Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 86,203,554 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 275,037 | $ 239,528 |
Short term investments | 86,235 | 84,091 |
Accounts receivable, less allowances for doubtful accounts | 62,400 | 60,550 |
Prepaid expenses | 9,245 | 12,168 |
Total current assets | 432,917 | 396,337 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 51,579 | 46,555 |
OTHER ASSETS: | ||
Other assets | 4,316 | 4,530 |
Goodwill | 436,455 | 436,455 |
Acquired intangible assets, net of amortization | 313,357 | 313,630 |
Total other assets | 754,128 | 754,615 |
TOTAL ASSETS | 1,238,624 | 1,197,507 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 94,660 | 83,349 |
Accounts payable | 10,030 | 7,590 |
Accrued payroll | 5,805 | 7,338 |
Taxes payable | 3,062 | 865 |
Other accruals | 18,950 | 11,348 |
Total current liabilities | 132,507 | 110,490 |
LONG TERM LIABILITIES: | ||
Deferred taxes, non-current | 100,631 | 108,022 |
Other accruals | 6,898 | 6,876 |
Total long term liabilities | 107,529 | 114,898 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Series A Convertible Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of March 31, 2017 and December 31, 2016; issued and outstanding: no shares as of March 31, 2017 and December 31, 2016. | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at March 31, 2017 and December 31, 2016; issued and outstanding: 85,941,215 and 85,692,333 shares as of March 31, 2017 and December 31, 2016, respectively | 9 | 9 |
Accumulated other comprehensive loss | (1,971) | (2,078) |
Additional paid-in capital | 811,727 | 805,731 |
Retained earnings | 188,823 | 168,457 |
Total Stockholders’ Equity | 998,588 | 972,119 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,238,624 | $ 1,197,507 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 85,941,215 | 85,692,333 |
Common stock, shares outstanding | 85,941,215 | 85,692,333 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 156,134 | $ 112,240 |
Costs and expenses: | ||
Sales and marketing | 35,438 | 28,833 |
Operations and support | 59,519 | 34,987 |
Technology (exclusive of amortization) | 13,192 | 10,192 |
General and administrative | 12,960 | 13,589 |
Depreciation and amortization | 10,040 | 7,308 |
Total costs and expenses | 131,149 | 94,909 |
Income before provision for income taxes | 24,985 | 17,331 |
Provision for income taxes | 7,270 | 7,398 |
Net income attributable to common stockholders | $ 17,715 | $ 9,933 |
Net income per share attributable to common stockholders: | ||
Basic | $ 0.21 | $ 0.12 |
Diluted | $ 0.20 | $ 0.12 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | ||
Basic | 85,874 | 84,710 |
Diluted | 87,120 | 85,699 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 17,715 | $ 9,933 |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | 107 | (222) |
COMPREHENSIVE INCOME | $ 17,822 | $ 9,711 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 17,715 | $ 9,933 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 2,412 | 1,344 |
Provision for doubtful accounts | 95 | 443 |
Deferred taxes | (4,741) | (3,321) |
Amortization of intangible assets | 7,628 | 5,964 |
Stock-based compensation | 7,243 | 6,901 |
Deferred rent | 58 | 135 |
Other | (110) | (109) |
Change in assets and liabilities, net of the effects of business acquisitions: | ||
Accounts receivable | (1,721) | (9,956) |
Prepaid expenses and other assets | 2,957 | (136) |
Restaurant food liability | 11,297 | 10,081 |
Accounts payable | 483 | (5,434) |
Accrued payroll | (1,534) | (1,034) |
Other accruals | 9,808 | 3,855 |
Net cash provided by operating activities | 51,590 | 18,666 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of investments | (57,783) | (56,227) |
Proceeds from maturity of investments | 55,833 | 76,615 |
Capitalized website and development costs | (4,150) | (2,331) |
Purchases of property and equipment | (3,056) | (3,259) |
Acquisition of other intangible assets | (5,000) | (250) |
Other cash flows from investing activities | 91 | (173) |
Net cash provided by (used in) investing activities | (14,065) | 14,375 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchases of common stock | (9,771) | |
Proceeds from exercise of stock options | 1,584 | 1,012 |
Excess tax benefits related to stock-based compensation | 10,610 | |
Taxes paid related to net settlement of stock-based compensation awards | (3,688) | (682) |
Net cash provided by (used in) financing activities | (2,104) | 1,169 |
Net change in cash and cash equivalents | 35,421 | 34,210 |
Effect of exchange rates on cash | 88 | (191) |
Cash and cash equivalents at beginning of year | 239,528 | 169,293 |
Cash and cash equivalents at end of the period | 275,037 | 203,312 |
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS | ||
Cash paid for income taxes | 746 | |
Capitalized property, equipment and website and development costs in accounts payable at period end | $ 1,956 | $ 1,423 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Grubhub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the “Company”) provide an online and mobile platform for restaurant pick-up and delivery orders. Diners enter their delivery address or use geo-location within the mobile applications and the Company displays the menus and other relevant information for restaurants in its network. Orders may be placed directly online, via mobile applications or over the phone at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of Grubhub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly-owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 28, 2017 (the “2016 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the three months ended March 31, 2017 related to goodwill, business combinations and stock-based compensation. 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 Company performs its annual goodwill impairment test as of September 30 th 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; therefore, ASU 2017-01 is effective for transactions beginning in the first quarter of 2017 on a prospective basis. There were no transactions during the quarter ended March 31, 2017 that met the definition of a business combination. The adoption of ASU 2017-01 did not have, and 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 . 