Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | GRUB | |
Entity Registrant Name | GRUBHUB INC. | |
Entity Central Index Key | 1,594,109 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 90,701,489 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 294,550 | $ 234,090 |
Short-term investments | 16,687 | 23,605 |
Accounts receivable, less allowances for doubtful accounts | 120,306 | 87,377 |
Income tax receivable | 14,125 | 8,593 |
Prepaid expenses and other current assets | 17,024 | 6,818 |
Total current assets | 462,692 | 360,483 |
PROPERTY AND EQUIPMENT: | ||
Property and equipment, net of depreciation and amortization | 105,434 | 71,384 |
OTHER ASSETS: | ||
Other assets | 11,666 | 6,487 |
Goodwill | 885,350 | 589,862 |
Acquired intangible assets, net of amortization | 520,867 | 515,553 |
Total other assets | 1,417,883 | 1,111,902 |
TOTAL ASSETS | 1,986,009 | 1,543,769 |
CURRENT LIABILITIES: | ||
Restaurant food liability | 122,900 | 119,922 |
Accounts payable | 17,184 | 7,607 |
Accrued payroll | 19,036 | 13,186 |
Taxes payable | 1,566 | 3,109 |
Short-term debt | 6,250 | 3,906 |
Other accruals | 33,186 | 26,818 |
Total current liabilities | 200,122 | 174,548 |
LONG-TERM LIABILITIES: | ||
Deferred taxes, non-current | 44,073 | 74,292 |
Other accruals | 19,683 | 7,468 |
Long-term debt | 290,073 | 169,645 |
Total long-term liabilities | 353,829 | 251,405 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of September 30, 2018 and December 31, 2017; issued and outstanding: no shares as of September 30, 2018 and December 31, 2017. | ||
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at September 30, 2018 and December 31, 2017; issued and outstanding: 90,598,259 and 86,790,624 shares as of September 30, 2018 and December 31, 2017, respectively | 9 | 9 |
Accumulated other comprehensive loss | (1,620) | (1,228) |
Additional paid-in capital | 1,079,165 | 849,043 |
Retained earnings | 354,504 | 269,992 |
Total Stockholders’ Equity | 1,432,058 | 1,117,816 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,986,009 | $ 1,543,769 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 90,598,259 | 86,790,624 |
Common stock, shares outstanding | 90,598,259 | 86,790,624 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 247,225 | $ 163,059 | $ 719,536 | $ 477,987 |
Costs and expenses: | ||||
Operations and support | 111,511 | 65,352 | 310,239 | 187,795 |
Sales and marketing | 49,426 | 35,138 | 144,413 | 105,346 |
Technology (exclusive of amortization) | 21,258 | 14,292 | 57,306 | 41,560 |
General and administrative | 22,195 | 18,617 | 58,072 | 46,627 |
Depreciation and amortization | 20,987 | 12,613 | 61,787 | 33,067 |
Total costs and expenses | 225,377 | 146,012 | 631,817 | 414,395 |
Income from operations | 21,848 | 17,047 | 87,719 | 63,592 |
Interest (income) expense - net | 337 | (373) | 1,367 | (908) |
Income before provision for income taxes | 21,511 | 17,420 | 86,352 | 64,500 |
Income tax (benefit) expense | (1,234) | 4,432 | 2,721 | 19,043 |
Net income attributable to common stockholders | $ 22,745 | $ 12,988 | $ 83,631 | $ 45,457 |
Net income per share attributable to common stockholders: | ||||
Basic | $ 0.25 | $ 0.15 | $ 0.94 | $ 0.53 |
Diluted | $ 0.24 | $ 0.15 | $ 0.91 | $ 0.52 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | ||||
Basic | 90,494 | 86,449 | 89,027 | 86,162 |
Diluted | 93,678 | 88,543 | 92,091 | 87,788 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 22,745 | $ 12,988 | $ 83,631 | $ 45,457 |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | (92) | 299 | (392) | 749 |
COMPREHENSIVE INCOME | $ 22,653 | $ 13,287 | $ 83,239 | $ 46,206 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 83,631 | $ 45,457 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 16,189 | 7,949 |
Provision for doubtful accounts | 741 | 338 |
Deferred taxes | 2,048 | (2,162) |
Amortization of intangible assets | 45,598 | 25,118 |
Stock-based compensation | 36,445 | 23,913 |
Deferred rent | 3,975 | 130 |
Amortization of deferred loan costs | 588 | 349 |
Other | (732) | (823) |
Change in assets and liabilities, net of the effects of business acquisitions: | ||
Accounts receivable | (17,969) | (15,903) |
Income taxes receivable | (5,533) | 3,795 |
Prepaid expenses and other assets | (15,455) | 4,193 |
Restaurant food liability | 1,608 | 4,591 |
Accounts payable | 5,265 | 2,965 |
Accrued payroll | 5,311 | 1,575 |
Other accruals | 3,752 | 6,351 |
Net cash provided by operating activities | 165,462 | 107,836 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions of businesses, net of cash acquired | (366,856) | (51,859) |
Purchases of investments | (47,642) | (145,667) |
Proceeds from maturity of investments | 54,916 | 164,733 |
Capitalized website and development costs | (21,471) | (15,281) |
Purchases of property and equipment | (31,984) | (12,549) |
Acquisition of other intangible assets | (25,147) | |
Other cash flows from investing activities | 38 | 589 |
Net cash used in investing activities | (412,999) | (85,181) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock | 200,000 | |
Proceeds from borrowings under the Credit Agreement | 175,000 | |
Repayments of borrowings under the Credit Agreement | (52,344) | |
Proceeds from exercise of stock options | 13,010 | 12,505 |
Taxes paid related to net settlement of stock-based compensation awards | (28,238) | (7,696) |
Payments for debt issuance costs | (285) | |
Net cash provided by financing activities | 307,428 | 4,524 |
Net change in cash, cash equivalents, and restricted cash | 59,891 | 27,179 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (406) | 709 |
Cash, cash equivalents, and restricted cash at beginning of year | 238,239 | 242,214 |
