Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GRUB | ||
Entity Registrant Name | GRUBHUB INC. | ||
Entity Central Index Key | 1,594,109 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 85,903,320 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 2,233,206,117 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenues | $ 493,331 | $ 361,825 | $ 253,873 |
Costs and expenses: | |||
Sales and marketing | 110,323 | 91,150 | 66,201 |
Operations and support | 171,756 | 107,424 | 62,509 |
Technology (exclusive of amortization) | 42,454 | 32,782 | 25,185 |
General and administrative | 49,753 | 40,506 | 32,307 |
Depreciation and amortization | 35,193 | 28,034 | 22,687 |
Total costs and expenses | 409,479 | 299,896 | 208,889 |
Income before provision for income taxes | 83,852 | 61,929 | 44,984 |
Provision for income taxes | 34,295 | 23,852 | 20,721 |
Net income | 49,557 | 38,077 | 24,263 |
Preferred stock tax distributions | (320) | ||
Net income attributable to common stockholders | $ 49,557 | $ 38,077 | $ 23,943 |
Net income per share attributable to common stockholders: | |||
Basic | $ 0.58 | $ 0.45 | $ 0.33 |
Diluted | $ 0.58 | $ 0.44 | $ 0.30 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | |||
Basic | 85,069 | 84,076 | 73,571 |
Diluted | 86,135 | 85,706 | 81,698 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 49,557 | $ 38,077 | $ 24,263 |
OTHER COMPREHENSIVE LOSS | |||
Foreign currency translation adjustments | (1,474) | (342) | (394) |
COMPREHENSIVE INCOME | $ 48,083 | $ 37,735 | $ 23,869 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 239,528 | $ 169,293 |
Short term investments | 84,091 | 141,448 |
Accounts receivable, less allowances for doubtful accounts | 60,550 | 42,051 |
Prepaid expenses | 12,168 | 3,482 |
Total current assets | 396,337 | 356,274 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 46,555 | 19,082 |
OTHER ASSETS: | ||
Other assets | 4,530 | 3,105 |
Goodwill | 436,455 | 396,220 |
Acquired intangible assets, net of amortization | 313,630 | 285,567 |
Total other assets | 754,615 | 684,892 |
TOTAL ASSETS | 1,197,507 | 1,060,248 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 83,349 | 64,326 |
Accounts payable | 7,590 | 8,189 |
Accrued payroll | 7,338 | 4,841 |
Taxes payable | 865 | 426 |
Other accruals | 11,348 | 11,830 |
Total current liabilities | 110,490 | 89,612 |
LONG TERM LIABILITIES: | ||
Deferred taxes, non-current | 108,022 | 87,584 |
Other accruals | 6,876 | 5,456 |
Total long term liabilities | 114,898 | 93,040 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Series A Convertible Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of December 31, 2016 and December 31, 2015; issued and outstanding: no shares as of December 31, 2016 and December 31, 2015. | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at December 31, 2016 and December 31, 2015; issued and outstanding: 85,692,333 and 84,979,869 shares as of December 31, 2016 and December 31, 2015, respectively | 9 | 8 |
Accumulated other comprehensive loss | (2,078) | (604) |
Additional paid-in capital | 805,731 | 759,292 |
Retained earnings | 168,457 | 118,900 |
Total Stockholders’ Equity | 972,119 | 877,596 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,197,507 | $ 1,060,248 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 85,692,333 | 84,979,869 |
Common stock, shares outstanding | 85,692,333 | 84,979,869 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 49,557 | $ 38,077 | $ 24,263 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Depreciation | 8,921 | 5,085 | 5,032 |
Provision for doubtful accounts | 1,102 | 850 | 426 |
Deferred taxes | 1,027 | (3,835) | 4,612 |
Amortization of intangible assets | 26,272 | 22,949 | 17,655 |
Stock-based compensation | 23,559 | 13,450 | 9,393 |
Deferred rent | 1,286 | 32 | (17) |
Other | (406) | 529 | 167 |
Change in assets and liabilities, net of the effects of business acquisitions: | |||
Accounts receivable | (17,488) | (4,343) | (7,394) |
Prepaid expenses and other assets | (8,765) | 242 | (1,669) |
Restaurant food liability | 16,451 | (29,409) | 13,414 |
Accounts payable | (3,204) | 3,312 | (259) |
Accrued payroll | 1,819 | (2,104) | 4,243 |
Other accruals | (2,453) | (80) | 3,038 |
Net cash provided by operating activities | 97,678 | 44,755 | 72,904 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of investments | (226,694) | (220,667) | (113,156) |
Proceeds from maturity of investments | 284,662 | 189,872 | 1,500 |
Capitalized website and development costs | (12,809) | (7,137) | (3,431) |
Purchases of property and equipment | (24,087) | (4,150) | (3,653) |
Acquisitions of businesses, net of cash acquired | (65,849) | (73,907) | |
Acquisition of other intangible assets | (250) | ||
Other cash flows from investing activities | (492) | (408) | |
Net cash used in investing activities | (45,519) | (116,397) | (118,740) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net proceeds from the issuance of common stock | 142,541 | ||
Repurchases of common stock | (14,774) | (116) | |
Proceeds from exercise of stock options | 13,468 | 11,919 | 8,322 |
Excess tax benefits related to stock-based compensation | 24,906 | 27,830 | 12,975 |
Taxes paid related to net settlement of stock-based compensation awards | (2,779) | (345) | (2,070) |
Payments for debt issuance costs | (1,477) | ||
Preferred stock tax distributions | (320) | ||
Net cash provided by financing activities | 19,344 | 39,404 | 161,332 |
Net change in cash and cash equivalents | 71,503 | (32,238) | 115,496 |
Effect of exchange rates on cash | (1,268) | (265) | (242) |
Cash and cash equivalents at beginning of year | 169,293 | 201,796 | 86,542 |
Cash and cash equivalents at end of the period | 239,528 | 169,293 | 201,796 |
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS | |||
Fair value of common stock issued for acquisitions | 15,980 | ||
Cash paid for income taxes | 8,722 | 1,326 | |
Capitalized property, equipment and website and development costs in accounts payable at period end | $ 2,583 | 927 | |
Cashless exercise of stock options | 1,054 | ||
Settlement of receivable through cashless acquisition of treasury shares in connection with the net settlement of stock-based awards | $ (345) | $ (3,123) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Redeemable Common Stock - USD ($) $ in Thousands | Total | Common stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Redeemable Common Stock |
Balance, beginning (in shares) at Dec. 31, 2013 | 53,757,437 | 19,284,113 | |||||
Balance, beginning at Dec. 31, 2013 | $ 557,375 | $ 5 | $ 2 | $ 500,356 | $ 132 | $ 56,880 | |
Balance, beginning, redeemable stock at Dec. 31, 2013 | $ 18,415 | ||||||
Balance, beginning, redeemable stock (in shares) at Dec. 31, 2013 | 1,344,236 | ||||||
Net income | 24,263 | 24,263 | |||||
Currency translation | (394) | (394) | |||||
Termination of put rights of redeemable common stock, in connection with the IPO | 34,950 | 34,950 | $ (34,950) | ||||
Termination of put rights of redeemable common stock in connection with the IPO (in shares) | 1,344,236 | (1,344,236) | |||||
Conversion of preferred stock upon IPO | $ 2 | $ (2) | |||||
Conversion of preferred stock upon IPO (in shares) | 19,284,113 | (19,284,113) | |||||
Issuance of common stock, net of issuance costs | 142,541 | $ 1 | 142,540 | ||||
Issuance of common stock, net of issuance costs (in shares) | 5,250,000 | ||||||
Change in fair value of redeemable common stock | (16,535) | (16,535) | $ 16,535 | ||||
Stock-based compensation | 9,530 | 9,530 | |||||
Tax benefit related to stock-based compensation | 12,975 | 12,975 | |||||
Stock option exercises, net of withholdings and other | 9,376 | 9,376 | |||||
Stock option exercises, net of withholdings and other (in shares) | 2,416,651 | ||||||
Preferred stock tax distributions | (320) | (320) | |||||
Common stock repurchases and retirements | (3,239) | (3,239) | |||||
Common stock repurchases and retirements (in shares) | (147,112) | ||||||
Balance, ending (in shares) at Dec. 31, 2014 | 81,905,325 | ||||||
Balance, ending at Dec. 31, 2014 | 770,522 | $ 8 | 689,953 | (262) | 80,823 | ||
Net income | 38,077 | 38,077 | |||||
Currency translation | (342) | (342) | |||||
Stock-based compensation | 13,955 | 13,955 | |||||
Tax benefit related to stock-based compensation | 27,830 | 27,830 | |||||
Stock option exercises, net of withholdings and other | 11,919 | 11,919 | |||||
Stock option exercises, net of withholdings and other (in shares) | 2,578,398 | ||||||
Issuance of restricted stock awards (in shares) | 101,616 | ||||||
Issuance of common stock, acquisitions | 15,980 | 15,980 | |||||
Issuance of common stock, acquisitions (in shares) | 407,812 | ||||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (345) | (345) | |||||
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares) | (13,282) | ||||||
Balance, ending (in shares) at Dec. 31, 2015 | 84,979,869 | ||||||
Balance, ending at Dec. 31, 2015 | 877,596 | $ 8 | 759,292 | (604) | 118,900 | ||
Net income | 49,557 | 49,557 | |||||
Currency translation | (1,474) | (1,474) | |||||
Stock-based compensation | 25,619 | 25,619 | |||||
Tax benefit related to stock-based compensation | $ 24,906 | 24,906 | |||||
Stock option exercises, net of withholdings and other (in shares) | 1,357,707 | ||||||
Stock option exercises and vesting of restricted stock units, net of withholdings and other | $ 13,468 | $ 1 | 13,467 | ||||
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares) | 1,523,952 | ||||||
Repurchases of common stock | (14,774) | (14,774) | |||||
Repurchases of common stock (shares) | (724,473) | ||||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (2,779) | (2,779) | |||||
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares) | (87,015) | ||||||
Balance, ending (in shares) at Dec. 31, 2016 | 85,692,333 | ||||||
Balance, ending at Dec. 31, 2016 | $ 972,119 | $ 9 | $ 805,731 | $ (2,078) | $ 168,457 |
Organization
Organization | 12 Months Ended |
Dec. 31, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated statements of operations include the results of entities acquired from the dates of the acquisitions for accounting purposes. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with finite lives and other long-lived assets and stock-based compensation. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the Company’s consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and that are so near their maturity that they present minimal risk of changes in value because of changes in interest rates. The Company’s cash equivalents include only investments with original maturities of three months or less. The Company regularly maintains cash in excess of federally insured limits at financial institutions. Marketable Securities Marketable securities consist primarily of commercial paper and investment grade U.S. and non-U.S.-issued corporate and U.S. government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Marketable securities with original maturities of three months or less are included in cash and cash equivalents and marketable securities with original maturities greater than three months, but less than one year, are included in short term investments on the consolidated balance sheets. The Company determines the classification of its marketable securities as available-for-sale or held-to-maturity at the time of purchase and reassesses these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the intent to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. The amortized cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity, which is recognized as interest income within general and administrative expense in the consolidated statements of operations. Interest income is recognized when earned. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of foreign currency translation adjustments. The financial statements of the Company’s U.K. subsidiary are translated from their functional currency into U.S. dollars. Assets and liabilities are translated at period end rates of exchange, and revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive loss on the consolidated balance sheets. Property and Equipment, Net Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Estimated Useful Life Computer equipment 2-3 years Furniture and fixtures 5 years Developed software 1-3 years Purchased software and digital assets 3-5 years Leasehold improvements Shorter of expected useful life or lease term Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, the Company records a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. Accounts Receivable, Net Accounts receivable primarily represent the net cash due from the Company’s payment processor for cleared transactions and amounts owed from corporate customers. The carrying amount of the Company’s receivables is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. These uncollected amounts are generally not recovered from the restaurants. The allowance is recorded through a charge to bad debt expense which is recognized within general and administrative expense in the consolidated statements of operations. The allowance is based on historical loss experience and any specific risks, current or forecasted, identified in collection matters. Management provides for probable uncollectible amounts through a charge against bad debt expense and a credit to an allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off against the allowance. The Company does not charge interest on trade receivables. The Company incurs expenses for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a diner’s card is authorized but fails to process, and for other unpaid credit card receivables. The majority of the Company’s chargeback expense is recorded directly to general and administrative expense in the consolidated statements of operations as the charges are incurred; however, a portion of the allowance for doubtful accounts includes a reserve for estimated chargebacks on the net cash due from the Company’s payment processors as of the end of the period. Changes in the Company’s allowance for doubtful accounts for the periods presented were as follows: Year Ended December 31, 2016 2015 Balance at beginning of period $ 959 $ 723 Additions to expense 1,102 850 Writeoffs, net of recoveries and other adjustments (832 ) (614 ) Balance at end of period $ 1,229 $ 959 Advertising Costs Advertising costs are generally expensed as incurred in connection with the requisite service period. Certain advertising production costs are capitalized and expensed when the advertisement first takes place. For the years ended December 31, 2016, 2015 and 2014, expenses attributable to advertising totaled approximately $75.5 million, $64.4 million and $45.9 million, respectively. Advertising costs are recorded in sales and marketing expense on the Company’s consolidated statements of operations. Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units and restricted stock awards, at fair value on the date of grant and recognizes compensation expense over the service period on a straight-line basis for awards expected to vest. The Company uses the Black-Scholes option-pricing model to determine the fair value for stock options. In valuing the Company’s options, the Company makes assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives, including estimated forfeiture rates. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Expected dividend yield is based on the Company’s historical dividend payments, which have been zero to date. As the Company did not have public trading history for its common shares until April of 2014, the expected volatility for the Company’s common stock is estimated using a combination of the published historical and implied volatilities of industry peers representing the verticals in which the Company operates and the historical volatility of the Company’s own common stock. The Company estimates the weighted-average expected life of the options as the average of the vesting option schedule and the term of the award, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time stock-based awards have been exercisable. The term of the award is estimated using the simplified method. Forfeiture rates are estimated using historical actual forfeiture trends as well as the Company’s judgment of future forfeitures. These rates are evaluated quarterly and any change in compensation expense is recognized in the period of the change. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. The Company considers many factors when estimating expected forfeitures, including the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management’s current estimates. The Company will continue to estimate forfeitures as described above in accordance with the policy alternatives available under Accounting Standards Update No. 2016-09, effective in the first quarter of 2017. The Company has elected to use the with-and-without method in determining the order in which tax attributes are utilized. As a result, the Company has only recognized a tax benefit for stock-based awards in additional paid-in capital if an incremental tax benefit was realized after all other tax attributes available to the Company have been utilized. See Note 9, “Stock-Based Compensation” for further discussion. Beginning in the first quarter of 2017, the Company will recognize tax benefits and deficiencies for stock-based awards in the income statement. See “ Recently Issued Accounting Pronouncements” below for further discussion. Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in a given year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of operations. See Note 10, “ Income Taxes Intangible Assets Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and are reviewed for impairment. The Company evaluates intangible assets with finite and indefinite useful lives and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The amount of impairment to be recognized for finite and indefinite-lived intangible assets and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended December 31, 2016, 2015 or 2014. Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over the estimated useful life of the application. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in depreciation and amortization in the consolidated statements of operations. The Company capitalized $15.6 million, $8.0 million and $3.6 million of website development costs during the years ended December 31, 2016, 2015 and 2014, respectively. Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Absent any special circumstances that could require an interim test, the Company has elected to test for goodwill impairment at September 30 of each year. The Company tests for impairment using a two-step process. The first step of the goodwill impairment test identifies if there is potential goodwill impairment. If step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any, by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The Company determined there was no goodwill impairment during the years ended December 31, 2016, 2015 and 2014. Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. See Note 14, “Fair Value Measurement,” Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. For the years ended December 31, 2016, 2015 and 2014, the Company had no customers which accounted for more than 1% of revenue or 10% of accounts receivable. Revenue Recognition In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. The Company considers persuasive evidence of an arrangement to be a signed agreement, a binding contract with the restaurant or other similar documentation reflecting the terms and conditions under which products or services will be provided. The Company generates revenues primarily when diners place an order on the platform through its mobile applications, its websites, third-party websites that incorporate API or one of the Company’s listed phone numbers. Restaurants pay a commission, typically a percentage of the transaction, on orders that are processed through the platform. Most of the restaurants on the Company’s platform can choose their level of commission rate, at or above a base rate. A restaurant can choose to pay a higher rate which affects its prominence and exposure to diners on the platform. Additionally, restaurants that use the Company’s delivery services pay an additional commission for the use of those services. As an agent of the merchant in the transaction, the Company recognizes as revenues only the commissions from the transaction, which are a percentage of the total Gross Food Sales for such transaction. The Company periodically provides incentive offers to restaurants and diners to use the platform. These promotions are generally cash credits to be applied against purchases. These incentive offers are recorded as reductions in revenues, generally on the date the corresponding revenue is recorded. The Company also accepts payment for orders via gift cards offered on its platform. If a gift card that is not subject to unclaimed property laws is not redeemed, the Company recognizes revenue when the gift card expires or when the likelihood of its redemption becomes remote. Revenues from online and phone delivery orders are recognized when these orders are placed at the restaurants. The amount of revenue recorded by the Company is based on the arrangement with the related restaurant, and is adjusted for any cash credits, including incentive offers provided to restaurants and diners, related to the transaction. The Company also recognizes as revenue any fees charged to the diner for delivery services provided by the Company. Although the Company will process the entire amount of the transaction with the diner, it will record revenue on a net basis because the Company is acting as an agent of the merchant in the transaction. The Company will record an amount representing the restaurant food liability for the net balance due the restaurant. Costs incurred for processing the transactions and providing delivery services are included in operations and support in the consolidated statements of operations. Deferred Rent For the Company’s operating leases, the Company recognizes rent expenses on a straight-line basis over the terms of the leases. Accordingly, the Company records the difference between cash rent payments and the recognition of rent expenses as a deferred rent liability in the consolidated balance sheets. The Company has landlord-funded leasehold improvements that are recorded as tenant allowances which are being amortized as a reduction of rent expense over the noncancelable terms of the operating leases. Segments The Company has one reportable segment, which has been identified based on how the chief operating decision maker manages the business, makes operating decisions and evaluates operating performance. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. Under the amendment, an entity should recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has elected to early adopt ASU 2017-04 beginning in the first quarter of 2017 and will apply the standard prospectively. The adoption of ASU 2017-04 may reduce the cost and complexity of evaluating goodwill for impairment, but is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The Company has elected to adopt ASU 2017-01 early. ASU 2017-01 will be effective for transactions beginning in the first quarter of 2017 and will be applied prospectively. The adoption of ASU 2017-01 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In August 2016, 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. In addition, in November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flow . ASU 2016-15 and ASU 2016-18 are effective for the Company beginning in first quarter of 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 and ASU 2016-18 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 years ended December 31, 2016, 2015 and 2014, the Company recorded $24.9 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. Upon the adoption of ASU 2016-09, the Company will record state net operating losses, including excess tax benefits, of $4.5 million to retained earnings on the consolidated balance sheets as of January 1, 2017. In February 2016, the FASB issued Accounting Standards Update No. 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 Accounting Standards Update 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 No. 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. In December 2016, the FASB issued Account Standards Update No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”), which contains additional technical corrections and improvements to the revenue standard but doesn’t change any of the principles in the new revenue guidance. ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 will be effective for the Company in the first quarter of 2018. . Based on the Company’s initial assessment, the adoption of these ASUs is expected to have an immaterial impact on the timing of recognition of certain revenues and result in the deferral of certain incremental costs of obtaining a contract. Management does not expect the impact the adoption of these ASUs to have a material impact on the |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 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 December 31, 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 $40.2 million of goodwill related to the acquisition, $5.0 million is expected to be deductible for income tax purposes. The Company incurred certain expenses directly and indirectly related to acquisitions for the year ended December 31, 2016 of $2.0 million, . 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 final 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 40,235 Trademarks 440 Accounts payable and accrued expenses (6,303 ) Net deferred tax liability (19,412 ) 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”), 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. During the year ended December 31, 2015, the Company incurred certain expenses directly and indirectly related to acquisitions of $1.1 million, which were recognized in general and administrative expenses within the consolidated statements of operations. The assets acquired and liabilities assumed of DiningIn, Restaurants on the Run and Delivered Dish were recorded at their estimated fair values as of the closing dates of February 4, 2015, February 27, 2015 and December 4, 2015, respectively. The following table summarizes the final purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the DiningIn, Restaurants on the Run and Delivered Dish acquisitions: (in thousands) Cash and cash equivalents $ 698 Accounts receivable 2,331 Prepaid expenses and other assets 325 Customer and vendor relationships 44,259 Property and equipment 161 Developed technology 4,676 Goodwill 43,432 Trademarks 529 Accounts payable and accrued expenses (5,826 ) Total purchase price plus cash acquired 90,585 Cash acquired (698 ) Fair value of common stock issued (15,980 ) Net cash paid $ 73,907 2014 Acquisitions There were no acquisitions during the year ended December 31, 2014. 