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. ASU 2016-09 is effective for and was adopted by the Company beginning in the first quarter of 2017 : • During the three months ended March 31, 2017, the Company recognized excess tax benefits from stock-based compensation of $1.9 million within provision for income taxes on the condensed consolidated statements of operations and within net income on the condensed consolidated statements of cash flows. Prior to adoption, the tax effect of stock-based awards would have been recognized in additional paid-in capital on the condensed consolidated balance sheets and separately stated in financing activities in the condensed consolidated statements of cash flows (adopted prospectively). • The Company has elected to continue to estimate forfeitures of stock-based awards over the service period. • The Company recorded a cumulative-effect adjustment for previously unrecognized excess tax benefits of $2.7 million to opening retained • The excess tax benefits from the assumed proceeds available to repurchase shares were excluded in the computation of diluted earnings per share for the three months ended March 31, 2017 (adopted prospectively). In February 2016, the FASB issued Accounting Standards Update No. In May 2014, the FASB issued Accounting Standards Update No. , 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, “ (“ASU 2016-12”), 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 | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2016 Acquisition 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. The excess of the consideration transferred in the acquisition over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill, which represents the opportunity to expand restaurant delivery services and enhance the breadth and depth of the Company’s restaurant networks. Of The assets acquired and liabilities assumed of LABite were recorded at their estimated fair values as of the closing date of May 5, 2016. The following table summarizes the 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 Additional Information The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the customer (restaurant) relationships, developed technology and trademarks. The fair value of the trademarks was measured based on the relief from royalty method. The cost approach, specifically the cost to recreate method, was used to value the developed technology. The income approach, specifically the multi-period excess earnings method, was used to value the customer (restaurant) relationships. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company incurred certain expenses directly and indirectly related to acquisitions which were recognized in general and administrative expenses within the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 of $0.4 Pro Forma The following unaudited pro forma information presents a summary of the operating results of the Company for the three months ended March 31, 2016 as if the acquisition had occurred as of January 1 of the year prior to acquisition: Three Months Ended March 31, 2016 (in thousands, except per share data) Revenues $ 119,038 Net income 11,339 Net income per share attributable to common shareholders: Basic $ 0.13 Diluted $ 0.13 The pro forma adjustments reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred and pro forma tax adjustments for three months ended March 31, 2016 as follows: Three Months Ended March 31, 2016 (in thousands) Depreciation and amortization $ 1,023 Transaction costs (831 ) Income tax benefit (82 ) The unaudited pro forma revenues and net income are not intended to represent or be indicative of the Company’s condensed consolidated results of operations or financial condition that would have been reported had the acquisition been completed as of the beginning of the |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 69,104 $ — $ (59 ) $ 69,045 Short term investments Commercial paper 76,734 — (196 ) 76,538 Corporate bonds 9,501 6 (6 ) 9,501 Total $ 155,339 $ 6 $ (261 ) $ 155,084 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 All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of March 31, 2017. 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 March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 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 $ 145,583 $ (255 ) $ — $ — $ 145,583 $ (255 ) Corporate bonds 5,969 (6 ) — — 5,969 (6 ) Total $ 151,552 $ (261 ) $ — $ — $ 151,552 $ (261 ) 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 ) During the three months ended March 31, 2017 and 2016, the Company recognized interest income of $0.4 million and $0.2 million, respectively, in general and administrative expenses within the condensed consolidated statements of operations. During the three months ended March 31, 2017 and 2016, the Company did not recognize any other-than-temporary impairment losses related to its marketable securities. The Company’s marketable securities are classified within Level 2 of the fair value hierarchy (see Note 13, Fair Value Measurement, |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 7,467 $ (6,768 ) $ 699 $ 10,640 $ (9,575 ) $ 1,065 Customer and vendor relationships, databases 282,751 (64,633 ) 218,118 282,751 (60,437 ) 222,314 Trademarks 106 (106 ) — 969 (582 ) 387 Other 5,250 (386 ) 4,864 250 (62 ) 188 Total amortizable intangible assets 295,574 (71,893 ) 223,681 294,610 (70,656 ) 223,954 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 385,250 $ (71,893 ) $ 313,357 $ 384,286 $ (70,656 ) $ 313,630 The gross carrying amount and accumulated amortization of the Company’s developed technology and trademark intangible assets were adjusted by $3.2 million and $0.9 million, respectively, as of March 31, 2017 for certain fully amortized assets that were no longer in use. Amortization expense for acquired intangible assets was $5.3 million and $5.0 million for the three months ended March 31, 2017 and 2016, respectively. There were no changes in the carrying amount