumulated amortization and depreciation (11,185 ) (18,414 ) Property and equipment, net $ 19,082 $ 16,003 The gross carrying amount and accumulated amortization and depreciation of the Company’s property and equipment as of December 31, 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 and certain other computer equipment that were fully depreciated and disposed of during the fourth quarter of 2015. During the year ended December 31, 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 years ended December 31, 2015, 2014 and 2013 of $5.7 million, $5.7 million and $4.0 million, respectively. The Company capitalized developed software costs of $8.0 million, $3.6 million and $2.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the consolidated statements of operations, for the years ended December 31, 2015, 2014 and 2013 was $4.1 million, $2.9 million and $2.6 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Office Facility Leases The Company has various operating lease agreements for its office facilities which expire at various dates through March 2026. The terms of the lease agreements provide for rental payments on a graduated basis. The Company can, after the initial lease term, renew its leases under right of first offer terms at fair value at the time of renewal for a period of five years. The Company recognizes rent expense on a straight-line basis over the lease term. Rental expense, primarily for leased office space under the operating lease commitments, was $4.1 million, $3.6 million and $2.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Future minimum lease payments under the Company’s operating lease agreements that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2015 were as follows: (in thousands) 2016 $ 3,618 2017 3,938 2018 4,499 2019 4,698 2020 4,762 Thereafter 19,567 Total $ 41,082 The table above does not reflect the Company’s option to exercise early termination rights or the payment of related early termination fees. Legal In August 2011, Ameranth, Inc. (“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 allege patent infringement against Seamless North America, LLC. 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 December 31, 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 in August 2013 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 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. During the year ended December 31, 2014, total restructuring costs incurred were approximately $1.3 million, including expense of $0.5 million related to the termination of the Sandy, Utah office lease agreement. During the year ended December 31, 2013, total restructuring costs incurred were $0.2 million. Restructuring expense was recognized in general and administrative expense in the consolidated statements of operations. The Company did not incur any restructuring expense related to the Sandy, Utah facility closure during the year ended December 31, 2015. The following table summarizes the Company’s restructuring activity during the years ended December 31, 2015 and 2014: (in thousands) Restructuring accrual balance at December 31, 2013 $ 176 Restructuring expense 1,313 Cash payments (741 ) Restructuring accrual balance at December 31, 2014 748 Restructuring expense — Cash payments (748 ) Restructuring accrual balance at December 31, 2015 $ — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. 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 “2013 Plan”). As of December 31, 2015, there were 8,637,093 shares of common stock authorized and available . The Company has granted stock options, restricted stock units and restricted stock awards under its incentive plans. 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 units and restricted stock awards. For all stock options outstanding as of December 31, 2015, the exercise price of the stock options equals the fair value of the stock option on the grant date. The stock options and restricted stock units vest over different lengths of time, but generally over 4 years, and are subject to forfeiture upon termination of employment prior to vesting. The maximum term for stock options issued to employees under the 2015 Plan and the 2013 Plan is 10 years, and they expire 10 years from the date of grant. Compensation expense for stock options, restricted stock units and restricted stock awards is recognized ratably over the vesting period. The rights granted to the recipient of a restricted stock unit generally accrue over the vesting period. Participants holding restricted stock units are not entitled to any ordinary cash dividends paid by the Company with respect to such shares unless otherwise provided by the terms of the award. The Company does not expect to pay any dividends in the foreseeable future. The recipient of a restricted stock award shall have all of the rights of a holder of shares of the Company’s common stock, including the right to receive dividends, the right to vote such shares and, upon the full vesting of the restricted stock awards, the right to tender such shares. The payment of any dividends will be deferred until the restricted stock awards have fully vested. The restricted stock awards outstanding as of December 31, 2015, generally vest over 2 years and are subject to forfeiture upon termination of employment prior to vesting unless otherwise provided in the terms of the award agreement. 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 is recognized as compensation cost in the Company’s post-Merger consolidated financial statements over the remaining vesting period. Stock Options The Company granted 2,542,523, 2,019,413 and 3,698,708 stock options during the years ended December 31, 2015, 2014 and 2013, 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. in April 2014 2015 2014 2013 Weighted-average fair value options granted $ 14.66 $ 13.87 $ 3.97 Average risk-free interest rate 1.65 % 1.97 % 1.41 % Expected stock price volatilities (a) 48.4 % 50.3 % 50.7 % Dividend yield None None None Expected stock option life (years) 6.07 6.26 5.20 (a) There was no active external or internal market for the Company’s common stock prior to the IPO. Due to the Company’s limited trading history, the Company estimated expected volatility for the years ended December 31, 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. During the year ended December 31, 2013, the expected volatility was based on the historical and implied volatilities of comparable publicly-traded companies as there was no trading history for the Company’s own common stock. Stock option awards as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015, were as follows: Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise (years) Outstanding at December 31, 2014 6,180,795 $ 8.49 $ 172,661 7.87 Granted 2,542,523 30.99 Forfeited (1,066,623 ) 18.31 Exercised (2,578,398 ) 4.63 Outstanding at December 31, 2015 5,078,297 19.66 41,107 8.21 Vested and expected to vest at December 31, 2015 3,522,623 17.77 32,195 8.08 Exercisable at December 31, 2015 1,349,375 $ 8.23 $ 23,208 6.62 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 aggregate intrinsic value of awards exercised during the years ended December 31, 2015, 2014 and 2013 was $87.6 million, $74.0 million and $3.4 million, respectively. The Company recorded compensation expense for stock options of $9.9 million, $9.4 million and $4.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. During the years ended December 31, 2015 and 2014, the Company capitalized $0.5 million and $0.1 million of stock-based compensation expense as website and software development costs, respectively. As of December, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $25.7 million and is expected to be recognized over a weighted-average period of 3.2 years. During the years ended December 31, 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 $27.8 million and $13.0 million, respectively. Excess tax benefits were suspended during the year ended December 31, 2013 due to net operating losses. 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 unit awards as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015 were as follows: Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Value Outstanding at December 31, 2014 2,899 $ 31.90 — $ — Granted 896,906 27.85 101,616 42.01 Forfeited (11,322 ) 28.98 — — Vested — — (33,872 ) 42.01 Outstanding at December 31, 2015 888,483 $ 27.85 67,744 $ 42.01 During the year ended December 31, 2015, compensation expense recognized related to restricted stock awards and restricted stock units was $1.9 million and $1.7 million, respectively. During the year ended December 31, 2014, compensation expense recognized related to restricted stock units was nominal. There were no non-vested restricted stock units or related expense during the years ended December 31, 2013. There were no non-vested restricted stock awards or related expense during the years ended December 31, 2014 and 2013. The aggregate fair value of restricted stock awards that vested during the year ended December 31, 2015 was $1.4 million. As of December, 2015, $13.8 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to 888,483 non-vested restricted stock units with a weighted-average grant date fair value of $27.85 is expected to be recognized over a weighted-average period of 3.7 years. As of December 31, 2015, $1.7 million of total unrecognized compensation cost related to 67,744 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 1.2 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 years ended December 31, 2015, 2014 and 2013. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company files income tax returns in the U.S. federal, the United Kingdom and various state jurisdictions. For the years ended December 31, 2015, 2014 and 2013, the income tax provision was comprised of the following: Year Ended December 31, 2015 2014 2013 (in thousands) Current: Federal $ 20,947 $ 8,073 $ 2,912 State 6,260 7,610 3,056 Foreign 480 426 468 Total current 27,687 16,109 6,436 Deferred: Federal (1,534 ) 1,056 1,300 State (2,301 ) 3,556 406 Total deferred (3,835 ) 4,612 1,706 Total income tax expense $ 23,852 $ 20,721 $ 8,142 Income before provision for income taxes for the years ended December 31, 2015, 2014 and 2013, was as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Domestic source $ 59,705 $ 43,069 $ 12,986 Foreign source 2,224 1,915 1,903 Income before provision for income taxes $ 61,929 $ 44,984 $ 14,889 The following is a reconciliation of income taxes computed at the U.S. federal statutory rate to the income taxes reported in the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 (in thousands) Income tax expense at statutory rate $ 21,675 $ 15,747 $ 5,211 State income taxes 2,577 8,038 2,522 Deferred tax impact of reorganization — (2,382 ) — Nondeductible transaction costs — — 1,148 Tax benefit of partnership status — — (726 ) Valuation allowance reversal — — (502 ) Research and development tax credit (345 ) — — Foreign rate differential (328 ) (253 ) (220 ) Deferred tax true-up 69 — — All other 204 (429 ) 709 Total income tax expense $ 23,852 $ 20,721 $ 8,142 On December 31, 2014, the Company undertook a series of transactions intended to simplify its legal and tax structure in the U.S. The result of the reorganization was a combination of Grubhub Holdings Inc. and Seamless North America, LLC, which resulted in the deemed liquidation of the Seamless North America, LLC partnership status for tax purposes. The reorganization resulted in a net income tax benefit of $0.4 million for the year ended December 31, 2014. The income tax benefit consisted of a deferred tax benefit of $2.2 million as a result of converting the Seamless North America, LLC partnership into a division of Grubhub Holdings Inc., partially offset by an increase in deferred tax expense of $1.8 million as a result of the adjusted deferred state tax rate applicable to the Company’s U.S. operations. The Company recorded a $2.0 million increase in deferred tax expense in 2014 as a result of a change in state tax law. The tax effects of temporary differences giving rise to deferred income tax assets and liabilities as of December 31, 2015 and 2014 were as follows: As of December 31, 2015 2014 (in thousands) Deferred tax assets: Loss and credit carryforwards $ 5,134 $ 7,212 Accrued expenses 1,934 2,221 Stock-based compensation 8,330 7,752 Total deferred tax assets 15,398 17,185 Valuation allowance (910 ) (910 ) Net deferred tax assets 14,488 16,275 Deferred tax liabilities: Fixed assets (2,269 ) (2,721 ) Intangible assets (99,803 ) (104,973 ) Total deferred tax liabilities (102,072 ) (107,694 ) Net deferred tax liability $ (87,584 ) $ (91,419 ) A partial valuation reserve of $0.9 million was recorded as of both December 31, 2015 and 2014, against certain state-only credits as those credits have a short carryover period and the Company believes that this portion of the credit carryovers will more likely than not expire before they are utilized. Classification of net deferred tax assets (liabilities) on the consolidated balance sheets as of December 31, 2015 and 2014 was as follows: As of December 31, 2015 2014 (in thousands) Non-current liabilities $ (87,584 ) $ (91,419 ) Total deferred tax liability $ (87,584 ) $ (91,419 ) The Company has early adopted ASU 2015-17, relating to the presentation of deferred tax assets and deferred tax liabilities as non-current in the consolidated balance sheets, in the fourth quarter of 2015. The consolidated balance sheet as of the year ended December, 31, 2014, has been retrospectively adjusted to reflect the change in presentation of $0.8 million of current deferred tax assets. The Company has not provided U.S. income tax on the accumulated earnings of its U.K. subsidiary, Seamless Europe, Ltd. of approximately $7.7 million as of December 31, 2015, as it intends to permanently reinvest those undistributed earnings into future operations in that country. The Company estimates the potential additional U.S. tax liabilities that would result from the complete repatriation of those accumulated earnings to be approximately $1.9 million as of December 31, 2015. The Company had the following tax loss and credit carryforwards as of December 31, 2015 and 2014: 2015 2014 Beginning Year of Expiration (in thousands) U.S. federal loss carryforwards $ 3,284 $ 7,706 2027 U.S. state and local loss carryforwards 5,753 9,856 2027 U.S. contribution carryforwards — 166 2015 Illinois Edge Credits (a) 3,829 2,938 2017 New York unincorporated business tax credits (a) — 875 2021 (a) Amounts are before the federal benefit of state tax In addition to the federal and state NOL carryforwards shown above, as of December 31, 2015 the Company has $47.5 million in additional loss carryovers attributable to excess tax benefits on stock option exercises that will be recorded to additional paid-in capital when those losses are deemed utilized applying the “with and without” method of accounting for excess tax benefits. During the year ended December 31, 2015, the Internal Revenue Service completed an audit of Grubhub Inc.’s and its subsidiaries’ tax return for the year ended December 31, 2013 and proposed no changes. The Company is currently under examination in Illinois for corporate income tax returns for the tax years ended December 31, 2013 and 2012. The Company cannot predict with certainty whether there will be any additional tax liabilities, penalties and/or interest as a result of the audit. The Company’s tax returns are subject to the normal statute of limitations, three years from the filing date for federal income tax purposes. The federal and state statute of limitations generally remain open for years in which tax losses are generated until three years from the year those losses are utilized. Under these rules, the 2007 and later year NOLs of Slick City Media, Inc. are still subject to audit by the IRS and state and local jurisdictions. Also, the 2007 and later year NOLs of Grubhub Holdings Inc. and its acquired businesses are still subject to audit by the IRS and state and local jurisdictions. The September 30, 2012 and later period U.K. returns of Seamless Europe Ltd. are subject to exam by the U.K. tax authorities. The Company is subject to taxation in the U.S. federal and various state jurisdictions. Significant judgment is required in determining the provision for income taxes and recording the related income tax assets and liabilities. The Company’s practice for accounting for uncertainty in income taxes is to recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table summarizes the Company’s unrecognized tax benefit activity during the years ended December 31, 2015 and 2014, excluding the related accrual for interest: As of December 31, 2015 2014 (in thousands) Balance at beginning of period $ 3,188 $ 1,097 Reductions for tax positions of prior years (296 ) (491 ) Additions for tax positions of prior years 40 50 Additions for tax positions of the current year — 2,532 Balance at end of period $ 2,932 $ 3,188 The Company records interest and penalties, if any, as a component of its income tax expense in the consolidated statements of operations. No interest expense or penalties were recognized during the years ended December 31, 2015 or 2014. The non-current income tax liabilities are recorded in long-term liabilities in the consolidated balance sheets. At December 31, 2015, the Company did not anticipate any significant adjustments to its unrecognized tax benefits caused by the settlement of tax examinations or other factors, within the next twelve months. Included in the consolidated balance sheets at December 31, 2015 and 2014 were deferred tax assets that relate to the potential settlement of these unrecognized tax benefits. After consideration of these amounts, $1.0 million of the amount accrued at each of December 31, 2015 and 2014, would impact the effective tax rate if reversed. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of December 31, 2015 and 2014, the Company was authorized to issue two classes of stock: common stock and Series A Preferred Stock. On April 4, 2014, the Company completed the IPO in which it 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 $94.9 million after deducting underwriting discounts and commissions of $6.5 million and other offering expenses of approximately $2.6 million. Upon the closing of the IPO, the stockholder’s agreement ceased to be in effect. On September 3, 2014, the Company completed a follow-on offering in which it issued and sold 1,250,000 shares of common stock at a public offering price of $40.25 per share. The Company received net proceeds of $47.6 million after deducting underwriting discounts and commissions of $1.9 million and other offering expenses of approximately $0.8 million. These expenses were recorded against the proceeds received from the follow-on offering. 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 December 31, 2015 and 2014, there were 500,000,000 shares of common stock authorized. At December 31, 2015 and 2014, there were 84,979,869 and 81,905,325 shares of common stock issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of December 31, 2015 and 2014. Series A Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock as of December 31, 2015 and 2014. 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. There were no issued or outstanding shares of preferred stock as of December 31, 2015 and 2014. 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 shares of common stock upon the closing of the IPO on April 4, 2014. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 12. Retirement Plan Beginning February 1, 2012, the Company has maintained a defined contribution plan for employees. The plan is qualified under section 401(k) of the Internal Revenue Code. For the years ended December 31, 2015, 2014 and 2013, the Company matched 100% of the first 3% of employees’ contributions and 50% of the next 2% of employees’ contributions that were made. The Company may also make discretionary profit sharing contributions as determined by the Company’s Board of Directors. The Company’s matching contributions to the plan were $1.3 million, $1.0 million and $0.7 million during the years ended December 31, 2015, 2014 and 2013, respectively. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Attributable to Common Stockholders | 13. 