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. Pro Forma The following unaudited pro forma information presents a summary of the operating results of the Company for the years ended December 31, 2016 2015 Year Ended December 31, 2016 2015 (in thousands, except per share data) Revenues $ 502,290 $ 393,144 Net income 48,675 38,995 Net income per share attributable to common shareholders: Basic $ 0.57 $ 0.46 Diluted $ 0.57 $ 0.45 The pro forma adjustments reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred and pro forma tax adjustments for the years ended December 31, 2016 2015 Year Ended December 31, 2016 2015 (in thousands) Depreciation and amortization $ 1,364 $ 4,115 Transaction costs (1,978 ) (1,055 ) Income tax expense (benefit) 257 (1,316 ) The unaudited pro forma revenues and net income are not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the acquisitions been completed as of the beginning of the |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 2015 were as follows: December 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 59,175 $ 2 $ (28 ) $ 59,149 Corporate bonds 5,000 1 — 5,001 U. S. government agency bonds 5,500 — — 5,500 Short term investments Commercial paper 73,002 — (214 ) 72,788 Corporate bonds 11,089 4 (5 ) 11,088 Total $ 153,766 $ 7 $ (247 ) $ 153,526 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 December 31, 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 December 31, 2016 and 2015 were as follows: December 31, 2016 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 130,938 $ (242 ) $ — $ — $ 130,938 $ (242 ) Corporate bonds 6,556 (5 ) — — 6,556 (5 ) Total $ 137,494 $ (247 ) $ — $ — $ 137,494 $ (247 ) December 31, 2015 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss 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 years ended December 31, 2016, 2015 and 2014, 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 14, “ Fair Value Measurement”, |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 10,640 $ (9,575 ) $ 1,065 $ 9,819 $ (6,288 ) $ 3,531 Customer and vendor relationships, databases 282,751 (60,437 ) 222,314 236,238 (44,192 ) 192,046 Trademarks 969 (582 ) 387 529 (215 ) 314 Other 250 (62 ) 188 — — — Total amortizable intangible assets 294,610 (70,656 ) 223,954 246,586 (50,695 ) 195,891 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 384,286 $ (70,656 ) $ 313,630 $ 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 were no longer in use. Amortization expense for acquired intangible assets was $20.9 million, $18.2 million and $14.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 were as follows. Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2014 $ 352,788 $ — $ 352,788 Acquisitions 43,432 — 43,432 Balance as of December 31, 2015 396,220 — 396,220 Acquisitions 40,235 — 40,235 Balance as of December 31, 2016 $ 436,455 $ — $ 436,455 During the year ended December 31, 2016 $48.9 During the year ended December 31, 2015, the Company recorded additions to acquired intangible assets of $49.5 million as a result of the acquisitions of DiningIn, Restaurants on the Run and Delivered Dish. The components of the acquired intangibles assets added during the years ended December 31, 2016 and 2015 were as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Amount Weighted-Average Amortization Period Amount Weighted-Average Amortization Period (in thousands) (years) (in thousands) (years) Customer and vendor relationships $ 46,513 20.0 $ 44,259 18.7 Developed technology 1,731 2.7 4,676 1.5 Trademarks 440 2.0 529 1.8 Other 250 3.0 — Total $ 48,934 $ 49,464 Estimated future amortization expense of acquired intangible assets as of December 31, 2016 was as follows: (in thousands) 2017 $ 17,844 2018 17,336 2019 15,389 2020 14,987 2021 14,987 Thereafter 143,411 Total $ 223,954 As of December 31, 2016, the estimated remaining weighted-average useful life of the Company’s acquired intangibles was 14.7 years. The Company recognizes amortization expense for acquired intangibles on a straight-line basis. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment The components of the Company’s property and equipment as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 (in thousands) Computer equipment $ 17,548 $ 10,080 Delivery equipment — 555 Furniture and fixtures 4,842 2,092 Developed software 26,460 11,129 Purchased software and digital assets 1,360 361 Leasehold improvements 19,038 6,050 Property and equipment 69,248 30,267 Accumulated amortization and depreciation (22,693 ) (11,185 ) Property and equipment, net $ 46,555 $ 19,082 The gross carrying amount and accumulated depreciation of the Company’s delivery equipment as of December 31, 2016 have been adjusted for certain fully depreciated assets and the reclassification of the remaining net book value to prepaid expenses due to accelerated patterns of use and resulting change in the estimated useful life. The gross carrying amount and accumulated amortization and depreciation of the Company’s property and equipment as of December 31, 2015 have been adjusted for certain fully depreciated developed and purchased software and computer equipment assets that were disposed of with the migration of nearly all of the Seamless consumer diner traffic to a new web and mobile platform during the second quarter of 2015 and certain other computer equipment that were fully depreciated and disposed of during the fourth quarter of 2015. During the year ended December 31, 2015, the Company recorded approximately $1.9 million of accelerated depreciation and amortization expense related to these retired assets. The Company recorded depreciation and amortization expense for property and equipment other than developed software for the years ended December 31, 2016, 2015 and 2014 of $8.9 million, $5.7 million and $5.7 million, respectively. The Company capitalized developed software costs of $15.6 million, $8.0 million and $3.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the consolidated statements of operations, for the years ended December 31, 2016, 2015 and 2014 was $5.4 million, $4.1 million and $2.9 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Office Facility Leases The Company has various operating lease agreements for its office facilities which expire at various dates through March 2026. The terms of the lease agreements provide for rental payments on a graduated basis. For its primary operating leases, the Company can, after the initial lease term, renew its leases under right of first offer terms at fair value at the time of renewal for a period of five years. The Company recognizes rent expense on a straight-line basis over the lease term. Rental expense, primarily for leased office space under the operating lease commitments, was $5.6 million, $4.1 million and $3.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Future minimum lease payments under the Company’s operating lease agreements that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2016 were as follows: (in thousands) 2017 $ 5,302 2018 5,652 2019 5,532 2020 5,013 2021 5,084 Thereafter 15,225 Total $ 41,808 The table above does not reflect the Company’s option to exercise early termination rights or the payment of related early termination fees. Legal In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California (the “Court”), Case No. 3:11-cv-1810 (“’1810 action”). In September 2011, Ameranth amended its complaint in the ’1810 action to also allege patent infringement against Seamless North America, LLC. Ameranth alleged that the Grubhub Holdings Inc. and Seamless North America, LLC ordering systems, products and services infringe claims 12 through 15 of U.S. Patent No. 6,384,850 (“’850 patent”) and claims 11 and 15 of U.S. Patent No. 6,871,325 (“’325 patent”). In 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 will not seek review of the PTO decisions on those patents. 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. The consolidated district court case was stayed until January 2017, when Ameranth’s motion to lift the stay and proceed on only the ‘077 patent was granted. The Company believes this case lacks merit and that it has strong defenses to all of the infringement claims. The Company intends to defend the suit vigorously. However, the Company is unable to predict the likelihood of success of Ameranth’s infringement claims and is unable to predict the likelihood of success of its counterclaims. The Company has not recorded an accrual related to this lawsuit as of December 31, 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. Restructuring During the year ended December 31, 2014, the Company recognized total restructuring costs associated with the closing of its Sandy, Utah office of approximately $1.3 million, including lease termination costs of $0.5 million and payroll related expense for the service vesting requirements for identified employees who worked for various periods beyond the communication date. The Company did not incur any restructuring expense related to the Sandy, Utah facility closure during the years ended December 31, 2015 and 2016. |
Debt
Debt | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 2016. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation In May 2015, the Company’s stockholders approved the Grubhub Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”), pursuant to which the Compensation Committee of the Board of Directors may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based and cash-based awards. On May 20, 2015, the Company filed a registration statement on Form S-8 to register up to 14,256,901 shares of common stock reserved for issuance pursuant to awards granted under the 2015 Plan. Effective May 20, 2015, no further grants will be made under the Company’s 2013 Omnibus Incentive Plan (the “2013 Plan”). As of December 31, , there were 8,062,345 shares of common stock authorized and available . The Company has granted stock options, restricted stock units and restricted stock awards under its incentive plans. The Company recognizes compensation expense based on estimated grant date fair values for all stock-based awards issued to employees and directors, including stock options, restricted stock units and restricted stock awards. For all stock options outstanding as of December 31, 2016, the exercise price of the stock options equals the fair value of the stock option on the grant date. The stock options and restricted stock units vest over different lengths of time, but generally over 4 years, and are subject to forfeiture upon termination of employment prior to vesting. The maximum term for stock options issued to employees under the 2015 Plan and the 2013 Plan is 10 years, and they expire 10 years from the date of grant. Compensation expense for stock options, restricted stock units and restricted stock awards is recognized ratably over the vesting period. The rights granted to the recipient of a restricted stock unit generally accrue over the vesting period. Participants holding restricted stock units are not entitled to any ordinary cash dividends paid by the Company with respect to such shares unless otherwise provided by the terms of the award. The Company does not expect to pay any dividends in the foreseeable future. The recipient of a restricted stock award shall have all of the rights of a holder of shares of the Company’s common stock, including the right to receive dividends, if any, the right to vote such shares and, upon the full vesting of the restricted stock awards, the right to tender such shares. The payment of any dividends will be deferred until the restricted stock awards have fully vested. The Company’s restricted stock awards generally vest over 2 years and are subject to forfeiture upon termination of employment prior to vesting unless otherwise provided in the terms of the award agreement. Stock-based Compensation Expense The total stock-based compensation expense related to all stock-based awards was $23.6 million, $13.5 million and $9.4 The Company capitalized stock-based compensation expense as website and software development costs of As of December 31, , $52.3 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 2.7 years. The total unrecognized stock-based compensation expense to be recognized in future periods as of December 31, does not consider the effect of stock-based awards that may be granted in subsequent periods. Stock Options The Company granted 166,272, 2,542,523 and 2,019,413 stock options during the years ended December 31, 2016, 2015 and 2014, respectively. The fair value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected volatilities are based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock due to its limited trading history as there was no active external or internal market for the Company’s common stock prior to the Company’s initial public offering in April 2014 (the “IPO”) . 2016 2015 2014 Weighted-average fair value options granted $ 12.59 $ 14.66 $ 13.87 Average risk-free interest rate 1.41 % 1.65 % 1.97 % Expected stock price volatilities 49.7 % 48.4 % 50.3 % Dividend yield None None None Expected stock option life (years) 5.84 6.07 6.26 Stock option awards as of December 31, 2016 and 2015, and changes during the year ended December 31, 2016, 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 166,272 26.58 Forfeited (894,138 ) 26.48 Exercised (1,357,707 ) 9.92 Outstanding at December 31, 2016 2,992,724 22.43 46,608 7.68 Vested and expected to vest at December 31, 2016 2,598,779 21.78 42,216 7.68 Exercisable at December 31, 2016 1,131,011 $ 17.22 $ 23,517 6.64 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the years ended December 31, 2016, 2015 and 2014 was $30.2 million, $87.6 million and $74.0 million, respectively. The Company recorded compensation expense for stock options of $12.3 million, $9.9 million and $9.