Cash, cash equivalents, and restricted cash at end of the period | 297,724 | 270,102 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS | ||
Cash paid for income taxes | 7,508 | 16,340 |
Capitalized property, equipment and website and development costs in accounts payable at period end | 4,069 | 1,048 |
Net working capital adjustment receivable | 530 | 887 |
Fair value of equity awards assumed on acquisition | 2,594 | |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ||
Cash and cash equivalents | $ 294,550 | 265,958 |
Restricted cash included in prepaid expenses and other current assets | $ 1,500 | |
Restricted Cash, Current, Asset, Statement of Financial Position [Extensible List] | us-gaap:PrepaidExpenseAndOtherAssetsCurrent | us-gaap:PrepaidExpenseAndOtherAssetsCurrent |
Restricted cash included in other assets | $ 3,174 | $ 2,644 |
Restricted Cash, Noncurrent, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Total cash, cash equivalents, and restricted cash | $ 297,724 | $ 270,102 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Grubhub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the “Company”) provide an online and mobile platform for restaurant pick-up and delivery orders. Diners enter their delivery address or use geo-location within the mobile applications and the Company displays the menus and other relevant information for restaurants in its network. Orders may be placed directly online, via mobile applications or over the phone at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of Grubhub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly-owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 28, 2018 (the “2017 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. On January 1, 2018, the Company adopted Financial Accounting Standards Board (the “FASB”) Revenue from Contracts with Customers Recently Issued Accounting Pronouncements Revenue, Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the nine months ended September 30, 2018 related to revenue and the statement of cash flows. Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in hosting arrangements that are service contracts and that include an internal-use software license with the requirement for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs are required to be expensed over the term of the hosting arrangement. The guidance also clarifies the presentation requirements for reporting such costs in the entity’s financial statements. The Company has elected to early adopt ASU 2018-15. The amendments will be applied prospectively to all implementation costs incurred after the date of adoption. Company’s consolidated financial position, results of operations or cash flows. In May 2017, the FASB 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 were effective for and adopted by the Company beginning in the first quarter of 2018. The amendments were applied using a retrospective transition method to each period presented and impacted the Company’s presentation of the consolidated statements of cash flows. The adoption of ASU 2016-15 and ASU 2016-18 had no material impact on the Company’s consolidated financial position, results of operations or cash flows as the Company’s restricted cash balances are immaterial. 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 in 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 February 2016, the FASB issued Accounting Standards Update No. Accounting Standards Update No. 2018-11 which provides for the election of transition methods between the modified retrospective method and the optional transition relief method. The modified retrospective method is applied to all prior reporting periods presented with a cumulative-effect adjustment recorded in the earliest comparative period while the optional transition relief method is applied beginning in the period of adoption with a cumulative-effect adjustment recorded in the first quarter of 2019. The Company will apply the optional transition relief method and has elected the optional practical expedient package, which includes retaining the current classification of leases. In May 2014, and in subsequent updates, the FASB issued ASC Topic 606 , Revenue from Contracts with Customers, Revenue Recognition industry-specific requirements. ASC Topic 606 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. ASC Topic 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC Topic 606 was effective for and adopted by the Company in the first quarter of 2018. . The adoption of these ASUs did not have and is not expected to have a material impact on the The adoption of ASC Topic 606 resulted in an increase in revenues of $0.1 million and $0.9 million for the three and nine months September 30, 2018, respectively, • Beginning in January 1, 2018, the Company defers the incremental costs of obtaining contracts as contract acquisition assets resulting in a net decrease of $2.0 million and $6.6 million in sales and marketing expense in the condensed consolidated statements of operations for the three and nine months September 30, 2018, respectively, • Beginning in the first quarter of 2018, the Company recognizes revenue from estimated unredeemed gift cards that are not subject to unclaimed property laws over the expected customer redemption period, rather than when the likelihood of redemption became remote. The Company recorded a cumulative-effect adjustment to opening retained earnings as of January 1, 2018 of $0.9 million related to unredeemed gift cards, breakage income of $0.3 million and $0.9 million in revenues in the condensed consolidated statements of operations during the three and nine