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 awards and restricted stock units, 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 shares of common stock. The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 38,077 84,076 $ 0.45 Effect of Dilutive Securities Preferred stock — — Stock options — 1,594 Restricted stock units and restricted stock awards — 36 Diluted EPS Net income attributable to common stockholders $ 38,077 85,706 $ 0.44 Year Ended December 31, 2014 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 24,263 Preferred stock tax distributions (320 ) Basic EPS Net income attributable to common stockholders 23,943 73,571 $ 0.33 Effect of Dilutive Securities Preferred stock 320 4,980 Stock options — 3,147 Restricted stock units and restricted stock awards — — Diluted EPS Net income attributable to common stockholders $ 24,263 81,698 $ 0.30 Year Ended December 31, 2013 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 6,747 Preferred stock tax distributions (1,073 ) Basic EPS Net income attributable to common stockholders 5,674 40,681 $ 0.14 Effect of Dilutive Securities Preferred stock 1,073 14,390 Stock options — 1,574 Diluted EPS Net income attributable to common stockholders $ 6,747 56,645 $ 0.12 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 years ended December 31, 2015, 2014 and 2013 were as follows: Year Ended December 31, 2015 2014 2013 Anti-dilutive shares underlying stock-based awards: Stock options 2,380,813 407,328 477,452 Restricted stock awards — — — Restricted stock units 464,930 657 — There were no |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 14. 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 and U.S. government agency 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 December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 1,083 $ — $ — $ 1,386 $ — Commercial paper — 113,586 — — 38,055 — Corporate bonds — 41,473 — — 75,080 — U.S. government agency bonds — 9,004 — — — — Total $ — $ 165,146 $ — $ — $ 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,” |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On January 22, 2016, the Board of Directors of the Company approved a program that authorizes the repurchase of up to $100 million of the Company’s common stock exclusive of any fees, commissions or other expenses relating to such repurchases through open market purchases or privately negotiated transactions at the prevailing market price at the time of purchase. The repurchased stock may be retired or held as authorized but unissued treasury shares. The repurchase authorizations do no obligate the Company to acquire any particular amount of common stock or adopt any particular method of repurchase and may be modified, suspended or terminated at any time at the Company’s discretion. Repurchased and retired shares will result in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share at the time of the transaction. From January 1, 2016 through February 19, 2016, the Company repurchased and retired $9.8 million of its common stock as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet be Purchased Under the Plans or (in thousands) January 1, 2016 - January 31, 2016 148,073 $ 18.67 148,073 $ 97,235 February 1, 2016 - February 19, 2016 358,600 19.51 358,600 90,239 Total 506,673 $ 19.26 506,673 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated statements of operations include the results of entities acquired from the dates of the acquisitions for accounting purposes. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity 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 finite lives and other long-lived assets and stock-based compensation. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the Company’s consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and that are so near their maturity that they present minimal risk of changes in value because of changes in interest rates. The Company’s cash equivalents include only investments with original maturities of three months or less. The Company regularly maintains cash in excess of federally insured limits at financial institutions. |
Marketable Securities | Marketable Securities Marketable securities consist primarily of commercial paper and investment grade U.S. and non-U.S.-issued corporate and U.S. government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Marketable securities with original maturities of three months or less are included in cash and cash equivalents and marketable securities with original maturities greater than three months, but less than one year, are included in short term investments on the consolidated balance sheets. The Company determines the classification of its marketable securities as available-for-sale or held-to-maturity at the time of purchase and reassesses these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the intent to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. The amortized cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity, which is recognized as interest income within general and administrative expense in the consolidated statements of operations. Interest income is recognized when earned. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of foreign currency translation adjustments. The financial statements of the Company’s U.K. subsidiary are translated from their functional currency into U.S. dollars. Assets and liabilities are translated at period end rates of exchange, and revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive loss on the consolidated balance sheets. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2-3 years Delivery equipment 1.5 years Furniture and fixtures 5 years Developed software 1-3 years Purchased software 3-5 years Leasehold improvements Shorter of expected useful life or lease term The Company reduced the estimated useful life on certain developed and purchased software and computer equipment assets to coincide 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 (see Note 7, “ Property and Equipment” Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, the Company records a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable primarily represent the net cash due from the Company’s payment processor for cleared transactions and amounts owed from corporate customers. The carrying amount of the Company’s receivables is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. These uncollected amounts are generally not recovered from the restaurants. The allowance is recorded through a charge to bad debt expense which is recorded within general and administrative expense in the consolidated statements of operations. The allowance is based on historical loss experience and any specific risks identified in collection matters. Management provides for probable uncollectible amounts through a charge against bad debt expense and a credit to an allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off against the allowance. The Company does not charge interest on trade receivables. The Company incurs expenses for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a diner’s card is authorized but fails to process, and for other unpaid credit card receivables, as well as uncollected accounts receivable from the Company’s corporate customers. The majority of the Company’s chargeback expense is recorded directly to general and administrative expense in the consolidated statements of operations as the charges are incurred; however, a portion of the allowance for doubtful accounts includes a reserve for chargebacks on the net cash due from the Company’s payment processors as of the end of the period. Changes in the Company’s allowance for doubtful accounts for the periods presented were as follows: Year Ended December 31, 2015 2014 Balance at beginning of period $ 723 $ 510 Additions to expense 850 426 Writeoffs, net of recoveries and other adjustments (614 ) (213 ) Balance at end of period $ 959 $ 723 |
Advertising Costs | Advertising Costs Advertising costs are generally expensed as incurred in connection with the requisite service period. Certain advertising production costs are capitalized and expensed when the advertisement first takes place. For the years ended December 31, 2015, 2014 and 2013, expenses attributable to advertising totaled approximately $64.4 million, $45.9 million and $25.0 million, respectively. Advertising costs are recorded in sales and marketing expense on the Company’s consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units and restricted stock awards, at fair value on the date of grant and recognizes compensation expense over the service period on a straight-line basis for awards expected to vest. The Company uses the Black-Scholes option-pricing model to determine the fair value for stock options. In valuing the Company’s options, the Company makes assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives, including estimated forfeiture rates. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Expected dividend yield is based on the Company’s historical dividend payments, which have been zero to date. As the Company did not have public trading history for its common shares until April of 2014, the expected volatility for the Company’s common stock is estimated using a combination of the published historical and implied volatilities of industry peers representing the verticals in which the Company operates and the historical volatility of the Company’s own common stock. The Company estimates the weighted-average expected life of the options as the average of the vesting option schedule and the term of the award, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time stock-based awards have been exercisable. The term of the award is estimated using the simplified method. Forfeiture rates are estimated using historical actual forfeiture trends as well as the Company’s judgment of future forfeitures. These rates are evaluated quarterly and any change in compensation expense is recognized in the period of the change. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. The Company considers many factors when estimating expected forfeitures, including the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management’s current estimates. The Company has elected to use the with-and-without method in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes available to the Company have been utilized. See Note 9, “Stock-Based Compensation” for further discussion. |
Provision for Income Taxes | Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in a given year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of operations. See Note 10, “ Income Taxes Seamless North America, LLC became a partnership for tax purposes in June of 2011. The income tax consequences of a partnership are borne by its partners. The tax consequences of this partnership were borne by Aramark Holdings Corporation (“Aramark”) and SLW Investors, LLC from June of 2011 through October 29, 2012. Starting October 30, 2012, 74% of the partnership’s taxable income was reflected as taxable income at Seamless Holdings, a subsidiary of Grubhub Inc. Starting on August 9, 2013, 100% of the partnership’s taxable income was recognized as taxable income by the Company. If Seamless North America, LLC had been taxed as a C corporation for all of its earnings throughout 2013, the tax expense recorded in these consolidated statements of operations would have increased by $0.9 million. |