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $17.7 million and is expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock Units and Restricted Stock Awards Non-vested restricted stock units and restricted stock awards as of December 31, 2016 and 2015, and changes during the year ended December 31, 2016 were as follows: Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2015 888,483 $ 27.85 67,744 $ 42.01 Granted 1,060,813 29.21 — — Forfeited (266,697 ) 27.55 — — Vested (166,245 ) 31.48 (67,744 ) 42.01 Outstanding at December 31, 2016 1,516,354 $ 28.46 — $ — The fair value of these awards was determined based on the Company’s stock price at the grant date and assumes no expected dividend payments through the vesting period. During the year ended December 31, 2016, compensation expense recognized related to restricted stock awards and restricted stock units was $1.7 million and $9.6 million, respectively. During the year ended December 31, 2015, compensation expense recognized related to restricted stock awards and restricted stock units was $1.9 million and $1.7 million, respectively. During the year ended December 31, 2014, compensation expense recognized related to restricted stock units was nominal and there were no non-vested restricted stock awards or related expense. The aggregate fair value as of the vest date of restricted stock awards and restricted stock units that vested during the year ended December 31, 2016 was $1.7 million and $5.8 million, respectively. As of December 31, 2016, $34.6 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to 1,516,354 non-vested restricted stock units with a weighted-average grant date fair value of $28.46 is expected to be recognized over a weighted-average period of 2.9 years. As of December 31, 2016, there were no remaining non-vested restricted stock awards or related unrecognized compensation cost. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company files income tax returns in the U.S. federal, the United Kingdom and various state jurisdictions. For the years ended December 31, 2016, 2015 and 2014, the income tax provision was comprised of the following: Year Ended December 31, 2016 2015 2014 (in thousands) Current: Federal $ 24,509 $ 20,947 $ 8,073 State 8,132 6,260 7,610 Foreign 338 480 426 Total current 32,979 27,687 16,109 Deferred: Federal 800 (1,534 ) 1,056 State 516 (2,301 ) 3,556 Total deferred 1,316 (3,835 ) 4,612 Total income tax expense $ 34,295 $ 23,852 $ 20,721 Income before provision for income taxes for the years ended December 31, 2016, 2015 and 2014, was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Domestic source $ 82,033 $ 59,705 $ 43,069 Foreign source 1,819 2,224 1,915 Income before provision for income taxes $ 83,852 $ 61,929 $ 44,984 The following is a reconciliation of income taxes computed at the U.S. federal statutory rate to the income taxes reported in the consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 (in thousands) Income tax expense at statutory rate $ 29,348 $ 21,675 $ 15,747 State income taxes 5,621 2,577 8,038 Deferred tax impact of reorganization — — (2,382 ) Research and development tax credit (638 ) (345 ) — Foreign rate differential (273 ) (328 ) (253 ) Deferred tax true-up — 69 — All other 237 204 (429 ) Total income tax expense $ 34,295 $ 23,852 $ 20,721 On December 31, 2014, the Company undertook a series of transactions intended to simplify its legal and tax structure in the U.S. The result of the reorganization was a combination of Grubhub Holdings Inc. and Seamless North America, LLC, which resulted in the deemed liquidation of the Seamless North America, LLC partnership status for tax purposes. The reorganization resulted in a net income tax benefit of $0.4 million for the year ended December 31, 2014. The income tax benefit consisted of a deferred tax benefit of $2.2 million as a result of converting the Seamless North America, LLC partnership into a division of Grubhub Holdings Inc., partially offset by an increase in deferred tax expense of $1.8 million as a result of the adjusted deferred state tax rate applicable to the Company’s U.S. operations. The Company recorded a $2.0 million increase in deferred tax expense in 2014 as a result of a change in state tax law. The tax effects of temporary differences giving rise to deferred income tax assets and liabilities as of December 31, 2016 and 2015 were as follows: As of December 31, 2016 2015 (in thousands) Deferred tax assets: Loss and credit carryforwards $ 6,714 $ 5,134 Accrued expenses 2,096 1,934 Stock-based compensation 9,823 8,330 Total deferred tax assets 18,633 15,398 Valuation allowance (1,610 ) (910 ) Net deferred tax assets 17,023 14,488 Deferred tax liabilities: Fixed assets (5,738 ) (2,269 ) Intangible assets (117,172 ) (99,803 ) Prepaid expenses (2,135 ) — Total deferred tax liabilities (125,045 ) (102,072 ) Net deferred tax liability $ (108,022 ) $ (87,584 ) The Company classified its net deferred tax liabilities as long-term liabilities on the consolidated balance sheets as of December 31, 2016 and 2015. A partial valuation reserve of $1.6 million and $0.9 million was recorded as of December 31, 2016 and 2015, respectively, against certain state-only credits as those credits have a short carryover period and the Company believes that this portion of the credit carryovers will more likely than not expire before they are utilized. The Company has not provided U.S. income tax on the accumulated earnings of its U.K. subsidiary, Seamless Europe, Ltd. of approximately $9.7 million as of December 31, 2016, as it intends to permanently reinvest those undistributed earnings into future operations in that country. The Company estimates the potential additional U.S. tax liabilities that would result from the complete repatriation of those accumulated earnings to be approximately $3.4 million as of December 31, 2016. The Company had the following tax loss and credit carryforwards as of December 31, 2016 and 2015: 2016 2015 Beginning Year of Expiration (in thousands) U.S. federal loss carryforwards $ 483 $ 3,284 2027 U.S. state and local loss carryforwards 5,265 5,753 2027 Illinois Edge Credits (a) 5,045 3,829 2017 (a) Amounts are before the federal benefit of state tax Upon adoption of ASU 2016-09 (see Note 2, “ Recently Issued Accounting Pronouncements” During the year ended December 31, 2016, the Illinois Department of Revenue completed an audit of Grubhub, Inc.’s and its subsidiaries’ corporate income tax returns for the years ended December 31, 2012 and 2013 and proposed no changes. . The New York City Department of Finance is currently performing a routine examination of Seamless Holdings Corporation for General Corporation Tax for the short tax period from October 17, 2012 through August 8, 2013. 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. The Company is subject to taxation in the U.S. federal and various state jurisdictions. Significant judgment is required in determining the provision for income taxes and recording the related income tax assets and liabilities. The Company’s practice for accounting for uncertainty in income taxes is to recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table summarizes the Company’s unrecognized tax benefit activity during the years ended December 31, 2016 and 2015, excluding the related accrual for interest: As of December 31, 2016 2015 (in thousands) Balance at beginning of period $ 2,932 $ 3,188 Reductions for tax positions of prior years — (296 ) Additions for tax positions of prior years 413 40 Balance at end of period $ 3,345 $ 2,932 The Company records interest and penalties, if any, as a component of its income tax expense in the consolidated statements of operations. No interest expense or penalties were recognized during the years ended December 31, 2016 and 2015. At December 31, 2016, the Company did not anticipate any significant adjustments to its unrecognized tax benefits caused by the settlement of tax examinations or other factors, within the next twelve months. Included in the net deferred tax liabilities on the consolidated balance sheets at December 31, 2016 and 2015 were deferred tax assets that relate to the potential settlement of these unrecognized tax benefits. After consideration of these amounts, $1.0 million of the amount accrued at each of December 31, 2016 and 2015, would impact the effective tax rate if reversed. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of December 31, 2016 and 2015, the Company was authorized to issue two classes of stock: common stock and Series A Preferred Stock. Common Stock Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At December 31, 2016 and 2015, there were 500,000,000 shares of common stock authorized. At December 31, 2016 and 2015, there were 85,692,333 and 84,979,869 shares of common stock issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of December 31, 2016 and 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 and may be modified, suspended or terminated at any time at management’s discretion. Repurchased and retired shares will result in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share at the time of the transaction. During the year ended December 31, 2016, the Company repurchased and retired 724,473 shares of its common stock at a weighted-average share price of $20.37, or an aggregate of $14.8 million. Series A Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock as of December 31, 2016 and 2015. There were no issued or outstanding shares of preferred stock as of December 31, 2016 and 2015. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 12. Retirement Plan Beginning February 1, 2012, the Company has maintained a defined contribution plan for employees. The plan is qualified under section 401(k) of the Internal Revenue Code. The Company may also make discretionary profit sharing contributions as determined by the Company’s Board of Directors. The Company matched 100% of the first 3% of employees’ contributions and 50% of the next 2% of employees’ contributions during the years ended December 31, 2016, 2015 and 2014 and recognized matching contributions expense of $1.7 million, $1.3 million and $1.0 million, respectively. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Attributable to Common Stockholders | 13. Earnings Per Share Attributable to Common Stockholders Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income per share attributable to common stockholders is computed by dividing net income by the weighted-average number of common shares outstanding during the period and potentially dilutive common stock equivalents, including stock options, restricted stock awards and restricted stock units, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and vesting of restricted stock units and restricted stock awards using the treasury stock method. The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 49,557 85,069 $ 0.58 Effect of Dilutive Securities Stock options — 792 Restricted stock units and restricted stock awards — 274 Diluted EPS Net income attributable to common stockholders $ 49,557 86,135 $ 0.58 Year Ended December 31, 2015 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 38,077 84,076 $ 0.45 Effect of Dilutive Securities Stock options — 1,594 Restricted stock units and restricted stock awards — 36 Diluted EPS Net income attributable to common stockholders $ 38,077 85,706 $ 0.44 Year Ended December 31, 2014 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 24,263 Preferred stock tax distributions (320 ) Basic EPS Net income attributable to common stockholders 23,943 73,571 $ 0.33 Effect of Dilutive Securities Preferred stock (a) 320 4,980 Stock options — 3,147 Diluted EPS Net income attributable to common stockholders $ 24,263 81,698 $ 0.30 (a) Upon the closing of the IPO, all shares of the Company’s then-outstanding convertible Series A Preferred Stock automatically converted into and aggregate of 19,284,113 shares of common stock. The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the years ended December 31, were as follows: Year Ended December 31, 2016 2015 2014 Anti-dilutive shares underlying stock-based awards: Stock options 552,108 2,380,813 407,328 Restricted stock units 212,170 464,930 657 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 14. Fair Value Measurement Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The accounting guidance for fair value measurements prioritizes valuation methodologies based on the reliability of the inputs in the following three-tier value hierarchy: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. The Company applied the following methods and assumptions in estimating its fair value measurements: the Company’s commercial paper, investments in corporate and U.S. government agency bonds and certain money market funds are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly. Accounts receivable and accounts payable approximate fair value due to their generally short-term maturities. The following table presents the balances of assets measured at fair value on a recurring basis as of December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 1,723 $ — $ — $ 1,083 $ — Commercial paper — 131,937 — — 113,586 — Corporate bonds — 16,089 — — 41,473 — U.S. government agency bonds — 5,500 — — 9,004 — Total $ — $ 155,249 $ — $ — $ 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,” |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated statements of operations include the results of entities acquired from the dates of the acquisitions for accounting purposes. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with finite lives and other long-lived assets and stock-based compensation. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the Company’s consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and that are so near their maturity that they present minimal risk of changes in value because of changes in interest rates. The Company’s cash equivalents include only investments with original maturities of three months or less. The Company regularly maintains cash in excess of federally insured limits at financial institutions. |