months September 30, 2018, respectively, and a corresponding decrease in other accruals of $2.0 million on the condensed consolidated balance sheets. • Changes in the timing of revenue recognition under ASC Topic 606 related to incentives, refunds and adjustments resulted in a $0.1 million decrease and $0.1 million increase in revenues in the condensed consolidated statements of operations during the three and nine months ended September 30, 2018, respectively. • The adoption of ASC Topic 606 had no impact to the Company’s total net cash provided by or used in operations, investing or financing activities within the Company’s condensed consolidated statement of cash flows for the nine months ended See Note 3, Revenue, |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Revenues are recognized when control of the promised goods or services is transferred to the customer, in the amount that reflects the consideration the Company expects to receive in exchange for those good or services. The Company generates revenues primarily when diners place an order on the platform through its mobile applications, its websites, or through third-party websites that incorporate the Company’s 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 that 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. The Company may also charge a delivery fee directly to the diner. Revenues from online and phone pick-up and delivery orders are recognized when the orders are transmitted to the restaurants, including revenues for managed delivery services due to the simultaneous nature of the Company’s delivery operations. The amount of revenue recognized by the Company is based on the arrangement with the related restaurant and is adjusted for any expected refunds or adjustments based on historical experience and any cash credits related to the transaction, including incentive offers provided to restaurants and diners. The Company also recognizes as revenue any fees charged to the diner for delivery services provided by the Company. Although the Company processes and collects the entire amount of the transaction with the diner, it records revenue for transmitting orders to restaurants on a net basis because the Company is acting as an agent for takeout orders, which are prepared by the restaurants. The Company is the principal in the transaction with respect to credit card processing and managed delivery services because it controls the respective services. As a result, costs incurred for processing the credit card transactions and providing delivery services are included in operations and support expense in the consolidated statements of operations. The Company periodically provides incentive offers to restaurants and diners to use our platform. These promotions are generally cash credits to be applied against purchases. These incentive offers are recorded as a reduction in revenues, generally on the date the corresponding order revenue is recognized. For those incentives related to current orders that create an obligation to discount future orders, the Company allocates the incentives that are expected to be redeemed proportionally to current and future orders based on their relative expected transaction prices. For most orders, diners use a credit card to pay for their meal when the order is placed. For these transactions, the Company collects the total amount of the diner’s order net of payment processing fees from the payment processor and remits the net proceeds to the restaurant less commission. The Company generally accumulates funds and remits the net proceeds to the restaurants on at least a monthly basis, depending on the payment terms with the restaurant. The Company also accepts payment for orders via gift cards offered on its platform. For gift cards that are not subject to unclaimed property laws, t he Company recognizes revenue from estimated unredeemed gift cards, based on its historical breakage experience, over the expected customer redemption period. Certain governmental taxes are imposed on the products and services provided through the Company’s platform and are included in the order fees charged to the diner and collected by the Company. Sales taxes are either remitted to the restaurant for payment or are paid directly to certain states. These fees are recorded on a net basis, and, as a result, are excluded from revenues. The Company also generates a small amount of revenues directly from companies that participate in our corporate ordering program and by selling advertising to third parties on our allmenus.com website. The Company does not anticipate that the foregoing will generate a material portion of our revenues in the foreseeable future. During the three months ended September 30, 2018, the Company recognized a small amount of revenues from software and professional services, which are generally recognized ratably over the subscription period beginning on the date the software is available. Revenues for certain professional services may be recognized in full once the services are performed if they are distinct and separately identifiable. Accounts Receivable Accounts receivable primarily represent the net cash due from the Company’s payment processor for cleared transactions and amounts owed from corporate customers, which are generally invoiced on a monthly basis. 