Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 87,194,255 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 3,292,229,504 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 683,067 | $ 493,331 | $ 361,825 |
Costs and expenses: | |||
Operations and support | 269,453 | 171,756 | 107,424 |
Sales and marketing | 150,730 | 110,323 | 91,150 |
Technology (exclusive of amortization) | 56,263 | 42,454 | 32,782 |
General and administrative | 65,023 | 50,482 | 41,013 |
Depreciation and amortization | 51,848 | 35,193 | 28,034 |
Total costs and expenses | 593,317 | 410,208 | 300,403 |
Income from operations | 89,750 | 83,123 | 61,422 |
Interest (income) expense - net | 102 | (729) | (507) |
Income before provision for income taxes | 89,648 | 83,852 | 61,929 |
Income tax (benefit) expense | (9,335) | 34,295 | 23,852 |
Net income attributable to common stockholders | $ 98,983 | $ 49,557 | $ 38,077 |
Net income per share attributable to common stockholders: | |||
Basic | $ 1.15 | $ 0.58 | $ 0.45 |
Diluted | $ 1.12 | $ 0.58 | $ 0.44 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | |||
Basic | 86,297 | 85,069 | 84,076 |
Diluted | 88,182 | 86,135 | 85,706 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 98,983 | $ 49,557 | $ 38,077 |
OTHER COMPREHENSIVE INCOME (LOSS) | |||
Foreign currency translation adjustments | 850 | (1,474) | (342) |
COMPREHENSIVE INCOME | $ 99,833 | $ 48,083 | $ 37,735 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 234,090 | $ 239,528 |
Short-term investments | 23,605 | 84,091 |
Accounts receivable, less allowances for doubtful accounts | 95,970 | 60,550 |
Prepaid expenses and other current assets | 6,818 | 12,168 |
Total current assets | 360,483 | 396,337 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 71,384 | 46,555 |
OTHER ASSETS: | ||
Other assets | 6,487 | 4,530 |
Goodwill | 589,862 | 436,455 |
Acquired intangible assets, net of amortization | 515,553 | 313,630 |
Total other assets | 1,111,902 | 754,615 |
TOTAL ASSETS | 1,543,769 | 1,197,507 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 119,922 | 83,349 |
Accounts payable | 7,607 | 7,590 |
Accrued payroll | 13,186 | 7,338 |
Taxes payable | 3,109 | 865 |
Short-term debt | 3,906 | |
Other accruals | 26,818 | 11,348 |
Total current liabilities | 174,548 | 110,490 |
LONG-TERM LIABILITIES: | ||
Deferred taxes, non-current | 74,292 | 108,022 |
Other accruals | 7,468 | 6,876 |
Long-term debt | 169,645 | |
Total long-term liabilities | 251,405 | 114,898 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of December 31, 2017 and December 31, 2016; issued and outstanding: no shares as of December 31, 2017 and December 31, 2016. | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at December 31, 2017 and December 31, 2016; issued and outstanding: 86,790,624 and 85,692,333 shares as of December 31, 2017 and December 31, 2016, respectively | 9 | 9 |
Accumulated other comprehensive loss | (1,228) | (2,078) |
Additional paid-in capital | 849,043 | 805,731 |
Retained earnings | 269,992 | 168,457 |
Total Stockholders’ Equity | 1,117,816 | 972,119 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,543,769 | $ 1,197,507 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred Stock, shares issued | 0 | 0 |
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 | 86,790,624 | 85,692,333 |
Common stock, shares outstanding | 86,790,624 | 85,692,333 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 98,983 | $ 49,557 | $ 38,077 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Depreciation | 11,775 | 8,921 | 5,085 |
Provision for doubtful accounts | 1,424 | 1,102 | 850 |
Deferred taxes | (31,179) | 1,027 | (3,835) |
Amortization of intangible assets | 40,073 | 26,272 | 22,949 |
Stock-based compensation | 32,748 | 23,559 | 13,450 |
Deferred rent | 849 | 1,286 | 32 |
Amortization of deferred loan costs | 487 | 365 | |
Investment premium amortization | (739) | (612) | 688 |
Other | 436 | (159) | (159) |
Change in assets and liabilities, net of the effects of business acquisitions: | |||
Accounts receivable | (27,833) | (17,488) | (4,343) |
Prepaid expenses and other assets | 4,112 | (8,765) | 242 |
Restaurant food liability | 8,576 | 16,451 | (29,409) |
Accounts payable | (4,244) | (3,204) | 3,312 |
Accrued payroll | 5,537 | 1,819 | (2,104) |
Other accruals | 11,735 | (2,453) | (80) |
Net cash provided by operating activities | 152,740 | 97,678 | 44,755 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of investments | (154,758) | (226,694) | (220,667) |
Proceeds from maturity of investments | 215,983 | 284,662 | 189,872 |
Capitalized website and development costs | (21,325) | (12,809) | (7,137) |
Purchases of property and equipment | (18,971) | (24,087) | (4,150) |
Acquisitions of businesses, net of cash acquired | (333,301) | (65,849) | (73,907) |
Acquisition of other intangible assets | (25,147) | (250) | |
Other cash flows from investing activities | 557 | (492) | (408) |
Net cash used in investing activities | (336,962) | (45,519) | (116,397) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from borrowings under the credit facility | 200,000 | ||
Repayments of borrowings under the credit facility | (25,781) | ||
Repurchases of common stock | (14,774) | ||
Proceeds from exercise of stock options | 16,375 | 13,468 | 11,919 |
Excess tax benefits related to stock-based compensation | 24,906 | 27,830 | |
Taxes paid related to net settlement of stock-based compensation awards | (10,556) | (2,779) | (345) |
Payments for debt issuance costs | (1,979) | (1,477) | |
Net cash provided by financing activities | 178,059 | 19,344 | 39,404 |
Net change in cash and cash equivalents | (6,163) | 71,503 | (32,238) |
Effect of exchange rates on cash | 725 | (1,268) | (265) |
Cash and cash equivalents at beginning of year | 239,528 | 169,293 | 201,796 |
Cash and cash equivalents at end of the period | 234,090 | 239,528 | 169,293 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS | |||
Fair value of common stock and equity awards issued for acquisitions | 274 | 15,980 | |
Cash paid for income taxes | 19,148 | 8,722 | |
Capitalized property, equipment and website and development costs in accounts payable at period end | 2,960 | $ 2,583 | 927 |
Settlement of receivable through cashless acquisition of treasury shares in connection with net settlement of stock-based awards | $ (345) | ||
Net working capital adjustment receivable | $ 737 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Balance, beginning at Dec. 31, 2014 | $ 770,522 | $ 8 | $ 689,953 | $ (262) | $ 80,823 |
Balance, beginning (in shares) at Dec. 31, 2014 | 81,905,325 | ||||
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 at Dec. 31, 2015 | 877,596 | $ 8 | 759,292 | (604) | 118,900 |
Balance, ending (in shares) at Dec. 31, 2015 | 84,979,869 | ||||
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 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 at Dec. 31, 2016 | 972,119 | $ 9 | 805,731 | (2,078) | 168,457 |
Balance, ending (in shares) at Dec. 31, 2016 | 85,692,333 | ||||
Net income | 98,983 | 98,983 | |||
Cumulative effect adjustment upon adoption of ASU 2016-09 | 2,552 | 2,552 | |||
Currency translation | 850 | 850 | |||
Stock-based compensation | $ 37,219 | 37,219 | |||
Stock option exercises, net of withholdings and other (in shares) | 728,710 | ||||
Stock option exercises and vesting of restricted stock units, net of withholdings and other | $ 16,375 | 16,375 | |||
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares) | 1,331,083 | ||||
Issuance of common stock, acquisitions | 274 | 274 | |||
Shares repurchased and retired to satisfy tax withholding upon vesting | (10,556) | (10,556) | |||
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares) | (232,792) | ||||
Balance, ending at Dec. 31, 2017 | $ 1,117,816 | $ 9 | $ 849,043 | $ (1,228) | $ 269,992 |
Balance, ending (in shares) at Dec. 31, 2017 | 86,790,624 |
Organization
Organization | 12 Months Ended |
Dec. 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 takeout marketplace 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 many markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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. Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the year ended December 31, 2017 related to goodwill, business combinations and stock-based compensation. 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 interest (income) 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, 2017 2016 Balance at beginning of period $ 1,229 $ 959 Additions to expense 1,424 1,102 Write-offs, net of recoveries and other adjustments (1,140 ) (832 ) Balance at end of period $ 1,513 $ 1,229 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, 2017, 2016 and 2015, expenses attributable to advertising totaled approximately $107.2 million, $75.5 million and $64.4 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. Management has determined the Black-Scholes fair value of stock option awards and related stock-based compensation expense with the assistance of third-party valuations. Determining the fair value of stock-based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by the Company’s estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. 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. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the expected term and the price volatility of the underlying stock, which determine the fair value of stock-based awards. These assumptions include: • Risk-free rate. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. • Expected dividend yields. Expected dividend yields are based on our historical dividend payments, which have been zero to date (excluding the preferred stock tax distributions made by Seamless Holdings). • Volatility. Because the Company has a limited trading history and did not have public trading history for its common shares until April of 2014, we estimate volatility of our share price based on a combination of the published historical volatilities of comparable publicly-traded companies in our vertical markets and the historical volatility of our common stock. • Expected term. Beginning in the first quarter of 2017, the expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. The Company transitioned from using a simplified method for calculating the expected term of its plain vanilla stock options as it has obtained sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term . Prior to 2017, t he Company applied a simplified method which estimated the weighted-average expected life of the options as the average of the vesting option schedule and the term of the award due to the limited period of time stock-based awards had been exercisable. • Forfeiture rate. Forfeiture rates are estimated using historical actual forfeiture trends as well as our judgment of future forfeitures. These rates are evaluated at least annually 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 our current estimates, such amounts will be recorded as a cumulative adjustment in the period in which 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, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) , effective in the first quarter of 2017. See Note , Stock-Based Compensation, for the weighted-average assumptions used to estimate the fair value of options granted during the years ended December 31, 2017, 2016 and 2015. Beginning in the first quarter of 2017, the Company recognizes tax benefits and deficiencies for stock-based awards in income tax (benefit) expense within the consolidated statements of operations. See “ Recently Issued Accounting Pronouncements” below and Note 9, “Stock-Based Compensation”, for further discussion. Prior to the adoption of ASU 2016-09, other tax attributes available to the Company had been utilized. Income Tax (Benefit) Expense Income tax (benefit) expense 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 utilization of deferred tax assets is limited by the amount of taxable income expected to be generated within the allowable carryforward period and other factors. The Company records a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. As of December 31, 2017 and 2016, a valuation allowance of $4.8 million and $1.6 million, respectively, was recorded the Company’s consolidated balance sheets. 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. Management believes that it is more likely than not that forecasted income, including future reversals of existing taxable temporary differences, will be sufficient to fully recover the net deferred tax assets. In the event the Company determines that all or part of the net deferred tax assets are not realizable in the future, we will adjust the valuation allowance with the adjustment recognized as expense in the period in which such determination is made. The calculation of income tax liabilities involves significant judgment in estimating the impact of uncertainties and complex tax laws. In addition, the Company’s tax returns are subject to audit by various U.S. and foreign tax authorities. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on the Company’s financial position and results of operations. In accordance with U.S. tax legislation signed into law in December of 2017, the Tax Cuts and Jobs Act (the “Tax Act”) 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 Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. 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, 2017, 2016 or 2015. 