Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | GRUB | |
Entity Registrant Name | GRUBHUB INC. | |
Entity Central Index Key | 1,594,109 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 85,592,803 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 177,838 | $ 169,293 |
Short term investments | 118,743 | 141,448 |
Accounts receivable, less allowances for doubtful accounts | 65,729 | 42,051 |
Prepaid expenses | 6,264 | 3,482 |
Total current assets | 368,574 | 356,274 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 43,398 | 19,082 |
OTHER ASSETS: | ||
Other assets | 4,873 | 3,105 |
Goodwill | 437,009 | 396,220 |
Acquired intangible assets, net of amortization | 318,431 | 285,567 |
Total other assets | 760,313 | 684,892 |
TOTAL ASSETS | 1,172,285 | 1,060,248 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 78,321 | 64,326 |
Accounts payable | 9,532 | 8,189 |
Accrued payroll | 6,103 | 4,841 |
Taxes payable | 785 | 426 |
Other accruals | 16,054 | 11,830 |
Total current liabilities | 110,795 | 89,612 |
LONG TERM LIABILITIES: | ||
Deferred taxes, non-current | 105,642 | 87,584 |
Other accruals | 6,245 | 5,456 |
Total long term liabilities | 111,887 | 93,040 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Series A Convertible Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of September 30, 2016 and December 31, 2015; issued and outstanding: no shares as of September 30, 2016 and December 31, 2015. | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at September 30, 2016 and December 31, 2015; issued and outstanding: 85,490,296 and 84,979,869 shares as of September 30, 2016 and December 31, 2015, respectively | 9 | 8 |
Accumulated other comprehensive loss | (1,641) | (604) |
Additional paid-in capital | 796,414 | 759,292 |
Retained earnings | 154,821 | 118,900 |
Total Stockholders’ Equity | 949,603 | 877,596 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,172,285 | $ 1,060,248 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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 | 85,490,296 | 84,979,869 |
Common stock, shares outstanding | 85,490,296 | 84,979,869 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 123,461 | $ 85,662 | $ 355,874 | $ 261,866 |
Costs and expenses: | ||||
Sales and marketing | 26,499 | 21,443 | 80,687 | 66,229 |
Operations and support | 44,346 | 27,637 | 120,029 | 74,941 |
Technology (exclusive of amortization) | 11,006 | 8,412 | 31,765 | 23,980 |
General and administrative | 11,754 | 10,203 | 37,501 | 29,049 |
Depreciation and amortization | 9,089 | 6,299 | 25,282 | 21,377 |
Total costs and expenses | 102,694 | 73,994 | 295,264 | 215,576 |
Income before provision for income taxes | 20,767 | 11,668 | 60,610 | 46,290 |
Provision for income taxes | 7,585 | 4,801 | 24,690 | 19,501 |
Net income attributable to common stockholders | $ 13,182 | $ 6,867 | $ 35,920 | $ 26,789 |
Net income per share attributable to common stockholders: | ||||
Basic | $ 0.15 | $ 0.08 | $ 0.42 | $ 0.32 |
Diluted | $ 0.15 | $ 0.08 | $ 0.42 | $ 0.31 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | ||||
Basic | 85,217 | 84,583 | 84,889 | 83,827 |
Diluted | 86,424 | 85,867 | 85,957 | 85,599 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 13,182 | $ 6,867 | $ 35,920 | $ 26,789 |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments | (245) | (266) | (1,037) | (163) |
COMPREHENSIVE INCOME | $ 12,937 | $ 6,601 | $ 34,883 | $ 26,626 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 35,920 | $ 26,789 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 5,567 | 3,846 |
Provision for doubtful accounts | 719 | 565 |
Deferred taxes | (1,908) | (2,793) |
Amortization of intangible assets | 19,715 | 17,531 |
Stock-based compensation | 17,755 | 9,378 |
Deferred rent | 980 | (73) |
Other | (292) | 553 |
Change in assets and liabilities, net of the effects of business acquisitions: | ||
Accounts receivable | (22,299) | (6,912) |
Prepaid expenses and other assets | (2,874) | (1,456) |
Restaurant food liability | 11,361 | (31,444) |
Accounts payable | (4,592) | (633) |
Accrued payroll | 582 | (2,150) |
Other accruals | 1,799 | 389 |
Net cash provided by operating activities | 62,433 | 13,590 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of investments | (187,456) | (154,268) |
Proceeds from maturity of investments | 210,567 | 122,856 |
Capitalized website and development costs | (8,859) | (4,961) |
Purchases of property and equipment | (17,083) | (2,866) |
Acquisitions of businesses, net of cash acquired | (65,849) | (55,687) |
Acquisition of other intangible assets | (250) | |
Other cash flows from investing activities | (540) | |
Net cash used in investing activities | (69,470) | (94,926) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchases of common stock | (14,774) | |
Proceeds from exercise of stock options | 11,814 | 10,689 |
Excess tax benefits related to stock-based compensation | 22,114 | 21,987 |
Taxes paid related to net settlement of stock-based compensation awards | (1,205) | |
Payments for debt issuance costs | (1,477) | |
Net cash provided by financing activities | 16,472 | 32,676 |
Net change in cash and cash equivalents | 9,435 | (48,660) |
Effect of exchange rates on cash | (890) | (108) |
Cash and cash equivalents at beginning of year | 169,293 | 201,796 |
Cash and cash equivalents at end of the period | 177,838 | 153,028 |
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS | ||
Fair value of common stock issued for acquisitions | 15,980 | |
Cash paid for income taxes | 5,757 | |
Capitalized property, equipment and website and development costs in accounts payable at period end | $ 5,911 | $ 414 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Grubhub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the “Company”) provide an online and mobile platform for restaurant pick-up and delivery orders. Diners enter their delivery address or use geo-location within the mobile applications and the Company displays the menus and other relevant information for restaurants in its network. Orders may be placed directly online, via mobile applications or over the phone at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of Grubhub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly-owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 26, 2016 (the “2015 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. There have been no material changes to the Company’s significant accounting policies described in the 2015 Form 10-K. Recently Issued Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows with the intent of reducing diversity in practice related to eight types of cash flows including, among others, debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for the Company beginning in fiscal year 2018 and early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 may impact the Company’s disclosures but is otherwise not expected to have a material impact on its consolidated financial position, results of operations or cash flows. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables and held-to-maturity debt securities, which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning the first quarter of 2020 and early adoption is permitted. The guidance will be applied using the modified-retrospective approach. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions . Under ASU 2016-09, excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement. ASU 2016-09 also provides entities with the option to elect an accounting policy to continue to estimate forfeitures of stock-based awards over the service period (current GAAP) or account for forfeitures when they occur . Under ASU 2016-09, previously unrecognized excess tax benefits should be recognized using a modified retrospective transition. In addition, amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement, as well as changes in the computation of weighted-average diluted shares outstanding, should be applied prospectively. The Company believes the most significant impact of the adoption of ASU 2016-09 to the Company’s consolidated financial statements will be to recognize certain tax benefits or tax shortfalls upon a restricted-stock award or unit vesting or stock option exercise relative to the deferred tax asset position established in the provision for income taxes line of the consolidated statement of operations instead of to consolidated stockholders’ equity. During the nine months ended September 30, 2016, and the years ended 2015 and 2014, the Company recorded $22.1 million, $27.8 million and $13.0 million to consolidated stockholders’ equity as tax benefits related to stock-based compensation, respectively . ASU 2016-09 is effective beginning in the first quarter of 2017 with early adoption permitted. The Company plans to adopt ASU 2016-09 during the first quarter of 2017. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease under ASU 2016-02 will not significantly change from current GAAP. ASU 2016-02 is effective beginning in the first quarter of 2019 with early adoption permitted. The Company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of adoption of ASU 2016-02 on its consolidated financial statements, but anticipates that it will result in a significant increase in its long-term assets and liabilities and minimal impact to its results of operations and cash flows. 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 was effective for and adopted by the Company in the first quarter of 2016. The adoption of ASU 2015-16 eliminates costs related to retrospective application of any measurement-period adjustments that may be identified, but has not had 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 was effective for and adopted by the Company in the first quarter of 2016. The Company elected to apply ASU 2015-05 prospectively; however, its adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Under the previous practice, debt issuance costs were recognized as a deferred charge (that is, an asset). The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. In August 2015, the FASB issued ASU 2015-15 “Interest - Imputed Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which clarifies that the guidance in ASU 2015-03 does not apply to line-of-credit arrangements. According to ASU 2015-15, debt issuance costs related to line-of-credit arrangements will continue to be deferred and presented as an asset and subsequently amortized ratably over the term of the arrangement. The amendments in ASU 2015-03 and clarifications of ASU 2015-15 are effective for the Company in the first quarter of 2016. The Company entered into a credit agreement on April 29, 2016 (see Note 8, Debt , for additional details). The adoption of ASU 2015-03 and ASU 2015-15 have not had 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. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”) , which clarifies the implementation guidance on identifying performance obligations and licensing. ASU 2016-10 reduces the cost and complexity of identifying promised goods or services and improves the guidance for determining whether promises are separately identifiable. In May 2016, the FASB issued Accounting Standards Update No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, non-cash consideration, presentation of sales tax, and transition. ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 will be effective for the Company in the first quarter of 2018. Management is currently evaluating the impact the adoption of these ASUs will have on the . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2016 Acquisitions On May 5, 2016, the Company acquired all of the issued and outstanding stock of KMLEE Investments Inc. and LABite.com, Inc. (collectively, “LABite”). The purchase price for LABite was $65.8 million in cash, net of cash acquired of $2.6 million. LABite provides online and mobile food ordering and delivery services for restaurants in numerous western and southwestern cities of the United States. The acquisition has expanded the Company’s restaurant, diner and delivery networks. The results of operations of LABite have been included in the Company’s financial statements since May 5, 2016 and have not had a material impact on the Company’s consolidated results of operations as of September 30, 2016. 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 restaurant delivery services and enhance the breadth and depth of the Company’s restaurant networks. Of The assets acquired and liabilities assumed of LABite were recorded at their estimated fair values as of the closing date of May 5, 2016. The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the LABite acquisition: (in thousands) Cash and cash equivalents $ 2,566 Accounts receivable 2,320 Prepaid expenses and other assets 68 Customer and vendor relationships 46,513 Property and equipment 257 Developed technology 1,731 Goodwill 40,789 Trademarks 440 Accounts payable and accrued expenses (6,303 ) Net deferred tax liability (19,966 ) Total purchase price plus cash acquired 68,415 Cash acquired (2,566 ) Net cash paid $ 65,849 2015 Acquisitions On February 4, 2015, the Company acquired assets of DiningIn.com, Inc. and certain of its affiliates (collectively, “DiningIn”), and, on February 27, 2015, the Company acquired the membership units of Restaurants on the Run, LLC (“Restaurants on the Run”) and on December 4, 2015, the Company acquired the membership units of Mealport USA LLC (“Delivered Dish”). Aggregate consideration 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 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. 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 Additional Information 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 Company incurred certain expenses directly and indirectly related to acquisitions which were recognized in general and administrative expenses within the condensed consolidated statements of operations for the three months ended September 30, 2016 and 2015 of $0.2 nine months $1.7 Pro Forma The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2016 and 2015 as if the acquisitions had occurred as of January 1 of the year prior to acquisition: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands, except per share data) Revenues $ 123,461 $ 92,826 $ 364,834 $ 286,395 Net income 13,334 6,680 34,897 28,170 Net income per share attributable to common shareholders: Basic $ 0.16 $ 0.08 $ 0.41 $ 0.34 Diluted $ 0.15 $ 0.08 $ 0.41 $ 0.33 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 three and nine months ended September 30, 2016 and 2015 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Depreciation and amortization $ — $ 914 $ 1,364 $ 3,296 Transaction costs (256 ) (107 ) (1,729 ) (807 ) Income tax expense (benefit) 105 (344 ) 151 (1,061 ) The unaudited pro forma revenues and net income are not intended to represent or be indicative of the Company’s condensed consolidated results of operations or financial condition that would have been reported had the acquisitions been completed as of the beginning of the |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 35,871 $ — $ (21 ) $ 35,850 Short term investments Commercial paper 100,652 — (219 ) 100,433 Corporate bonds 18,091 4 (1 ) 18,094 Total $ 154,614 $ 4 $ (241 ) $ 154,377 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 All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of September 30, 2016. The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 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 $ 136,283 $ (240 ) $ — $ — $ 136,283 $ (240 ) Corporate bonds 4,882 (1 ) — — 4,882 (1 ) Total $ 141,165 $ (241 ) $ — $ — $ 141,165 $ (241 ) 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 ) During the three and nine months ended September 30, 2016 and 2015, the Company did not recognize any other-than-temporary impairment losses related to its marketable securities. The Company’s marketable securities are classified within Level 2 of the fair value hierarchy (see Note 13, Fair Value Measurement, |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 5. Goodwill and Acquired Intangible Assets The components of acquired intangible assets as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 10,640 $ (9,097 ) $ 1,543 $ 9,819 $ (6,288 ) $ 3,531 Customer and vendor relationships, databases 282,751 (56,242 ) 226,509 236,238 (44,192 ) 192,046 Trademarks 969 (474 ) 495 