Intangible Assets | Intangible Assets Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and are reviewed for impairment. The Company evaluates intangible assets and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended December 31, 2015, 2014 or 2013. |
Website and Software Development Costs | Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over the estimated useful life of the application. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in depreciation and amortization in the consolidated statements of operations. The Company capitalized $8.0 million, $3.6 million and $2.6 million of website development costs during the years ended December 31, 2015, 2014 and 2013, respectively. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Absent any special circumstances that could require an interim test, the Company has elected to test for goodwill impairment at September 30 of each year. The Company tests for impairment using a two-step process. The first step of the goodwill impairment test identifies if there is potential goodwill impairment. If step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any, by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The Company determined there was no goodwill impairment during the years ended December 31, 2015, 2014 or 2013. |
Fair Value | Fair Value 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. See Note 14, “Fair Value Measurement,” |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. For the years ended December 31, 2015, 2014 and 2013, the Company had no customers which accounted for more than 1% of revenue or 10% of accounts receivable. |
Revenue Recognition | Revenue Recognition In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. The Company considers a signed agreement, a binding contract with the restaurant or other similar documentation reflecting the terms and conditions under which products or services will be provided to be persuasive evidence of an arrangement. The Company generates revenues primarily when diners place an order on the platform through its mobile applications, its websites, third-party websites that incorporate API or one of the Company’s listed phone numbers. Restaurants pay a commission, typically a percentage of the transaction, on orders that are processed through the platform. Most of the restaurants on the platform can choose their level of commission rate, at or above a base rate, to affect their relative priority in the sorting algorithms, with restaurants paying higher commission rates generally appearing higher in the search order than restaurants paying lower commission rates. Additionally, restaurants that use the Company’s delivery services pay an additional commission for the use of those services. As an agent of the merchant in the transaction, the Company recognizes as revenues only the commissions from the transaction, which are a percentage of the total Gross Food Sales for such transaction. The Company periodically provides incentive offers to restaurants and diners to use the platform. These promotions are generally cash credits to be applied against purchases. These incentive offers are recorded as reductions in revenues, generally on the date the corresponding revenue is recorded. Revenues from online and phone delivery orders are recognized when these orders are placed at the restaurants. The amount of revenue recorded by the Company is based on the contractual arrangement with the related restaurant, and is adjusted for any cash credits, including incentive offers provided to restaurants and diners, related to the transaction. The Company also recognizes as revenue any fees charged to the diner for delivery services provided by the Company. Although the Company will process the entire amount of the transaction with the diner, it will record revenue on a net basis because the Company is acting as an agent of the merchant in the transaction. The Company will record an amount representing the restaurant food liability for the net balance due the restaurant. Costs incurred for processing the transactions and providing delivery services are included in operations and support in the consolidated statements of operations. |
Deferred Rent | Deferred Rent For the Company’s operating leases, the Company recognizes rent expenses on a straight-line basis over the terms of the leases. Accordingly, the Company records the difference between cash rent payments and the recognition of rent expenses as a deferred rent liability in the consolidated balance sheets. The Company has landlord-funded leasehold improvements that are recorded as tenant allowances which are being amortized as a reduction of rent expense over the noncancelable terms of the operating leases. |
Segments | Segments The Company has one reportable segment, which has been identified based on how the chief operating decision maker manages the business, makes operating decisions and evaluates operating performance. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2015, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-17, “Income Taxes – Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The purpose of the standard is to simplify the presentation of deferred taxes on a classified balance sheet. Under current GAAP, deferred income tax assets and liabilities are separated into current and noncurrent amounts in the balance sheet. The amendments in ASU 2015-17 require that all deferred tax assets and liabilities be classified as noncurrent in the balance sheet. The ASU is effective beginning in the first quarter of 2017, but with early adoption permitted and may be applied either prospectively or retrospectively. The Company has elected to early adopt ASU 2015-17 on a retrospective basis effective in the fourth quarter of 2015. The adoption of ASU 2015-17 impacted the presentation of the Company’s deferred tax assets and liabilities in the consolidated balance sheets and certain disclosures, but did not have an impact on results of operations or cash flows. See Note 10, “Income Taxes” for further details. In September 2015, the 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 . |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Life | Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2-3 years Delivery equipment 1.5 years Furniture and fixtures 5 years Developed software 1-3 years Purchased software 3-5 years Leasehold improvements Shorter of expected useful life or lease term |
Summary of Changes in Allowance For Doubtful Accounts | Changes in the Company’s allowance for doubtful accounts for the periods presented were as follows: Year Ended December 31, 2015 2014 Balance at beginning of period $ 723 $ 510 Additions to expense 850 426 Writeoffs, net of recoveries and other adjustments (614 ) (213 ) Balance at end of period $ 959 $ 723 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Dining In, Restaurants on Run and Delivered Dish | |
Business Acquisition [Line Items] | |
Schedule of Acquisition Date Fair Value of Assets and Liabilities | The following table summarizes the final purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the DiningIn, Restaurants on the Run and Delivered Dish acquisitions: (in thousands) Cash and cash equivalents $ 698 Accounts receivable 2,331 Prepaid expenses and other assets 325 Customer and vendor relationships 44,259 Property and equipment 161 Developed technology 4,676 Goodwill 43,432 Trademarks 529 Accounts payable and accrued expenses (5,826 ) Total purchase price plus cash acquired 90,585 Cash acquired (698 ) Fair value of common stock issued (15,980 ) Net cash paid $ 73,907 |
Pro Forma Summary of Operation | The following unaudited pro forma information presents a summary of the operating results of the Company for the years ended December, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014: Year Ended December 31, 2015 2014 (in thousands) Revenues $ 371,021 $ 283,522 Net income 39,431 23,103 |
Pro Forma Adjustments | The pro forma adjustments reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred and pro forma tax adjustments for the years ended December 31, 2015 and 2014 as follows: Year Ended December 31, 2015 2014 (in thousands) Depreciation and amortization $ 3 $ 5,483 Transaction costs (1,055 ) (646 ) Income tax benefit (109 ) (1,066 ) |
Grubhub Holdings Inc | |
Business Acquisition [Line Items] | |
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 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014 were as follows: December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 22,744 $ — $ (5 ) $ 22,739 Short term investments Commercial paper 90,949 — (102 ) 90,847 Corporate bonds 41,503 9 (39 ) 41,473 U.S. government agency bonds 8,996 8 — 9,004 Total $ 164,192 $ 17 $ (146 ) $ 164,063 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 December 31, 2015 and 2014 were as follows: December 31, 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 $ 113,586 $ (107 ) $ — $ — $ 113,586 $ (107 ) Corporate bonds 31,952 (39 ) — — 31,952 (39 ) Total $ 145,538 $ (146 ) $ — $ — $ 145,538 $ (146 ) 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 Intangi27
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 9,819 $ (6,288 ) $ 3,531 $ 5,143 $ (2,392 ) $ 2,751 Customer and vendor relationships, databases 236,238 (44,192 ) 192,046 191,979 (30,067 ) 161,912 Trademarks 529 (215 ) 314 — — — Total amortizable intangible assets 246,586 (50,695 ) 195,891 197,122 (32,459 ) 164,663 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 336,262 $ (50,695 ) $ 285,567 $ 286,798 $ (32,459 ) $ 254,339 |
Components of Acquired Intangible Assets (Infinite Lived) | The components of acquired intangible assets as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 9,819 $ (6,288 ) $ 3,531 $ 5,143 $ (2,392 ) $ 2,751 Customer and vendor relationships, databases 236,238 (44,192 ) 192,046 191,979 (30,067 ) 161,912 Trademarks 529 (215 ) 314 — — — Total amortizable intangible assets 246,586 (50,695 ) 195,891 197,122 (32,459 ) 164,663 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 336,262 $ (50,695 ) $ 285,567 $ 286,798 $ (32,459 ) $ 254,339 The components of the acquired intangibles assets added during the year ended December 31, 2015 were as follows: Year Ended December 31, 2015 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 44,259 18.7 Developed technology 4,676 1.7 Trademarks 529 1.8 Total $ 49,464 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 were as follows. Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2013 $ 352,788 $ — $ 352,788 Balance as of December 31, 2014 352,788 — 352,788 Acquisitions 43,432 — 43,432 Balance as of December 31, 2015 $ 396,220 $ — $ 396,220 |