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 $26.0 million, $15.6 million and $8.0 million of website development costs during the years ended December 31, 2017, 2016 and 2015, 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. The Company’s methodology for allocating the purchase price of acquisitions is based on established valuation techniques that consider a number of factors, including valuations performed by third-party appraisers. As of December 31, 2017, the Company had $589.9 million in goodwill on its consolidated balance sheets. The Company assesses the impairment of goodwill at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired. 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 has one reporting unit in testing goodwill for impairment. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a quantitative impairment test. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). Under 2017-04, the Company would recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, if any, not to exceed the carrying amount of goodwill. Management determined the fair value of the Company as of September 30, 2017 by using a market-based approach that utilized our market capitalization, as adjusted for factors such as a control premium. After consideration of the Company’s market capitalization, business growth and other factors, management determined that it was more likely than not that the fair value of the Company exceeded its carrying amount at September 30, 2017 and that further analysis was not required. Additionally, as part of the interim review for indicators of impairment, management analyzed potential changes in value based on operating results for the three months ended December 31, 2017 compared to expected results. Management also considered how the Company’s market capitalization, business growth and other factors used in the September 30, 2017 impairment analysis, could be impacted by changes in market conditions and economic events. For example, the fair market value of the Company’s stock has increased since September 30, 2017. Management considered these trends in performing its assessment of whether an interim impairment review was required. Based on this interim assessment, management concluded that as of December 31, 2017, there were no events or changes in circumstances that indicated it was more likely than not that the Company’s fair value was below its carrying value. The Company determined there was no goodwill impairment during the years ended December 31, 2017, 2016 and 2015. Nevertheless, significant changes in global economic and market conditions could result in changes to expectations of future financial results and key valuation assumptions. Such changes could result in revisions of management’s estimates of the Company’s fair value and could result in a material impairment of goodwill. D ebt Issuance Costs The Company incurred debt issuance costs in connection with its debt facilities and related amendments. Amounts paid directly to lenders are classified as issuance costs and are recorded as a reduction in the carrying value of the debt. Commitment fees and other costs directly associated with obtaining credit facilities are deferred financing costs which are recorded in the consolidated balance sheets and amortized over the term of the facility. The Company allocated deferred debt issuance costs incurred for its current credit facility between the revolver and term loan based on their relative borrowing capacity. Deferred debt issuance costs associated with the revolving credit facility are recorded within other assets and those associated with the term loan are recorded as a reduction of the carrying value of the debt on the consolidated balance sheets. Debt 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, 2017, 2016 and 2015, 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 May 2017, the Financial Accounting Standards Board (the “FASB”) In January 2017, the FASB issued ASU 2017-04, which eliminates Step 2 from the goodwill impairment test. Step 2 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 elected to early adopt ASU 2017-04 beginning in the first quarter of 2017 and will apply the standard prospectively. The Company performed 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 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. The Company evaluated current year transactions under the guidance set forth by ASU 2017-01. See Note 3 , Acquisitions , and Note 5 , Goodwill and Acquired Intangible Assets , for details of the Company’s business combinations and other acquired assets during the year ended December 31, 2017. 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 year ended December 31, 2017, the Company recognized excess tax benefits from stock-based compensation of $7.1 million within income tax (benefit) expense on the consolidated statements of operations and within net income on the consolidated statements of cash flows (adopted prospectively) Prior to adoption, the tax effect of stock-based awards was recognized in additional paid-in capital on the consolidated balance sheets and separately stated in financing activities in the consolidated statements of cash flows. • 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 $2.6 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 year ended December 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 Accounti |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2017 Acquisitions On October 10, 2017, the Company acquired all of the issued and outstanding equity interests of Eat24, LLC (“Eat24”), a wholly owned subsidiary of Yelp Inc., for approximately $281.8 million, including $281.4 million in net cash paid and $0.3 million of other non-cash consideration. Of such amount, $28.8 million will be held in escrow for an 18-month period after closing to secure the Company’s indemnification rights under the purchase agreement. The acquisition expanded the breadth and depth of the Company’s national network of restaurant partners and active diners. The Company granted RSU awards to acquired Eat24 employees in replacement of their unvested equity awards as of the closing date. Approximately $0.3 million of the fair value of the replacement RSU awards granted to acquired Eat24 employees was attributable to the pre-combination services of the Eat24 awardees and was included in the $281.8 million purchase price. This amount is reflected within goodwill in the purchase price allocation. As of the acquisition date, post-combination expense of approximately $4.1 million is expected to be recognized related to the replacement awards over the remaining post-combination service period. On August 23, 2017, the Company acquired substantially all of the assets and certain expressly specified liabilities of A&D Network Solutions, Inc. and Dashed, Inc. (collectively, “Foodler”). The purchase price for Foodler was $51.2 million in cash, net of a net working capital adjustment receivable of $0.7 million and cash acquired of $0.1 million. Foodler is an independent online food-ordering company with an established diner base in the Northeast United States. The acquisition expanded the breadth and depth of the Company’s restaurant network, active diners and delivery network. The results of operations of Eat24 and Foodler have been included in the Company’s financial statements since October 10, 2017 and August 23, 2017, respectively, but did not have a material impact on the Company’s consolidated results of operations for the year ended December 31, 2017. The excess of the consideration transferred in the acquisitions over the net amounts assigned to the fair value of the assets was recorded as goodwill, which represents the value of increasing the breadth and depth of the Company’s network of restaurants and diners The assets acquired and liabilities assumed of Eat24 and Foodler were recorded at their estimated fair values as of the closing dates of October 10, 2017 and August 23, 2017, respectively. The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the Eat24 and Foodler acquisitions: Eat24 Foodler Total (in thousands) Cash $ 40 $ 86 $ 126 Accounts receivable 8,267 307 8,574 Prepaid expenses and other current assets 221 — 221 Property and equipment 1,113 — 1,113 Restaurant relationships 126,232 35,217 161,449 Diner acquisition 35,226 1,354 36,580 Trademarks 2,225 74 2,299 Developed technology 2,559 1,955 4,514 Goodwill 135,955 17,452 153,407 Accounts payable and accrued expenses (30,082 ) (5,237 ) (35,319 ) Total purchase price plus cash acquired 281,756 51,208 332,964 Net working capital adjustment receivable — 737 737 Fair value of replacement RSUs attributable to pre-combination service (274 ) — (274 ) Cash acquired (40 ) (86 ) (126 ) Net cash paid $ 281,442 $ 51,859 $ 333,301 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. 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 partners. Of the $40.2 million of goodwill related to the acquisition, $5.0 million is expected to be deductible for income tax purposes. 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 Restaurant 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 network. 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 Restaurant relationships 44,259 Property and equipment 161 Developed technology 4,676 Goodwill 43,432 Trademarks 529 Accounts payable and accrued expenses (5,826 ) Total purchase price plus cash acquired 90,585 Cash acquired (698 ) Fair value of common stock issued (15,980 ) Net cash paid $ 73,907 Additional Information The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the restaurant relationships, diner acquisition, 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 and diner acquisition. The income approach, specifically the multi-period excess earnings method, was used to value the 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 consolidated statements of operations for the year ended December 31, 2017, 2016 and 2015 of $5.6 Pro Forma The following unaudited pro forma information presents a summary of the operating results of the Company for the years ended December 31, 2017 2016 Year Ended December 31, 2017 2016 (in thousands, except per share data) Revenues $ 748,810 $ 578,462 Net income 86,313 27,318 Net income per share attributable to common shareholders: Basic $ 1.00 $ 0.32 Diluted $ 0.98 $ 0.32 The pro forma adjustments that reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred, stock-based compensation expense for replacement awards, interest expense for transaction financings and other adjustments, as well as the pro forma tax impact of such adjustments for the years ended December 31, 2017 2016 Year Ended December 31, 2017 2016 (in thousands) Depreciation and amortization $ 8,533 $ 17,832 Transaction costs (5,630 ) 5,630 Stock-based compensation (2,085 ) (1,800 ) Interest expense 3,761 5,191 Other 4,690 4,118 Income tax benefit (3,847 ) (12,977 ) 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, 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 December 31, 2017 and 2016 were as follows: December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 39,979 $ — $ (43 ) $ 39,936 Corporate bonds 1,250 — — 1,250 Short-term investments Commercial paper 21,480 — (99 ) 21,381 Corporate bonds 2,125 — (1 ) 2,124 Total $ 64,834 $ — $ (143 ) $ 64,691 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 December 31, 2017. Approximately $80 million of the Company’s marketable securities matured during the year ended December 31, 2017, which was invested in money market funds as of December 31, 2017. See Note , Fair Value Measurement , for additional details. 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, 2017 and 2016 were as follows: December 31, 2017 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 61,317 $ (142 ) $ — $ — $ 61,317 $ (142 ) Corporate bonds 3,374 (1 ) — — 3,374 (1 ) Total $ 64,691 $ (143 ) $ — $ — $ 64,691 $ (143 ) December 31, 2016 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 130,938 $ (242 ) $ — $ — $ 130,938 $ (242 ) Corporate bonds 6,556 (5 ) — — 6,556 (5 ) Total $ 137,494 $ (247 ) $ — $ — $ 137,494 $ (247 ) The Company recognized interest income during the years ended December 31, 2017, 2016 and 2015 of $2.0 million, $1.3 million and $0.5 million, respectively, within net interest (income) expense on the consolidated statements of operations. During the years ended December 31, 2017, 2016 and 2015, the Company did not recognize any other-than-temporary impairment losses related to its marketable securities. The Company’s marketable securities are classified within Level 2 of the fair value hierarchy (see Note 14, Fair Value Measurement, |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 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 December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 457,580 $ (76,852 ) $ 380,728 $ 279,651 $ (57,765 ) $ 221,886 Developed technology 8,523 (6,418 ) 2,105 10,640 (9,575 ) 1,065 Diner acquisition 40,247 (1,906 ) 38,341 — — — Trademarks 2,225 (402 ) 1,823 969 (582 ) 387 Other 6,888 (4,008 ) 2,880 3,350 (2,734 ) 616 Total amortizable intangible assets 515,463 (89,586 ) 425,877 294,610 (70,656 ) 223,954 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 605,139 $ (89,586 ) $ 515,553 $ 384,286 $ (70,656 ) $ 313,630 The gross carrying amount and accumulated amortization of the Company’s developed technology, trademark and other intangible assets as of December 31, 2017 were adjusted by $9.1 million for certain fully amortized assets that were no longer in use. The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 were as follows. Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2015 $ 396,220 $ — $ 396,220 Acquisitions 40,235 — 40,235 Balance as of December 31, 2016 436,455 — 436,455 Acquisitions 153,407 — 153,407 Balance as of December 31, 2017 $ 589,862 $ — $ 589,862 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. In September of 2017, the Company acquired certain assets of OrderUp, Inc. (“OrderUp”), a wholly-owned subsidiary of Groupon, Inc. OrderUp provides online and mobile food ordering for restaurants across the United States. During the year ended December 31, 2017, the Company recorded additions to acquired intangible assets of $230.0 million as a result of the acquisitions of Eat24 and Foodler, the acquisition of certain assets of OrderUp and payments made to Zoomer. During the year ended December 31, , the Company recorded additions to acquired intangible assets of million as a result of the acquisition of LABite and the purchase of other assets. The components of the acquired intangible assets added during the years ended December 31, 2017 and 2016 were as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Amount Weighted-Average Amortization Period Amount Weighted-Average Amortization Period (in thousands) (years) (in thousands) (years) Restaurant relationships $ 177,929 19.3 $ 46,513 20.0 Diner acquisition 40,247 5.0 — Developed technology 4,514 0.5 1,731 2.7 Trademarks 2,299 1.2 440 2.0 Other 5,000 2.8 250 3.0 Total $ 229,989 $ 48,934 Estimated future amortization expense of acquired intangible assets as of December 31, 2017 was as follows: (in thousands) 2018 $ 39,310 2019 33,827 2020 32,254 2021 32,254 2022 30,292 Thereafter 257,940 Total $ 425,877 As of December 31, 2017, the estimated remaining weighted-average useful life of the Company’s acquired intangibles was 15.0 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, 2017 | |
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, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 (in thousands) Computer equipment $ 31,601 $ 17,548 Furniture and fixtures 6,857 4,842 Developed software 52,041 26,460 Purchased software and digital assets 2,881 1,360 Leasehold improvements 23,400 19,038 Property and equipment 116,780 69,248 Accumulated amortization and depreciation (45,396 ) (22,693 ) Property and equipment, net $ 71,384 $ 46,555 The Company recorded depreciation and amortization expense for property and equipment other than developed software for the years ended December 31, 2017, 2016 and 2015 of $11.7 million, $8.9 million and $5.7 million, respectively. During the year ended December 31, 2015, the Company recorded approximately $1.9 million of accelerated depreciation and amortization expense related to 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 . The Company capitalized developed software costs of $26.0 million, $15.6 million and $8.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the consolidated statements of operations, for the years ended December 31, 2017, 2016 and 2015 was $12.0 million, $5.4 million and $4.1 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 September 2029. 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 $7.5 million, $5.6 million and $4.1 million for the years ended December 31, 2017, 2016 and 2015, 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, 2017 were as follows: (in thousands) 2018 $ 7,714 2019 10,822 2020 11,566 2021 11,527 2022 9,952 Thereafter 64,546 Total $ 116,127 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 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. 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 court set a jury trial date of December 3, 2018 for the claims against Grubhub Holdings Inc. and Seamless North America, LLC. December 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, including labor and employment claims, some of which relate to the alleged misclassification of independent contractors. In September 2015, a claim was brought in the United States District Court for the Northern District of California under the Private Attorneys General Act by an individual plaintiff on behalf of himself and seeking to represent other drivers and the State of California. The claim sought monetary penalties and injunctive relief for alleged violations of the California Labor Code based on the alleged misclassification of drivers as independent contractors. The Company does not believe any of the foregoing 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 | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The following table summarizes the carrying value of the Company’s debt as of December 31, 2017: December 31, 2017 (in thousands) Term loan $ 124,219 Revolving loan 50,000 Total debt 174,219 Less current portion (3,906 ) Less unamortized deferred debt issuance costs (668 ) Long-term debt $ 169,645 On October 10, 2017, the Company entered into a credit agreement which provides, among other things, for aggregate revolving loans up to $225 million and term loans in an aggregate principal amount of $125 million (the “Credit Agreement”). In addition, the Company may incur up to $150 million of incremental revolving loans or incremental revolving term loans pursuant to the terms and conditions of the Credit Agreement. The credit facility will be available to the Company until October 9, 2022. The Credit Agreement replaced the Company’s $185.0 million secured revolving credit facility (the “Previous Credit Agreement”), which was due to expire on April 28, 2021. On October 10, 2017, the Company borrowed $200 million under the Credit Agreement, including $125.0 million of term loans and $75.0 million of revolving loans. The Company utilized the term loans to finance a portion of the purchase price and transaction costs in connection with the acquisition of Eat24, LLC (“Eat24”). During the year ended December 31, 2017, the Company made principal payments of $25.8 million from cash flows from operations. The fair value of the Company’s outstanding debt approximates its carrying value as of December 31, 2017. Additional capacity on the Credit Agreement may be used for general corporate purposes, including funding working capital and future acquisitions . 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 loan origination fees at closing of the Credit Agreement and other expenses related to the financing of the facility of $2.0 million, which, in addition to the $0.7 million remaining balance of loan origination costs under the Previous Credit Agreement, will be amortized over the term of the facility . As of December 31, 2017, total unamortized debt issuance costs of $2.6 million were recorded as other assets and as a reduction of long-term debt on the consolidated balance sheets in proportion to the borrowing capacities of the revolving and term loans. Interest expense includes interest on outstanding borrowings, amortization of debt issuance costs and commitment fees on the undrawn portion available under the credit facility. During the years ended December 31, 2017 and 2016, the Company recognized interest expense of $2.1 million and $0.6 million, respectively. The effective interest rate, including amortization of debt issuance costs and commitment fees, for borrowings under the Credit Agreement for the year ended December 31, 2017 was 3.00%. The obligations under the Credit Agreement and the guarantees are secured by a lien on substantially all of the tangible and intangible property of the Company and the domestic subsidiaries that are guarantors, and by a pledge of all of the equity interests of the Company’s domestic subsidiaries, subject to certain exceptions set forth in the Credit Agreement. 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. The Company was in compliance with the covenants as of December 31, 2017. Future maturities of principal payments, excluding potential early payments, as of December 31, 2017 are expected to be as follows: (in thousands) 2018 $ 3,906 2019 6,250 2020 6,250 2021 7,031 2022 7,031 Thereafter 143,751 Total $ 174,219 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
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 5,081,599 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, 2017, 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 $32.7 million, $23.6 million and $13.5 As of December 31, , $95.1 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 2.9 years. Excess tax benefits reflect the total realized value of the Company’s tax deductions from individual stock option exercise transactions and the vesting of restricted stock awards and restricted stock units in excess of the deferred tax assets that were previously recorded. During the year ended December 31, 2017, the Company recognized excess tax benefits from stock-based compensation of $7.1 million within income tax (benefit) expense on the consolidated statements of operations and within cash flows from operating activities on the consolidated statements of cash flows. year Summary of Significant Accounting Policies, The Company capitalized stock-based compensation expense as website and software development costs of $4.5 million, $2.1 million and $0.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. Stock Options The Company granted 618,899, 166,272 and 2,542,523 stock options during the years ended December 31, 2017, 2016 and 2015, respectively. The fair value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected volatilities are based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock due to its limited trading history as there 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 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 Company transitioned from using a simplified method for calculating the expected term of its options as it has obtained sufficient historical information to derive a reasonable estimate, therefore, beginning in the first quarter of 2017 the expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. 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 years ended December 31, 2017, 2016 and 2015 were as follows: Year Ended December 31, 2017 2016 2015 Weighted-average fair value options granted $ 15.19 $ 12.59 $ 14.66 Average risk-free interest rate 1.65 % 1.41 % 1.65 % Expected stock price volatilities 48.7 % 49.7 % 48.4 % Dividend yield None None None Expected stock option life (years) (a) 4.00 5.84 6.07 (a) During the year ended December 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 years ended December 31, 2016 and 2015, 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, 2017 and 2016, and changes during the year ended December 31, 2017, 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 618,899 38.49 Forfeited (177,064 ) 30.91 Exercised (728,710 ) 22.47 Outstanding at December 31, 2017 2,705,849 25.53 125,197 7.28 Vested and expected to vest at December 31, 2017 2,639,619 25.53 121,850 7.28 Exercisable at December 31, 2017 1,286,981 $ 19.14 $ 67,770 6.36 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, 2017, 2016 and 2015 was $19.5 million, $30.2 million and $87.6 million, respectively. The Company recorded compensation expense for stock options of $11.8 million, $12.3 million and $9.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $16.3 million and is expected to be recognized over a weighted-average period of 2.2 years. Restricted Stock Units and Restricted Stock Awards Non-vested restricted stock units as of December 31, 2017 and 2016, and changes during the year ended December 31, 2017 were as follows: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2016 1,516,354 $ 28.46 Granted 1,943,467 40.99 Forfeited (402,647 ) 34.01 Vested (602,373 ) 28.11 Outstanding at December 31, 2017 2,454,801 $ 37.56 C ompensation expense related to restricted stock units was December 31, 2017, 2016 and 2015 , respectively December 31, 2017 Compensation expense recognized related to restricted stock awards was $1.7 million and $1.9 million during the years ended December 31, 2016 and 2015, respectively . There were no non-vested restricted stock awards or related expense during the year ended . December 31, 2017 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company files income tax returns in the U.S. federal, the United Kingdom (“U.K.”) and various state jurisdictions. For the years ended December 31, 2017, 2016 and 2015, the income tax provision was comprised of the following: Year Ended December 31, 2017 2016 2015 (in thousands) Current: Federal $ 16,852 $ 24,509 $ 20,947 State 4,721 8,132 6,260 Foreign 271 338 480 Total current 21,844 32,979 27,687 Deferred: Federal (30,794 ) 800 (1,534 ) State (385 ) 516 (2,301 ) Total deferred (31,179 ) 1,316 (3,835 ) Total income tax (benefit) expense $ (9,335 ) $ 34,295 $ 23,852 Income before provision for income taxes for the years ended December 31, 2017, 2016 and 2015, was as follows: Year Ended December 31, 2017 2016 2015 (in thousands) Domestic source $ 88,357 $ 82,033 $ 59,705 Foreign source 1,291 1,819 2,224 Income before provision for income taxes $ 89,648 $ 83,852 $ 61,929 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, 2017, 2016 and 2015: Year Ended December 31, 2017 2016 2015 (in thousands) Income tax expense at statutory rate $ 31,377 $ 29,348 $ 21,675 State