529 (215 ) 314 Other 250 (42 ) 208 — — — Total amortizable intangible assets 294,610 (65,855 ) 228,755 246,586 (50,695 ) 195,891 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 384,286 $ (65,855 ) $ 318,431 $ 336,262 $ (50,695 ) $ 285,567 The gross carrying amount and accumulated amortization of the Company’s developed technology intangible assets were adjusted by $0.9 million as of June 30, 2016 for certain fully amortized assets that are no longer in use. Amortization expense for acquired intangible assets was $5.4 million and $4.7 million for the three months ended September 30, 2016 and 2015, respectively, and $16.1 million and $13.5 million for the nine months ended September 30, 2016 and 2015, respectively. Changes in the carrying amount of goodwill during the nine months ended September 30, 2016 were as follows: Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2015 396,220 — 396,220 Acquisitions 40,789 — 40,789 Balance as of September 30, 2016 $ 437,009 $ — $ 437,009 During the nine months ended September 30, 2016, the Company recorded additions to acquired intangible assets of $48.7 million as a result of the acquisition of LABite. The components of the acquired intangibles assets added during the nine months ended September 30, 2016 were as follows: Nine Months Ended September 30, 2016 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 46,513 20.0 Developed technology 1,731 1.0 Trademarks 440 2.0 Total $ 48,684 Estimated future amortization expense of acquired intangible assets as of September 30, 2016 was as follows: (in thousands) The remainder of 2016 $ 5,023 2017 18,021 2018 16,937 2019 15,389 2020 14,987 Thereafter 158,398 Total $ 228,755 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment The components of the Company’s property and equipment as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 December 31, 2015 (in thousands) Computer equipment $ 15,466 $ 10,080 Delivery equipment 1,904 555 Furniture and fixtures 4,776 2,092 Developed software 21,758 11,129 Purchased software and digital assets 1,050 361 Leasehold improvements 15,547 6,050 Construction in progress 2,547 — Property and equipment 63,048 30,267 Accumulated amortization and depreciation (19,650 ) (11,185 ) Property and equipment, net $ 43,398 $ 19,082 The Company recorded depreciation and amortization expense for property and equipment other than developed software of $2.3 million and $1.1 million for the three months ended September 30, 2016 and 2015, respectively, and $5.6 million and $4.5 million for the nine months ended September 30, 2016 and 2015, respectively. The Company capitalized developed software costs of $4.1 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies 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 August and September 2016, the Patent and Trademark Office (“PTO”) issued final written decisions determining the infringement claims by Ameranth of the ’850 and ’325 patents are invalid. Ameranth has appealed those PTO decisions. In March 2012, Ameranth initiated eight additional actions for infringement of a third, related patent, U.S. Patent No. 8,146,077 (“’077 patent”), in the same forum, including separate actions against Grubhub Holdings Inc., Case No. 3:12-cv-739 (“’739 action”), and Seamless North America, LLC, Case No. 3:12-cv-737 (“’737 action”). In August 2012, the Court severed the claims against Grubhub Holdings Inc. and Seamless North America, LLC in the ’1810 action and consolidated them with the ’739 action and the ’737 action, respectively. Later, the Court consolidated these separate cases against Grubhub Holdings Inc. and Seamless North America, LLC, along with the approximately 40 other cases Ameranth filed in the same district, with the original ’1810 action. In their answers, Grubhub Holdings Inc. and Seamless North America, LLC denied infringement and interposed various defenses, including non-infringement, invalidity, unenforceability and inequitable conduct. No trial date has been set for this case and the consolidated district court case remains stayed. The Company believes this case lacks merit and that it has strong defenses to all of the infringement claims. The Company intends to defend the suit vigorously. However, the Company is unable to predict the likelihood of success of Ameranth’s infringement claims and is unable to predict the likelihood of success of its counterclaims. The Company has not recorded an accrual related to this lawsuit as of September 30, 2016, 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 status of the case 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 matter described above, from time to time, the Company is involved in various other legal proceedings arising from the normal course of business activities. For example, in the ordinary course of business, the Company receives labor and employment claims, including those related to misclassification of independent contractors. The Company does not believe these claims will have a material impact on its consolidated financial statements. However, there is no assurance that these claims will not be combined into a collective or class action. Indemnification In connection with the merger of Seamless North America, LLC, Seamless Holdings Corporation and Grubhub Holdings Inc. in August 2013, the Company agreed to indemnify Aramark Holdings Corporation for negative income tax consequences associated with the October 2012 spin-off of Seamless Holdings Corporation that were the result of certain actions taken by the Company through October 29, 2014, in certain instances subject to a $15.0 million limitation. Management is not aware of any actions that would impact the indemnification obligation. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt On April 29, 2016, the Company entered into a secured revolving credit facility (the “Credit Agreement”), which provides for aggregate revolving loans up to $185.0 million, subject to an increase of up to an additional $30 million under certain conditions. The credit facility will be available to the Company until April 28, 2021. There were no borrowings outstanding under the Credit Agreement as of September 30, 2016. Under the Credit Agreement, borrowings bear interest, at the Company’s option, based on LIBOR or an alternate base rate plus a margin. In the case of LIBOR loans the margin ranges between 1.25% and 2.00% and, in the case of alternate base rate loans, between 0.25% and 1.0%, in each case, based upon the Company’s consolidated leverage ratio (as defined in the Credit Agreement). The Company is also required to pay a commitment fee on the undrawn portion available under the revolving loan facility of between 0.20% and 0.30% per annum, based upon the Company’s consolidated leverage ratio. The Company incurred origination fees at closing of the Credit Agreement of $1.5 million, which were recorded in other assets on the condensed consolidated balance sheet and will be amortized over the term of the facility. The Credit Agreement will be used for general corporate purposes, including funding working capital and acquisitions. The Company’s obligations under the Credit Agreement are secured by a lien on substantially all of the tangible and intangible property of the Company and by a pledge of all of the equity interests of the Company’s domestic subsidiaries. The Credit Agreement contains customary covenants that, among other things, require the Company to satisfy certain financial covenants and may restrict the Company’s ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, create liens, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants could result in the amounts outstanding, if any, under the Credit Agreement becoming immediately due and payable and termination of the commitments. The Company was in compliance with the covenants as of September 30, 2016. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company has granted stock options, restricted stock units and restricted stock awards under its incentive plans. Stock-based Compensation Expense The total stock-based compensation expense related to all stock-based awards was $5.4 million and $3.1 million during the three months ended September 30, 2016 and 2015, respectively, and $17.8 million and $9.4 million during the nine months ended September 30, 2016 and 2015, respectively. During the nine months September 30, 2016 2015 The Company capitalized stock-based compensation expense as website and software development costs of $0.6 million and $0.1 million during the three months ended million and $0.3 million during the nine months ended September 30, 2016 and 2015 , respectively. As of September 30, 2016, $52.9 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 3.1 years. The total unrecognized stock-based compensation expense to be recognized in future periods as of September 30, 2016 does not consider the effect of stock-based awards that may be granted in subsequent periods. Stock Options The Company granted 131,816 and 1,496,861 stock options during the nine months ended September 30, 2016 and 2015, 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 as there The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of the award is estimated using a simplified method. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2016 and 2015 were as follows: Nine Months Ended September 30, 2016 2015 Weighted-average fair value options granted $ 10.74 $ 16.48 Average risk-free interest rate 1.41 % 1.46 % Expected stock price volatilities 50.3 % 47.0 % Dividend yield None None Expected stock option life (years) 5.78 6.06 Stock option awards as of December 31, 2015 and September 30, 2016, and changes during the ended , were as follows Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2015 5,078,297 $ 19.66 $ 41,107 8.21 Granted 131,816 22.54 Forfeited (795,391 ) 26.39 Exercised (1,227,543 ) 9.63 Outstanding at September 30, 2016 3,187,179 21.96 67,059 7.85 Vested and expected to vest at September 30, 2016 2,675,453 21.11 58,572 7.85 Exercisable at September 30, 2016 1,069,786 $ 16.61 $ 28,246 6.79 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. 2015 nine months 2015 The Company recorded compensation expense for stock options of $2.5 million and $2.3 million for the three months ended September 30, 2016 and 2015 2015 Restricted Stock Units and Restricted Stock Awards Non-vested restricted stock units and restricted stock awards as of December 31, 2015 September 30, 2016 nine months September 30, 2016 Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2015 888,483 $ 27.85 67,744 $ 42.01 Granted 952,239 28.35 — — Forfeited (178,305 ) 27.19 — — Vested (52,810 ) 37.32 (67,744 ) 42.01 Outstanding at September 30, 2016 1,609,607 $ 27.91 — $ — Compensation expense recognized related to restricted stock awards was $0.6 million during the three months ended September 30, 2015, and $1.7 million and $1.3 million during the nine months September 30, 2016 and 2015 There were no non-vested restricted stock awards or related expense September 30, 2016 September 30, 2016, compensation expense related to restricted stock units was $2.9 September 30, 2016 nine months September 30, 2016 September 30, 2016 September 30, 2016 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes As of September 30, 2016, the Company is under routine examination by the New York State Department of Taxation and Finance for the 2013, 2014 and 2015 income tax years. The Company does not believe, but cannot predict with certainty whether, there will be any additional tax liabilities, penalties and/or interest as a result of the audit. During the nine months ended , the Illinois Department of Revenue completed an audit of the Company’s corporate income tax returns for the tax years ended December 31, 2013 and 2012 and proposed no changes. Therefore, the Company does not expect any additional tax liabilities, penalties and/or interest as a result of the audit . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of September 30, 2016 and December 31, 2015 Common Stock Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At September 30, 2016 and December 31, 2015 500,000,000 2015 84,979,869 2015 On January 22, 2016, the Company’s Board of Directors 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 repurchase program was announced on January 25, 2016. The repurchased stock may be retired or held as authorized but unissued treasury shares. The repurchase authorizations do not obligate the Company to acquire any particular amount of common stock or adopt any particular method of repurchase Series A Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock. There were no issued or outstanding shares of preferred stock as of September 30, 2016 or December 31, 2015 The Company’s equity as of December 31, 2015 and September 30, 2016 , and changes during the nine months ended September 30, 2016 , were as follows: (in thousands) Balance at December 31, 2015 $ 877,596 Net income 35,920 Currency translation (1,037 ) Stock-based compensation 19,175 Repurchases of common stock (14,774 ) Shares repurchased and retired to satisfy tax withholding upon vesting (1,205 ) Tax benefit related to stock-based compensation 22,114 Stock option exercises, net of withholdings and other 11,814 Balance at September 30, 2016 $ 949,603 |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Attributable to Common Stockholders | 12. Earnings Per Share Attributable to Common Stockholders Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income per share attributable to common stockholders is computed by dividing net income by the weighted-average number of common shares outstanding during the period and potentially dilutive common stock equivalents, including stock options, restricted stock units and restricted stock awards, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and vesting of restricted stock units and restricted stock awards using the treasury stock method. The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2016 and 2015 Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 13,182 85,217 $ 0.15 $ 6,867 84,583 $ 0.08 Effect of Dilutive Securities Stock options — 776 — 1,267 Restricted stock units and restricted stock awards — 431 — 17 Diluted EPS Net income attributable to common stockholders $ 13,182 86,424 $ 0.15 $ 6,867 85,867 $ 0.08 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 35,920 84,889 $ 0.42 $ 26,789 83,827 $ 0.32 Effect of Dilutive Securities Stock options — 837 — 1,761 Restricted stock units and restricted stock awards — 231 — 11 Diluted EPS Net income attributable to common stockholders $ 35,920 85,957 $ 0.42 $ 26,789 85,599 $ 0.31 During the nine months ended September 30, 2016, the Company repurchased and retired 724,473 shares of its common stock. The repurchases resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net earnings per share from the dates of the repurchases. See Note 11, Stockholders’ Equity, The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three and nine months ended September 30, 2016 and 2015 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Anti-dilutive shares underlying stock-based awards: Stock options 916,154 1,725,267 916,154 1,517,215 Restricted stock awards — — — — Restricted stock units 178,551 88,063 178,551 — |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 13. 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 September 30, 2016 and December 31, 2015 September 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 547 $ — $ — $ 1,083 $ — Commercial paper — 136,283 — — 113,586 — Corporate bonds — 18,094 — — 41,473 — U.S. government agency bonds — — — — 9,004 — Total $ — $ 154,924 $ — $ — $ 165,146 $ — In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions. See Note 3, Acquisitions |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of Grubhub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly-owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 26, 2016 (the “2015 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. There have been no material changes to the Company’s significant accounting policies described in the 2015 Form 10-K. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows with the intent of reducing diversity in practice related to eight types of cash flows including, among others, debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for the Company beginning in fiscal year 2018 and early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 may impact the Company’s disclosures but is otherwise not expected to have a material impact on its consolidated financial position, results of operations or cash flows. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables and held-to-maturity debt securities, which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning the first quarter of 2020 and early adoption is permitted. The guidance will be applied using the modified-retrospective approach. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions . Under ASU 2016-09, excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement. ASU 2016-09 also provides entities with the option to elect an accounting policy to continue to estimate forfeitures of stock-based awards over the service period (current GAAP) or account for forfeitures when they occur . Under ASU 2016-09, previously unrecognized excess tax benefits should be recognized using a modified retrospective transition. In addition, amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement, as well as changes in the computation of weighted-average diluted shares outstanding, should be applied prospectively. The Company believes the most significant impact of the adoption of ASU 2016-09 to the Company’s consolidated financial statements will be to recognize certain tax benefits or tax shortfalls upon a restricted-stock award or unit vesting or stock option exercise relative to the deferred tax asset position established in the provision for income taxes line of the consolidated statement of operations instead of to consolidated stockholders’ equity. During the nine months ended September 30, 2016, and the years ended 2015 and 2014, the Company recorded $22.1 million, $27.8 million and $13.0 million to consolidated stockholders’ equity as tax benefits related to stock-based compensation, respectively . ASU 2016-09 is effective beginning in the first quarter of 2017 with early adoption permitted. The Company plans to adopt ASU 2016-09 during the first quarter of 2017. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease under ASU 2016-02 will not significantly change from current GAAP. ASU 2016-02 is effective beginning in the first quarter of 2019 with early adoption permitted. The Company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of adoption of ASU 2016-02 on its consolidated financial statements, but anticipates that it will result in a significant increase in its long-term assets and liabilities and minimal impact to its results of operations and cash flows. 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 was effective for and adopted by the Company in the first quarter of 2016. The adoption of ASU 2015-16 eliminates costs related to retrospective application of any measurement-period adjustments that may be identified, but has not had 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 was effective for and adopted by the Company in the first quarter of 2016. The Company elected to apply ASU 2015-05 prospectively; however, its adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Under the previous practice, debt issuance costs were recognized as a deferred charge (that is, an asset). The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. In August 2015, the FASB issued ASU 2015-15 “Interest - Imputed Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which clarifies that the guidance in ASU 2015-03 does not apply to line-of-credit arrangements. According to ASU 2015-15, debt issuance costs related to line-of-credit arrangements will continue to be deferred and presented as an asset and subsequently amortized ratably over the term of the arrangement. The amendments in ASU 2015-03 and clarifications of ASU 2015-15 are effective for the Company in the first quarter of 2016. The Company entered into a credit agreement on April 29, 2016 (see Note 8, Debt , for additional details). The adoption of ASU 2015-03 and ASU 2015-15 have not had 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. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”) , which clarifies the implementation guidance on identifying performance obligations and licensing. ASU 2016-10 reduces the cost and complexity of identifying promised goods or services and improves the guidance for determining whether promises are separately identifiable. In May 2016, the FASB issued Accounting Standards Update No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, non-cash consideration, presentation of sales tax, and transition. ASU 2014-09, ASU 2016-08, ASU 2016-10 and ASU 2016-12 will be effective for the Company in the first quarter of 2018. Management is currently evaluating the impact the adoption of these ASUs will have on the . |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
LABite | |
Business Acquisition [Line Items] | |
Schedule of Acquisition Date Fair Value of Assets and Liabilities | The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the LABite acquisition: (in thousands) Cash and cash equivalents $ 2,566 Accounts receivable 2,320 Prepaid expenses and other assets 68 Customer and vendor relationships 46,513 Property and equipment 257 Developed technology 1,731 Goodwill 40,789 Trademarks 440 Accounts payable and accrued expenses (6,303 ) Net deferred tax liability (19,966 ) Total purchase price plus cash acquired 68,415 Cash acquired (2,566 ) Net cash paid $ 65,849 |
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 |
Dining In, Restaurants on the Run, Delivered Dish and LABite | |
Business Acquisition [Line Items] | |
Pro Forma Summary of Operation | The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2016 and 2015 as if the acquisitions had occurred as of January 1 of the year prior to acquisition: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands, except per share data) Revenues $ 123,461 $ 92,826 $ 364,834 $ 286,395 Net income 13,334 6,680 34,897 28,170 Net income per share attributable to common shareholders: Basic $ 0.16 $ 0.08 $ 0.41 $ 0.34 Diluted $ 0.15 $ 0.08 $ 0.41 $ 0.33 |
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 three and nine months ended September 30, 2016 and 2015 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Depreciation and amortization $ — $ 914 $ 1,364 $ 3,296 Transaction costs (256 ) (107 ) (1,729 ) (807 ) Income tax expense (benefit) 105 (344 ) 151 (1,061 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Held-to-Maturity Marketable Securities | The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 35,871 $ — $ (21 ) $ 35,850 Short term investments Commercial paper 100,652 — (219 ) 100,433 Corporate bonds 18,091 4 (1 ) 18,094 Total $ 154,614 $ 4 $ (241 ) $ 154,377 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 |
Summary of Continuous Unrealized Loss on Marketable Securities | The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 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 $ 136,283 $ (240 ) $ — $ — $ 136,283 $ (240 ) Corporate bonds 4,882 (1 ) — — 4,882 (1 ) Total $ 141,165 $ (241 ) $ — $ — $ 141,165 $ (241 ) 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 ) |
Goodwill and Acquired Intangi23
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 10,640 $ (9,097 ) $ 1,543 $ 9,819 $ (6,288 ) $ 3,531 Customer and vendor relationships, databases 282,751 (56,242 ) 226,509 236,238 (44,192 ) 192,046 Trademarks 969 (474 ) 495 529 (215 ) 314 Other 250 (42 ) 208 — — — Total amortizable intangible assets 294,610 (65,855 ) 228,755 246,586 (50,695 ) 195,891 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 384,286 $ (65,855 ) $ 318,431 $ 336,262 $ (50,695 ) $ 285,567 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the nine months ended September 30, 2016 were as follows: Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2015 396,220 — 396,220 Acquisitions 40,789 — 40,789 Balance as of September 30, 2016 $ 437,009 $ — $ 437,009 |