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 based on historical loss experience and any current or forecasted specific risks. Deferred Revenues The Company’s deferred revenues consist primarily of gift card liabilities and certain incentive liabilities. These amounts are included within other accruals on the consolidated balance sheets and are not material to the Company’s consolidated financial position. The majority of gift cards and incentives issued by the Company are redeemed within a year. Contract Acquisition Costs The Company defers the incremental costs of obtaining contracts including certain commissions and bonuses and related payroll taxes as contract acquisition assets within other assets on the consolidated balance sheets. Contract acquisition assets are amortized using the straight-line method to sales and marketing expense in the consolidated statements of operations over the useful life of the contract, which is estimated to be approximately 4 years. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions 2018 Acquisitions On September 13, 2018, the Company acquired SCVNGR, Inc. d/b/a LevelUp (“LevelUp”) for approximately $369.7 million, including $367.6 million of cash paid (net of cash acquired of $6.0 million), $2.6 million of other non-cash consideration and a net working capital adjustment receivable of $0.5 million. LevelUp is a leading provider of mobile diner engagement and payment solutions for national and regional restaurant brands. The acquisition of LevelUp is expected to simplify the Company’s integrations with restaurants’ systems, increase diner engagement and accelerate product development. The Company assumed LevelUp employees’ unvested incentive stock option (“ISO”) awards as of the closing date. Approximately $2.6 million of the fair value of the assumed ISO awards granted to acquired LevelUp employees was attributable to the pre-combination services of the LevelUp awardees and was included in the $369.7 million purchase price. This amount is reflected within goodwill in the purchase price allocation. As of the acquisition date, post-combination expense of approximately $17.0 million is expected to be recognized related to the assumed ISO awards over the remaining post-combination service period. The results of operations of LevelUp have been included in the Company’s financial statements since September 13, 2018 but did not have a material impact on the Company’s condensed consolidated results of operations for the three and nine months ended September 30, 2018. The excess of the consideration transferred in the acquisition over the net amounts assigned to the fair value of the assets was recorded as goodwill, which represents the value of LevelUp’s technology team and the ability to simplify integrations with restaurants on the Company’s platform The assets acquired and liabilities assumed of LevelUp were recorded at their estimated fair values as of the closing date of September 13, 2018. The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the asset and liabilities acquired in connection with the LevelUp acquisition: LevelUp (in thousands) Accounts receivable $ 6,201 Prepaid expenses and other current assets 1,396 Property and equipment 895 Restaurant relationships 10,217 Diner acquisition 3,912 Below-market lease intangible 2,205 Developed technology 20,107 Goodwill 295,488 Net deferred tax asset 32,267 Accounts payable and accrued expenses (3,031 ) Total purchase price net of cash acquired $ 369,657 Net working capital adjustment receivable 530 Fair value of assumed ISOs attributable to pre-combination service (2,594 ) Net cash paid $ 367,593 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. Eat24 provides online and mobile food ordering for restaurants and diners across the United States. 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 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. The excess of the consideration transferred in the acquisitions over the net amounts assigned to the fair value of the assets were recorded as goodwill, which represents the value of increasing the breadth and depth of the Company’s network of restaurants and diners. The total goodwill related to the acquisitions of Eat24 and Foodler of $153.4 million is expected to be deductible for income tax purposes. The assets acquired and liabilities assumed of Eat24 and Foodler were recorded at their estimated fair values as of the respective closing dates of October 10, 2017 and August 23, 2017. The following table summarizes the final 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 Fair value of replacement RSUs attributable to pre-combination service (274 ) — (274 ) Cash acquired (40 ) (86 ) (126 ) Net cash paid $ 281,442 $ 51,122 $ 332,564 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 as follows: Valuation Method LevelUp Foodler Eat24 Restaurant relationships With or without comparative business valuation Multi-period excess earnings Multi-period excess earnings Diner acquisition Cost to recreate Cost to recreate Cost to recreate Developed technology Multi-period excess earnings Cost to recreate Cost to recreate Trademark n/a Relief from royalty Relief from royalty The fair value of the below market lease was measured based on the present value of the difference between the contractual amounts to be paid pursuant to the lease and an estimate of current fair market lease rates measured over the non-cancelable remaining term of the lease. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company incurred certain expenses directly and indirectly related to acquisitions which were recognized in general and administrative expenses within the condensed consolidated statements of operations for the three months ended September 30, 2018 and 2017 of $2.6 Pro Forma The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2018 and 2017 as if the acquisitions of LevelUp, Eat24 and Foodler had occurred as of January 1 of the year prior to acquisition: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except per share data) Revenues $ 255,777 $ 190,833 $ 746,545 $ 562,364 Net income 22,352 5,084 75,348 15,869 Net income per share attributable to common shareholders: Basic $ 0.25 $ 0.06 $ 0.85 $ 0.18 Diluted $ 0.24 $ 0.06 $ 0.82 $ 0.18 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 three and nine months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Depreciation and amortization $ (186 ) $ 2,085 $ (248 ) $ 9,488 Transaction costs (2,646 ) (1,799 ) (5,010 ) 846 Stock-based compensation (458 ) 728 2,325 3,748 Interest expense 33 1,128 244 3,547 Other — 1,571 — 4,401 Income tax (benefit) expense 964 (1,546 ) 796 (9,367 ) The unaudited pro forma revenues and net income are not intended to represent or be indicative of the Company’s condensed consolidated results of operations or financial condition that would have been reported had the acquisitions been completed as of the beginning of the |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 5. Marketable Securities The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 10,231 $ — $ (12 ) $ 10,219 Short-term investments Commercial paper 14,938 — (112 ) 14,826 Corporate bonds 1,749 — — 1,749 Total $ 26,918 $ — $ (124 ) $ 26,794 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 All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of September 30, 2018. Approximately $40 million of the Company’s marketable securities matured during the nine months ended September 30, 2018, which was invested in other interest-bearing accounts upon maturity. The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 25,045 $ (124 ) $ — $ — $ 25,045 $ (124 ) Total $ 25,045 $ (124 ) $ — $ — $ 25,045 $ (124 ) December 31, 2017 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 61,317 $ (142 ) $ — $ — $ 61,317 $ (142 ) Corporate bonds 3,374 (1 ) — — 3,374 (1 ) Total $ 64,691 $ (143 ) $ — $ — $ 64,691 $ (143 ) The Company recognized interest income during the three months ended September 30, 2018 and 2017 of $1.3 million and $0.5 million, respectively, and for the nine months ended September 30, 2018 and 2017 of $3.2 million and $1.5 million, respectively, within net interest (income) expense on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2018 and 2017, 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 | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 6. Goodwill and Acquired Intangible Assets The components of acquired intangible assets as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 467,797 $ (96,321 ) $ 371,476 $ 457,580 $ (76,852 ) $ 380,728 Diner acquisition 44,159 (7,982 ) 36,177 40,247 (1,906 ) 38,341 Developed technology 28,630 (8,591 ) 20,039 8,523 (6,418 ) 2,105 Trademarks 2,225 (2,225 ) — 2,225 (402 ) 1,823 Below-market lease intangible 2,206 (21 ) 2,185 — — — Other 3,676 (2,362 ) 1,314 6,888 (4,008 ) 2,880 Total amortizable intangible assets 548,693 (117,502 ) 431,191 515,463 (89,586 ) 425,877 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 638,369 $ (117,502 ) $ 520,867 $ 605,139 $ (89,586 ) $ 515,553 The gross carrying amount and accumulated amortization of the Company’s other intangible assets as of September 30, 2018 were adjusted by $3.2 million and $2.5 million, respectively, for certain assets that were no longer in use. Amortization expense for acquired intangible assets was $10.0 million and $6.4 million for the three months ended September 30, 2018 and 2017, respectively, and $31.1 million and $16.8 million for the nine months The changes in the carrying amount of goodwill during the nine months ended September 30, 2018 were as follows: Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2017 $ 589,862 $ — $ 589,862 Acquisition of LevelUp 295,488 — 295,488 Balance as of September 30, 2018 $ 885,350 $ — $ 885,350 During the nine months Nine Months Ended September 30, 2018 Amount Weighted-Average Amortization Period (in thousands) (years) Developed technology $ 20,107 6.0 Restaurant relationships 10,217 19.0 Diner acquisition 3,912 5.0 Below-market lease intangible 2,205 5.8 Total $ 36,441 Estimated future amortization expense of acquired intangible assets as of September 30, 2018 was as follows: (in thousands) The remainder of 2018 $ 10,117 2019 38,485 2020 37,315 2021 37,304 2022 35,334 Thereafter 272,636 Total $ 431,191 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment The components of the Company’s property and equipment as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 (in thousands) Developed software $ 78,332 $ 52,041 Computer equipment 44,896 31,601 Leasehold improvements 31,809 23,400 Furniture and fixtures 8,704 6,857 Purchased software and digital assets 3,581 2,881 Construction in progress 5,559 — Property and equipment 172,881 116,780 Accumulated depreciation and amortization (67,447 ) (45,396 ) Property and equipment, net $ 105,434 $ 71,384 The Company recorded depreciation and amortization expense for property and equipment other than developed software of $5.7 million and $2.9 million for the three months ended September 30, 2018 and 2017, respectively, and $16.2 million and $8.0 million for the nine months The gross carrying amount and accumulated amortization of the Company’s leasehold improvements, developed software, furniture and fixtures and purchased software and digital assets as of September 30, 2018 were adjusted in aggregate by $8.6 million and $8.2 million, respectively, for certain assets that were no longer in use. The Company capitalized developed software costs of $10.8 million and $6.8 million for the three months ended September 30, 2018 and 2017, respectively, and $28.1 million and $18.9 million for the nine months |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California (the “Court”), Case No. 3:11-cv-1810 (“’1810 action”). In March 2012, Ameranth initiated eight additional actions for infringement of a related patent, U.S. Patent No. 8,146,077 (“’077 patent”), in the same forum, including separate actions against Grubhub Holdings Inc., Case No. 3:12-cv-739 (“’739 action”), and Seamless North America, LLC, Case No. 3:12-cv-737 (“’737 action”). In August 2012, the Court severed the claims against Grubhub Holdings Inc. and Seamless North America, LLC in the ’1810 action and consolidated them with the ’739 action and the ’737 action, respectively. Later, the Court consolidated these separate cases against Grubhub Holdings Inc. and Seamless North America, LLC, along with the approximately 40 other cases Ameranth filed in the same district, with the original ’1810 action. In their answers, Grubhub Holdings Inc. and Seamless North America, LLC denied infringement and interposed various defenses, including non-infringement, invalidity, unenforceability and inequitable conduct. 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. In September 2018, the court granted summary judgment of unpatentability on the ‘077 patent and vacated the December 3, 2018 jury trial date for the claims against Grubhub Holdings Inc. and Seamless North America, LLC. The Company believes this case lacks merit and that it has strong defenses to all of the infringement claims. The Company intends to defend the suit vigorously. However, the Company is unable to predict the likelihood of success of Ameranth’s infringement claims and is unable to predict the likelihood of success of its counterclaims. The Company has not recorded an accrual related to this lawsuit as of September 30, 2018 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 | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The following table summarizes the carrying value of the Company’s debt as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 (in thousands) Term loan $ 121,875 $ 124,219 Revolving loan 175,000 50,000 Total debt 296,875 174,219 Less current portion (6,250 ) (3,906 ) Less unamortized deferred debt issuance costs (552 ) (668 ) Long-term debt $ 290,073 $ 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. There have been no changes in the terms of the Credit Agreement during the nine months ended September 30, 2018. During the nine months ended September 30, 2018, the Company borrowed $175.0 million of revolving loans under the Credit Agreement. The Company utilized the revolving loan proceeds to finance a portion of the purchase price and transaction costs in connection with the acquisition of LevelUp. During the nine months ended September 30, 2018, the Company made principal payments of $52.3 million from cash on hand. As of September 30, 2018, outstanding borrowings under the Credit Agreement were $296.9 million. The fair value of the Company’s outstanding debt approximates its carrying value as of September 30, 2018 (see Note 14, Fair Value Measurement , for additional details) . The Company was in compliance with the covenants of the Credit Agreement as of September 30, 2018 . Additional capacity under the Credit Agreement may be used for general corporate purposes, including funding working capital and future acquisitions . Interest expense includes interest on outstanding borrowings, amortization of debt issuance costs and commitment fees on the undrawn portion available under the Credit Agreement. The Company recognized interest expense of $1.7 million and $0.2 million, during the three months ended September 30, 2018 and 2017, respectively, and $4.6 million and $0.6 million during the nine months ended September 30, 2018 and 2017, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company has granted non-qualified and incentive stock options, restricted stock units and restricted stock awards under its incentive plans. Stock-based Compensation Expense The total stock-based compensation expense related to all stock-based awards was $14.2 million and $8.5 million during the three months ended September 30, 2018 and 2017, respectively, and $36.4 million and $23.9 million during the nine months ended September 30, 2018 and 2017, respectively As of September 30, 2018, $175.7 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 3.0 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 units in excess of the deferred tax assets that were previously recorded. During the three months ended September 30, 2018 and the Company recognized excess tax benefits from stock-based compensation of $7.6 $21.5 million and $5.7 million during the nine months ended September 30, 2018 and , respectively, within income tax (benefit) expense on the condensed consolidated statements of operations and within cash flows from operating activities on the condensed consolidated statements of cash flows. The Company capitalized stock-based compensation expense as website and software development costs of September 30, 2018 and 2017, respectively, and $6.3 million and $3.3 million during the Stock Options The Company granted 584,305 , including unvested ISOs assumed with the acquisition of LevelUp, and 618,899 stock options during the nine months ended September 30, 2018 and 2017, 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. Beginning in the first quarter of 2018, expected volatility is based on the historical and implied volatilities of the Company’s own common stock The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2018 and 2017 were as follows: Nine Months Ended September 30, 2018 2017 Weighted-average fair value options granted $ 65.86 $ 15.19 Average risk-free interest rate 