income taxes 5,011 5,621 2,577 Effect of rate change (36,768 ) — — Stock-based compensation (7,072 ) — — Research and development tax credit (800 ) (638 ) (345 ) Foreign rate differential (203 ) (273 ) (328 ) Unremitted earnings tax 363 — — Uncertain tax position (55 ) — — Deferred tax true-up — — 69 All other (1,188 ) 237 204 Total income tax (benefit) expense $ (9,335 ) $ 34,295 $ 23,852 On December 22, 2017, the U.S. legislature enacted the Tax Act resulting in significant modifications to existing tax law. The Company has completed its determination of the accounting effects of the Tax Act for the year ended December 31, 2017. The Tax Act reduces the corporate income tax rate from 35% to 21%, subjects certain foreign earnings on which U.S. income tax was previously deferred to a one-time transition tax, as well as other changes. As a result of the Tax Act, the Company incurred an incremental income tax benefit of $34.1 million during the year ended December 31, 2017, which consisted primarily of the remeasurement of deferred tax assets and liabilities at the 21% corporate income tax rate and the one-time transition tax on accumulated foreign earnings of $0.4 million. The tax effects of temporary differences giving rise to deferred income tax assets and liabilities as of December 31, 2017 and 2016 were as follows: As of December 31, 2017 2016 (in thousands) Deferred tax assets: Loss and credit carryforwards $ 11,184 $ 6,714 Accrued expenses 2,089 2,096 Stock-based compensation 9,914 9,823 Total deferred tax assets 23,187 18,633 Valuation allowance (4,803 ) (1,610 ) Net deferred tax assets 18,384 17,023 Deferred tax liabilities: Fixed assets (5,909 ) (5,738 ) Intangible assets (86,462 ) (117,172 ) Prepaid expenses (305 ) (2,135 ) Total deferred tax liabilities (92,676 ) (125,045 ) Net deferred tax liability $ (74,292 ) $ (108,022 ) The Company classified its net deferred tax liabilities as long-term liabilities on the consolidated balance sheets as of December 31, 2017 and 2016. A partial valuation reserve of $4.8 million and $1.6 million was recorded as of December 31, 2017 and 2016, 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. In accordance with the Tax Act, the Company recorded a tax liability of $0.4 million as of December 31, 2017 related to the one-time tax on the foreign earnings of its U.K. subsidiary. The Tax Act generally allows companies to repatriate future foreign source earnings without incurring additional U.S. taxes by providing a 100% exemption for the foreign source portion of dividends from certain foreign subsidiaries. As a result, the Company plans to repatriate cash from its U.K. subsidiary to the U.S. The Company estimates no additional tax liability as there are no applicable withholding taxes for the repatriation of unremitted earnings of its U.K. subsidiary. The Company had the following tax loss and credit carryforwards as of December 31, 2017 and 2016: 2017 2016 Beginning Year of Expiration (in thousands) U.S. federal loss carryforwards $ 595 $ 483 2027 U.S. state and local loss carryforwards 4,362 5,265 2027 Illinois Edge Credits (a) 8,422 5,045 2018 (a) Amounts are before the federal benefit of state tax Upon adoption of ASU 2016-09 (see Note 2 Summary of Significant Accounting Policies, Recently Issued Accounting Pronouncements The Company is currently under examination in New York for corporate income tax returns for the tax years ended December 31, 2014, 2015 and 2016. The Company cannot predict with certainty whether there will be any additional tax liabilities, penalties and/or interest as a result of the audit. In June of 2017 , the New York City Department of Finance completed a routine examination of Seamless Holdings Corporation for General Corporation Tax for the short tax period from October 17, 2012 through August 8, 2013 and proposed no changes. The Company does not expect 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, 2017 and 2016, excluding the related accrual for interest: As of December 31, 2017 2016 (in thousands) Balance at beginning of period $ 3,345 $ 2,932 Reductions for tax positions taken in prior years (937 ) — Additions for tax positions taken in prior years — 413 Additions for tax positions taken in the current year 456 — Balance at end of period $ 2,864 $ 3,345 Included in the net deferred tax liabilities on the consolidated balance sheets at December 31, 2017 and 2016 were deferred tax assets that relate to the potential settlement of these unrecognized tax benefits. After consideration of these amounts, $1.3 million and $1.0 million of the amount accrued December 31, 2017 and 2016, respectively, would impact the effective tax rate if reversed. As of December 31, 2017, the Company anticipates that a portion of the unrecognized tax benefit will be reversed in 2018 due to the closing of the statute of limitations for one of its tax positions. Should the statute of limitations close, the impact of the benefit is estimated to be $0.8 million. The Company records interest and penalties, if any, as a component of its income tax (benefit) expense in the consolidated statements of operations. Interest expense of less than $0.1 million and no penalties were recognized during each of the years ended December 31, 2017 and 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of December 31, 2017 and 2016, the Company was authorized to issue two classes of stock: common stock and 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, 2017 and 2016, there were 500,000,000 shares of common stock authorized. At December 31, 2017 and 2016, there were 86,790,624 and 85,692,333 shares of common stock issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of December 31, 2017 and 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. 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, 2017, the Company did not repurchase any shares of its common stock. 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. Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock as of December 31, 2017 and 2016. There were no issued or outstanding shares of preferred stock as of December 31, 2017 and 2016. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
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 of eligible compensation and 50% of the next 2% of employees’ contributions of eligible compensation during the years ended December 31, 2017, 2016 and 2015 and recognized matching contributions expense of $2.3 million, $1.7 million and $1.3 million, respectively. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2017 | |
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 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 year 2 Summary of Significant Accounting Policies The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the years ended December 31, 2017, 2016 and 2015: Year Ended December 31, 2017 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 98,983 86,297 $ 1.15 Effect of Dilutive Securities Stock options — 1,059 Restricted stock units — 826 Diluted EPS Net income attributable to common stockholders $ 98,983 88,182 $ 1.12 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 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. 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 years ended December 31, were as follows: Year Ended December 31, 2017 2016 2015 Anti-dilutive shares underlying stock-based awards: Stock options — 552,108 2,380,813 Restricted stock units 35,646 212,170 464,930 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
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, restaurant food liability and accounts payable approximate fair value due to their generally short-term maturities. See Note 8, Debt The following table presents the balances of assets measured at fair value on a recurring basis as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Level 2 Level 2 (in thousands) Money market funds $ 93 $ 1,723 Commercial paper 61,317 131,937 Corporate bonds 3,374 16,089 U.S. government agency bonds — 5,500 Total $ 64,784 $ 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, |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On February 8, 2018, the Company entered into an Investment Agreement (the “Investment Agreement”) by and among the Company and Yum Restaurant Services Group, LLC (the “Investor”), a wholly owned subsidiary of Yum! Brands, Inc. Pursuant to the Investment Agreement, the Company agreed to issue and sell to the Investor 2,820,464 shares of common stock of the Company (the “Acquired Shares”), for a purchase price of $70.9103 per Acquired Share and an aggregate purchase price of $200.0 million (the “Investment”), subject to certain closing conditions. The Acquired Shares will result in an immediate increase in 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. The Company expects the closing of the Investment to occur prior to the end of the first quarter of 2018, pending regulatory approval. The Investment Agreement may be terminated by the Company or the Investor under certain circumstances specified therein, including if the closing of the Investment has not occurred on or prior to July 31, 2018. The Company expects to use proceeds from the Investment for general corporate purposes which may include accelerating the expansion of delivery services, investing in the platform and pursuing growth opportunities. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. |
Changes in Accounting Principle | Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the year ended December 31, 2017 related to goodwill, business combinations and stock-based compensation. |
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 interest (income) 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, 2017 2016 Balance at beginning of period $ 1,229 $ 959 Additions to expense 1,424 1,102 Write-offs, net of recoveries and other adjustments (1,140 ) (832 ) Balance at end of period $ 1,513 $ 1,229 |
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, 2017, 2016 and 2015, expenses attributable to advertising totaled approximately $107.2 million, $75.5 million and $64.4 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. Management has determined the Black-Scholes fair value of stock option awards and related stock-based compensation expense with the assistance of third-party valuations. Determining the fair value of stock-based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by the Company’s estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. 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. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the expected term and the price volatility of the underlying stock, which determine the fair value of stock-based awards. These assumptions include: • Risk-free rate. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date. • Expected dividend yields. Expected dividend yields are based on our historical dividend payments, which have been zero to date (excluding the preferred stock tax distributions made by Seamless Holdings). • Volatility. Because the Company has a limited trading history and did not have public trading history for its common shares until April of 2014, we estimate volatility of our share price based on a combination of the published historical volatilities of comparable publicly-traded companies in our vertical markets and the historical volatility of our common stock. • Expected term. Beginning in the first quarter of 2017, the expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. The Company transitioned from using a simplified method for calculating the expected term of its plain vanilla stock options as it has obtained sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term . Prior to 2017, t he Company applied a simplified method which estimated the weighted-average expected life of the options as the average of the vesting option schedule and the term of the award due to the limited period of time stock-based awards had been exercisable. • Forfeiture rate. Forfeiture rates are estimated using historical actual forfeiture trends as well as our judgment of future forfeitures. These rates are evaluated at least annually 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 our current estimates, such amounts will be recorded as a cumulative adjustment in the period in which 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, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) , effective in the first quarter of 2017. See Note , Stock-Based Compensation, for the weighted-average assumptions used to estimate the fair value of options granted during the years ended December 31, 2017, 2016 and 2015. Beginning in the first quarter of 2017, the Company recognizes tax benefits and deficiencies for stock-based awards in income tax (benefit) expense within the consolidated statements of operations. See “ Recently Issued Accounting Pronouncements” below and Note 9, “Stock-Based Compensation”, for further discussion. Prior to the adoption of ASU 2016-09, other tax attributes available to the Company had been utilized. |