Components of Acquired Intangibles Assets Added During the Period (Finite Lived) | The components of the acquired intangibles assets added during the nine months ended September 30, 2016 were as follows: Nine Months Ended September 30, 2016 Weighted-Average Amortization Period (in thousands) (years) Customer and vendor relationships $ 46,513 20.0 Developed technology 1,731 1.0 Trademarks 440 2.0 Total $ 48,684 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of September 30, 2016 was as follows: (in thousands) The remainder of 2016 $ 5,023 2017 18,021 2018 16,937 2019 15,389 2020 14,987 Thereafter 158,398 Total $ 228,755 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 December 31, 2015 (in thousands) Computer equipment $ 15,466 $ 10,080 Delivery equipment 1,904 555 Furniture and fixtures 4,776 2,092 Developed software 21,758 11,129 Purchased software and digital assets 1,050 361 Leasehold improvements 15,547 6,050 Construction in progress 2,547 — Property and equipment 63,048 30,267 Accumulated amortization and depreciation (19,650 ) (11,185 ) Property and equipment, net $ 43,398 $ 19,082 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used to Determine Fair Value of Stock Options Granted | The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2016 and 2015 were as follows: Nine Months Ended September 30, 2016 2015 Weighted-average fair value options granted $ 10.74 $ 16.48 Average risk-free interest rate 1.41 % 1.46 % Expected stock price volatilities 50.3 % 47.0 % Dividend yield None None Expected stock option life (years) 5.78 6.06 |
Summary of Stock Option Activity | Stock option awards as of December 31, 2015 and September 30, 2016, and changes during the ended , were as follows Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2015 5,078,297 $ 19.66 $ 41,107 8.21 Granted 131,816 22.54 Forfeited (795,391 ) 26.39 Exercised (1,227,543 ) 9.63 Outstanding at September 30, 2016 3,187,179 21.96 67,059 7.85 Vested and expected to vest at September 30, 2016 2,675,453 21.11 58,572 7.85 Exercisable at September 30, 2016 1,069,786 $ 16.61 $ 28,246 6.79 |
Non-vested Restricted Stock Units and Restricted Stock Awards | Non-vested restricted stock units and restricted stock awards as of December 31, 2015 September 30, 2016 nine months September 30, 2016 Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2015 888,483 $ 27.85 67,744 $ 42.01 Granted 952,239 28.35 — — Forfeited (178,305 ) 27.19 — — Vested (52,810 ) 37.32 (67,744 ) 42.01 Outstanding at September 30, 2016 1,609,607 $ 27.91 — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity and Changes in Equity During Period | The Company’s equity as of December 31, 2015 and September 30, 2016 , and changes during the nine months ended September 30, 2016 , were as follows: (in thousands) Balance at December 31, 2015 $ 877,596 Net income 35,920 Currency translation (1,037 ) Stock-based compensation 19,175 Repurchases of common stock (14,774 ) Shares repurchased and retired to satisfy tax withholding upon vesting (1,205 ) Tax benefit related to stock-based compensation 22,114 Stock option exercises, net of withholdings and other 11,814 Balance at September 30, 2016 $ 949,603 |
Earnings Per Share Attributab27
Earnings Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2016 and 2015 Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 13,182 85,217 $ 0.15 $ 6,867 84,583 $ 0.08 Effect of Dilutive Securities Stock options — 776 — 1,267 Restricted stock units and restricted stock awards — 431 — 17 Diluted EPS Net income attributable to common stockholders $ 13,182 86,424 $ 0.15 $ 6,867 85,867 $ 0.08 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 35,920 84,889 $ 0.42 $ 26,789 83,827 $ 0.32 Effect of Dilutive Securities Stock options — 837 — 1,761 Restricted stock units and restricted stock awards — 231 — 11 Diluted EPS Net income attributable to common stockholders $ 35,920 85,957 $ 0.42 $ 26,789 85,599 $ 0.31 |
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 three and nine months ended September 30, 2016 and 2015 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Anti-dilutive shares underlying stock-based awards: Stock options 916,154 1,725,267 916,154 1,517,215 Restricted stock awards — — — — Restricted stock units 178,551 88,063 178,551 — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents the balances of assets measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 September 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 547 $ — $ — $ 1,083 $ — Commercial paper — 136,283 — — 113,586 — Corporate bonds — 18,094 — — 41,473 — U.S. government agency bonds — — — — 9,004 — Total $ — $ 154,924 $ — $ — $ 165,146 $ — |
Significant Accounting Polici29
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Tax benefit related to stock-based compensation | $ 22,114 | $ 27,800 | $ 13,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | May 05, 2016 | Dec. 04, 2015 | Feb. 27, 2015 | Feb. 04, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||
Net cash payments to acquire businesses | $ 65,849 | $ 55,687 | |||||||
Goodwill related to acquisition | $ 437,009 | 437,009 | $ 396,220 | ||||||
General and administrative expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Direct and indirect expense incurred related to acquisitions | $ 200 | $ 100 | $ 1,700 | $ 800 | |||||
LABite | |||||||||
Business Acquisition [Line Items] | |||||||||
Net cash payments to acquire businesses | $ 65,849 | ||||||||
Cash acquired in business acquisition | $ 2,566 | ||||||||
Acquisition date | May 5, 2016 | ||||||||
Goodwill related to acquisition | $ 40,789 | ||||||||
Goodwill expected to be deductible for income tax purposes | $ 4,400 | ||||||||
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] | |||||||||
Net cash payments to acquire businesses | $ 73,907 | ||||||||
Cash acquired in business acquisition | 698 | ||||||||
Goodwill related to acquisition | 43,432 | ||||||||
Business acquisition, transaction value | $ 89,887 | ||||||||
Dining In, Restaurants on Run and Delivered Dish | Common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisitions, share issued | 407,812 |
Schedule of Acquisition-Date Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Thousands | May 05, 2016 | Dec. 04, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 437,009 | $ 396,220 | |||
Fair value of common stock issued | $ (15,980) | ||||
Net cash paid | 65,849 | $ 55,687 | |||
LABite | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 2,566 | ||||
Accounts receivable | 2,320 | ||||
Prepaid expenses and other assets | 68 | ||||
Intangible assets | 48,684 | ||||
Property and equipment | 257 | ||||
Goodwill | 40,789 | ||||
Accounts payable and accrued expenses | (6,303) | ||||
Net deferred tax liability | (19,966) | ||||
Total purchase price plus cash acquired | 68,415 | ||||
Cash acquired | (2,566) | ||||
Net cash paid | 65,849 | ||||
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 | ||||
Customer and vendor relationships | LABite | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 46,513 | 46,513 | |||
Customer and vendor relationships | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 44,259 | ||||
Developed technology | LABite | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 1,731 | 1,731 | |||
Developed technology | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 4,676 | ||||
Trademarks | LABite | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 440 | $ 440 | |||
Trademarks | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 529 |
Pro forma Summary of Operation
Pro forma Summary of Operation (Detail) - Dining In, Restaurants on the Run, Delivered Dish and LABite - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 123,461 | $ 92,826 | $ 364,834 | $ 286,395 |
Net income | $ 13,334 | $ 6,680 | $ 34,897 | $ 28,170 |
Net income per share attributable to common shareholders: | ||||
Basic | $ 0.16 | $ 0.08 | $ 0.41 | $ 0.34 |
Diluted | $ 0.15 | $ 0.08 | $ 0.41 | $ 0.33 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Income tax expense (benefit) | $ 7,585 | $ 4,801 | $ 24,690 | $ 19,501 |
Dining In, Restaurants on the Run, Delivered Dish and LABite | Pro Forma | ||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Depreciation and amortization | 914 | 1,364 | 3,296 | |
Transaction costs | (256) | (107) | (1,729) | (807) |
Income tax expense (benefit) | $ 105 | $ (344) | $ 151 | $ (1,061) |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 154,614 | $ 164,192 |
Unrealized Gains | 4 | 17 |