Marketable Securities | Marketable Securities Marketable securities consist primarily of commercial paper and investment grade U.S. and non-U.S.-issued corporate and U.S. government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Marketable securities with original maturities of three months or less are included in cash and cash equivalents and marketable securities with original maturities greater than three months, but less than one year, are included in short term investments on the consolidated balance sheets. The Company determines the classification of its marketable securities as available-for-sale or held-to-maturity at the time of purchase and reassesses these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the intent to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. The amortized cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity, which is recognized as interest income within general and administrative expense in the consolidated statements of operations. Interest income is recognized when earned. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of foreign currency translation adjustments. The financial statements of the Company’s U.K. subsidiary are translated from their functional currency into U.S. dollars. Assets and liabilities are translated at period end rates of exchange, and revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive loss on the consolidated balance sheets. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Estimated Useful Life Computer equipment 2-3 years Furniture and fixtures 5 years Developed software 1-3 years Purchased software and digital assets 3-5 years Leasehold improvements Shorter of expected useful life or lease term Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, the Company records a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable primarily represent the net cash due from the Company’s payment processor for cleared transactions and amounts owed from corporate customers. The carrying amount of the Company’s receivables is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. These uncollected amounts are generally not recovered from the restaurants. The allowance is recorded through a charge to bad debt expense which is recognized within general and administrative expense in the consolidated statements of operations. The allowance is based on historical loss experience and any specific risks, current or forecasted, identified in collection matters. Management provides for probable uncollectible amounts through a charge against bad debt expense and a credit to an allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off against the allowance. The Company does not charge interest on trade receivables. The Company incurs expenses for uncollected credit card receivables (or “chargebacks”), including fraudulent orders, when a diner’s card is authorized but fails to process, and for other unpaid credit card receivables. The majority of the Company’s chargeback expense is recorded directly to general and administrative expense in the consolidated statements of operations as the charges are incurred; however, a portion of the allowance for doubtful accounts includes a reserve for estimated chargebacks on the net cash due from the Company’s payment processors as of the end of the period. Changes in the Company’s allowance for doubtful accounts for the periods presented were as follows: Year Ended December 31, 2016 2015 Balance at beginning of period $ 959 $ 723 Additions to expense 1,102 850 Writeoffs, net of recoveries and other adjustments (832 ) (614 ) Balance at end of period $ 1,229 $ 959 |
Advertising Costs | Advertising Costs Advertising costs are generally expensed as incurred in connection with the requisite service period. Certain advertising production costs are capitalized and expensed when the advertisement first takes place. For the years ended December 31, 2016, 2015 and 2014, expenses attributable to advertising totaled approximately $75.5 million, $64.4 million and $45.9 million, respectively. Advertising costs are recorded in sales and marketing expense on the Company’s consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards, including stock options, restricted stock units and restricted stock awards, at fair value on the date of grant and recognizes compensation expense over the service period on a straight-line basis for awards expected to vest. The Company uses the Black-Scholes option-pricing model to determine the fair value for stock options. In valuing the Company’s options, the Company makes assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives, including estimated forfeiture rates. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. Expected dividend yield is based on the Company’s historical dividend payments, which have been zero to date. As the Company did not have public trading history for its common shares until April of 2014, the expected volatility for the Company’s common stock is estimated using a combination of the published historical and implied volatilities of industry peers representing the verticals in which the Company operates and the historical volatility of the Company’s own common stock. The Company estimates the weighted-average expected life of the options as the average of the vesting option schedule and the term of the award, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time stock-based awards have been exercisable. The term of the award is estimated using the simplified method. Forfeiture rates are estimated using historical actual forfeiture trends as well as the Company’s judgment of future forfeitures. These rates are evaluated quarterly and any change in compensation expense is recognized in the period of the change. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. The Company considers many factors when estimating expected forfeitures, including the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management’s current estimates. The Company will continue to estimate forfeitures as described above in accordance with the policy alternatives available under Accounting Standards Update No. 2016-09, effective in the first quarter of 2017. The Company has elected to use the with-and-without method in determining the order in which tax attributes are utilized. As a result, the Company has only recognized a tax benefit for stock-based awards in additional paid-in capital if an incremental tax benefit was realized after all other tax attributes available to the Company have been utilized. See Note 9, “Stock-Based Compensation” for further discussion. Beginning in the first quarter of 2017, the Company will recognize tax benefits and deficiencies for stock-based awards in the income statement. See “ Recently Issued Accounting Pronouncements” below for further discussion. |
Provision for Income Taxes | Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable in a given year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of operations. See Note 10, “ Income Taxes |
Intangible Assets | Intangible Assets Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and are reviewed for impairment. The Company evaluates intangible assets with finite and indefinite useful lives and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The amount of impairment to be recognized for finite and indefinite-lived intangible assets and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended December 31, 2016, 2015 or 2014. |
Website and Software Development Costs | Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over the estimated useful life of the application. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in depreciation and amortization in the consolidated statements of operations. The Company capitalized $15.6 million, $8.0 million and $3.6 million of website development costs during the years ended December 31, 2016, 2015 and 2014, respectively. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Absent any special circumstances that could require an interim test, the Company has elected to test for goodwill impairment at September 30 of each year. The Company tests for impairment using a two-step process. The first step of the goodwill impairment test identifies if there is potential goodwill impairment. If step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any, by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The Company determined there was no goodwill impairment during the years ended December 31, 2016, 2015 and 2014. |
Fair Value | Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. See Note 14, “Fair Value Measurement,” |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. For the years ended December 31, 2016, 2015 and 2014, the Company had no customers which accounted for more than 1% of revenue or 10% of accounts receivable. |
Revenue Recognition | Revenue Recognition In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. The Company considers persuasive evidence of an arrangement to be a signed agreement, a binding contract with the restaurant or other similar documentation reflecting the terms and conditions under which products or services will be provided. The Company generates revenues primarily when diners place an order on the platform through its mobile applications, its websites, third-party websites that incorporate API or one of the Company’s listed phone numbers. Restaurants pay a commission, typically a percentage of the transaction, on orders that are processed through the platform. Most of the restaurants on the Company’s platform can choose their level of commission rate, at or above a base rate. A restaurant can choose to pay a higher rate which affects its prominence and exposure to diners on the platform. Additionally, restaurants that use the Company’s delivery services pay an additional commission for the use of those services. As an agent of the merchant in the transaction, the Company recognizes as revenues only the commissions from the transaction, which are a percentage of the total Gross Food Sales for such transaction. The Company periodically provides incentive offers to restaurants and diners to use the platform. These promotions are generally cash credits to be applied against purchases. These incentive offers are recorded as reductions in revenues, generally on the date the corresponding revenue is recorded. The Company also accepts payment for orders via gift cards offered on its platform. If a gift card that is not subject to unclaimed property laws is not redeemed, the Company recognizes revenue when the gift card expires or when the likelihood of its redemption becomes remote. Revenues from online and phone delivery orders are recognized when these orders are placed at the restaurants. The amount of revenue recorded by the Company is based on the arrangement with the related restaurant, and is adjusted for any cash credits, including incentive offers provided to restaurants and diners, related to the transaction. The Company also recognizes as revenue any fees charged to the diner for delivery services provided by the Company. Although the Company will process the entire amount of the transaction with the diner, it will record revenue on a net basis because the Company is acting as an agent of the merchant in the transaction. The Company will record an amount representing the restaurant food liability for the net balance due the restaurant. Costs incurred for processing the transactions and providing delivery services are included in operations and support in the consolidated statements of operations. |
Deferred Rent | Deferred Rent For the Company’s operating leases, the Company recognizes rent expenses on a straight-line basis over the terms of the leases. Accordingly, the Company records the difference between cash rent payments and the recognition of rent expenses as a deferred rent liability in the consolidated balance sheets. The Company has landlord-funded leasehold improvements that are recorded as tenant allowances which are being amortized as a reduction of rent expense over the noncancelable terms of the operating leases. |