Income Tax (Benefit) Expense | Income Tax (Benefit) Expense Income tax (benefit) expense 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 utilization of deferred tax assets is limited by the amount of taxable income expected to be generated within the allowable carryforward period and other factors. The Company records a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. As of December 31, 2017 and 2016, a valuation allowance of $4.8 million and $1.6 million, respectively, was recorded the Company’s consolidated balance sheets. 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. Management believes that it is more likely than not that forecasted income, including future reversals of existing taxable temporary differences, will be sufficient to fully recover the net deferred tax assets. In the event the Company determines that all or part of the net deferred tax assets are not realizable in the future, we will adjust the valuation allowance with the adjustment recognized as expense in the period in which such determination is made. The calculation of income tax liabilities involves significant judgment in estimating the impact of uncertainties and complex tax laws. In addition, the Company’s tax returns are subject to audit by various U.S. and foreign tax authorities. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on the Company’s financial position and results of operations. In accordance with U.S. tax legislation signed into law in December of 2017, the Tax Cuts and Jobs Act (the “Tax Act”) 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 Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. 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, 2017, 2016 or 2015. |
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 $26.0 million, $15.6 million and $8.0 million of website development costs during the years ended December 31, 2017, 2016 and 2015, 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. The Company’s methodology for allocating the purchase price of acquisitions is based on established valuation techniques that consider a number of factors, including valuations performed by third-party appraisers. As of December 31, 2017, the Company had $589.9 million in goodwill on its consolidated balance sheets. The Company assesses the impairment of goodwill at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired. 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 has one reporting unit in testing goodwill for impairment. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a quantitative impairment test. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). Under 2017-04, the Company would recognize an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value, if any, not to exceed the carrying amount of goodwill. Management determined the fair value of the Company as of September 30, 2017 by using a market-based approach that utilized our market capitalization, as adjusted for factors such as a control premium. After consideration of the Company’s market capitalization, business growth and other factors, management determined that it was more likely than not that the fair value of the Company exceeded its carrying amount at September 30, 2017 and that further analysis was not required. Additionally, as part of the interim review for indicators of impairment, management analyzed potential changes in value based on operating results for the three months ended December 31, 2017 compared to expected results. Management also considered how the Company’s market capitalization, business growth and other factors used in the September 30, 2017 impairment analysis, could be impacted by changes in market conditions and economic events. For example, the fair market value of the Company’s stock has increased since September 30, 2017. Management considered these trends in performing its assessment of whether an interim impairment review was required. Based on this interim assessment, management concluded that as of December 31, 2017, there were no events or changes in circumstances that indicated it was more likely than not that the Company’s fair value was below its carrying value. The Company determined there was no goodwill impairment during the years ended December 31, 2017, 2016 and 2015. Nevertheless, significant changes in global economic and market conditions could result in changes to expectations of future financial results and key valuation assumptions. Such changes could result in revisions of management’s estimates of the Company’s fair value and could result in a material impairment of goodwill. |
Debt Issuance Costs | D ebt Issu ance Costs The Company incurred debt issuance costs in connection with its debt facilities and related amendments. Amounts paid directly to lenders are classified as issuance costs and are recorded as a reduction in the carrying value of the debt. Commitment fees and other costs directly associated with obtaining credit facilities are deferred financing costs which are recorded in the consolidated balance sheets and amortized over the term of the facility. The Company allocated deferred debt issuance costs incurred for its current credit facility between the revolver and term loan based on their relative borrowing capacity. Deferred debt issuance costs associated with the revolving credit facility are recorded within other assets and those associated with the term loan are recorded as a reduction of the carrying value of the debt on the consolidated balance sheets. Debt |
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, 2017, 2016 and 2015, 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 May 2017, the Financial Accounting Standards Board (the “FASB”) In January 2017, the FASB issued ASU 2017-04, which eliminates Step 2 from the goodwill impairment test. Step 2 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 elected to early adopt ASU 2017-04 beginning in the first quarter of 2017 and will apply the standard prospectively. The Company performed 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 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. The Company evaluated current year transactions under the guidance set forth by ASU 2017-01. See Note 3 , Acquisitions , and Note 5 , Goodwill and Acquired Intangible Assets , for details of the Company’s business combinations and other acquired assets during the year ended December 31, 2017. 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 year ended December 31, 2017, the Company recognized excess tax benefits from stock-based compensation of $7.1 million within income tax (benefit) expense on the consolidated statements of operations and within net income on the consolidated statements of cash flows (adopted prospectively) Prior to adoption, the tax effect of stock-based awards was recognized in additional paid-in capital on the consolidated balance sheets and separately stated in financing activities in the consolidated statements of cash flows. • 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 $2.6 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 year ended December 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 became effective for and were adopted by the Company on January 1, 2018. . Based on the Company’s assessment, the adoption of these ASUs will 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 from the adoption of these ASUs to have a material impact on the |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Balance at beginning of period $ 1,229 $ 959 Additions to expense 1,424 1,102 Write-offs, net of recoveries and other adjustments (1,140 ) (832 ) Balance at end of period $ 1,513 $ 1,229 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Eat24 and Foodler | |
Business Acquisition [Line Items] | |
Schedule of Acquisition Date Fair Value of Assets and Liabilities | The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the Eat24 and Foodler acquisitions: Eat24 Foodler Total (in thousands) Cash $ 40 $ 86 $ 126 Accounts receivable 8,267 307 8,574 Prepaid expenses and other current assets 221 — 221 Property and equipment 1,113 — 1,113 Restaurant relationships 126,232 35,217 161,449 Diner acquisition 35,226 1,354 36,580 Trademarks 2,225 74 2,299 Developed technology 2,559 1,955 4,514 Goodwill 135,955 17,452 153,407 Accounts payable and accrued expenses (30,082 ) (5,237 ) (35,319 ) Total purchase price plus cash acquired 281,756 51,208 332,964 Net working capital adjustment receivable — 737 737 Fair value of replacement RSUs attributable to pre-combination service (274 ) — (274 ) Cash acquired (40 ) (86 ) (126 ) Net cash paid $ 281,442 $ 51,859 $ 333,301 |
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 Restaurant 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 Restaurant 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 |
Eat24, Foodler 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, 2017 2016 Year Ended December 31, 2017 2016 (in thousands, except per share data) Revenues $ 748,810 $ 578,462 Net income 86,313 27,318 Net income per share attributable to common shareholders: Basic $ 1.00 $ 0.32 Diluted $ 0.98 $ 0.32 |
Pro Forma Adjustments | The pro forma adjustments that reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred, stock-based compensation expense for replacement awards, interest expense for transaction financings and other adjustments, as well as the pro forma tax impact of such adjustments for the years ended December 31, 2017 2016 Year Ended December 31, 2017 2016 (in thousands) Depreciation and amortization $ 8,533 $ 17,832 Transaction costs (5,630 ) 5,630 Stock-based compensation (2,085 ) (1,800 ) Interest expense 3,761 5,191 Other 4,690 4,118 Income tax benefit (3,847 ) (12,977 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 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 December 31, 2017 and 2016 were as follows: December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 39,979 $ — $ (43 ) $ 39,936 Corporate bonds 1,250 — — 1,250 Short-term investments Commercial paper 21,480 — (99 ) 21,381 Corporate bonds 2,125 — (1 ) 2,124 Total $ 64,834 $ — $ (143 ) $ 64,691 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 December 31, 2017 and 2016 were as follows: December 31, 2017 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 61,317 $ (142 ) $ — $ — $ 61,317 $ (142 ) Corporate bonds 3,374 (1 ) — — 3,374 (1 ) Total $ 64,691 $ (143 ) $ — $ — $ 64,691 $ (143 ) December 31, 2016 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 130,938 $ (242 ) $ — $ — $ 130,938 $ (242 ) Corporate bonds 6,556 (5 ) — — 6,556 (5 ) Total $ 137,494 $ (247 ) $ — $ — $ 137,494 $ (247 ) |
Goodwill and Acquired Intangi27
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 457,580 $ (76,852 ) $ 380,728 $ 279,651 $ (57,765 ) $ 221,886 Developed technology 8,523 (6,418 ) 2,105 10,640 (9,575 ) 1,065 Diner acquisition 40,247 (1,906 ) 38,341 — — — Trademarks 2,225 (402 ) 1,823 969 (582 ) 387 Other 6,888 (4,008 ) 2,880 3,350 (2,734 ) 616 Total amortizable intangible assets 515,463 (89,586 ) 425,877 294,610 (70,656 ) 223,954 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 605,139 $ (89,586 ) $ 515,553 $ 384,286 $ (70,656 ) $ 313,630 |
Components of Acquired Intangible Assets (Infinite Lived) | The components of acquired intangible assets as of December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 457,580 $ (76,852 ) $ 380,728 $ 279,651 $ (57,765 ) $ 221,886 Developed technology 8,523 (6,418 ) 2,105 10,640 (9,575 ) 1,065 Diner acquisition 40,247 (1,906 ) 38,341 — — — Trademarks 2,225 (402 ) 1,823 969 (582 ) 387 Other 6,888 (4,008 ) 2,880 3,350 (2,734 ) 616 Total amortizable intangible assets 515,463 (89,586 ) 425,877 294,610 (70,656 ) 223,954 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 605,139 $ (89,586 ) $ 515,553 $ 384,286 $ (70,656 ) $ 313,630 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 were as follows. Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2015 $ 396,220 $ — $ 396,220 Acquisitions 40,235 — 40,235 Balance as of December 31, 2016 436,455 — 436,455 Acquisitions 153,407 — 153,407 Balance as of December 31, 2017 $ 589,862 $ — $ 589,862 |
Components of Acquired Intangibles Assets Added During the Year (Finite Lived) | Year Ended December 31, 2017 Year Ended December 31, 2016 Amount Weighted-Average Amortization Period Amount Weighted-Average Amortization Period (in thousands) (years) (in thousands) (years) Restaurant relationships $ 177,929 19.3 $ 46,513 20.0 Diner acquisition 40,247 5.0 — Developed technology 4,514 0.5 1,731 2.7 Trademarks 2,299 1.2 440 2.0 Other 5,000 2.8 250 3.0 Total $ 229,989 $ 48,934 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of December 31, 2017 was as follows: (in thousands) 2018 $ 39,310 2019 33,827 2020 32,254 2021 32,254 2022 30,292 Thereafter 257,940 Total $ 425,877 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 (in thousands) Computer equipment $ 31,601 $ 17,548 Furniture and fixtures 6,857 4,842 Developed software 52,041 26,460 Purchased software and digital assets 2,881 1,360 Leasehold improvements 23,400 19,038 Property and equipment 116,780 69,248 Accumulated amortization and depreciation (45,396 ) (22,693 ) Property and equipment, net $ 71,384 $ 46,555 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 were as follows: (in thousands) 2018 $ 7,714 2019 10,822 2020 11,566 2021 11,527 2022 9,952 Thereafter 64,546 Total $ 116,127 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the carrying value of the Company’s debt as of December 31, 2017: December 31, 2017 (in thousands) Term loan $ 124,219 Revolving loan 50,000 Total debt 174,219 Less current portion (3,906 ) Less unamortized deferred debt issuance costs (668 ) Long-term debt $ 169,645 |