Unrealized Losses | (241) | (146) |
Estimated Fair Value | 154,377 | 164,063 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 35,871 | 22,744 |
Unrealized Losses | (21) | (5) |
Estimated Fair Value | 35,850 | 22,739 |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 100,652 | 90,949 |
Unrealized Losses | (219) | (102) |
Estimated Fair Value | 100,433 | 90,847 |
Corporate Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 18,091 | 41,503 |
Unrealized Gains | 4 | 9 |
Unrealized Losses | (1) | (39) |
Estimated Fair Value | $ 18,094 | 41,473 |
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 | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 141,165 | $ 145,538 |
Unrealized Loss, Less Than 12 Months | (241) | (146) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 141,165 | 145,538 |
Unrealized Loss, Total | (241) | (146) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 136,283 | 113,586 |
Unrealized Loss, Less Than 12 Months | (240) | (107) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 136,283 | 113,586 |
Unrealized Loss, Total | (240) | (107) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 4,882 | 31,952 |
Unrealized Loss, Less Than 12 Months | (1) | (39) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 4,882 | 31,952 |
Unrealized Loss, Total | $ (1) | $ (39) |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | ||||
Other-than-temporary impairment losses related to marketable securities | $ 0 | $ 0 | $ 0 | $ 0 |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 294,610 | $ 246,586 |
Amortizable intangible assets, Accumulated Amortization | (65,855) | (50,695) |
Amortizable intangible assets, Net Carrying Value | 228,755 | 195,891 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 384,286 | 336,262 |
Total acquired intangible assets, Net Carrying Value | 318,431 | 285,567 |
Developed technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 10,640 | 9,819 |
Amortizable intangible assets, Accumulated Amortization | (9,097) | (6,288) |
Amortizable intangible assets, Net Carrying Value | 1,543 | 3,531 |
Customer and vendor relationships, databases | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 282,751 | 236,238 |
Amortizable intangible assets, Accumulated Amortization | (56,242) | (44,192) |
Amortizable intangible assets, Net Carrying Value | 226,509 | 192,046 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 969 | 529 |
Amortizable intangible assets, Accumulated Amortization | (474) | (215) |
Amortizable intangible assets, Net Carrying Value | 495 | $ 314 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 250 | |
Amortizable intangible assets, Accumulated Amortization | (42) | |
Amortizable intangible assets, Net Carrying Value | $ 208 |
Goodwill and Acquired Intangi38
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | May 05, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount of intangible assets | $ 294,610 | $ 294,610 | $ 246,586 | ||||
Intangible assets amortization expense | 5,400 | $ 4,700 | 16,100 | $ 13,500 | |||
LABite | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Acquired other intangible assets | 48,684 | 48,684 | |||||
Developed technology | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount of intangible assets | 10,640 | 10,640 | $ 9,819 | ||||
Developed technology | LABite | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Acquired other intangible assets | $ 1,731 | $ 1,731 | $ 1,731 | ||||
Developed technology | Fully amortized assets | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount of intangible assets | $ 900 |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 396,220 |
Goodwill, Acquisition | 40,789 |
Goodwill, Ending Balance | 437,009 |
Net Book Value, Beginning Balance | 396,220 |
Net Book Value, Acquisition | 40,789 |
Net Book Value, Ending Balance | $ 437,009 |
Components of Acquired Intang40
Components of Acquired Intangibles Assets Added During the Period (Detail) - LABite - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | May 05, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 48,684 | |
Customer and vendor relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 46,513 | $ 46,513 |
Weighted-Average Amortization Period | 20 years | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 1,731 | 1,731 |
Weighted-Average Amortization Period | 1 year | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 440 | $ 440 |
Weighted-Average Amortization Period | 2 years |
Estimated Future Amortization o
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
The remainder of 2016 | $ 5,023 | |
2,017 | 18,021 | |
2,018 | 16,937 | |
2,019 | 15,389 | |
2,020 | 14,987 | |
Thereafter | 158,398 | |
Amortizable intangible assets, Net Carrying Value | $ 228,755 | $ 195,891 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 63,048 | $ 30,267 |
Accumulated amortization and depreciation | (19,650) | (11,185) |
Property and equipment, net | 43,398 | 19,082 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 15,466 | 10,080 |
Delivery equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,904 | 555 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 4,776 | 2,092 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 21,758 | 11,129 |
Purchased Software And Digital Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,050 | 361 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 15,547 | $ 6,050 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 2,547 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 9,089 | $ 6,299 | $ 25,282 | $ 21,377 |
Capitalized developed software costs | 4,100 | 2,000 | 10,800 | 5,500 |
Accelerated depreciation and amortization expense | 1,900 | |||
Property And Equipment Excluding Developed Software | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | 2,300 | 1,100 | 5,600 | 4,500 |
Developed software | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,400 | $ 500 | $ 3,600 | $ 3,400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2016USD ($) |
Maximum | Merger Income Tax Consequences | |
Loss Contingencies [Line Items] | |
Indemnification related to business combination | $ 15 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Credit Agreement - USD ($) | Apr. 29, 2016 | Sep. 30, 2016 |
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, maximum borrowing capacity | $ 185,000,000 | |
Secured revolving credit facility, expiration date | Apr. 28, 2021 | |
Secured revolving credit facility, outstanding amount | $ 0 | |
Secured revolving credit facility, borrowings interest rate description | Borrowings bear interest, at the Company’s option, based on LIBOR or an alternate a base rate plus a margin. | |
Secured revolving credit facility, origination fee | $ 1,500,000 | |
Maximum | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, additional borrowing capacity | $ 30,000,000 | |
Secured revolving credit facility, commitment fee on undrawn portion available | 0.30% | |
Maximum | LIBOR | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, variable rate | 2.00% | |
Maximum | Base Rate | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, variable rate | 1.00% | |
Minimum | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, commitment fee on undrawn portion available | 0.20% | |
Minimum | LIBOR | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, variable rate | 1.25% | |
Minimum | Base Rate | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, variable rate | 0.25% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 5,400,000 | $ 3,100,000 | $ 17,755,000 | $ 9,378,000 | |
Excess tax benefit related to stock-based compensation, decrease in operating activities | (22,114,000) | (21,987,000) | |||
Excess tax benefits related to stock-based compensation | 22,114,000 | $ 21,987,000 | |||
Total unrecognized stock-based compensation expense | 52,900,000 | $ 52,900,000 | |||
Unrecognized compensation expense recognition period | 3 years 1 month 6 days | ||||
Options, Granted | 131,816 | 1,496,861 | |||
Aggregate intrinsic value of awards exercised | 13,800,000 | 4,600,000 | $ 26,900,000 | $ 82,600,000 | |
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | 2,500,000 | 2,300,000 | $ 9,500,000 | 7,800,000 | |