Components of Acquired Intangibles Assets Added During the Year (Finite Lived) | The components of the acquired intangibles assets added during the year ended December 31, 2015 were as follows: Year Ended December 31, 2015 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 44,259 18.7 Developed technology 4,676 1.7 Trademarks 529 1.8 Total $ 49,464 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of December 31, 2015 was as follows: (in thousands) 2016 $ 17,664 2017 15,331 2018 14,455 2019 14,455 2020 11,249 Thereafter 122,737 Total $ 195,891 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of December 31, 2015 and 2014 were as follows: December 31, 2015 December 31, 2014 (in thousands) Computer equipment $ 10,080 $ 12,114 Delivery equipment 555 — Furniture and fixtures 2,092 1,876 Developed software 11,129 12,378 Purchased software 361 2,149 Leasehold improvements 6,050 5,900 Property and equipment 30,267 34,417 Accumulated amortization and depreciation (11,185 ) (18,414 ) Property and equipment, net $ 19,082 $ 16,003 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments under the Company’s operating lease agreements that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2015 were as follows: (in thousands) 2016 $ 3,618 2017 3,938 2018 4,499 2019 4,698 2020 4,762 Thereafter 19,567 Total $ 41,082 |
Summary of Restructuring Activity | The following table summarizes the Company’s restructuring activity during the years ended December 31, 2015 and 2014: (in thousands) Restructuring accrual balance at December 31, 2013 $ 176 Restructuring expense 1,313 Cash payments (741 ) Restructuring accrual balance at December 31, 2014 748 Restructuring expense — Cash payments (748 ) Restructuring accrual balance at December 31, 2015 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2015, 2014 and 2013 were as follows: 2015 2014 2013 Weighted-average fair value options granted $ 14.66 $ 13.87 $ 3.97 Average risk-free interest rate 1.65 % 1.97 % 1.41 % Expected stock price volatilities (a) 48.4 % 50.3 % 50.7 % Dividend yield None None None Expected stock option life (years) 6.07 6.26 5.20 (a) There was no active external or internal market for the Company’s common stock prior to the IPO. Due to the Company’s limited trading history, the Company estimated expected volatility for the years ended December 31, 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. During the year ended December 31, 2013, the expected volatility was based on the historical and implied volatilities of comparable publicly-traded companies as there was no trading history for the Company’s own common stock. |
Summary of Stock Option Activity | Stock option awards as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015, were as follows: Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise (years) Outstanding at December 31, 2014 6,180,795 $ 8.49 $ 172,661 7.87 Granted 2,542,523 30.99 Forfeited (1,066,623 ) 18.31 Exercised (2,578,398 ) 4.63 Outstanding at December 31, 2015 5,078,297 19.66 41,107 8.21 Vested and expected to vest at December 31, 2015 3,522,623 17.77 32,195 8.08 Exercisable at December 31, 2015 1,349,375 $ 8.23 $ 23,208 6.62 |
Non-vested Restricted Stock Units and Restricted Stock Awards | Non-vested restricted stock unit awards as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015 were as follows: Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Value Outstanding at December 31, 2014 2,899 $ 31.90 — $ — Granted 896,906 27.85 101,616 42.01 Forfeited (11,322 ) 28.98 — — Vested — — (33,872 ) 42.01 Outstanding at December 31, 2015 888,483 $ 27.85 67,744 $ 42.01 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | For the years ended December 31, 2015, 2014 and 2013, the income tax provision was comprised of the following: Year Ended December 31, 2015 2014 2013 (in thousands) Current: Federal $ 20,947 $ 8,073 $ 2,912 State 6,260 7,610 3,056 Foreign 480 426 468 Total current 27,687 16,109 6,436 Deferred: Federal (1,534 ) 1,056 1,300 State (2,301 ) 3,556 406 Total deferred (3,835 ) 4,612 1,706 Total income tax expense $ 23,852 $ 20,721 $ 8,142 |
Income Before Provision for Income Taxes | Income before provision for income taxes for the years ended December 31, 2015, 2014 and 2013, was as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Domestic source $ 59,705 $ 43,069 $ 12,986 Foreign source 2,224 1,915 1,903 Income before provision for income taxes $ 61,929 $ 44,984 $ 14,889 |
Reconciliation of Income Taxes Computed at U.S. Federal Statutory Rate to Income Taxes | The following is a reconciliation of income taxes computed at the U.S. federal statutory rate to the income taxes reported in the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 (in thousands) Income tax expense at statutory rate $ 21,675 $ 15,747 $ 5,211 State income taxes 2,577 8,038 2,522 Deferred tax impact of reorganization — (2,382 ) — Nondeductible transaction costs — — 1,148 Tax benefit of partnership status — — (726 ) Valuation allowance reversal — — (502 ) Research and development tax credit (345 ) — — Foreign rate differential (328 ) (253 ) (220 ) Deferred tax true-up 69 — — All other 204 (429 ) 709 Total income tax expense $ 23,852 $ 20,721 $ 8,142 |
Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences giving rise to deferred income tax assets and liabilities as of December 31, 2015 and 2014 were as follows: As of December 31, 2015 2014 (in thousands) Deferred tax assets: Loss and credit carryforwards $ 5,134 $ 7,212 Accrued expenses 1,934 2,221 Stock-based compensation 8,330 7,752 Total deferred tax assets 15,398 17,185 Valuation allowance (910 ) (910 ) Net deferred tax assets 14,488 16,275 Deferred tax liabilities: Fixed assets (2,269 ) (2,721 ) Intangible assets (99,803 ) (104,973 ) Total deferred tax liabilities (102,072 ) (107,694 ) Net deferred tax liability $ (87,584 ) $ (91,419 ) Classification of net deferred tax assets (liabilities) on the consolidated balance sheets as of December 31, 2015 and 2014 was as follows: As of December 31, 2015 2014 (in thousands) Non-current liabilities $ (87,584 ) $ (91,419 ) Total deferred tax liability $ (87,584 ) $ (91,419 ) |
Credit Carryforwards | The Company had the following tax loss and credit carryforwards as of December 31, 2015 and 2014: 2015 2014 Beginning Year of Expiration (in thousands) U.S. federal loss carryforwards $ 3,284 $ 7,706 2027 U.S. state and local loss carryforwards 5,753 9,856 2027 U.S. contribution carryforwards — 166 2015 Illinois Edge Credits (a) 3,829 2,938 2017 New York unincorporated business tax credits (a) — 875 2021 (a) Amounts are before the federal benefit of state tax |
Unrecognized Tax Benefit Activity Excluding Related Accrual for Interest | The following table summarizes the Company’s unrecognized tax benefit activity during the years ended December 31, 2015 and 2014, excluding the related accrual for interest: As of December 31, 2015 2014 (in thousands) Balance at beginning of period $ 3,188 $ 1,097 Reductions for tax positions of prior years (296 ) (491 ) Additions for tax positions of prior years 40 50 Additions for tax positions of the current year — 2,532 Balance at end of period $ 2,932 $ 3,188 |
Earnings Per Share Attributab32
Earnings Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 38,077 84,076 $ 0.45 Effect of Dilutive Securities Preferred stock — — Stock options — 1,594 Restricted stock units and restricted stock awards — 36 Diluted EPS Net income attributable to common stockholders $ 38,077 85,706 $ 0.44 Year Ended December 31, 2014 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 24,263 Preferred stock tax distributions (320 ) Basic EPS Net income attributable to common stockholders 23,943 73,571 $ 0.33 Effect of Dilutive Securities Preferred stock 320 4,980 Stock options — 3,147 Restricted stock units and restricted stock awards — — Diluted EPS Net income attributable to common stockholders $ 24,263 81,698 $ 0.30 Year Ended December 31, 2013 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 6,747 Preferred stock tax distributions (1,073 ) Basic EPS Net income attributable to common stockholders 5,674 40,681 $ 0.14 Effect of Dilutive Securities Preferred stock 1,073 14,390 Stock options — 1,574 Diluted EPS Net income attributable to common stockholders $ 6,747 56,645 $ 0.12 |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share | 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 years ended December 31, 2015, 2014 and 2013 were as follows: Year Ended December 31, 2015 2014 2013 Anti-dilutive shares underlying stock-based awards: Stock options 2,380,813 407,328 477,452 Restricted stock awards — — — Restricted stock units 464,930 657 — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 1,083 $ — $ — $ 1,386 $ — Commercial paper — 113,586 — — 38,055 — Corporate bonds — 41,473 — — 75,080 — U.S. government agency bonds — 9,004 — — — — Total $ — $ 165,146 $ — $ — $ 114,521 $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Common Stock Repurchased and Retired | From January 1, 2016 through February 19, 2016, the Company repurchased and retired $9.8 million of its common stock as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet be Purchased Under the Plans or (in thousands) January 1, 2016 - January 31, 2016 148,073 $ 18.67 148,073 $ 97,235 February 1, 2016 - February 19, 2016 358,600 19.51 358,600 90,239 Total 506,673 $ 19.26 506,673 |
Estimated Useful life of Proper
Estimated Useful life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Computer equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 2 years |
Computer equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Delivery equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 1 year 6 months |
Furniture and fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Developed software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 1 year |
Developed software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Purchased software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Purchased software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment useful life | Shorter of expected useful life or lease term |