Schedule of Future Maturities of Principal Payments | Future maturities of principal payments, excluding potential early payments, as of December 31, 2017 are expected to be as follows: (in thousands) 2018 $ 3,906 2019 6,250 2020 6,250 2021 7,031 2022 7,031 Thereafter 143,751 Total $ 174,219 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 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 years ended December 31, 2017, 2016 and 2015 were as follows: Year Ended December 31, 2017 2016 2015 Weighted-average fair value options granted $ 15.19 $ 12.59 $ 14.66 Average risk-free interest rate 1.65 % 1.41 % 1.65 % Expected stock price volatilities 48.7 % 49.7 % 48.4 % Dividend yield None None None Expected stock option life (years) (a) 4.00 5.84 6.07 (a) During the year ended December 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 years ended December 31, 2016 and 2015, 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, 2017 and 2016, and changes during the year ended December 31, 2017, 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 618,899 38.49 Forfeited (177,064 ) 30.91 Exercised (728,710 ) 22.47 Outstanding at December 31, 2017 2,705,849 25.53 125,197 7.28 Vested and expected to vest at December 31, 2017 2,639,619 25.53 121,850 7.28 Exercisable at December 31, 2017 1,286,981 $ 19.14 $ 67,770 6.36 |
Non-vested Restricted Stock Units | Non-vested restricted stock units as of December 31, 2017 and 2016, and changes during the year ended December 31, 2017 were as follows: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2016 1,516,354 $ 28.46 Granted 1,943,467 40.99 Forfeited (402,647 ) 34.01 Vested (602,373 ) 28.11 Outstanding at December 31, 2017 2,454,801 $ 37.56 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | For the years ended December 31, 2017, 2016 and 2015, the income tax provision was comprised of the following: Year Ended December 31, 2017 2016 2015 (in thousands) Current: Federal $ 16,852 $ 24,509 $ 20,947 State 4,721 8,132 6,260 Foreign 271 338 480 Total current 21,844 32,979 27,687 Deferred: Federal (30,794 ) 800 (1,534 ) State (385 ) 516 (2,301 ) Total deferred (31,179 ) 1,316 (3,835 ) Total income tax (benefit) expense $ (9,335 ) $ 34,295 $ 23,852 |
Income Before Provision for Income Taxes | Income before provision for income taxes for the years ended December 31, 2017, 2016 and 2015, was as follows: Year Ended December 31, 2017 2016 2015 (in thousands) Domestic source $ 88,357 $ 82,033 $ 59,705 Foreign source 1,291 1,819 2,224 Income before provision for income taxes $ 89,648 $ 83,852 $ 61,929 |
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, 2017, 2016 and 2015: Year Ended December 31, 2017 2016 2015 (in thousands) Income tax expense at statutory rate $ 31,377 $ 29,348 $ 21,675 State income taxes 5,011 5,621 2,577 Effect of rate change (36,768 ) — — Stock-based compensation (7,072 ) — — Research and development tax credit (800 ) (638 ) (345 ) Foreign rate differential (203 ) (273 ) (328 ) Unremitted earnings tax 363 — — Uncertain tax position (55 ) — — Deferred tax true-up — — 69 All other (1,188 ) 237 204 Total income tax (benefit) expense $ (9,335 ) $ 34,295 $ 23,852 |
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, 2017 and 2016 were as follows: As of December 31, 2017 2016 (in thousands) Deferred tax assets: Loss and credit carryforwards $ 11,184 $ 6,714 Accrued expenses 2,089 2,096 Stock-based compensation 9,914 9,823 Total deferred tax assets 23,187 18,633 Valuation allowance (4,803 ) (1,610 ) Net deferred tax assets 18,384 17,023 Deferred tax liabilities: Fixed assets (5,909 ) (5,738 ) Intangible assets (86,462 ) (117,172 ) Prepaid expenses (305 ) (2,135 ) Total deferred tax liabilities (92,676 ) (125,045 ) Net deferred tax liability $ (74,292 ) $ (108,022 ) |
Credit Carryforwards | The Company had the following tax loss and credit carryforwards as of December 31, 2017 and 2016: 2017 2016 Beginning Year of Expiration (in thousands) U.S. federal loss carryforwards $ 595 $ 483 2027 U.S. state and local loss carryforwards 4,362 5,265 2027 Illinois Edge Credits (a) 8,422 5,045 2018 (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, 2017 and 2016, excluding the related accrual for interest: As of December 31, 2017 2016 (in thousands) Balance at beginning of period $ 3,345 $ 2,932 Reductions for tax positions taken in prior years (937 ) — Additions for tax positions taken in prior years — 413 Additions for tax positions taken in the current year 456 — Balance at end of period $ 2,864 $ 3,345 |
Earnings Per Share Attributab33
Earnings Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015: Year Ended December 31, 2017 Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 98,983 86,297 $ 1.15 Effect of Dilutive Securities Stock options — 1,059 Restricted stock units — 826 Diluted EPS Net income attributable to common stockholders $ 98,983 88,182 $ 1.12 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 |
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 t he 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, 2017 2016 2015 Anti-dilutive shares underlying stock-based awards: Stock options — 552,108 2,380,813 Restricted stock units 35,646 212,170 464,930 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 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 December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Level 2 Level 2 (in thousands) Money market funds $ 93 $ 1,723 Commercial paper 61,317 131,937 Corporate bonds 3,374 16,089 U.S. government agency bonds — 5,500 Total $ 64,784 $ 155,249 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Balance at beginning of period | $ 1,229 | $ 959 | |
Additions to expense | 1,424 | 1,102 | $ 850 |
Write-offs, net of recoveries and other adjustments | (1,140) | (832) | |
Balance at end of period | $ 1,513 | $ 1,229 | $ 959 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)CustomerSegment | Dec. 31, 2016USD ($)Customer | Dec. 31, 2015USD ($)Customer | Oct. 10, 2017USD ($) | Jan. 01, 2017USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Advertising costs | $ 107,200,000 | $ 75,500,000 | $ 64,400,000 | ||
Expected dividend yield | 0.00% | ||||
Valuation allowance related to deferred tax assets | $ 4,803,000 | 1,610,000 | |||
Tax liability related to one-time tax on unremitted foreign earnings | 363,000 | ||||
Additional tax liability, unremitted foreign earnings | 0 | ||||
Goodwill | 589,862,000 | 436,455,000 | 396,220,000 | $ 153,407,000 | |
Goodwill Impairment | $ 0 | $ 0 | $ 0 | ||
Number of reportable segment | Segment | 1 | ||||
ASU 2017-04 | |||||
Significant Accounting Policies [Line Items] | |||||
Goodwill Impairment | $ 0 | ||||
ASU 2016-09 | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment for previously unrecognized excess tax benefits | $ 2,600,000 | ||||
ASU 2016-09 | Income Tax (Benefit) Expense | |||||
Significant Accounting Policies [Line Items] | |||||
Recognized excess tax benefits from stock-based compensation | $ 7,100,000 | ||||
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 | $ 26,000,000 | $ 15,600,000 | $ 8,000,000 | ||
Tax Cuts and Jobs Act | |||||
Significant Accounting Policies [Line Items] | |||||
Tax liability related to one-time tax on unremitted foreign earnings | 363,000 | ||||
Tax Cuts and Jobs Act | U K Subsidiary | |||||
Significant Accounting Policies [Line Items] | |||||
Tax liability related to one-time tax on unremitted foreign earnings | $ 363,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Oct. 10, 2017 | Aug. 23, 2017 | May 05, 2016 | Dec. 04, 2015 | Feb. 27, 2015 | Feb. 04, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||
Net cash payments to acquire businesses | $ 333,301,000 | $ 333,301,000 | $ 65,849,000 | $ 73,907,000 | |||||
Total purchase price, net working capital adjustment receivable and cash acquired | 332,964,000 | ||||||||
Fair value of common stock and equity awards issued for acquisitions | 274,000 | 15,980,000 | |||||||
Net working capital adjustment receivable | 737,000 | 737,000 | |||||||
Cash acquired in business acquisition | 126,000 | ||||||||
Goodwill related to acquisition | 153,407,000 | 589,862,000 | 436,455,000 | 396,220,000 | |||||
General and administrative expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Direct and indirect expense incurred related to acquisitions | $ 5,600 | $ 2,000 | $ 1,100 | ||||||
Common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisitions, share issued | 407,812 | ||||||||
Restricted Stock Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of common stock and equity awards issued for acquisitions | $ 274,000 | ||||||||
Eat24 | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Oct. 10, 2017 | ||||||||
Net cash payments to acquire businesses | $ 281,442,000 | ||||||||
Total purchase price, net working capital adjustment receivable and cash acquired | 281,756,000 | ||||||||
Escrow related to indemnification rights under purchase agreement | $ 28,800,000 | ||||||||
Period of escrow | 18 months | ||||||||
Cash acquired in business acquisition | $ 40,000 | ||||||||
Goodwill related to acquisition | 135,955,000 | ||||||||
Eat24 | Restricted Stock Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of common stock and equity awards issued for acquisitions | 274,000 | ||||||||
Post combination expense expected to be recognized related to replacement awards | $ 4,100,000 | ||||||||
Foodler | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Aug. 23, 2017 | ||||||||
Net cash payments to acquire businesses | $ 51,859,000 | ||||||||
Total purchase price, net working capital adjustment receivable and cash acquired | 51,208,000 | ||||||||
Net working capital adjustment receivable | 737,000 | ||||||||
Cash acquired in business acquisition | 86,000 | ||||||||
Goodwill related to acquisition | 17,452,000 | ||||||||
Eat24 and Foodler | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill expected to be deductible for income tax purposes | $ 153,400,000 | ||||||||
LABite | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | May 5, 2016 | ||||||||
Net cash payments to acquire businesses | $ 65,849,000 | ||||||||
Total purchase price, net working capital adjustment receivable and cash acquired | 68,415,000 | ||||||||
Cash acquired in business acquisition | 2,566,000 | ||||||||
Goodwill expected to be deductible for income tax purposes | 5,000,000 | ||||||||
Goodwill related to acquisition | $ 40,235,000 | ||||||||
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 | $ 73,907,000 | ||||||||
Total purchase price, net working capital adjustment receivable and cash acquired | 90,585,000 | ||||||||
Fair value of common stock and equity awards issued for acquisitions | 15,980,000 | ||||||||
Cash acquired in business acquisition | 698,000 | ||||||||
Goodwill related to acquisition | 43,432,000 | ||||||||
Acquisition payment | $ 89,887,000 | ||||||||
Dining In, Restaurants on Run and Delivered Dish | Common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisitions, share issued | 407,812 |
Schedule of Acquisition-Date Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Thousands | Oct. 10, 2017 | Aug. 23, 2017 | May 05, 2016 | Dec. 04, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Cash | $ 126 | ||||||
Accounts receivable | 8,574 | ||||||
Prepaid expenses and other assets | 221 | ||||||
Property and equipment | 1,113 | ||||||
Goodwill | 153,407 | $ 589,862 | $ 436,455 | $ 396,220 | |||
Accounts payable and accrued expenses | (35,319) | ||||||
Total purchase price plus cash acquired | 332,964 | ||||||
Net working capital adjustment receivable | 737 | 737 | |||||
Fair value of common stock and equity awards issued for acquisitions | (274) | (15,980) | |||||
Cash acquired | (126) | ||||||
Net cash paid | 333,301 | $ 333,301 | $ 65,849 | $ 73,907 | |||
Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of common stock and equity awards issued for acquisitions | (274) | ||||||
Restaurant relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 161,449 | ||||||
Diner acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 36,580 | ||||||
Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 2,299 | ||||||
Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 4,514 | ||||||
Eat24 | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 40 | ||||||
Accounts receivable | 8,267 | ||||||
Prepaid expenses and other assets | 221 | ||||||
Property and equipment | 1,113 | ||||||
Goodwill | 135,955 | ||||||
Accounts payable and accrued expenses | (30,082) | ||||||
Total purchase price plus cash acquired | 281,756 | ||||||
Cash acquired | (40) | ||||||
Net cash paid | 281,442 | ||||||
Eat24 | Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of common stock and equity awards issued for acquisitions | (274) | ||||||
Eat24 | Restaurant relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 126,232 | ||||||
Eat24 | Diner acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 35,226 | ||||||
Eat24 | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 2,225 | ||||||
Eat24 | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 2,559 | ||||||
Foodler | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 86 | ||||||
Accounts receivable | 307 | ||||||
Goodwill | 17,452 | ||||||
Accounts payable and accrued expenses | (5,237) | ||||||
Total purchase price plus cash acquired | 51,208 | ||||||
Net working capital adjustment receivable | 737 | ||||||
Cash acquired | (86) | ||||||
Net cash paid | 51,859 | ||||||
Foodler | Restaurant relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 35,217 | ||||||