Segments | Segments The Company has one reportable segment, which has been identified based on how the chief operating decision maker manages the business, makes operating decisions and evaluates operating performance. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. Under the amendment, an entity should recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has elected to early adopt ASU 2017-04 beginning in the first quarter of 2017 and will apply the standard prospectively. The adoption of ASU 2017-04 may reduce the cost and complexity of evaluating goodwill for impairment, but is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The Company has elected to adopt ASU 2017-01 early. ASU 2017-01 will be effective for transactions beginning in the first quarter of 2017 and will be applied prospectively. The adoption of ASU 2017-01 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In August 2016, 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. In addition, in November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flow . ASU 2016-15 and ASU 2016-18 are effective for the Company beginning in first quarter of 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 and ASU 2016-18 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 years ended December 31, 2016, 2015 and 2014, the Company recorded $24.9 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. Upon the adoption of ASU 2016-09, the Company will record state net operating losses, including excess tax benefits, of $4.5 million to retained earnings on the consolidated balance sheets as of January 1, 2017. In February 2016, the FASB issued Accounting Standards Update No. 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 Accounting Standards Update 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 No. 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. In December 2016, the FASB issued Account Standards Update No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”), which contains additional technical corrections and improvements to the revenue standard but doesn’t change any of the principles in the new revenue guidance. ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 will be effective for the Company in the first quarter of 2018. . Based on the Company’s initial assessment, the adoption of these ASUs is expected to have an immaterial impact on the timing of recognition of certain revenues and result in the deferral of certain incremental costs of obtaining a contract. Management does not expect the impact the adoption of these ASUs to have a material impact on the |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Life | Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Estimated Useful Life Computer equipment 2-3 years Furniture and fixtures 5 years Developed software 1-3 years Purchased software and digital assets 3-5 years Leasehold improvements Shorter of expected useful life or lease term |
Summary of Changes in Allowance For Doubtful Accounts | Changes in the Company’s allowance for doubtful accounts for the periods presented were as follows: Year Ended December 31, 2016 2015 Balance at beginning of period $ 959 $ 723 Additions to expense 1,102 850 Writeoffs, net of recoveries and other adjustments (832 ) (614 ) Balance at end of period $ 1,229 $ 959 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
LABite | |
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 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 40,235 Trademarks 440 Accounts payable and accrued expenses (6,303 ) Net deferred tax liability (19,412 ) 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 years ended December 31, 2016 2015 Year Ended December 31, 2016 2015 (in thousands, except per share data) Revenues $ 502,290 $ 393,144 Net income 48,675 38,995 Net income per share attributable to common shareholders: Basic $ 0.57 $ 0.46 Diluted $ 0.57 $ 0.45 |
Pro Forma Adjustments | The pro forma adjustments reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred and pro forma tax adjustments for the years ended December 31, 2016 2015 Year Ended December 31, 2016 2015 (in thousands) Depreciation and amortization $ 1,364 $ 4,115 Transaction costs (1,978 ) (1,055 ) Income tax expense (benefit) 257 (1,316 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 2015 were as follows: December 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 59,175 $ 2 $ (28 ) $ 59,149 Corporate bonds 5,000 1 — 5,001 U. S. government agency bonds 5,500 — — 5,500 Short term investments Commercial paper 73,002 — (214 ) 72,788 Corporate bonds 11,089 4 (5 ) 11,088 Total $ 153,766 $ 7 $ (247 ) $ 153,526 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 December 31, 2016 and 2015 were as follows: December 31, 2016 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 130,938 $ (242 ) $ — $ — $ 130,938 $ (242 ) Corporate bonds 6,556 (5 ) — — 6,556 (5 ) Total $ 137,494 $ (247 ) $ — $ — $ 137,494 $ (247 ) December 31, 2015 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss 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 Intangi26
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 10,640 $ (9,575 ) $ 1,065 $ 9,819 $ (6,288 ) $ 3,531 Customer and vendor relationships, databases 282,751 (60,437 ) 222,314 236,238 (44,192 ) 192,046 Trademarks 969 (582 ) 387 529 (215 ) 314 Other 250 (62 ) 188 — — — Total amortizable intangible assets 294,610 (70,656 ) 223,954 246,586 (50,695 ) 195,891 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 384,286 $ (70,656 ) $ 313,630 $ 336,262 $ (50,695 ) $ 285,567 |
Components of Acquired Intangible Assets (Infinite Lived) | The components of acquired intangible assets as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 10,640 $ (9,575 ) $ 1,065 $ 9,819 $ (6,288 ) $ 3,531 Customer and vendor relationships, databases 282,751 (60,437 ) 222,314 236,238 (44,192 ) 192,046 Trademarks 969 (582 ) 387 529 (215 ) 314 Other 250 (62 ) 188 — — — Total amortizable intangible assets 294,610 (70,656 ) 223,954 246,586 (50,695 ) 195,891 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 384,286 $ (70,656 ) $ 313,630 $ 336,262 $ (50,695 ) $ 285,567 The components of the acquired intangibles assets added during the years ended December 31, 2016 and 2015 were as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Amount Weighted-Average Amortization Period Amount Weighted-Average Amortization Period (in thousands) (years) (in thousands) (years) Customer and vendor relationships $ 46,513 20.0 $ 44,259 18.7 Developed technology 1,731 2.7 4,676 1.5 Trademarks 440 2.0 529 1.8 Other 250 3.0 — Total $ 48,934 $ 49,464 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 were as follows. Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2014 $ 352,788 $ — $ 352,788 Acquisitions 43,432 — 43,432 Balance as of December 31, 2015 396,220 — 396,220 Acquisitions 40,235 — 40,235 Balance as of December 31, 2016 $ 436,455 $ — $ 436,455 |
Components of Acquired Intangibles Assets Added During the Year (Finite Lived) | The components of the acquired intangibles assets added during the years ended December 31, 2016 and 2015 were as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 Amount Weighted-Average Amortization Period Amount Weighted-Average Amortization Period (in thousands) (years) (in thousands) (years) Customer and vendor relationships $ 46,513 20.0 $ 44,259 18.7 Developed technology 1,731 2.7 4,676 1.5 Trademarks 440 2.0 529 1.8 Other 250 3.0 — Total $ 48,934 $ 49,464 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of December 31, 2016 was as follows: (in thousands) 2017 $ 17,844 2018 17,336 2019 15,389 2020 14,987 2021 14,987 Thereafter 143,411 Total $ 223,954 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 (in thousands) Computer equipment $ 17,548 $ 10,080 Delivery equipment — 555 Furniture and fixtures 4,842 2,092 Developed software 26,460 11,129 Purchased software and digital assets 1,360 361 Leasehold improvements 19,038 6,050 Property and equipment 69,248 30,267 Accumulated amortization and depreciation (22,693 ) (11,185 ) Property and equipment, net $ 46,555 $ 19,082 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments under the Company’s operating lease agreements that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2016 were as follows: (in thousands) 2017 $ 5,302 2018 5,652 2019 5,532 2020 5,013 2021 5,084 Thereafter 15,225 Total $ 41,808 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Weighted-average fair value options granted $ 12.59 $ 14.66 $ 13.87 Average risk-free interest rate 1.41 % 1.65 % 1.97 % Expected stock price volatilities 49.7 % 48.4 % 50.3 % Dividend yield None None None Expected stock option life (years) 5.84 6.07 6.26 |
Summary of Stock Option Activity | Stock option awards as of December 31, 2016 and 2015, and changes during the year ended December 31, 2016, 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 166,272 26.58 Forfeited (894,138 ) 26.48 Exercised (1,357,707 ) 9.92 Outstanding at December 31, 2016 2,992,724 22.43 46,608 7.68 Vested and expected to vest at December 31, 2016 2,598,779 21.78 42,216 7.68 Exercisable at December 31, 2016 1,131,011 $ 17.22 $ 23,517 6.64 |
Non-vested Restricted Stock Units and Restricted Stock Awards | Non-vested restricted stock units and restricted stock awards as of December 31, 2016 and 2015, and changes during the year ended December 31, 2016 were as follows: Restricted Stock Units Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2015 888,483 $ 27.85 67,744 $ 42.01 Granted 1,060,813 29.21 — — Forfeited (266,697 ) 27.55 — — Vested (166,245 ) 31.48 (67,744 ) 42.01 Outstanding at December 31, 2016 1,516,354 $ 28.46 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | For the years ended December 31, 2016, 2015 and 2014, the income tax provision was comprised of the following: Year Ended December 31, 2016 2015 2014 (in thousands) Current: Federal $ 24,509 $ 20,947 $ 8,073 State 8,132 6,260 7,610 Foreign 338 480 426 Total current 32,979 27,687 16,109 Deferred: Federal 800 (1,534 ) 1,056 State 516 (2,301 ) 3,556 Total deferred 1,316 (3,835 ) 4,612 Total income tax expense $ 34,295 $ 23,852 $ 20,721 |
Income Before Provision for Income Taxes | Income before provision for income taxes for the years ended December 31, 2016, 2015 and 2014, was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Domestic source $ 82,033 $ 59,705 $ 43,069 Foreign source 1,819 2,224 1,915 Income before provision for income taxes $ 83,852 $ 61,929 $ 44,984 |
Reconciliation of Income Taxes Computed at U.S. Federal Statutory Rate to Income Taxes | The following is a reconciliation of income taxes computed at the U.S. federal statutory rate to the income taxes reported in the consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 (in thousands) Income tax expense at statutory rate $ 29,348 $ 21,675 $ 15,747 State income taxes 5,621 2,577 8,038 Deferred tax impact of reorganization — — (2,382 ) Research and development tax credit (638 ) (345 ) — Foreign rate differential (273 ) (328 ) (253 ) Deferred tax true-up — 69 — All other 237 204 (429 ) Total income tax expense $ 34,295 $ 23,852 $ 20,721 |
Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences giving rise to deferred income tax assets and liabilities as of December 31, 2016 and 2015 were as follows: As of December 31, 2016 2015 (in thousands) Deferred tax assets: Loss and credit carryforwards $ 6,714 $ 5,134 Accrued expenses 2,096 1,934 Stock-based compensation 9,823 8,330 Total deferred tax assets 18,633 15,398 Valuation allowance (1,610 ) (910 ) Net deferred tax assets 17,023 14,488 Deferred tax liabilities: Fixed assets (5,738 ) (2,269 ) Intangible assets (117,172 ) (99,803 ) Prepaid expenses (2,135 ) — Total deferred tax liabilities (125,045 ) (102,072 ) Net deferred tax liability $ (108,022 ) $ (87,584 ) |
Credit Carryforwards | The Company had the following tax loss and credit carryforwards as of December 31, 2016 and 2015: 2016 2015 Beginning Year of Expiration (in thousands) U.S. federal loss carryforwards $ 483 $ 3,284 2027 U.S. state and local loss carryforwards 5,265 5,753 2027 Illinois Edge Credits (a) 5,045 3,829 2017 (a) Amounts are before the federal benefit of state tax |
Unrecognized Tax Benefit Activity Excluding Related Accrual for Interest | The following table summarizes the Company’s unrecognized tax benefit activity during the years ended December 31, 2016 and 2015, excluding the related accrual for interest: As of December 31, 2016 2015 (in thousands) Balance at beginning of period $ 2,932 $ 3,188 Reductions for tax positions of prior years — (296 ) Additions for tax positions of prior years 413 40 Balance at end of period $ 3,345 $ 2,932 |
Earnings Per Share Attributab31
Earnings Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 49,557 85,069 $ 0.58 Effect of Dilutive Securities Stock options — 792 Restricted stock units and restricted stock awards — 274 Diluted EPS Net income attributable to common stockholders $ 49,557 86,135 $ 0.58 Year Ended December 31, 2015 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 38,077 84,076 $ 0.45 Effect of Dilutive Securities Stock options — 1,594 Restricted stock units and restricted stock awards — 36 Diluted EPS Net income attributable to common stockholders $ 38,077 85,706 $ 0.44 Year Ended December 31, 2014 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Net income $ 24,263 Preferred stock tax distributions (320 ) Basic EPS Net income attributable to common stockholders 23,943 73,571 $ 0.33 Effect of Dilutive Securities Preferred stock (a) 320 4,980 Stock options — 3,147 Diluted EPS Net income attributable to common stockholders $ 24,263 81,698 $ 0.30 |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share | The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the years ended December 31, were as follows: Year Ended December 31, 2016 2015 2014 Anti-dilutive shares underlying stock-based awards: Stock options 552,108 2,380,813 407,328 Restricted stock units 212,170 464,930 657 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 1,723 $ — $ — $ 1,083 $ — Commercial paper — 131,937 — — 113,586 — Corporate bonds — 16,089 — — 41,473 — U.S. government agency bonds — 5,500 — — 9,004 — Total $ — $ 155,249 $ — $ — $ 165,146 $ — |
Estimated Useful life of Proper
Estimated Useful life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Computer equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 2 years |
Computer equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 3 years |
Furniture and fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Developed software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 1 year |
Developed software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 3 years |
Purchased Software and Digital Assets | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 3 years |
Purchased Software and Digital Assets | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | Shorter of expected useful life or lease term |
Summary of Changes in Allowance
Summary of Changes in Allowance For Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Balance at beginning of period | $ 959 | $ 723 | |
Additions to expense | 1,102 | 850 | $ 426 |