Summary of Changes in Allowance
Summary of Changes in Allowance For Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Balance at beginning of period | $ 723 | $ 510 | |
Additions to expense | 850 | 426 | $ 473 |
Writeoffs, net of recoveries and other adjustments | (614) | (213) | |
Balance at end of period | $ 959 | $ 723 | $ 510 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2013USD ($) | Aug. 08, 2013 | Dec. 31, 2015USD ($)CustomerSegment | Dec. 31, 2014USD ($)Customer | Dec. 31, 2013USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||||
Advertising costs | $ 64,400 | $ 45,900 | $ 25,000 | ||
Expected dividend yield | 0.00% | ||||
Taxable income percentage reselected in taxable income | 100.00% | 74.00% | |||
Unrecognized tax expense that would have impact tax rate | 900 | ||||
Goodwill Impairment | $ 0 | $ 0 | $ 0 | ||
Number of reportable segment | Segment | 1 | ||||
Customer Concentration Risk | Revenue | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers accounted | Customer | 0 | 0 | 0 | ||
Concentration risk percentage | 1.00% | 1.00% | 1.00% | ||
Customer Concentration Risk | Accounts receivable | |||||
Significant Accounting Policies [Line Items] | |||||
Number of customers accounted | Customer | 0 | 0 | 0 | ||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Developed software | |||||
Significant Accounting Policies [Line Items] | |||||
Capitalized cost | $ 2,600 | $ 8,000 | $ 3,600 | $ 2,600 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Dec. 04, 2015USD ($)shares | Feb. 27, 2015 | Feb. 04, 2015 | Aug. 08, 2013USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)Acquisition | Dec. 31, 2013USD ($)shares |
Business Acquisition [Line Items] | ||||||||
Business acquisition, payment costs | $ 73,907 | |||||||
Cash acquired in business acquisition | $ 13,266 | |||||||
Goodwill related to acquisition | $ 396,220 | 396,220 | $ 352,788 | 352,788 | ||||
Revenues | 361,825 | 253,873 | 137,143 | |||||
Net income (loss) | 38,077 | $ 24,263 | 6,747 | |||||
Number of acquisitions | Acquisition | 0 | |||||||
Fair value of shares issued | 15,980 | 421,485 | ||||||
Unrecognized Compensation expense recognized in the post-Merger consolidated financial statements | 25,700 | 25,700 | ||||||
General and administrative expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Direct and indirect expense incurred related to acquisitions | $ 1,100 | |||||||
DiningIn | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Feb. 4, 2015 | |||||||
Restaurants on the Run, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Feb. 27, 2015 | |||||||
Delivered Dish | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Dec. 4, 2015 | |||||||
Dining In, Restaurants on Run and Delivered Dish | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, payment costs | $ 73,907 | |||||||
Business acquisition, transaction value | 89,887 | |||||||
Cash acquired in business acquisition | 698 | |||||||
Goodwill related to acquisition | 43,432 | |||||||
Revenues | 23,000 | |||||||
Net income (loss) | $ (1,500) | |||||||
Fair value of shares issued | $ 15,980 | |||||||
Grubhub Holdings Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Aug. 8, 2013 | |||||||
Goodwill related to acquisition | $ 239,346 | |||||||
Fair value of shares issued | 421,485 | |||||||
Grubhub Holdings Inc | Non-vested stock options | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of shares issued | 11,000 | |||||||
Unrecognized Compensation expense recognized in the post-Merger consolidated financial statements | $ 12,500 | |||||||
Grubhub Holdings Inc | General and administrative expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Direct and indirect expense incurred related to acquisitions | $ 4,700 | |||||||
Common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions, share issued | shares | 407,812 | 23,318,580 | ||||||
Common stock | Dining In, Restaurants on Run and Delivered Dish | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions, share issued | shares | 407,812 | |||||||
Common stock | Grubhub Holdings Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions, share issued | shares | 23,318,580 | |||||||
Preferred Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions, share issued | shares | 8,098,430 | |||||||
Preferred Stock | Grubhub Holdings Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions, share issued | shares | 8,098,430 |
Schedule of Acquisition-Date Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 04, 2015 | Aug. 08, 2013 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Intangible assets | $ 49,464 | ||||
Goodwill | 396,220 | $ 352,788 | $ 352,788 | ||
Cash acquired | (13,266) | ||||
Fair value of common stock issued | (15,980) | $ (421,485) | |||
Net cash paid | 73,907 | ||||
Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 698 | ||||
Accounts receivable | 2,331 | ||||
Prepaid expenses and other assets | 325 | ||||
Property and equipment | 161 | ||||
Goodwill | 43,432 | ||||
Accounts payable and accrued expenses | (5,826) | ||||
Total purchase price plus cash acquired | 90,585 | ||||
Cash acquired | (698) | ||||
Fair value of common stock issued | (15,980) | ||||
Net cash paid | 73,907 | ||||
Grubhub Holdings Inc | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 13,266 | ||||
Accounts receivable | 2,108 | ||||
Goodwill | 239,346 | ||||
Total purchase price plus cash acquired | 421,485 | ||||
Fair value of common stock issued | (421,485) | ||||
Other identifiable assets | 4,422 | ||||
Deferred tax asset | 4,013 | ||||
Deferred tax liability | (88,937) | ||||
Liabilities assumed | (10,602) | ||||
Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 44,259 | ||||
Customer Relationships | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 44,259 | ||||
Customer Relationships | Grubhub Holdings Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 167,450 | ||||
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,676 | ||||
Developed technology | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 4,676 | ||||
Developed technology | Grubhub Holdings Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 5,143 | ||||
Trademarks | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 529 | ||||
Trademarks | Grubhub Holdings Inc | |||||
Business Acquisition [Line Items] | |||||
Trademarks | $ 85,276 |
Pro forma Summary of Operation
Pro forma Summary of Operation (Detail) - Dining In, Restaurants on Run and Delivered Dish - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenues | $ 371,021 | $ 283,522 |
Net income | $ 39,431 | $ 23,103 |
Pro Forma Adjustments for Addit
Pro Forma Adjustments for Additional Amortization of That Would Have Been Recognized on the Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||
Depreciation and amortization | $ 28,034 | $ 22,687 | $ 13,470 |
Income tax benefit | 23,852 | 20,721 | $ 8,142 |
Dining In, Restaurants on Run and Delivered Dish | Pro Forma | |||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||
Depreciation and amortization | 3 | 5,483 | |
Transaction costs | (1,055) | (646) | |
Income tax benefit | $ (109) | $ (1,066) |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 164,192 | $ 113,223 |
Unrealized Gains | 17 | 3 |
Unrealized Losses | (146) | (91) |
Estimated Fair Value | 164,063 | 113,135 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 22,744 | |
Unrealized Losses | (5) | |
Estimated Fair Value | 22,739 | |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 90,949 | 38,081 |
Unrealized Losses | (102) | (26) |
Estimated Fair Value | 90,847 | 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 | 41,503 | 73,260 |
Unrealized Gains | 9 | 2 |
Unrealized Losses | (39) | (64) |
Estimated Fair Value | 41,473 | $ 73,198 |
U.S. Government Agency Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 8,996 | |
Unrealized Gains | 8 | |
Estimated Fair Value | $ 9,004 |
Summary of Continuous Unrealize
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 145,538 | $ 102,612 |
Unrealized Loss, Less Than 12 Months | (146) | (91) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 145,538 | 102,612 |
Unrealized Loss, Total | (146) | (91) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 113,586 | 38,055 |
Unrealized Loss, Less Than 12 Months | (107) | (26) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 113,586 | 38,055 |
Unrealized Loss, Total | (107) | (26) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 31,952 | 64,557 |
Unrealized Loss, Less Than 12 Months | (39) | (65) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 31,952 | 64,557 |
Unrealized Loss, Total | $ (39) | $ (65) |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Investments Debt And Equity Securities [Abstract] | ||
Other-than-temporary impairment losses related to marketable securities | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Aramark | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |
Due to related parties | $ 0 |
Corporate service agreement expense | $ 100,000 |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 246,586 | $ 197,122 |
Amortizable intangible assets, Accumulated Amortization | (50,695) | (32,459) |
Amortizable intangible assets, Net Carrying Value | 195,891 | 164,663 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 336,262 | 286,798 |
Total acquired intangible assets, Net Carrying Value | 285,567 | 254,339 |
Developed technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 9,819 | 5,143 |
Amortizable intangible assets, Accumulated Amortization | (6,288) | (2,392) |
Amortizable intangible assets, Net Carrying Value | 3,531 | 2,751 |
Customer and vendor relationships, databases | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 236,238 | 191,979 |
Amortizable intangible assets, Accumulated Amortization | (44,192) | (30,067) |
Amortizable intangible assets, Net Carrying Value | 192,046 | $ 161,912 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 529 | |
Amortizable intangible assets, Accumulated Amortization | (215) | |
Amortizable intangible assets, Net Carrying Value | $ 314 |
Goodwill and Acquired Intangi47
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets amortization expense | $ 22,949 | $ 17,655 | $ 9,477 |
Acquired other intangible assets | 49,464 | ||
Other Intangible Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets amortization expense | $ 18,200 | $ 14,100 | $ 6,900 |
Weighted Average Amortization Period (years) | 14 years 3 months 18 days |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning | $ 352,788 |