of goodwill during the three months ended March 31, 2017. In January 2017, the Company entered into an agreement with Zoomer Inc. (“Zoomer”) whereby Zoomer waived non-solicitation provisions allowing the Company to engage the services of certain former Zoomer employees and consultants. The Company made total payments of $5.0 million to Zoomer during the in accordance with the terms of the agreement. The Company Estimated future amortization expense of acquired intangible assets as of March 31, 2017 was as follows: (in thousands) The remainder of 2017 $ 14,311 2018 19,081 2019 16,904 2020 14,987 2021 14,987 Thereafter 143,411 Total $ 223,681 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment The components of the Company’s property and equipment as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 (in thousands) Computer equipment $ 20,317 $ 17,548 Furniture and fixtures 5,239 4,842 Developed software 32,120 26,460 Purchased software and digital assets 1,751 1,360 Leasehold improvements 19,388 19,038 Property and equipment 78,815 69,248 Accumulated amortization and depreciation (27,236 ) (22,693 ) Property and equipment, net $ 51,579 $ 46,555 The Company recorded depreciation and amortization expense for property and equipment other than developed software of $2.3 million and $1.4 million for the three months ended March 31, 2017 and 2016, respectively. The Company capitalized developed software costs of $5.7 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Legal In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California (the “Court”), Case No. 3:11-cv-1810 (“’1810 action”). In March 2012, Ameranth initiated eight additional actions for infringement of a 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 March 31, 2017, 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, Indemnification In connection with the merger of Seamless North America, LLC, Seamless Holdings Corporation and Grubhub Holdings Inc. in August 2013, the Company agreed to indemnify Aramark Holdings Corporation for negative income tax consequences associated with the October 2012 spin-off of Seamless Holdings Corporation that were the result of certain actions taken by the Company through October 29, 2014, in certain instances subject to a $15.0 million limitation. Management is not aware of any actions that would impact the indemnification obligation. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017. There have been no changes in the terms of the Credit Agreement during the three months ended March 31, 2017. During the three months ended March 31, 2017, the Company recognized interest expense of $0.2 million in general and administrative expenses within the condensed consolidated statements of operations. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company has granted stock options, restricted stock units and restricted stock awards under its incentive plans. Stock-based Compensation Expense The total stock-based compensation expense related to all stock-based awards was $7.2 million and $6.9 million during the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, $100.8 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 3.3 years. The total unrecognized stock-based compensation expense to be recognized in future periods as of March 31, 2017 does not consider the effect of stock-based awards that may be granted in subsequent periods. Excess tax benefits reflect the total of the individual stock option exercise transactions and vesting of restricted stock awards and restricted stock units in which the reduction to the Company’s income tax liability is greater than the deferred tax assets that were previously recorded. During the three months ended March 31, 2017, the Company recognized excess tax benefits from stock-based compensation of $1.9 million within provision for income taxes on the condensed consolidated statements of operations and within cash flows from operating activities on the condensed consolidated statements of cash flows. three months Significant Accounting Policies, The Company capitalized $0.9 million and $0.4 million during the three months ended March 31, 2017 and 2016, respectively, of stock-based compensation expense as website and software development costs Stock Options The Company granted 592,859 and 82,912 stock options during the three months ended March 31, 2017 and 2016, respectively. The fair value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected volatilities are based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock due to its limited trading history as there The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used to determine the fair value of the stock options granted during the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Weighted-average fair value options granted $ 15.10 $ 10.28 Average risk-free interest rate 1.65 % 1.55 % Expected stock price volatilities 48.8 % 50.8 % Dividend yield None None Expected stock option life (years) (a) 4.00 6.08 (a) During the three months ended March 31, 2017, the expected term calculation for option awards was based on the Company’s historical exercise experience and estimated future exercise behavior. During the three months ended March 31, 2016, the expected term of option awards was estimated using a simplified method due to the limited period of time stock-based awards had been exercisable. _____________________________________________________________________________________________________________ Stock option awards as of December 31, 2016 and March 31, 2017, and changes during the ended , were as follows Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2016 2,992,724 $ 22.43 $ 46,608 7.68 Granted 592,859 38.20 Forfeited (57,296 ) 30.29 Exercised (99,588 ) 15.91 Outstanding at March 31, 2017 3,428,699 25.21 32,900 7.88 Vested and expected to vest at March 31, 2017 3,131,565 25.15 30,425 7.88 Exercisable at March 31, 2017 1,421,352 $ 18.76 $ 21,497 6.86 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. 