Writeoffs, net of recoveries and other adjustments | (832) | (614) | |
Balance at end of period | $ 1,229 | $ 959 | $ 723 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)CustomerSegment | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||
Advertising costs | $ 75,500 | $ 64,400 | $ 45,900 |
Expected dividend yield | 0.00% | ||
Goodwill Impairment | $ 0 | 0 | 0 |
Number of reportable segment | Segment | 1 | ||
Tax benefit related to stock-based compensation | $ 24,906 | 27,830 | 12,975 |
Excess tax benefits related to stock-based compensation | 24,906 | 27,830 | 12,975 |
ASU 2016-09 | |||
Significant Accounting Policies [Line Items] | |||
Tax benefit related to stock-based compensation | 24,906 | $ 27,830 | $ 12,975 |
State Tax | ASU 2016-09 | |||
Significant Accounting Policies [Line Items] | |||
Excess tax benefits related to stock-based compensation | $ 4,500 | ||
Customer Concentration Risk | Revenue | |||
Significant Accounting Policies [Line Items] | |||
Number of customers accounted | Customer | 0 | 0 | 0 |
Concentration risk percentage | 1.00% | 1.00% | 1.00% |
Customer Concentration Risk | Accounts receivable | |||
Significant Accounting Policies [Line Items] | |||
Number of customers accounted | Customer | 0 | 0 | 0 |
Concentration risk percentage | 10.00% | 10.00% | 10.00% |
Developed software | |||
Significant Accounting Policies [Line Items] | |||
Capitalized cost | $ 15,600 | $ 8,000 | $ 3,600 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | May 05, 2016USD ($) | Dec. 04, 2015USD ($)shares | Feb. 27, 2015 | Feb. 04, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)Acquisition |
Business Acquisition [Line Items] | |||||||
Net cash payments to acquire businesses | $ 65,849 | $ 73,907 | |||||
Goodwill related to acquisition | 436,455 | $ 396,220 | $ 352,788 | ||||
Number of acquisitions | Acquisition | 0 | ||||||
Common stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisitions, share issued | shares | 407,812 | ||||||
General and administrative expenses | |||||||
Business Acquisition [Line Items] | |||||||
Direct and indirect expense incurred related to acquisitions | $ 2,000 | $ 1,100 | |||||
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 | $ 40,235 | ||||||
Goodwill expected to be deductible for income tax purposes | $ 5,000 | ||||||
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 | shares | 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 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 436,455 | $ 396,220 | $ 352,788 | ||
Fair value of common stock issued | (15,980) | ||||
Net cash paid | $ 65,849 | 73,907 | |||
LABite | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 2,566 | ||||
Accounts receivable | 2,320 | ||||
Prepaid expenses and other assets | 68 | ||||
Property and equipment | 257 | ||||
Goodwill | 40,235 | ||||
Accounts payable and accrued expenses | (6,303) | ||||
Net deferred tax liability | (19,412) | ||||
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 | ||||
Intangible assets | 49,464 | ||||
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 | ||||
Customer and vendor relationships | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 44,259 | 44,259 | |||
Developed technology | LABite | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 1,731 | ||||
Developed technology | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 4,676 | 4,676 | |||
Trademarks | LABite | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 440 | ||||
Trademarks | Dining In, Restaurants on Run and Delivered Dish | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 529 | $ 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 | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Revenues | $ 502,290 | $ 393,144 |
Net income | $ 48,675 | $ 38,995 |
Net income per share attributable to common shareholders: | ||
Basic | $ 0.57 | $ 0.46 |
Diluted | $ 0.57 | $ 0.45 |
Pro Forma Adjustments for Addit
Pro Forma Adjustments for Additional Amortization of That Would Have Been Recognized on the Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||
Income tax expense (benefit) | $ 34,295 | $ 23,852 | $ 20,721 |
Dining In, Restaurants on the Run, Delivered Dish and LABite | Pro Forma | |||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||
Depreciation and amortization | 1,364 | 4,115 | |
Transaction costs | (1,978) | (1,055) | |
Income tax expense (benefit) | $ 257 | $ (1,316) |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 153,766 | $ 164,192 |
Unrealized Gains | 7 | 17 |
Unrealized Losses | (247) | (146) |
Estimated Fair Value | 153,526 | 164,063 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 59,175 | 22,744 |
Unrealized Gains | 2 | |
Unrealized Losses | (28) | (5) |
Estimated Fair Value | 59,149 | 22,739 |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 73,002 | 90,949 |
Unrealized Losses | (214) | (102) |
Estimated Fair Value | 72,788 | 90,847 |
Corporate Bonds | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 5,000 | |
Unrealized Gains | 1 | |
Estimated Fair Value | 5,001 | |
Corporate Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 11,089 | 41,503 |
Unrealized Gains | 4 | 9 |
Unrealized Losses | (5) | (39) |
Estimated Fair Value | 11,088 | 41,473 |
U.S. Government Agency Bonds | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 5,500 | |
Estimated Fair Value | $ 5,500 | |
U.S. Government Agency Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 8,996 | |
Unrealized Gains | 8 | |
Estimated Fair Value | $ 9,004 |
Summary of Continuous Unrealize
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 137,494 | $ 145,538 |
Unrealized Loss, Less Than 12 Months | (247) | (146) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 137,494 | 145,538 |
Unrealized Loss, Total | (247) | (146) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 130,938 | 113,586 |
Unrealized Loss, Less Than 12 Months | (242) | (107) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 130,938 | 113,586 |
Unrealized Loss, Total | (242) | (107) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 6,556 | 31,952 |
Unrealized Loss, Less Than 12 Months | (5) | (39) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 6,556 | 31,952 |
Unrealized Loss, Total | $ (5) | $ (39) |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments Debt And Equity Securities [Abstract] | |||
Other-than-temporary impairment losses related to marketable securities | $ 0 | $ 0 | $ 0 |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 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 | (70,656) | (50,695) |
Amortizable intangible assets, Net Carrying Value | 223,954 | 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 | 313,630 | 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 | (9,575) | (6,288) |
Amortizable intangible assets, Net Carrying Value | 1,065 | 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 | (60,437) | (44,192) |
Amortizable intangible assets, Net Carrying Value | 222,314 | 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 | (582) | (215) |
Amortizable intangible assets, Net Carrying Value | 387 | $ 314 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 250 | |
Amortizable intangible assets, Accumulated Amortization | (62) | |
Amortizable intangible assets, Net Carrying Value | $ 188 |
Goodwill and Acquired Intangi44
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Dec. 04, 2015 | |
Finite Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of intangible assets | $ 294,610 | $ 246,586 | |||
Accumulated amortization of intangible assets | 70,656 | 50,695 | |||
Intangible assets amortization expense | 20,900 | 18,200 | $ 14,100 | ||
LABite and Purchase of Other Assets | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Acquired other intangible assets | 48,934 | ||||
Dining In, Restaurants on Run and Delivered Dish | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Acquired other intangible assets | 49,464 | ||||
Developed technology | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of intangible assets | 10,640 | 9,819 | |||
Accumulated amortization of intangible assets | 9,575 | 6,288 | |||
Developed technology | LABite and Purchase of Other Assets | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Acquired other intangible assets | $ 1,731 | ||||
Weighted Average Amortization Period (years) | 2 years 8 months 12 days | ||||
Developed technology | Dining In, Restaurants on Run and Delivered Dish | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Acquired other intangible assets | $ 4,676 | $ 4,676 | |||
Weighted Average Amortization Period (years) | 1 year 6 months | ||||
Developed technology | Fully amortized assets | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of intangible assets | $ 900 | ||||
Accumulated amortization of intangible assets | $ 900 | ||||
Other Intangible Assets | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of intangible assets | $ 250 | ||||
Accumulated amortization of intangible assets | $ 62 | ||||
Weighted Average Amortization Period (years) | 14 years 8 months 12 days | ||||
Other Intangible Assets | LABite and Purchase of Other Assets | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Acquired other intangible assets | $ 250 | ||||
Weighted Average Amortization Period (years) | 3 years |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 396,220 | $ 352,788 |
Goodwill, Acquisition | 40,235 | 43,432 |
Goodwill, Ending Balance | 436,455 | 396,220 |
Net Book Value, Beginning Balance | 396,220 | 352,788 |
Net Book Value, Acquisition | 40,235 | 43,432 |
Net Book Value, Ending Balance | $ 436,455 | $ 396,220 |
Components of Acquired Intang46
Components of Acquired Intangibles Assets Added During the Years (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 04, 2015 | |
LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 48,934 | ||
Dining In, Restaurants on Run and Delivered Dish | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 49,464 | ||
Customer and vendor relationships | LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 46,513 | ||
Weighted-Average Amortization Period | 20 years | ||
Customer and vendor relationships | Dining In, Restaurants on Run and Delivered Dish | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 44,259 | $ 44,259 | |
Weighted-Average Amortization Period | 18 years 8 months 12 days | ||
Developed technology | LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 1,731 | ||
Weighted-Average Amortization Period | 2 years 8 months 12 days | ||
Developed technology | Dining In, Restaurants on Run and Delivered Dish | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 4,676 | 4,676 | |
Weighted-Average Amortization Period | 1 year 6 months | ||
Trademarks | LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 440 | ||
Weighted-Average Amortization Period | 2 years | ||
Trademarks | Dining In, Restaurants on Run and Delivered Dish | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 529 | $ 529 | |
Weighted-Average Amortization Period | 1 year 9 months 18 days | ||
Other | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Amortization Period | 14 years 8 months 12 days | ||
Other | LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 250 | ||
Weighted-Average Amortization Period | 3 years |
Estimated Future Amortization o
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 17,844 | |
2,018 | 17,336 | |
2,019 | 15,389 | |
2,020 | 14,987 | |
2,021 | 14,987 | |
Thereafter | 143,411 | |
Amortizable intangible assets, Net Carrying Value | $ 223,954 | $ 195,891 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 69,248 | $ 30,267 |
Accumulated amortization and depreciation | (22,693) | (11,185) |
Property and equipment, net | 46,555 | 19,082 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 17,548 | 10,080 |
Delivery equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 555 | |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 4,842 | 2,092 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 26,460 | 11,129 |
Purchased Software and Digital Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,360 | 361 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 19,038 | $ 6,050 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Accelerated depreciation and amortization expense | $ 1,900 | ||
Depreciation and amortization | $ 35,193 | 28,034 | $ 22,687 |
Capitalized developed software costs | 15,600 | 8,000 | 3,600 |
Property And Equipment Excluding Developed Software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 8,900 | 5,700 | 5,700 |
Developed software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 5,400 | $ 4,100 | $ 2,900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||
Lease renewal period | 5 years | ||
Operating lease, rental expense | $ 5.6 | $ 4.1 | $ 3.6 |
Restructuring expense | 0 | $ 0 | 1.3 |
Contract Termination | |||
Loss Contingencies [Line Items] | |||
Restructuring expense | $ 0.5 | ||
Maximum | Merger Income Tax Consequences | |||
Loss Contingencies [Line Items] | |||
Indemnification related to business combination | $ 15 |
Future Minimum Lease Payments (
Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 5,302 |
2,018 | 5,652 |
2,019 | 5,532 |
2,020 | 5,013 |
2,021 | 5,084 |
Thereafter | 15,225 |
Total | $ 41,808 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Credit Agreement - USD ($) | Apr. 29, 2016 | Dec. 31, 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 ($) | May 20, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options, Granted | 166,272 | 2,542,523 | 2,019,413 | |
Stock options expire period from the date of grant | 10 years | |||
Stock-based compensation | $ 23,559,000 | $ 13,450,000 | $ 9,393,000 | |
Excess tax benefit related to stock-based compensation, decrease in operating activities | (24,906,000) | (27,830,000) | (12,975,000) | |