2.55 % 1.65 % Expected stock price volatility (a) 46.1 % 48.7 % Dividend yield None None Expected stock option life (years) (b) 3.64 4.00 (a) Prior to the first quarter of 2018, the expected stock price volatility was 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. (b) The expected term for the LevelUp assumed ISO awards was calculated based on their respective remaining vesting periods as of the acquisition date. Stock option awards as of December 31, 2017 and September 30, 2018, and changes during the ended , were as follows Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2017 2,705,849 $ 25.53 $ 125,197 7.28 Granted 584,305 68.74 Forfeited (115,035 ) 34.21 Exercised (487,317 ) 26.70 Outstanding at September 30, 2018 2,687,802 34.34 280,279 7.11 Vested and expected to vest at September 30, 2018 2,682,769 34.28 279,912 7.10 Exercisable at September 30, 2018 1,415,269 $ 21.73 $ 165,427 6.10 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. The aggregate intrinsic value of assumed LevelUp ISOs as of September 30, 2018 was approximately $23.0 million. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. 2017 nine months ended September 30, 2018 and 2017 was $36.1 million and $13.7 million, respectively. The Company recorded compensation expense for stock options of $4.5 2017 nine months ended September 30, 2018 and 2017, respectively Restricted Stock Units Non-vested restricted stock units as of December 31, 2017 September 30, 2018 nine months September 30, 2018 Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2017 2,454,801 $ 37.56 Granted 1,107,806 94.35 Forfeited (292,409 ) 51.67 Vested (796,579 ) 35.94 Outstanding at September 30, 2018 2,473,619 $ 61.84 C ompensation expense related to restricted stock units was $9.7 September 30, 2018 and 2017 , nine months ended September 30, 2018 and 2017, respectively September 30, 2018 2017 nine months ended September 30, 2018 and 2017, respectively September 30, 2018 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company’s effective tax rate was negative 5.7% and 25.4% during the three months ended September 30, 2018 and 2017 nine months ended September 30, 2018 and 2017, respectively ended September 30, 2018 and 2017 nine months ended September 30, 2018 and 2017 Stock-based Compensation federal corporate income tax rate decreased from 35% to 21% during the same periods as a result of the Tax Cuts and Jobs Act. In July 2018, the examination in New York for corporate income tax returns for the tax years ended December 31, 2014, 2015 and 2016 was completed with no material findings. The Company does not expect any material additional tax liabilities, penalties and/or interest as a result of the audit. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity As of September 30, 2018 and December 31, 2017 Common Stock Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At September 30, 2018 and December 31, 2017, there were 500,000,000 shares of common stock authorized. At September 30, 2018 and December 31, 2017, there were 90,598,259 and 86,790,624 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of September 30, 2018 or December 31, 2017. On April 25, 2018, the Company issued and sold 2,820,464 shares of the Company’s common stock to Yum Restaurant Services Group, LLC (the “Investor”), a wholly owned subsidiary of Yum! Brands, Inc., for an aggregate purchase price of $200 million pursuant to an investment agreement dated February 7, 2018, by and between the Company and the Investor. The Company has used and expects to use the proceeds for general corporate purposes. On January 22, 2016, the Company’s Board of Directors approved a program that authorizes the repurchase of up to $100 million of the Company’s common stock exclusive of any fees, commissions or other expenses relating to such repurchases through open market purchases or privately negotiated transactions at the prevailing market price at the time of purchase. The repurchase program was announced on January 25, 2016. The repurchased stock may be retired or held as authorized but unissued treasury shares. The repurchase authorizations do not obligate the Company to acquire any particular amount of common stock or adopt any particular method of repurchase Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock. There were no issued or outstanding shares of preferred stock as of September 30, 2018 or December 31, 2017 The Company’s equity as of December 31, 2017 and September 30, 2018 , and changes during the nine months ended September 30, 2018 , were as follows: (in thousands) Balance at December 31, 2017 $ 1,117,816 Net income 83,631 Cumulative effect of change in accounting principle (a) 882 Currency translation (392 ) Stock-based compensation 42,755 Shares repurchased and retired to satisfy tax withholding upon vesting (28,238 ) Stock option exercises, net of withholdings and other 13,010 Stock-based compensation, assumed ISO awards 2,594 Issuance of common stock 200,000 Balance at September 30, 2018 $ 1,432,058 (a) See Note 2, Significant Accounting Policies nine months September 30, 2018. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2018 | |