2016 The Company recorded compensation expense for stock options of $2.9 2016 Restricted Stock Units and Restricted Stock Awards Non-vested restricted stock units as of December 31, 2016 March 31, 2017 three months March 31, 2017 Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2016 1,516,354 $ 28.46 Granted 1,288,932 36.76 Forfeited (61,892 ) 31.87 Vested (243,278 ) 25.44 Outstanding at March 31, 2017 2,500,116 $ 32.95 During the three months ended March 31, 2017 and 2016 , compensation expense related to restricted stock units was $4.3 March 31, 2017 March 31, 2017 Compensation expense recognized related to restricted stock awards was $1.7 million during the three months ended March 31, 2016. March 31, 2017 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes As of March 31, 2017, the New York City Department of Finance is 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of March 31, 2017 and December 31, 2016 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 March 31, 2017 and December 31, 2016 500,000,000 2016 85,692,333 2016 On January 22, 2016, the Company’s Board of Directors approved a program that authorizes the repurchase of up to $100 million of the Company’s common stock exclusive of any fees, commissions or other expenses relating to such repurchases through open market purchases or privately negotiated transactions at the prevailing market price at the time of purchase. The repurchase program was announced on January 25, 2016. The repurchased stock may be retired or held as authorized but unissued treasury shares. The repurchase authorizations do not obligate the Company to acquire any particular amount of common stock or adopt any particular method of repurchase Series A Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock. There were no issued or outstanding shares of preferred stock as of March 31, 2017 or December 31, 2016 The Company’s equity as of December 31, 2016 and March 31, 2017 , and changes during the three months ended March 31, 2017 , were as follows: (in thousands) Balance at December 31, 2016 $ 972,119 Net income 17,715 Cumulative effect of change in accounting principle (a) 2,650 Currency translation 107 Stock-based compensation 8,101 Shares repurchased and retired to satisfy tax withholding upon vesting (3,688 ) Stock option exercises, net of withholdings and other 1,584 Balance at March 31, 2017 $ 998,588 (a) See Note 2, Significant Accounting Policies, _________________________________________________________________________ |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Attributable to Common Stockholders | 12. Earnings Per Share Attributable to Common Stockholders Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income per share attributable to common stockholders is computed by dividing net income by the weighted-average number of common shares outstanding during the period and potentially dilutive common stock equivalents, including stock options, restricted stock units and restricted stock awards, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and vesting of restricted stock units and restricted stock awards using the treasury stock method. The calculation of weighted-average dilutive shares outstanding for the three months ended March 31, 2017 was impacted by the adoption of ASU 2016-09. See Note 2, Significant Accounting Policies The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the three months ended March 31, 2017 and 2016 Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 17,715 85,874 $ 0.21 $ 9,933 84,710 $ 0.12 Effect of Dilutive Securities Stock options — 835 — 900 Restricted stock units and restricted stock awards — 411 — 89 Diluted EPS Net income attributable to common stockholders $ 17,715 87,120 $ 0.20 $ 9,933 85,699 $ 0.12 During the three months ended March 31, 2016, the Company repurchased and retired 506,673 shares of its common stock at a weighted-average share price of $19.26, or an aggregate of $9.8 million. The repurchases resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net earnings per share from the dates of the repurchases. See Note 11, Stockholders’ Equity, The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Anti-dilutive shares underlying stock-based awards: Stock options 1,432,715 2,272,040 Restricted stock units 1,150,714 1,280,982 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 13. Fair Value Measurement Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The accounting guidance for fair value measurements prioritizes valuation methodologies based on the reliability of the inputs in the following three-tier value hierarchy: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. The Company applied the following methods and assumptions in estimating its fair value measurements: the Company’s commercial paper, investments in corporate and U.S. government agency bonds and certain money market funds are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly. Accounts receivable and accounts payable approximate fair value due to their generally short-term maturities. The following table presents the balances of assets measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 514 $ — $ — $ 1,723 $ — Commercial paper — 145,583 — — 131,937 — Corporate bonds — 9,501 — — 16,089 — U.S. government agency bonds — — — — 5,500 — Total $ — $ 155,598 $ — $ — $ 155,249 $ — In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions. See Note 3, Acquisitions |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of Grubhub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly-owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 28, 2017 (the “2016 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. |
Changes in Accounting Principle | Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the three months ended March 31, 2017 related to goodwill, business combinations and stock-based compensation. |