Goodwill, ending | 396,220 |
Goodwill, Acquisition | 43,432 |
Net book value, beginning | 352,788 |
Net book value, ending | 396,220 |
Net book value, Acquisition | $ 43,432 |
Components of Acquired Intang49
Components of Acquired Intangibles Assets Added During the Year (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 49,464 |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 44,259 |
Weighted Average Amortization Period (years) | 18 years 8 months 12 days |
Developed technology | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 4,676 |
Weighted Average Amortization Period (years) | 1 year 8 months 12 days |
Trademarks | |
Finite Lived Intangible Assets [Line Items] | |
Acquired other intangible assets | $ 529 |
Weighted Average Amortization Period (years) | 1 year 9 months 18 days |
Estimated Future Amortization o
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 17,664 | |
2,017 | 15,331 | |
2,018 | 14,455 | |
2,019 | 14,455 | |
2,020 | 11,249 | |
Thereafter | 122,737 | |
Amortizable intangible assets, Net Carrying Value | $ 195,891 | $ 164,663 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 30,267 | $ 34,417 |
Accumulated amortization and depreciation | (11,185) | (18,414) |
Property and equipment, net | 19,082 | 16,003 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 10,080 | 12,114 |
Delivery equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 555 | |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,092 | 1,876 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 11,129 | 12,378 |
Purchased software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 361 | 2,149 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 6,050 | $ 5,900 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | |||
Accelerated depreciation and amortization expense | $ 1,900 | ||
Depreciation and amortization | 28,034 | $ 22,687 | $ 13,470 |
Capitalized developed software costs | 8,000 | 3,600 | 2,600 |
Property And Equipment Excluding Developed Software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 5,700 | 5,700 | 4,000 |
Developed software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 4,100 | $ 2,900 | $ 2,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | |||
Lease renewal period | 5 years | ||
Operating lease, rental expense | $ 4,100 | $ 3,600 | $ 2,500 |
Restructuring expense | 0 | 1,313 | $ 200 |
Contract Termination | |||
Loss Contingencies [Line Items] | |||
Restructuring expense | $ 500 | ||
Merger Income Tax Consequences | |||
Loss Contingencies [Line Items] | |||
Indemnification related to business combination | $ 15,000 |
Future Minimum Lease Payments (
Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 3,618 |
2,017 | 3,938 |
2,018 | 4,499 |
2,019 | 4,698 |
2,020 | 4,762 |
Thereafter | 19,567 |
Total | $ 41,082 |
Summary of Restructuring Activi
Summary of Restructuring Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring And Related Activities [Abstract] | |||
Restructuring accrual balance at Beginning of period | $ 748 | $ 176 | |
Restructuring expense | 0 | 1,313 | $ 200 |
Cash payments | $ (748) | (741) | |
Restructuring accrual balance at end of period | $ 748 | $ 176 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May. 20, 2015 | Aug. 08, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options, Granted | 2,542,523 | 2,019,413 | 3,698,708 | ||
Stock options expire period from the date of grant | 10 years | ||||
Fair value of shares issued | $ 15,980,000 | $ 421,485,000 | |||
Unrecognized stock-based compensation expense | 25,700,000 | ||||
Aggregate intrinsic value of awards exercised | 87,600,000 | $ 74,000,000 | 3,400,000 | ||
Stock-based compensation | 13,450,000 | 9,393,000 | 4,933,000 | ||
Excess tax benefits related to stock-based compensation | 27,830,000 | 12,975,000 | |||
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 | $ 500,000 | 100,000 | |||
Grubhub Holdings Inc | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of shares issued | $ 421,485,000 | ||||
Restricted Stock Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Term for stock options issued to employees | 2 years | ||||
Stock-based compensation | $ 1,900,000 | $ 0 | $ 0 | ||
Unrecognized compensation expense recognition period | 1 year 2 months 12 days | ||||
Non-vested restricted stock units | 67,744 | 0 | 0 | ||
Fair value of awards vested during the period | $ 1,400,000 | ||||
Unrecognized compensation expense related to share based awards other than options | $ 1,700,000 | ||||
Weighted average grant date fair value | $ 42.01 | ||||
Excess tax benefits | $ 0 | $ 0 | $ 0 | ||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 9,900,000 | 9,400,000 | 4,900,000 | ||
Unrecognized compensation expense recognition period | 3 years 2 months 12 days | ||||
Excess tax benefit related to stock-based compensation, decrease in operating activities | $ 27,830,000 | 12,975,000 | |||
Excess tax benefits related to stock-based compensation | 27,830,000 | $ 12,975,000 | |||
Stock Options | Grubhub Holdings Inc | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of shares issued | 11,000,000 | ||||
Unrecognized stock-based compensation expense | $ 12,500,000 | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 1,700,000 | $ 0 | |||
Unrecognized compensation expense recognition period | 3 years 8 months 12 days | ||||
Non-vested restricted stock units | 888,483 | 2,899 | 0 | ||
Unrecognized compensation expense related to share based awards other than options | $ 13,800,000 | ||||
Weighted average grant date fair value | $ 27.85 | $ 31.90 | |||
Excess tax benefits | $ 0 | $ 0 | $ 0 | ||
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 | ||||
Shares of common stock authorized | 8,637,093 | ||||
Common stock shares available for issuance | 8,637,093 | ||||
Term for stock options issued to employees | 4 years | ||||
2015 Long-Term Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Term for stock options issued to employees | 10 years | ||||
2013 Omnibus Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options, Granted | 0 | ||||
Term for stock options issued to employees | 4 years | ||||
2013 Omnibus Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Term for stock options issued to employees | 10 years |
Assumptions Used to Determine F
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Weighted-average fair value options granted | $ 14.66 | $ 13.87 | $ 3.97 | |
Average risk-free interest rate | 1.65% | 1.97% | 1.41% | |
Expected stock price volatilities | [1] | 48.40% | 50.30% | 50.70% |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected stock option life (years) | 6 years 26 days | 6 years 3 months 4 days | 5 years 2 months 12 days | |
[1] | There was no active external or internal market for the Company’s common stock prior to the IPO. Due to the Company’s limited trading history, the Company estimated expected volatility for the years ended December 31, 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. During the year ended December 31, 2013, the expected volatility was based on the historical and implied volatilities of comparable publicly-traded companies as there was no trading history for the Company’s own common stock. |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options | |||
Options, Beginning Balance | 6,180,795 | ||
Options, Granted | 2,542,523 | 2,019,413 | 3,698,708 |
Options, Forfeited | (1,066,623) | ||
Options, Exercised | (2,578,398) | ||
Options, Ending Balance | 5,078,297 | 6,180,795 | |
Options, Vested and expected to vest | 3,522,623 | ||
Options, Exercisable | 1,349,375 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price, Beginning Balance | $ 8.49 | ||
Weighted Average Exercise Price, Granted | 30.99 | ||
Weighted Average Exercise Price, Forfeited | 18.31 | ||
Weighted Average Exercise Price, Exercised | 4.63 | ||
Weighted Average Exercise Price, Ending Balance | 19.66 | $ 8.49 | |
Weighted Average Exercise Price, Vested and expected to vest | 17.77 | ||
Weighted Average Exercise Price, Exercisable | $ 8.23 | ||
Aggregate Intrinsic Value/Weighted Average Exercise Term | |||
Aggregate Intrinsic Value | $ 41,107 | $ 172,661 | |
Aggregate Intrinsic Value, Vested and expected to vest | 32,195 | ||
Aggregate Intrinsic Value, Exercisable | $ 23,208 | ||
Weighted Average Exercise Term, Outstanding Balance | 8 years 2 months 16 days | 7 years 10 months 13 days | |
Weighted Average Exercise Term, Vested and expected to vest | 8 years 29 days | ||
Weighted Average Exercise Term, Exercisable | 6 years 7 months 13 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Units and Restricted Stock Awards (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | 2,899 |
Shares, Granted | 896,906 |
Shares, Forfeited | (11,322) |
Shares, Ending Balance | 888,483 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 31.90 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 27.85 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 28.98 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 27.85 |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | 0 |
Shares, Granted | 101,616 |
Shares, Vested | (33,872) |
Shares, Ending Balance | 67,744 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 42.01 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 42.01 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 42.01 |
Income Tax Provision (Detail)
Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 20,947 | $ 8,073 | $ 2,912 |
State | 6,260 | 7,610 | 3,056 |
Foreign | 480 | 426 | 468 |
Total current | 27,687 | 16,109 | 6,436 |
Deferred: | |||
Federal | (1,534) | 1,056 | 1,300 |
State | (2,301) | 3,556 | 406 |
Total deferred | (3,835) | 4,612 | 1,706 |
Total income tax expense | $ 23,852 | $ 20,721 | $ 8,142 |
Income Before Provision for Inc
Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic source | $ 59,705 | $ 43,069 | $ 12,986 |
Foreign source | 2,224 | 1,915 | 1,903 |
Income before provision for income taxes | $ 61,929 | $ 44,984 | $ 14,889 |
Reconciliation of Income Taxes
Reconciliation of Income Taxes Computed at U.S. Federal Statutory Rate to Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at statutory rate | $ 21,675 | $ 15,747 | $ 5,211 |
State income taxes | 2,577 | 8,038 | 2,522 |
Deferred tax impact of reorganization | (2,382) | ||
Nondeductible transaction costs | 1,148 | ||
Tax benefit of partnership status | (726) | ||
Valuation allowance reversal | (502) | ||
Research and development tax credit | (345) | ||
Foreign rate differential | (328) | (253) | (220) |