Foodler | Diner acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,354 | ||||||
Foodler | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 74 | ||||||
Foodler | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 1,955 | ||||||
LABite | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 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 | ||||||
LABite | Restaurant relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 46,513 | ||||||
LABite | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 440 | ||||||
LABite | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 1,731 | ||||||
Dining In, Restaurants on Run and Delivered Dish | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 698 | ||||||
Accounts receivable | 2,331 | ||||||
Prepaid expenses and other assets | 325 | ||||||
Property and equipment | 161 | ||||||
Goodwill | 43,432 | ||||||
Accounts payable and accrued expenses | (5,826) | ||||||
Total purchase price plus cash acquired | 90,585 | ||||||
Fair value of common stock and equity awards issued for acquisitions | (15,980) | ||||||
Cash acquired | (698) | ||||||
Net cash paid | 73,907 | ||||||
Dining In, Restaurants on Run and Delivered Dish | Restaurant relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 44,259 | ||||||
Dining In, Restaurants on Run and Delivered Dish | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 529 | ||||||
Dining In, Restaurants on Run and Delivered Dish | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 4,676 |
Pro forma Summary of Operation
Pro forma Summary of Operation (Detail) - Eat24, Foodler and LABite - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Revenues | $ 748,810 | $ 578,462 |
Net income | $ 86,313 | $ 27,318 |
Net income per share attributable to common shareholders: | ||
Basic | $ 1 | $ 0.32 |
Diluted | $ 0.98 | $ 0.32 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||
Interest expense | $ 2,100 | $ 600 | |
Income tax benefit | (9,335) | 34,295 | $ 23,852 |
Eat24, Foodler and LABite | Pro Forma | |||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |||
Depreciation and amortization | 8,533 | 17,832 | |
Transaction costs | (5,630) | 5,630 | |
Stock-based compensation | (2,085) | (1,800) | |
Interest expense | 3,761 | 5,191 | |
Other | 4,690 | 4,118 | |
Income tax benefit | $ (3,847) | $ (12,977) |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 64,834 | $ 153,766 |
Unrealized Gains | 7 | |
Unrealized Losses | (143) | (247) |
Estimated Fair Value | 64,691 | 153,526 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 39,979 | 59,175 |
Unrealized Gains | 2 | |
Unrealized Losses | (43) | (28) |
Estimated Fair Value | 39,936 | 59,149 |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 21,480 | 73,002 |
Unrealized Losses | (99) | (214) |
Estimated Fair Value | 21,381 | 72,788 |
Corporate Bonds | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 1,250 | 5,000 |
Unrealized Gains | 1 | |
Estimated Fair Value | 1,250 | 5,001 |
Corporate Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 2,125 | 11,089 |
Unrealized Gains | 4 | |
Unrealized Losses | (1) | (5) |
Estimated Fair Value | $ 2,124 | 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 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Held To Maturity Securities [Line Items] | |||
Marketable securities matured during the period and held in money market funds. | $ 80,000,000 | ||
Other-than-temporary impairment losses related to marketable securities | 0 | $ 0 | $ 0 |
Net Interest (Income) Expense | |||
Schedule Of Held To Maturity Securities [Line Items] | |||
Interest income | $ 2,000,000 | $ 1,300,000 | $ 500,000 |
Summary of Continuous Unrealize
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 64,691 | $ 137,494 |
Unrealized Loss, Less Than 12 Months | (143) | (247) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 64,691 | 137,494 |
Unrealized Loss, Total | (143) | (247) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 61,317 | 130,938 |
Unrealized Loss, Less Than 12 Months | (142) | (242) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 61,317 | 130,938 |
Unrealized Loss, Total | (142) | (242) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 3,374 | 6,556 |
Unrealized Loss, Less Than 12 Months | (1) | (5) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 3,374 | 6,556 |
Unrealized Loss, Total | $ (1) | $ (5) |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 515,463 | $ 294,610 |
Amortizable intangible assets, Accumulated Amortization | (89,586) | (70,656) |
Amortizable intangible assets, Net Carrying Value | 425,877 | 223,954 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 605,139 | 384,286 |
Total acquired intangible assets, Net Carrying Value | 515,553 | 313,630 |
Restaurant relationships | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 457,580 | 279,651 |
Amortizable intangible assets, Accumulated Amortization | (76,852) | (57,765) |
Amortizable intangible assets, Net Carrying Value | 380,728 | 221,886 |
Developed technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 8,523 | 10,640 |
Amortizable intangible assets, Accumulated Amortization | (6,418) | (9,575) |
Amortizable intangible assets, Net Carrying Value | 2,105 | 1,065 |
Diner acquisition | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 40,247 | |
Amortizable intangible assets, Accumulated Amortization | (1,906) | |
Amortizable intangible assets, Net Carrying Value | 38,341 | |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 2,225 | 969 |
Amortizable intangible assets, Accumulated Amortization | (402) | (582) |
Amortizable intangible assets, Net Carrying Value | 1,823 | 387 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 6,888 | 3,350 |
Amortizable intangible assets, Accumulated Amortization | (4,008) | (2,734) |
Amortizable intangible assets, Net Carrying Value | $ 2,880 | $ 616 |
Goodwill and Acquired Intangi46
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | $ 515,463 | $ 294,610 | |
Intangible assets amortization expense | $ 28,100 | 20,900 | $ 18,200 |
Weighted Average Amortization Period (years) | 15 years | ||
Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 229,989 | ||
LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 48,934 | ||
Developed technology, trademark and other intangible assets | Fully amortized assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount of intangible assets | $ 9,100 |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 436,455 | $ 396,220 |
Goodwill, Acquisition | 153,407 | 40,235 |
Goodwill, Ending Balance | 589,862 | 436,455 |
Net Book Value, Beginning Balance | 436,455 | 396,220 |
Net Book Value, Acquisition | 153,407 | 40,235 |
Net Book Value, Ending Balance | $ 589,862 | $ 436,455 |
Components of Acquired Intang48
Components of Acquired Intangibles Assets Added During the Years (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Oct. 10, 2017 | |
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Amortization Period | 15 years | ||
Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 229,989 | ||
LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 48,934 | ||
Restaurant relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 161,449 | ||
Restaurant relationships | Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 177,929 | ||
Weighted-Average Amortization Period | 19 years 3 months 18 days | ||
Restaurant 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 | ||
Developed technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | 4,514 | ||
Developed technology | Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 4,514 | ||
Weighted-Average Amortization Period | 6 months | ||
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 | ||
Diner acquisition | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | 36,580 | ||
Diner acquisition | Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 40,247 | ||
Weighted-Average Amortization Period | 5 years | ||
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 2,299 | ||
Trademarks | Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 2,299 | ||
Weighted-Average Amortization Period | 1 year 2 months 12 days | ||
Trademarks | LABite and Purchase of Other Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 440 | ||
Weighted-Average Amortization Period | 2 years | ||
Other | Eat24, Foodler, OrderUp and payments to Zoomer | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired other intangible assets | $ 5,000 | ||
Weighted-Average Amortization Period | 2 years 9 months 18 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, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 39,310 | |
2,019 | 33,827 | |
2,020 | 32,254 | |
2,021 | 32,254 | |
2,022 | 30,292 | |
Thereafter | 257,940 | |
Amortizable intangible assets, Net Carrying Value | $ 425,877 | $ 223,954 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 116,780 | $ 69,248 |
Accumulated amortization and depreciation | (45,396) | (22,693) |
Property and equipment, net | 71,384 | 46,555 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 31,601 | 17,548 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 6,857 | 4,842 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 52,041 | 26,460 |
Purchased Software and Digital Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,881 | 1,360 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 23,400 | $ 19,038 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 51,848 | $ 35,193 | $ 28,034 |
Accelerated depreciation and amortization expense | 1,900 | ||
Capitalized developed software costs | 26,000 | 15,600 | 8,000 |
Property And Equipment Excluding Developed Software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 11,700 | 8,900 | 5,700 |
Developed software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 12,000 | $ 5,400 | $ 4,100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Lease renewal period | 5 years | ||
Operating lease, rental expense | $ 7.5 | $ 5.6 | $ 4.1 |
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, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 7,714 |
2,019 | 10,822 |
2,020 | 11,566 |
2,021 | 11,527 |
2,022 | 9,952 |
Thereafter | 64,546 |
Total | $ 116,127 |
Schedule of Debt (Detail)
Schedule of Debt (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Total debt | $ 174,219 |
Less current portion | (3,906) |
Less unamortized deferred debt issuance costs | (668) |
Long-term debt | 169,645 |
Term loan | |
Debt Instrument [Line Items] | |
Total debt | 124,219 |
Revolving loan | |
Debt Instrument [Line Items] | |
Total debt | $ 50,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 174,219,000 | ||
Credit facility, expiration date | Oct. 9, 2022 | ||
Proceeds from borrowings | 200,000,000 | ||
Repayment of borrowings | 25,781,000 | ||
Unamortized Debt Issuance Expense | 2,600,000 | ||
Interest Expense | 2,100,000 | $ 600,000 | |
Revolving Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | 50,000,000 | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 124,219,000 | ||
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings | $ 200,000,000 | ||
Credit facility, borrowings interest rate description | Borrowings bear interest, at the Company’s option, based on LIBOR or an alternate base rate plus a margin. | ||
Credit facility, origination fee and other expenses | $ 2,000,000 | ||
Effective interest rate | 3.00% | ||
Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Credit facility, commitment fee on undrawn portion available | 0.20% | ||
Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Credit facility, commitment fee on undrawn portion available | 0.30% | ||
Credit Agreement | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Credit facility, variable rate | 1.25% | ||
Credit Agreement | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Credit facility, variable rate | 2.00% | ||
Credit Agreement | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Credit facility, variable rate | 0.25% | ||
Credit Agreement | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Credit facility, variable rate | 1.00% | ||
Credit Agreement | Revolving Loans | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 225,000,000 | ||
Credit facility, additional borrowing capacity | 150,000,000 | ||
Proceeds from borrowings | 75,000,000 | ||
Credit Agreement | Term Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | 125,000,000 | ||
Credit Agreement | Term Loans | Eat24 | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings | 125,000,000 | ||
Previous Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 185,000,000 | ||
Credit facility, expiration date | Apr. 28, 2021 | ||
Credit facility, origination fee and other expenses | $ 700,000 |
Schedule of Future Maturities o
Schedule of Future Maturities of Principal Payments (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 3,906 |
2,019 | 6,250 |
2,020 | 6,250 |
2,021 | 7,031 |
2,022 | 7,031 |
Thereafter | 143,751 |
Total debt | $ 174,219 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | May 20, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options, Granted | 618,899 | 166,272 | 2,542,523 | |
Stock options expire period from the date of grant | 10 years | |||
Stock-based compensation | $ 32,748,000 | $ 23,559,000 | $ 13,450,000 | |
Total unrecognized stock-based compensation expense | $ 95,100,000 | |||
Unrecognized compensation expense recognition period | 2 years 10 months 24 days | |||
Excess tax benefit related to stock-based compensation, decrease in operating activities | (24,906,000) | (27,830,000) | ||