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 Company performs its annual goodwill impairment test as of September 30 th 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; therefore, ASU 2017-01 is effective for transactions beginning in the first quarter of 2017 on a prospective basis. There were no transactions during the quarter ended March 31, 2017 that met the definition of a business combination. The adoption of ASU 2017-01 did not have, and 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 . 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. ASU 2016-09 is effective for and was adopted by the Company beginning in the first quarter of 2017 : • During the three months ended March 31, 2017, the Company recognized excess tax benefits from stock-based compensation of $1.9 million within provision for income taxes on the condensed consolidated statements of operations and within net income on the condensed consolidated statements of cash flows. Prior to adoption, the tax effect of stock-based awards would have been recognized in additional paid-in capital on the condensed consolidated balance sheets and separately stated in financing activities in the condensed consolidated statements of cash flows (adopted prospectively). • The Company has elected to continue to estimate forfeitures of stock-based awards over the service period. • The Company recorded a cumulative-effect adjustment for previously unrecognized excess tax benefits of $2.7 million to opening retained • The excess tax benefits from the assumed proceeds available to repurchase shares were excluded in the computation of diluted earnings per share for the three months ended March 31, 2017 (adopted prospectively). In February 2016, the FASB issued Accounting Standards Update No. In May 2014, the FASB issued Accounting Standards Update No. , 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, “ (“ASU 2016-12”), 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 (Tables)
Acquisitions (Tables) - LABite | 3 Months Ended |
Mar. 31, 2017 | |
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 |
Pro Forma Summary of Operation | The following unaudited pro forma information presents a summary of the operating results of the Company for the three months ended March 31, 2016 as if the acquisition had occurred as of January 1 of the year prior to acquisition: Three Months Ended March 31, 2016 (in thousands, except per share data) Revenues $ 119,038 Net income 11,339 Net income per share attributable to common shareholders: Basic $ 0.13 Diluted $ 0.13 |
Pro Forma Adjustments | The pro forma adjustments reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred and pro forma tax adjustments for three months ended March 31, 2016 as follows: Three Months Ended March 31, 2016 (in thousands) Depreciation and amortization $ 1,023 Transaction costs (831 ) Income tax benefit (82 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 69,104 $ — $ (59 ) $ 69,045 Short term investments Commercial paper 76,734 — (196 ) 76,538 Corporate bonds 9,501 6 (6 ) 9,501 Total $ 155,339 $ 6 $ (261 ) $ 155,084 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 |
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 March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 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 $ 145,583 $ (255 ) $ — $ — $ 145,583 $ (255 ) Corporate bonds 5,969 (6 ) — — 5,969 (6 ) Total $ 151,552 $ (261 ) $ — $ — $ 151,552 $ (261 ) 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 ) |
Goodwill and Acquired Intangi23
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 7,467 $ (6,768 ) $ 699 $ 10,640 $ (9,575 ) $ 1,065 Customer and vendor relationships, databases 282,751 (64,633 ) 218,118 282,751 (60,437 ) 222,314 Trademarks 106 (106 ) — 969 (582 ) 387 Other 5,250 (386 ) 4,864 250 (62 ) 188 Total amortizable intangible assets 295,574 (71,893 ) 223,681 294,610 (70,656 ) 223,954 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 385,250 $ (71,893 ) $ 313,357 $ 384,286 $ (70,656 ) $ 313,630 |
Components of Acquired Intangible Assets (Infinite Lived) | The components of acquired intangible assets as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Developed technology $ 7,467 $ (6,768 ) $ 699 $ 10,640 $ (9,575 ) $ 1,065 Customer and vendor relationships, databases 282,751 (64,633 ) 218,118 282,751 (60,437 ) 222,314 Trademarks 106 (106 ) — 969 (582 ) 387 Other 5,250 (386 ) 4,864 250 (62 ) 188 Total amortizable intangible assets 295,574 (71,893 ) 223,681 294,610 (70,656 ) 223,954 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 385,250 $ (71,893 ) $ 313,357 $ 384,286 $ (70,656 ) $ 313,630 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of March 31, 2017 was as follows: (in thousands) The remainder of 2017 $ 14,311 2018 19,081 2019 16,904 2020 14,987 2021 14,987 Thereafter 143,411 Total $ 223,681 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 (in thousands) Computer equipment $ 20,317 $ 17,548 Furniture and fixtures 5,239 4,842 Developed software 32,120 26,460 Purchased software and digital assets 1,751 1,360 Leasehold improvements 19,388 19,038 Property and equipment 78,815 69,248 Accumulated amortization and depreciation (27,236 ) (22,693 ) Property and equipment, net $ 51,579 $ 46,555 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Weighted-average fair value options granted $ 15.10 $ 10.28 Average risk-free interest rate 1.65 % 1.55 % Expected stock price volatilities 48.8 % 50.8 % Dividend yield None None Expected stock option life (years) (a) 4.00 6.08 (a) During the three months ended March 31, 2017, the expected term calculation for option awards was based on the Company’s historical exercise experience and estimated future exercise behavior. During the three months ended March 31, 2016, the expected term of option awards was estimated using a simplified method due to the limited period of time stock-based awards had been exercisable. _____________________________________________________________________________________________________________ |
Summary of Stock Option Activity | Stock option awards as of December 31, 2016 and March 31, 2017, and changes during the ended , were as follows Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2016 2,992,724 $ 22.43 $ 46,608 7.68 Granted 592,859 38.20 Forfeited (57,296 ) 30.29 Exercised (99,588 ) 15.91 Outstanding at March 31, 2017 3,428,699 25.21 32,900 7.88 Vested and expected to vest at March 31, 2017 3,131,565 25.15 30,425 7.88 Exercisable at March 31, 2017 1,421,352 $ 18.76 $ 21,497 6.86 |