Unrecognized compensation expense recognition period | 2 years 7 months 6 days | ||||
Unrecognized stock-based compensation expense | 19,500,000 | $ 19,500,000 | |||
Restricted Stock Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | 0 | 600,000 | 1,700,000 | 1,300,000 | |
Fair value of awards vested during the period | 1,700,000 | ||||
Unrecognized compensation expense related to share based awards other than options | $ 0 | $ 0 | |||
Non-vested restricted stock units or awards | 0 | 0 | 67,744 | ||
Weighted average grant date fair value | $ 0 | $ 0 | $ 42.01 | ||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 2,900,000 | 200,000 | $ 6,600,000 | 300,000 | |
Unrecognized compensation expense recognition period | 3 years 3 months 18 days | ||||
Fair value of awards vested during the period | 700,000 | $ 1,500,000 | |||
Unrecognized compensation expense related to share based awards other than options | $ 33,400,000 | $ 33,400,000 | |||
Non-vested restricted stock units or awards | 1,609,607 | 1,609,607 | 888,483 | ||
Weighted average grant date fair value | $ 27.91 | $ 27.91 | $ 27.85 | ||
Website and software development cost | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation capitalized as website and software development cost | $ 600,000 | $ 100,000 | $ 1,400,000 | $ 300,000 |
Assumptions Used to Determine F
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average fair value options granted | $ 10.74 | $ 16.48 |
Average risk-free interest rate | 1.41% | 1.46% |
Expected stock price volatilities | 50.30% | 47.00% |
Dividend yield | 0.00% | 0.00% |
Expected stock option life (years) | 5 years 9 months 11 days | 6 years 22 days |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Options | |||
Options, Beginning Balance | 5,078,297 | ||
Options, Granted | 131,816 | 1,496,861 | |
Options, Forfeited | (795,391) | ||
Options, Exercised | (1,227,543) | ||
Options, Ending Balance | 3,187,179 | 5,078,297 | |
Options, Vested and expected to vest | 2,675,453 | ||
Options, Exercisable | 1,069,786 | ||
Weighted Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning Balance | $ 19.66 | ||
Weighted-Average Exercise Price, Granted | 22.54 | ||
Weighted-Average Exercise Price, Forfeited | 26.39 | ||
Weighted-Average Exercise Price, Exercised | 9.63 | ||
Weighted-Average Exercise Price, Ending Balance | 21.96 | $ 19.66 | |
Weighted-Average Exercise Price, Vested and expected to vest | 21.11 | ||
Weighted-Average Exercise Price, Exercisable | $ 16.61 | ||
Aggregate Intrinsic Value/Weighted Average Exercise Term | |||
Aggregate Intrinsic Value | $ 67,059 | $ 41,107 | |
Aggregate Intrinsic Value, Vested and expected to vest | 58,572 | ||
Aggregate Intrinsic Value, Exercisable | $ 28,246 | ||
Weighted-Average Exercise Term, Outstanding Balance | 7 years 10 months 6 days | 8 years 2 months 16 days | |
Weighted-Average Exercise Term, Vested and expected to vest | 7 years 10 months 6 days | ||
Weighted-Average Exercise Term, Exercisable | 6 years 9 months 15 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Units and Restricted Stock Awards (Detail) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 888,483 |
Shares, Granted | shares | 952,239 |
Shares, Forfeited | shares | (178,305) |
Shares, Vested | shares | (52,810) |
Shares, Ending Balance | shares | 1,609,607 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 27.85 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 28.35 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 27.19 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 37.32 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 27.91 |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 67,744 |
Shares, Granted | shares | 0 |
Shares, Forfeited | shares | 0 |
Shares, Vested | shares | (67,744) |
Shares, Ending Balance | shares | 0 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 42.01 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 42.01 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income tax examination description | As of September 30, 2016, the Company is under routine examination by the New York State Department of Taxation and Finance for the 2013, 2014 and 2015 income tax years. The Company does not believe, but cannot predict with certainty whether, there will be any additional tax liabilities, penalties and/or interest as a result of the audit. During the nine months ended September 30, 2016, the Illinois Department of Revenue completed an audit of the Company’s corporate income tax returns for the tax years ended December 31, 2013 and 2012 and proposed no changes. Therefore, the Company does not expect any additional tax liabilities, penalties and/or interest as a result of the audit. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Jan. 22, 2016 | Dec. 31, 2015 | |
Class Of Stock [Line Items] | |||
Number of votes per share | one vote per share | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 85,490,296 | 84,979,869 | |
Common stock, shares outstanding | 85,490,296 | 84,979,869 | |
Treasury stock, shares | 0 | 0 | |
Common stock repurchased and retired | $ 14,774,000 | ||
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 | |||
Class Of Stock [Line Items] | |||
Stock repurchase program, announced date | Jan. 25, 2016 | ||
Common stock repurchased and retired, Shares | 724,473 | ||
Common stock repurchased and retired, Average Price Paid per Share | $ 20.37 | ||
Common stock repurchased and retired | $ 14,774,000 | ||
Maximum | Common stock | |||
Class Of Stock [Line Items] | |||
Authorized to repurchase of common stock | $ 100,000,000 |
Equity and Changes in Equity Du
Equity and Changes in Equity During Period (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||||||
Balance at beginning of period | $ 877,596 | |||||
Net income | $ 13,182 | $ 6,867 | 35,920 | $ 26,789 | ||
Currency translation | (245) | $ (266) | (1,037) | $ (163) | ||
Stock-based compensation | 19,175 | |||||
Repurchases of common stock | (14,774) | |||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (1,205) | |||||
Tax benefit related to stock-based compensation | 22,114 | $ 27,800 | $ 13,000 | |||
Stock option exercises, net of withholdings and other | 11,814 | |||||
Balance at end of period | $ 949,603 | $ 949,603 | $ 877,596 |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | ||||
Net income attributable to common stockholders | $ 13,182 | $ 6,867 | $ 35,920 | $ 26,789 |
Basic EPS, Shares | ||||
Weighted average number of shares outstanding, basic | 85,217 | 84,583 | 84,889 | 83,827 |
Diluted EPS, shares | ||||
Weighted average number of shares outstanding, diluted | 86,424 | 85,867 | 85,957 | 85,599 |
Basic EPS, per share amount | ||||
Net income attributable to common stockholders, per share amount | $ 0.15 | $ 0.08 | $ 0.42 | $ 0.32 |
Diluted EPS, per share amount | ||||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 0.15 | $ 0.08 | $ 0.42 | $ 0.31 |
Stock Options | ||||
Effect of Dilutive Securities, shares | ||||
Stock options, Restricted stock units and restricted stock awards, shares | 776 | 1,267 | 837 | 1,761 |
Restricted Stock Units and Restricted Stock Awards | ||||
Effect of Dilutive Securities, shares | ||||
Stock options, Restricted stock units and restricted stock awards, shares | 431 | 17 | 231 | 11 |
Earnings Per Share Attributab54
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016shares | |
Common stock | |
Class Of Stock [Line Items] | |
Common stock repurchased and retired, Shares | 724,473 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Options | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 916,154 | 1,725,267 | 916,154 | 1,517,215 |
Restricted Stock Units | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 178,551 | 88,063 | 178,551 |
Schedule of Fair Value Assets M
Schedule of Fair Value Assets Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - Level 2 - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 154,924 | $ 165,146 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 547 | 1,083 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 136,283 | 113,586 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 18,094 | 41,473 |
U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 9,004 |