Excess tax benefits related to stock-based compensation | 24,906,000 | 27,830,000 | ||
Stock-based compensation capitalized as website and software development cost | $ 4,500,000 | 2,100,000 | 500,000 | |
Aggregate intrinsic value of awards exercised | 19,500,000 | 30,200,000 | 87,600,000 | |
ASU 2016-09 | Income Tax (Benefit) Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Recognized excess tax benefits from stock-based compensation | $ 7,100,000 | |||
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 | $ 0 | 1,700,000 | 1,900,000 | |
Fair value of awards vested during the period | 1,700,000 | 1,400,000 | ||
Unrecognized compensation expense related to share based awards other than options | 0 | |||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 11,800,000 | 12,300,000 | 9,900,000 | |
Unrecognized compensation expense recognition period | 2 years 2 months 12 days | |||
Unrecognized stock-based compensation expense | $ 16,300,000 | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 20,900,000 | 9,600,000 | 1,700,000 | |
Unrecognized compensation expense recognition period | 3 years | |||
Fair value of awards vested during the period | $ 27,300,000 | $ 5,800,000 | $ 0 | |
Unrecognized compensation expense related to share based awards other than options | $ 78,800,000 | |||
Non-vested restricted stock units or awards expected to vest | 2,441,460 | |||
Weighted average grant date fair value | $ 37.56 | $ 28.46 | ||
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 | 5,081,599 | |||
Common stock shares available for issuance | 5,081,599 | |||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Weighted-average fair value options granted | $ 15.19 | $ 12.59 | $ 14.66 | |
Average risk-free interest rate | 1.65% | 1.41% | 1.65% | |
Expected stock price volatilities | 48.70% | 49.70% | 48.40% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected stock option life (years) | [1] | 4 years | 5 years 10 months 2 days | 6 years 25 days |
[1] | During the year ended December 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 years ended December 31, 2016 and 2015, 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 | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options | |||
Options, Beginning Balance | 2,992,724 | ||
Options, Granted | 618,899 | 166,272 | 2,542,523 |
Options, Forfeited | (177,064) | ||
Options, Exercised | (728,710) | ||
Options, Ending Balance | 2,705,849 | 2,992,724 | |
Options, Vested and expected to vest | 2,639,619 | ||
Options, Exercisable | 1,286,981 | ||
Weighted-Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning Balance | $ 22.43 | ||
Weighted-Average Exercise Price, Granted | 38.49 | ||
Weighted-Average Exercise Price, Forfeited | 30.91 | ||
Weighted-Average Exercise Price, Exercised | 22.47 | ||
Weighted-Average Exercise Price, Ending Balance | 25.53 | $ 22.43 | |
Weighted-Average Exercise Price, Vested and expected to vest | 25.53 | ||
Weighted-Average Exercise Price, Exercisable | $ 19.14 | ||
Aggregate Intrinsic Value/Weighted-Average Exercise Term | |||
Aggregate Intrinsic Value | $ 125,197 | $ 46,608 | |
Aggregate Intrinsic Value, Vested and expected to vest | 121,850 | ||
Aggregate Intrinsic Value, Exercisable | $ 67,770 | ||
Weighted-Average Exercise Term, Outstanding Balance | 7 years 3 months 10 days | 7 years 8 months 4 days | |
Weighted-Average Exercise Term, Vested and expected to vest | 7 years 3 months 10 days | ||
Weighted-Average Exercise Term, Exercisable | 6 years 4 months 9 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Units (Detail) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 1,516,354 |
Shares, Granted | shares | 1,943,467 |
Shares, Forfeited | shares | (402,647) |
Shares, Vested | shares | (602,373) |
Shares, Ending Balance | shares | 2,454,801 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 28.46 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 40.99 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 34.01 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 28.11 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 37.56 |
Income Tax Provision (Detail)
Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 16,852 | $ 24,509 | $ 20,947 |
State | 4,721 | 8,132 | 6,260 |
Foreign | 271 | 338 | 480 |
Total current | 21,844 | 32,979 | 27,687 |
Deferred: | |||
Federal | (30,794) | 800 | (1,534) |
State | (385) | 516 | (2,301) |
Total deferred | (31,179) | 1,316 | (3,835) |
Total income tax (benefit) expense | $ (9,335) | $ 34,295 | $ 23,852 |
Income Before Provision for Inc
Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||
Domestic source | $ 88,357 | $ 82,033 | $ 59,705 |
Foreign source | 1,291 | 1,819 | 2,224 |
Income before provision for income taxes | $ 89,648 | $ 83,852 | $ 61,929 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at statutory rate | $ 31,377 | $ 29,348 | $ 21,675 |
State income taxes | 5,011 | 5,621 | 2,577 |
Effect of rate change | (36,768) | ||
Stock-based compensation | (7,072) | ||
Research and development tax credit | (800) | (638) | (345) |
Foreign rate differential | (203) | (273) | (328) |
Unremitted earnings tax | 363 | ||
Uncertain tax position | (55) | ||
Deferred tax true-up | 69 | ||
All other | (1,188) | 237 | 204 |
Total income tax (benefit) expense | $ (9,335) | $ 34,295 | $ 23,852 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | ||||
Corporate income tax rate | 35.00% | |||
Income tax (benefit) expense | $ (9,335,000) | $ 34,295,000 | $ 23,852,000 | |
Tax liability related to one-time tax on unremitted foreign earnings | 363,000 | |||
Valuation reserve, Recorded | 4,803,000 | 1,610,000 | ||
Excess tax benefits related to stock-based compensation | 24,906,000 | $ 27,830,000 | ||
Cumulative effect adjustment to retained earnings | $ 2,552,000 | |||
Income tax examination description | The Company is currently under examination in New York for corporate income tax returns for the tax years ended December 31, 2014, 2015 and 2016. The Company cannot predict with certainty whether there will be any additional tax liabilities, penalties and/or interest as a result of the audit. In June of 2017, the New York City Department of Finance completed a routine examination of Seamless Holdings Corporation for General Corporation Tax for the short tax period from October 17, 2012 through August 8, 2013 and proposed no changes. The Company does not expect any additional tax liabilities, penalties and/or interest as a result of the audit. | |||
Unrecognized tax benefits that would impact effective tax rate | $ 1,300,000 | 1,000,000 | ||
Significant adjustments to unrecognized tax benefits within the next twelve months | As of December 31, 2017, the Company anticipates that a portion of the unrecognized tax benefit will be reversed in 2018 due to the closing of the statute of limitations for one of its tax positions. | |||
Unrecognized tax benefits, estimated impact due to closing of statute of limitations | $ 800,000 | |||
Unrecognized Tax liabilities, penalties | 0 | |||
Maximum | ||||
Income Tax [Line Items] | ||||
Unrecognized Tax liabilities, interest expense | 100,000 | |||
ASU 2016-09 | ||||
Income Tax [Line Items] | ||||
Cumulative effect adjustment to retained earnings | 2,552,000 | |||
Illinois Edge | ASU 2016-09 | ||||
Income Tax [Line Items] | ||||
Deferred tax assets, tax credit carryforwards | $ 700,000 | |||
U K Subsidiary | ||||
Income Tax [Line Items] | ||||
Tax exemption percentage on foreign source portion of dividends from foreign subsidiaries | 100.00% | |||
Withholding taxes on undistributed foreign earnings repatriated | $ 0 | |||
Additional tax liability, unremitted foreign earnings | 0 | |||
Tax Cuts and Jobs Act | ||||
Income Tax [Line Items] | ||||
Income tax (benefit) expense | (34,100,000) | |||
Tax liability related to one-time tax on unremitted foreign earnings | 363,000 | |||
Tax Cuts and Jobs Act | U K Subsidiary | ||||
Income Tax [Line Items] | ||||
Tax liability related to one-time tax on unremitted foreign earnings | 363,000 | |||
State Tax | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 4,362,000 | 5,265,000 | ||
State Tax | ASU 2016-09 | ||||
Income Tax [Line Items] | ||||
Excess tax benefits related to stock-based compensation | 4,100,000 | |||
U.S. federal | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 595,000 | $ 483,000 | ||
U.S. federal | ASU 2016-09 | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 100,000 | |||
Scenario Forecast | ||||
Income Tax [Line Items] | ||||
Corporate income tax rate | 21.00% |
Deferred Income Tax Assets and
Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Loss and credit carryforwards | $ 11,184 | $ 6,714 |
Accrued expenses | 2,089 | 2,096 |
Stock-based compensation | 9,914 | 9,823 |
Total deferred tax assets | 23,187 | 18,633 |
Valuation allowance | (4,803) | (1,610) |
Net deferred tax assets | 18,384 | 17,023 |
Deferred tax liabilities: | ||
Fixed assets | (5,909) | (5,738) |
Intangible assets | (86,462) | (117,172) |
Prepaid expenses | (305) | (2,135) |
Total deferred tax liabilities | (92,676) | (125,045) |
Net deferred tax liability | $ (74,292) | $ (108,022) |
Tax Loss and Credit Carryforwar
Tax Loss and Credit Carryforwards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
U.S. federal | |||
Tax Credit Carryforward [Line Items] | |||
Tax loss carryforwards | $ 595 | $ 483 | |
Tax loss carryforwards, Expiration year | Dec. 31, 2027 | ||
State and Local | |||
Tax Credit Carryforward [Line Items] | |||
Tax loss carryforwards | $ 4,362 | 5,265 | |
Tax loss carryforwards, Expiration year | Dec. 31, 2027 | ||
Illinois Edge | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | [1] | $ 8,422 | $ 5,045 |
Tax credit carryforwards, Expiration year | [1] | Dec. 31, 2018 | |
[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, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of period | $ 3,345 | $ 2,932 |
Reductions for tax positions taken in prior years | (937) | |
Additions for tax positions taken in prior years | 413 | |
Additions for tax positions taken in the current year | 456 | |
Balance at end of period | $ 2,864 | $ 3,345 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 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 | 86,790,624 | 85,692,333 | |
Common stock, shares outstanding | 86,790,624 | 85,692,333 | |
Treasury stock, shares | 0 | 0 | |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 | |
Preferred Stock, shares issued | 0 | 0 | |
Preferred Stock, shares outstanding | 0 | 0 | |
Common stock | |||
Class Of Stock [Line Items] | |||
Common stock repurchased, Shares | 724,473 | ||
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, Shares | 0 | ||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan matching contributions amount | $ 2.3 | $ 1.7 | $ 1.3 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||
Net income attributable to common stockholders | $ 98,983 | $ 49,557 | $ 38,077 |
Basic EPS, Shares | |||
Weighted average number of shares outstanding, basic | 86,297 | 85,069 | 84,076 |
Diluted EPS, shares | |||
Weighted average number of shares outstanding, diluted | 88,182 | 86,135 | 85,706 |
Basic EPS, per share amount | |||
Net income attributable to common stockholders, per share amount | $ 1.15 | $ 0.58 | $ 0.45 |
Diluted EPS, per share amount | |||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 1.12 | $ 0.58 | $ 0.44 |
Stock Options | |||
Effect of Dilutive Securities, shares | |||
Stock options, Restricted stock units and restricted stock awards, shares | 1,059 | 792 | 1,594 |
Restricted Stock Units | |||
Effect of Dilutive Securities, shares | |||
Stock options, Restricted stock units and restricted stock awards, shares | 826 | ||
Restricted Stock Units and Restricted Stock Awards | |||
Effect of Dilutive Securities, shares | |||
Stock options, Restricted stock units and restricted stock awards, shares | 274 | 36 |
Earnings Per Share Attributab71
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) - Common stock - Stock Repurchase Program $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Class Of Stock [Line Items] | |
Common stock repurchased and retired, Shares | shares | 724,473 |
Common stock repurchased and retired, average price paid per share | $ / shares | $ 20.37 |
Common stock repurchased and retired | $ | $ 14,774 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options | |||
Anti-dilutive shares underlying stock-based awards: | |||
Anti-dilutive shares underlying stock-based awards | 0 | 552,108 | 2,380,813 |
Restricted Stock Units | |||
Anti-dilutive shares underlying stock-based awards: | |||
Anti-dilutive shares underlying stock-based awards | 35,646 | 212,170 | 464,930 |
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, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 64,784 | $ 155,249 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 93 | 1,723 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 61,317 | 131,937 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 3,374 | 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 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Investment Agreement - Subsequent Event - Yum Restaurant Services Group, LLC - Common stock - Q1 2018 $ / shares in Units, $ in Millions | Feb. 08, 2018USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Shares issued and sold | shares | 2,820,464 |
Purchase price per share | $ / shares | $ 70.9103 |
Aggregate purchase price | $ | $ 200 |