Non-vested Restricted Stock Units | Non-vested restricted stock units as of December 31, 2016 March 31, 2017 three months March 31, 2017 Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2016 1,516,354 $ 28.46 Granted 1,288,932 36.76 Forfeited (61,892 ) 31.87 Vested (243,278 ) 25.44 Outstanding at March 31, 2017 2,500,116 $ 32.95 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity and Changes in Equity During Period | The Company’s equity as of December 31, 2016 and March 31, 2017 , and changes during the three months ended March 31, 2017 , were as follows: (in thousands) Balance at December 31, 2016 $ 972,119 Net income 17,715 Cumulative effect of change in accounting principle (a) 2,650 Currency translation 107 Stock-based compensation 8,101 Shares repurchased and retired to satisfy tax withholding upon vesting (3,688 ) Stock option exercises, net of withholdings and other 1,584 Balance at March 31, 2017 $ 998,588 (a) See Note 2, Significant Accounting Policies, _________________________________________________________________________ |
Earnings Per Share Attributab27
Earnings Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the three months ended March 31, 2017 and 2016 Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 17,715 85,874 $ 0.21 $ 9,933 84,710 $ 0.12 Effect of Dilutive Securities Stock options — 835 — 900 Restricted stock units and restricted stock awards — 411 — 89 Diluted EPS Net income attributable to common stockholders $ 17,715 87,120 $ 0.20 $ 9,933 85,699 $ 0.12 |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share | The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three months ended March 31, 2017 and 2016 were as follows: Three Months Ended March 31, 2017 2016 Anti-dilutive shares underlying stock-based awards: Stock options 1,432,715 2,272,040 Restricted stock units 1,150,714 1,280,982 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Money market funds $ — $ 514 $ — $ — $ 1,723 $ — Commercial paper — 145,583 — — 131,937 — Corporate bonds — 9,501 — — 16,089 — U.S. government agency bonds — — — — 5,500 — Total $ — $ 155,598 $ — $ — $ 155,249 $ — |
Significant Accounting Polici29
Significant Accounting Policies - Additional Information (Detail) - ASU 2016-09 $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Significant Accounting Policies [Line Items] | ||
Recognized excess tax benefits from stock-based compensation | $ 1,900 | |
Cumulative-effect adjustment for previously unrecognized excess tax benefits | $ 2,650 | [1] |
[1] | See Note 2, Significant Accounting Policies, for additional details related to the impact of the adoption of ASU 2016-09 during the three months ended March 31, 2017. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | May 05, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill related to acquisition | $ 436,455 | $ 436,455 | ||
General and administrative expenses | ||||
Business Acquisition [Line Items] | ||||
Direct and indirect expense incurred related to acquisitions | $ 400 | $ 800 | ||
LABite | ||||
Business Acquisition [Line Items] | ||||
Net cash payments to acquire businesses | $ 65,849 | |||
Cash acquired in business acquisition | $ 2,566 | |||
Acquisition date | May 5, 2016 | |||
Goodwill related to acquisition | $ 40,235 | |||
Goodwill expected to be deductible for income tax purposes | $ 5,000 |
Schedule of Acquisition-Date Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Thousands | May 05, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 436,455 | $ 436,455 | |
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 | ||
Customer and vendor relationships | LABite | |||
Business Acquisition [Line Items] | |||
Intangible assets | 46,513 | ||
Developed technology | LABite | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,731 | ||
Trademarks | LABite | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 440 |
Pro forma Summary of Operation
Pro forma Summary of Operation (Detail) - LABite $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ | $ 119,038 |
Net income | $ | $ 11,339 |
Net income per share attributable to common shareholders: | |
Basic | $ / shares | $ 0.13 |
Diluted | $ / shares | $ 0.13 |
Pro Forma Adjustments for Addit
Pro Forma Adjustments for Additional Amortization of That Would Have Been Recognized on the Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||
Income tax benefit | $ 7,270 | $ 7,398 |
LABite | Pro Forma | ||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||
Depreciation and amortization | 1,023 | |
Transaction costs | (831) | |
Income tax benefit | $ (82) |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 155,339 | $ 153,766 |
Unrealized Gains | 6 | 7 |
Unrealized Losses | (261) | (247) |
Estimated Fair Value | 155,084 | 153,526 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 69,104 | 59,175 |
Unrealized Gains | 2 | |
Unrealized Losses | (59) | (28) |
Estimated Fair Value | 69,045 | 59,149 |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 76,734 | 73,002 |
Unrealized Losses | (196) | (214) |
Estimated Fair Value | 76,538 | 72,788 |
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 | 9,501 | 11,089 |
Unrealized Gains | 6 | 4 |
Unrealized Losses | (6) | (5) |
Estimated Fair Value | $ 9,501 | 11,088 |
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 |
Summary of Continuous Unrealize
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 151,552 | $ 137,494 |
Unrealized Loss, Less Than 12 Months | (261) | (247) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 151,552 | 137,494 |
Unrealized Loss, Total | (261) | (247) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 145,583 | 130,938 |
Unrealized Loss, Less Than 12 Months | (255) | (242) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 145,583 | 130,938 |
Unrealized Loss, Total | (255) | (242) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 5,969 | 6,556 |
Unrealized Loss, Less Than 12 Months | (6) | (5) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 5,969 | 6,556 |
Unrealized Loss, Total | $ (6) | $ (5) |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule Of Held To Maturity Securities [Line Items] | ||