Excess tax benefits related to stock-based compensation | 24,906,000 | 27,830,000 | 12,975,000 | |
Total unrecognized stock-based compensation expense | $ 52,300,000 | |||
Unrecognized compensation expense recognition period | 2 years 8 months 12 days | |||
Aggregate intrinsic value of awards exercised | $ 30,200,000 | 87,600,000 | 74,000,000 | |
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 | $ 2,100,000 | 500,000 | 100,000 | |
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Term for share-based awards issued to employees | 2 years | |||
Stock-based compensation | $ 1,700,000 | $ 1,900,000 | ||
Non-vested restricted stock units or awards | 0 | 67,744 | ||
Fair value of awards vested during the period | $ 1,700,000 | |||
Unrecognized compensation expense related to share based awards other than options | $ 0 | 0 | ||
Weighted average grant date fair value | $ 0 | $ 42.01 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 12,300,000 | $ 9,900,000 | $ 9,400,000 | |
Unrecognized compensation expense recognition period | 2 years 4 months 24 days | |||
Unrecognized stock-based compensation expense | $ 17,700,000 | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 9,600,000 | $ 1,700,000 | ||
Unrecognized compensation expense recognition period | 2 years 10 months 24 days | |||
Non-vested restricted stock units or awards | 1,516,354 | 888,483 | ||
Fair value of awards vested during the period | $ 5,800,000 | |||
Unrecognized compensation expense related to share based awards other than options | $ 34,600,000 | |||
Weighted average grant date fair value | $ 28.46 | $ 27.85 | ||
2015 Long-Term Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock shares reserved for issuance | 14,256,901 | |||
Shares of common stock authorized | 8,062,345 | |||
Common stock shares available for issuance | 8,062,345 | |||
Term for share-based awards issued to employees | 4 years | |||
2015 Long-Term Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options expire period from the date of grant | 10 years | |||
2013 Omnibus Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options, Granted | 0 | |||
Term for share-based awards issued to employees | 4 years | |||
2013 Omnibus Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options expire period from the date of grant | 10 years |
Assumptions Used to Determine F
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted-average fair value options granted | $ 12.59 | $ 14.66 | $ 13.87 |
Average risk-free interest rate | 1.41% | 1.65% | 1.97% |
Expected stock price volatilities | 49.70% | 48.40% | 50.30% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock option life (years) | 5 years 10 months 2 days | 6 years 26 days | 6 years 3 months 4 days |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options | |||
Options, Beginning Balance | 5,078,297 | ||
Options, Granted | 166,272 | 2,542,523 | 2,019,413 |
Options, Forfeited | (894,138) | ||
Options, Exercised | (1,357,707) | ||
Options, Ending Balance | 2,992,724 | 5,078,297 | |
Options, Vested and expected to vest | 2,598,779 | ||
Options, Exercisable | 1,131,011 | ||
Weighted Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning Balance | $ 19.66 | ||
Weighted-Average Exercise Price, Granted | 26.58 | ||
Weighted-Average Exercise Price, Forfeited | 26.48 | ||
Weighted-Average Exercise Price, Exercised | 9.92 | ||
Weighted-Average Exercise Price, Ending Balance | 22.43 | $ 19.66 | |
Weighted-Average Exercise Price, Vested and expected to vest | 21.78 | ||
Weighted-Average Exercise Price, Exercisable | $ 17.22 | ||
Aggregate Intrinsic Value/Weighted Average Exercise Term | |||
Aggregate Intrinsic Value | $ 46,608 | $ 41,107 | |
Aggregate Intrinsic Value, Vested and expected to vest | 42,216 | ||
Aggregate Intrinsic Value, Exercisable | $ 23,517 | ||
Weighted-Average Exercise Term, Outstanding Balance | 7 years 8 months 5 days | 8 years 2 months 16 days | |
Weighted-Average Exercise Term, Vested and expected to vest | 7 years 8 months 5 days | ||
Weighted-Average Exercise Term, Exercisable | 6 years 7 months 21 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Units and Restricted Stock Awards (Detail) | 12 Months Ended |
Dec. 31, 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 | 1,060,813 |
Shares, Forfeited | shares | (266,697) |
Shares, Vested | shares | (166,245) |
Shares, Ending Balance | shares | 1,516,354 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 27.85 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 29.21 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 27.55 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 31.48 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 28.46 |
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 Tax Provision (Detail)
Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 24,509 | $ 20,947 | $ 8,073 |
State | 8,132 | 6,260 | 7,610 |
Foreign | 338 | 480 | 426 |
Total current | 32,979 | 27,687 | 16,109 |
Deferred: | |||
Federal | 800 | (1,534) | 1,056 |
State | 516 | (2,301) | 3,556 |
Total deferred | 1,316 | (3,835) | 4,612 |
Total income tax expense | $ 34,295 | $ 23,852 | $ 20,721 |
Income Before Provision for Inc
Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic source | $ 82,033 | $ 59,705 | $ 43,069 |
Foreign source | 1,819 | 2,224 | 1,915 |
Income before provision for income taxes | $ 83,852 | $ 61,929 | $ 44,984 |
Reconciliation of Income Taxes
Reconciliation of Income Taxes Computed at U.S. Federal Statutory Rate to Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at statutory rate | $ 29,348 | $ 21,675 | $ 15,747 |
State income taxes | 5,621 | 2,577 | 8,038 |
Deferred tax impact of reorganization | (2,382) | ||
Research and development tax credit | (638) | (345) | |
Foreign rate differential | (273) | (328) | (253) |
Deferred tax true-up | 69 | ||
All other | 237 | 204 | (429) |
Total income tax expense | $ 34,295 | $ 23,852 | $ 20,721 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | |||
Income tax provision (benefits) | $ 34,295,000 | $ 23,852,000 | $ 20,721,000 |
Deferred tax benefit | 1,027,000 | (3,835,000) | 4,612,000 |
Valuation reserve, Recorded | 1,610,000 | 910,000 | |
Accumulated earnings | 168,457,000 | 118,900,000 | |
Excess tax benefits related to stock-based compensation | $ 24,906,000 | 27,830,000 | 12,975,000 |
Income tax examination description | During the year ended December 31, 2016, the Illinois Department of Revenue completed an audit of Grubhub, Inc.’s and its subsidiaries’ corporate income tax returns for the years ended December 31, 2012 and 2013 and proposed no changes. Therefore, the Company does not expect any additional tax liabilities, penalties and/or interest as a result of the audit. The New York City Department of Finance is currently performing a routine examination of Seamless Holdings Corporation for General Corporation Tax for the short tax period from October 17, 2012 through August 8, 2013. 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. | ||
Unrecognized Tax liabilities, interest expense or penalties | $ 0 | 0 | |
Significant adjustments to unrecognized tax benefits within the next twelve months | At December 31, 2016, the Company did not anticipate any significant adjustments to its unrecognized tax benefits caused by the settlement of tax examinations or other factors, within the next twelve months. | ||
Unrecognized tax benefits that would impact effective tax rate | $ 1,000,000 | $ 1,000,000 | |
U K Subsidiary | |||
Income Tax [Line Items] | |||
Accumulated earnings | 9,700,000 | ||
Potential additional taxes payable | 3,400,000 | ||
State Tax | |||
Income Tax [Line Items] | |||
Increase in deferred tax expense | 2,000,000 | ||
State Tax | ASU 2016-09 | |||
Income Tax [Line Items] | |||
Excess tax benefits related to stock-based compensation | 4,500,000 | ||
U.S. federal | ASU 2016-09 | |||
Income Tax [Line Items] | |||
Excess tax benefits related to stock-based compensation | $ 0 | ||
Seamless North America, LLC | |||
Income Tax [Line Items] | |||
Income tax provision (benefits) | (400,000) | ||
Deferred tax benefit | (2,200,000) | ||
Increase in deferred tax expense | $ 1,800,000 |
Deferred Income Tax Assets and
Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Loss and credit carryforwards | $ 6,714 | $ 5,134 |
Accrued expenses | 2,096 | 1,934 |
Stock-based compensation | 9,823 | 8,330 |
Total deferred tax assets | 18,633 | 15,398 |
Valuation allowance | (1,610) | (910) |
Net deferred tax assets | 17,023 | 14,488 |
Deferred tax liabilities: | ||
Fixed assets | (5,738) | (2,269) |
Intangible assets | (117,172) | (99,803) |
Prepaid expenses | (2,135) | |
Total deferred tax liabilities | (125,045) | (102,072) |
Net deferred tax liability | $ (108,022) | $ (87,584) |
Tax Loss and Credit Carryforwar
Tax Loss and Credit Carryforwards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
U.S. federal | |||
Tax Credit Carryforward [Line Items] | |||
Tax loss carryforwards | $ 483 | $ 3,284 | |
Tax credit carryforwards, Expiration year | Dec. 31, 2027 | ||
State and Local | |||
Tax Credit Carryforward [Line Items] | |||
Tax loss carryforwards | $ 5,265 | 5,753 | |
Tax credit carryforwards, Expiration year | Dec. 31, 2027 | ||
Illinois Edge | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | [1] | $ 5,045 | $ 3,829 |
Tax credit carryforwards, Expiration year | [1] | Dec. 31, 2017 | |
[1] | Amounts are before the federal benefit of state tax |
Unrecognized Tax Benefit Activi
Unrecognized Tax Benefit Activity Excluding Related Accrual for Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of period | $ 2,932 | $ 3,188 |
Reductions for tax positions of prior years | (296) | |
Additions for tax positions of prior years | 413 | 40 |
Balance at end of period | $ 3,345 | $ 2,932 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2014 | 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 | 85,692,333 | 84,979,869 | ||
Common stock, shares outstanding | 85,692,333 | 84,979,869 | ||
Treasury stock, shares | 0 | 0 | ||
Common stock repurchased and retired | $ 3,239,000 | |||
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] | ||||
Common stock repurchased and retired, Shares | 147,112 | |||
Common stock | Stock Repurchase Program | ||||
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 | Stock Repurchase Program | ||||
Class Of Stock [Line Items] | ||||
Authorized to repurchase of common stock | $ 100,000,000 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan matching contributions amount | $ 1.7 | $ 1.3 | $ 1 |
First Eligible Employee Percentage | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Companies matching on eligible employee contribution percentage | 100.00% | 100.00% | 100.00% |
Defined benefit plan eligible employee percentage | 3.00% | 3.00% | 3.00% |
Second Eligible Employee Percentage | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Companies matching on eligible employee contribution percentage | 50.00% | 50.00% | 50.00% |
Defined benefit plan eligible employee percentage | 2.00% | 2.00% | 2.00% |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | ||||
Net income | $ 49,557 | $ 38,077 | $ 24,263 | |
Preferred stock tax distributions | (320) | |||
Basic EPS | ||||
Net income attributable to common stockholders | 49,557 | 38,077 | 23,943 | |
Effect of Dilutive Securities | ||||
Preferred stock | 320 | |||
Diluted EPS | ||||
Net income attributable to common stockholders | $ 49,557 | $ 38,077 | $ 24,263 | |
Basic EPS, Shares | ||||
Weighted average number of shares outstanding, basic | 85,069 | 84,076 | 73,571 | |
Effect of Dilutive Securities, shares | ||||
Preferred stock, shares | [1] | 4,980 | ||
Diluted EPS, shares | ||||
Weighted average number of shares outstanding, diluted | 86,135 | 85,706 | 81,698 | |
Basic EPS, per share amount | ||||
Net income attributable to common stockholders, per share amount | $ 0.58 | $ 0.45 | $ 0.33 | |
Diluted EPS, per share amount | ||||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 0.58 | $ 0.44 | $ 0.30 | |
Restricted Stock Units and Restricted Stock Awards | ||||
Effect of Dilutive Securities, shares | ||||
Stock options, Restricted stock units and restricted stock awards, shares | 274 | 36 | ||
Stock Options | ||||
Effect of Dilutive Securities, shares | ||||
Stock options, Restricted stock units and restricted stock awards, shares | 792 | 1,594 | 3,147 | |
[1] | Upon the closing of the IPO, all shares of the Company’s then-outstanding convertible Series A Preferred Stock automatically converted into and aggregate of 19,284,113 shares of common stock. |
Computation of Basic and Dilu67
Computation of Basic and Diluted Net Income Per Share (Parenthetical) (Detail) | Apr. 04, 2014shares |
Common stock | IPO | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |
Number of Series A preferred stock shares converted into common stock | 19,284,113 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options | |||
Anti-dilutive shares underlying stock-based awards: | |||
Anti-dilutive shares underlying stock-based awards | 552,108 | 2,380,813 | 407,328 |
Restricted Stock Units | |||
Anti-dilutive shares underlying stock-based awards: | |||
Anti-dilutive shares underlying stock-based awards | 212,170 | 464,930 | 657 |
Schedule of Fair Value Assets M
Schedule of Fair Value Assets Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - Level 2 - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 155,249 | $ 165,146 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 1,723 | 1,083 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 131,937 | 113,586 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 16,089 | 41,473 |
U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 5,500 | $ 9,004 |