Deferred tax true-up | 69 | ||
All other | 204 | (429) | 709 |
Total income tax expense | $ 23,852 | $ 20,721 | $ 8,142 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Income tax provision (benefits) | $ 23,852,000 | $ 20,721,000 | $ 8,142,000 |
Deferred tax benefit | (3,835,000) | 4,612,000 | $ 1,706,000 |
Valuation reserve, Recorded | 910,000 | 910,000 | |
Deferred tax assets, current | 800,000 | ||
Accumulated earnings | $ 118,900,000 | 80,823,000 | |
Income tax examination description | During the year ended December 31, 2015, the Internal Revenue Service completed an audit of Grubhub Inc.’s and its subsidiaries’ tax return for the year ended December 31, 2013 and proposed no changes. The Company is currently under examination in Illinois for corporate income tax returns for the tax years ended December 31, 2013 and 2012. The Company cannot predict with certainty whether there will be any additional tax liabilities, penalties and/or interest as a result of the audit. | ||
Unrecognized Tax liabilities, interest expense or penalties | $ 0 | 0 | |
Significant adjustments to unrecognized tax benefits within the next twelve months | Company did not anticipate any significant adjustments to its unrecognized tax benefits caused by the settlement of tax examinations or other factors, within the next twelve months | ||
Unrecognized tax benefits that would impact effective tax rate | $ 1,000,000 | 1,000,000 | |
Additional Paid-in Capital | |||
Income Tax [Line Items] | |||
Loss carryovers attributable to excess tax benefits | 47,500,000 | ||
U K Subsidiary | |||
Income Tax [Line Items] | |||
Accumulated earnings | 7,700,000 | ||
Potential additional taxes payable | 1,900,000 | ||
State Tax | |||
Income Tax [Line Items] | |||
Increase in deferred tax expense | 2,000,000 | ||
Loss carryovers attributable to excess tax benefits | $ 5,753,000 | 9,856,000 | |
Seamless North America, LLC | |||
Income Tax [Line Items] | |||
Income tax provision (benefits) | (400,000) | ||
Deferred tax benefit | (2,200,000) | ||
Increase in deferred tax expense | $ 1,800,000 |
Deferred Income Tax Assets and
Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Loss and credit carryforwards | $ 5,134 | $ 7,212 |
Accrued expenses | 1,934 | 2,221 |
Stock-based compensation | 8,330 | 7,752 |
Total deferred tax assets | 15,398 | 17,185 |
Valuation allowance | (910) | (910) |
Net deferred tax assets | 14,488 | 16,275 |
Deferred tax liabilities: | ||
Fixed assets | (2,269) | (2,721) |
Intangible assets | (99,803) | (104,973) |
Total deferred tax liabilities | (102,072) | (107,694) |
Net deferred tax liability | $ (87,584) | $ (91,419) |
Classification of Net Deferred
Classification of Net Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Non-current liabilities | $ (87,584) | $ (91,419) |
Net deferred tax liability | $ (87,584) | $ (91,419) |
Tax Loss and Credit Carryforwar
Tax Loss and Credit Carryforwards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
U.S. federal | |||
Tax Credit Carryforward [Line Items] | |||
Tax loss carryforwards | $ 3,284 | $ 7,706 | |
Tax credit carryforwards, Expiration year | Dec. 31, 2027 | ||
State and Local | |||
Tax Credit Carryforward [Line Items] | |||
Tax loss carryforwards | $ 5,753 | 9,856 | |
Tax credit carryforwards, Expiration year | Dec. 31, 2027 | ||
Contributions Carryforwards | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 166 | ||
Tax credit carryforwards, Expiration year | Dec. 31, 2015 | ||
Illinois Edge | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | [1] | $ 3,829 | 2,938 |
Tax credit carryforwards, Expiration year | [1] | Dec. 31, 2017 | |
New York Unincorporated Business | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | [1] | $ 875 | |
Tax credit carryforwards, Expiration year | [1] | Dec. 31, 2021 | |
[1] | Amounts are before the federal benefit of state tax |
Unrecognized Tax Benefit Activi
Unrecognized Tax Benefit Activity Excluding Related Accrual for Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of period | $ 3,188 | $ 1,097 |
Reductions for tax positions of prior years | (296) | (491) |
Additions for tax positions of prior years | 40 | 50 |
Additions for tax positions of the current year | 2,532 | |
Balance at end of period | $ 2,932 | $ 3,188 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 03, 2014 | Apr. 04, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | ||||
Net proceeds from the issuance of common stock | $ 142,541 | |||
Number of votes per share | one vote per share | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 84,979,869 | 81,905,325 | ||
Common stock, shares outstanding | 84,979,869 | 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 of common stock upon the closing of the IPO on April 4, 2014 | |||
Common stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock, net of issuance costs (in shares) | 5,250,000 | |||
IPO | ||||
Class Of Stock [Line Items] | ||||
Net proceeds | $ 94,900 | |||
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 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 | |||
IPO | Underwriting discounts and commissions | ||||
Class Of Stock [Line Items] | ||||
Offering expenses | $ 6,500 | |||
IPO | Other Offering Costs | ||||
Class Of Stock [Line Items] | ||||
Offering expenses | $ 2,600 | |||
IPO | Common Class A | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock, net of issuance costs (in shares) | 4,000,000 | |||
Issuance of common stock price per share | $ 26 | |||
Follow-on Offering | ||||
Class Of Stock [Line Items] | ||||
Net proceeds from the issuance of common stock | $ 47,600 | |||
Follow-on Offering | Common stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock, net of issuance costs (in shares) | 1,250,000 | |||
Issuance of common stock price per share | $ 40.25 | |||
Follow-on Offering | Underwriting discounts and commissions | ||||
Class Of Stock [Line Items] | ||||
Offering expenses | $ 1,900 | |||
Follow-on Offering | Other Offering Costs | ||||
Class Of Stock [Line Items] | ||||
Offering expenses | $ 800 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan matching contributions amount | $ 1.3 | $ 1 | $ 0.7 |
First Eligible Employee Percentage | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Companies matching on eligible employee contribution percentage | 100.00% | 100.00% | 100.00% |
Defined benefit plan eligible employee percentage | 3.00% | 3.00% | 3.00% |
Second Eligible Employee Percentage | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Companies matching on eligible employee contribution percentage | 50.00% | 50.00% | 50.00% |
Defined benefit plan eligible employee percentage | 2.00% | 2.00% | 2.00% |
Earnings Per Share Attributab70
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares | Apr. 04, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 464,930 | 657 | 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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||
Net income | $ 38,077 | $ 24,263 | $ 6,747 |
Preferred stock tax distributions | (320) | (1,073) | |
Basic EPS | |||
Net income attributable to common stockholders | 38,077 | 23,943 | 5,674 |
Effect of Dilutive Securities | |||
Preferred stock | 320 | 1,073 | |
Diluted EPS | |||
Net income attributable to common stockholders | $ 38,077 | $ 24,263 | $ 6,747 |
Basic EPS, Shares | |||
Weighted average number of shares outstanding, basic | 84,076 | 73,571 | 40,681 |
Effect of Dilutive Securities, shares | |||
Preferred stock, shares | 4,980 | 14,390 | |
Diluted EPS, shares | |||
Weighted average number of shares outstanding, diluted | 85,706 | 81,698 | 56,645 |
Basic EPS, per share amount | |||
Net income attributable to common stockholders, per share amount | $ 0.45 | $ 0.33 | $ 0.14 |
Diluted EPS, per share amount | |||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 0.44 | $ 0.30 | $ 0.12 |
Restricted Stock Units and Restricted Stock Awards | |||
Effect of Dilutive Securities, shares | |||
Stock options, Restricted stock units and restricted stock awards, shares | 36 | ||
Non-vested stock options | |||
Effect of Dilutive Securities, shares | |||
Stock options, Restricted stock units and restricted stock awards, shares | 1,594 | 3,147 | 1,574 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | |||
Anti-dilutive shares underlying stock-based awards: | |||
Anti-dilutive shares underlying stock-based awards | 2,380,813 | 407,328 | 477,452 |
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 | 464,930 | 657 | 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 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 165,146 | $ 114,521 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 1,083 | 1,386 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 113,586 | 38,055 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 41,473 | $ 75,080 |
U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 9,004 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Feb. 19, 2016 | Dec. 31, 2014 | Jan. 22, 2016 | |
Subsequent Event [Line Items] | |||
Common stock repurchased and retired | $ 3,239,000 | ||
Subsequent Event | Common stock | |||
Subsequent Event [Line Items] | |||
Common stock repurchased and retired | $ 9,800,000 | ||
Subsequent Event | Common stock | Maximum | |||
Subsequent Event [Line Items] | |||
Authorized to repurchase of common stock | $ 100,000,000 |
Schedule of Common Stock Repurc
Schedule of Common Stock Repurchased and Retired (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Feb. 19, 2016 | Jan. 31, 2016 | Feb. 19, 2016 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Common stock repurchased and retired | $ 3,239 | |||
Common stock | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased and retired, Shares | 147,112 | |||
Subsequent Event | Common stock | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased and retired, Shares | 358,600 | 148,073 | 506,673 | |
Common stock repurchased and retired, Average Price Paid per Share | $ 19.51 | $ 18.67 | $ 19.26 | |
Common stock repurchased and retired | $ 9,800 | |||
Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Subsequent Event | Common stock | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased and retired, Shares | 358,600 | 148,073 | 506,673 | |
Value of Shares that May Yet be Purchased Under the Plans or Programs | Subsequent Event | Common stock | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchased and retired | $ 90,239 | $ 97,235 |
Uncategorized Items - grub-2015
Label | Element | Value |
Goodwill Gross | us-gaap_GoodwillGross | $ 352,788,000 |