Other-than-temporary impairment losses related to marketable securities | $ 0 | $ 0 |
General and Administrative Expenses | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Interest income | $ 400,000 | $ 200,000 |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 295,574 | $ 294,610 |
Amortizable intangible assets, Accumulated Amortization | (71,893) | (70,656) |
Amortizable intangible assets, Net Carrying Value | 223,681 | 223,954 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 385,250 | 384,286 |
Total acquired intangible assets, Net Carrying Value | 313,357 | 313,630 |
Developed technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 7,467 | 10,640 |
Amortizable intangible assets, Accumulated Amortization | (6,768) | (9,575) |
Amortizable intangible assets, Net Carrying Value | 699 | 1,065 |
Customer and vendor relationships, databases | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 282,751 | 282,751 |
Amortizable intangible assets, Accumulated Amortization | (64,633) | (60,437) |
Amortizable intangible assets, Net Carrying Value | 218,118 | 222,314 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 106 | 969 |
Amortizable intangible assets, Accumulated Amortization | (106) | (582) |
Amortizable intangible assets, Net Carrying Value | 387 | |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 5,250 | 250 |
Amortizable intangible assets, Accumulated Amortization | (386) | (62) |
Amortizable intangible assets, Net Carrying Value | $ 4,864 | $ 188 |
Goodwill and Acquired Intangi38
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | $ 295,574,000 | $ 294,610,000 | |
Intangible assets amortization expense | 5,300,000 | $ 5,000,000 | |
Changes in carrying amount of goodwill | 0 | ||
Acquired other intangible assets | 5,000,000 | $ 250,000 | |
Developed technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | 7,467,000 | 10,640,000 | |
Developed technology | Fully amortized assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | 3,200,000 | ||
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | 106,000 | $ 969,000 | |
Trademarks | Fully amortized assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | 900,000 | ||
Assembled Workforce Asset | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 5,000,000 | ||
Acquired intangible assets, useful life | 2 years 9 months |
Estimated Future Amortization o
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
The remainder of 2017 | $ 14,311 | |
2,018 | 19,081 | |
2,019 | 16,904 | |
2,020 | 14,987 | |
2,021 | 14,987 | |
Thereafter | 143,411 | |
Amortizable intangible assets, Net Carrying Value | $ 223,681 | $ 223,954 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 78,815 | $ 69,248 |
Accumulated amortization and depreciation | (27,236) | (22,693) |
Property and equipment, net | 51,579 | 46,555 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 20,317 | 17,548 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 5,239 | 4,842 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 32,120 | 26,460 |
Purchased Software and Digital Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,751 | 1,360 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 19,388 | $ 19,038 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 10,040 | $ 7,308 |
Capitalized developed software costs | 5,700 | 3,000 |
Property And Equipment Excluding Developed Software | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | 2,300 | 1,400 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 2,400 | $ 900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 31, 2017USD ($) |
Maximum | Merger Income Tax Consequences | |
Loss Contingencies [Line Items] | |
Indemnification related to business combination | $ 15 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Apr. 29, 2016 | Mar. 31, 2017 |
General and administrative expenses | ||
Line Of Credit Facility [Line Items] | ||
Interest Expense | $ 200,000 | |
Credit Agreement | ||
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 | |
Credit Agreement | Maximum | ||
Line Of Credit Facility [Line Items] | ||
Secured revolving credit facility, additional borrowing capacity | $ 30,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 7,243,000 | $ 6,901,000 | |
Total unrecognized stock-based compensation expense | $ 100,800,000 | ||
Unrecognized compensation expense recognition period | 3 years 3 months 18 days | ||
Excess tax benefit related to stock-based compensation, decrease in operating activities | (10,610,000) | ||
Excess tax benefits related to stock-based compensation | 10,610,000 | ||
Stock-based compensation capitalized as website and software development cost | $ 900,000 | $ 400,000 | |
Options, Granted | 592,859 | 82,912 | |
Aggregate intrinsic value of awards exercised | $ 2,200,000 | $ 2,800,000 | |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 2,900,000 | 3,700,000 | |
Unrecognized compensation expense recognition period | 2 years 9 months 18 days | ||
Unrecognized stock-based compensation expense | $ 24,100,000 | ||
Restricted Stock Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | 0 | 1,700,000 | |
Fair value of awards vested during the period | 1,700,000 | ||
Unrecognized compensation expense related to share based awards other than options | 0 | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 4,300,000 | 1,500,000 | |
Unrecognized compensation expense recognition period | 3 years 6 months | ||
Fair value of awards vested during the period | $ 9,500,000 | $ 100,000 | |
Unrecognized compensation expense related to share based awards other than options | $ 76,700,000 | ||
Non-vested restricted stock units or awards | 2,500,116 | 1,516,354 | |
Weighted average grant date fair value | $ 32.95 | $ 28.46 | |
ASU 2016-09 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Recognized excess tax benefits from stock-based compensation | $ 1,900,000 |
Assumptions Used to Determine F
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted-average fair value options granted | $ 15.10 | $ 10.28 | |
Average risk-free interest rate | 1.65% | 1.55% | |
Expected stock price volatilities | 48.80% | 50.80% | |
Dividend yield | 0.00% | 0.00% | |
Expected stock option life (years) | [1] | 4 years | 6 years 29 days |
[1] | During the three months ended March 31, 2017, the expected term calculation for option awards was based on the Company’s historical exercise experience and estimated future exercise behavior. During the three months ended March 31, 2016, the expected term of option awards was estimated using a simplified method due to the limited period of time stock-based awards had been exercisable. |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Options | |||
Options, Beginning Balance | 2,992,724 | ||
Options, Granted | 592,859 | 82,912 | |
Options, Forfeited | (57,296) | ||
Options, Exercised | (99,588) | ||
Options, Ending Balance | 3,428,699 | 2,992,724 | |
Options, Vested and expected to vest | 3,131,565 | ||
Options, Exercisable | 1,421,352 | ||
Weighted-Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning Balance | $ 22.43 | ||
Weighted-Average Exercise Price, Granted | 38.20 | ||
Weighted-Average Exercise Price, Forfeited | 30.29 | ||
Weighted-Average Exercise Price, Exercised | 15.91 | ||
Weighted-Average Exercise Price, Ending Balance | 25.21 | $ 22.43 | |
Weighted-Average Exercise Price, Vested and expected to vest | 25.15 | ||
Weighted-Average Exercise Price, Exercisable | $ 18.76 | ||
Aggregate Intrinsic Value/Weighted-Average Exercise Term | |||
Aggregate Intrinsic Value | $ 32,900 | $ 46,608 | |
Aggregate Intrinsic Value, Vested and expected to vest | 30,425 | ||
Aggregate Intrinsic Value, Exercisable | $ 21,497 | ||
Weighted-Average Exercise Term, Outstanding Balance | 7 years 10 months 17 days | 7 years 8 months 5 days | |
Weighted-Average Exercise Term, Vested and expected to vest | 7 years 10 months 17 days | ||
Weighted-Average Exercise Term, Exercisable | 6 years 10 months 10 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Units (Detail) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 1,516,354 |
Shares, Granted | shares | 1,288,932 |
Shares, Forfeited | shares | (61,892) |
Shares, Vested | shares | (243,278) |
Shares, Ending Balance | shares | 2,500,116 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 28.46 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 36.76 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 31.87 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 25.44 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 32.95 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax examination description | As of March 31, 2017, the New York City Department of Finance is 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. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Jan. 22, 2016 | |
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 | 85,941,215 | 85,692,333 | |
Common stock, shares outstanding | 85,941,215 | 85,692,333 | |
Treasury stock, shares | 0 | 0 | |
Series A Convertible Preferred Stock, shares authorized | 25,000,000 | 25,000,000 | |
Series A Convertible Preferred Stock, shares issued | 0 | 0 | |
Series A Convertible Preferred Stock, shares outstanding | 0 | 0 | |
Common stock | Stock Repurchase Program | |||
Class Of Stock [Line Items] | |||
Stock repurchase program, announced date | Jan. 25, 2016 | ||
Common stock repurchased, Shares | 0 | ||
Maximum | Common stock | Stock Repurchase Program | |||
Class Of Stock [Line Items] | |||
Authorized to repurchase of common stock | $ 100,000,000 |
Equity and Changes in Equity Du
Equity and Changes in Equity During Period (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Class Of Stock [Line Items] | |||
Balance at beginning of period | $ 972,119 | ||
Net income | 17,715 | $ 9,933 | |
Currency translation | 107 | $ (222) | |
Stock-based compensation | 8,101 | ||
Shares repurchased and retired to satisfy tax withholding upon vesting | (3,688) | ||
Stock option exercises, net of withholdings and other | 1,584 | ||
Balance at end of period | 998,588 | ||
ASU 2016-09 | |||
Class Of Stock [Line Items] | |||
Cumulative effect of change in accounting principle | [1] | $ 2,650 | |
[1] | See Note 2, Significant Accounting Policies, for additional details related to the impact of the adoption of ASU 2016-09 during the three months ended March 31, 2017. |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | ||
Net income attributable to common stockholders | $ 17,715 | $ 9,933 |
Basic EPS, Shares | ||
Weighted average number of shares outstanding, basic | 85,874 | 84,710 |
Diluted EPS, shares | ||
Weighted average number of shares outstanding, diluted | 87,120 | 85,699 |
Basic EPS, per share amount | ||
Net income attributable to common stockholders, per share amount | $ 0.21 | $ 0.12 |
Diluted EPS, per share amount | ||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 0.20 | $ 0.12 |
Stock Options | ||
Effect of Dilutive Securities, shares | ||
Stock options, Restricted stock units and restricted stock awards, shares | 835 | 900 |
Restricted Stock Units and Restricted Stock Awards | ||
Effect of Dilutive Securities, shares | ||
Stock options, Restricted stock units and restricted stock awards, shares | 411 | 89 |
Earnings Per Share Attributab52
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) - Common stock - Stock Repurchase Program $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Class Of Stock [Line Items] | |
Common stock repurchased and retired, Shares | shares | 506,673 |
Common stock repurchased and retired, average price paid per share | $ / shares | $ 19.26 |
Common stock repurchased and retired | $ | $ 9.8 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Options | ||
Anti-dilutive shares underlying stock-based awards: | ||
Anti-dilutive shares underlying stock-based awards | 1,432,715 | 2,272,040 |
Restricted Stock Units | ||
Anti-dilutive shares underlying stock-based awards: | ||
Anti-dilutive shares underlying stock-based awards | 1,150,714 | 1,280,982 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 155,598 | $ 155,249 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 514 | 1,723 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 145,583 | 131,937 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 9,501 | 16,089 |
U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 5,500 |