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 and restricted stock units, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and vesting of restricted stock units using the treasury stock method. The sale of 2,820,464 shares of the Company’s common stock to the Investor on April 25, 2018 resulted in an immediate increase in the outstanding shares used to calculate the weighted-average common shares outstanding for the nine months ended September 30, 2018 Stockholders’ Equity The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2018 and 2017 Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 22,745 90,494 $ 0.25 $ 12,988 86,449 $ 0.15 Effect of Dilutive Securities Stock options — 1,704 — 1,105 Restricted stock units — 1,480 — 989 Diluted EPS Net income attributable to common stockholders $ 22,745 93,678 $ 0.24 $ 12,988 88,543 $ 0.15 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 83,631 89,027 $ 0.94 $ 45,457 86,162 $ 0.53 Effect of Dilutive Securities Stock options — 1,649 — 951 Restricted stock units — 1,415 — 675 Diluted EPS Net income attributable to common stockholders $ 83,631 92,091 $ 0.91 $ 45,457 87,788 $ 0.52 The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three and nine months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Anti-dilutive shares underlying stock-based awards: Stock options 251,582 685,671 251,582 685,671 Restricted stock units 84,668 84,358 84,668 84,358 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2018 | |
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 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. The Company’s long-term debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company. Accounts receivable, restaurant food liability and accounts payable approximate fair value due to their generally short-term maturities. The following table presents the fair value, for disclosure purposes only, and carrying value of the Company’s assets and liabilities that are recorded at other than fair value as of September 30, 2018 and December 31, 2017 September 30, 2018 December 31, 2017 Level 2 Level 3 Carrying Value Level 2 Level 3 Carrying Value (in thousands) Assets Money market funds $ 18 $ — $ 18 $ 93 $ — $ 93 Commercial paper 25,045 — 25,169 61,317 — 61,459 Corporate bonds 1,749 — 1,749 3,374 — 3,375 Total assets $ 26,812 $ — $ 26,936 $ 64,784 $ — $ 64,927 Liabilities Long-term debt, including current maturities — 303,001 296,875 — 175,700 174,219 Total liabilities $ — $ 303,001 $ 296,875 $ — $ 175,700 $ 174,219 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 4, Acquisitions |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | On September 25, 2018, the Company entered into a share purchase agreement by and among the Company, Grubhub Holdings Inc., Tapingo Ltd. (“Tapingo”), Shareholder Representative Services LLC, solely in its capacity as representative of the securityholders, and other parties signatory thereto, to acquire all of the issued and outstanding shares of Tapingo. Tapingo is a leading platform for campus food ordering with direct integration into college meal plans and point of sale systems. The acquisition is expected to enhance the Company’s diner network on college campuses. On September 12, 2018, the Company entered into a definitive agreement to complete the acquisition of substantially all of the restaurant and diner network assets of OrderUp, Inc. (“OrderUp”), a wholly-owned subsidiary of Groupon, Inc. The Company previously completed the acquisition of certain assets of OrderUp on September 14, 2017. Pursuant to the purchase agreements, the Company will acquire Tapingo and certain additional assets of OrderUp for total aggregate consideration of approximately $170 million, subject to customary adjustments and closing conditions. The purchase price is currently expected to be funded through a combination of cash on hand and proceeds from borrowings under |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of Grubhub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly-owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 28, 2018 (the “2017 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. On January 1, 2018, the Company adopted Financial Accounting Standards Board (the “FASB”) Revenue from Contracts with Customers Recently Issued Accounting Pronouncements Revenue, |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates. |
Changes in Accounting Principle | Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the nine months ended September 30, 2018 related to revenue and the statement of cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in hosting arrangements that are service contracts and that include an internal-use software license with the requirement for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs are required to be expensed over the term of the hosting arrangement. The guidance also clarifies the presentation requirements for reporting such costs in the entity’s financial statements. The Company has elected to early adopt ASU 2018-15. The amendments will be applied prospectively to all implementation costs incurred after the date of adoption. Company’s consolidated financial position, results of operations or cash flows. In May 2017, the FASB 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 were effective for and adopted by the Company beginning in the first quarter of 2018. The amendments were applied using a retrospective transition method to each period presented and impacted the Company’s presentation of the consolidated statements of cash flows. The adoption of ASU 2016-15 and ASU 2016-18 had no material impact on the Company’s consolidated financial position, results of operations or cash flows as the Company’s restricted cash balances are immaterial. 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 in 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 February 2016, the FASB issued Accounting Standards Update No. Accounting Standards Update No. 2018-11 which provides for the election of transition methods between the modified retrospective method and the optional transition relief method. The modified retrospective method is applied to all prior reporting periods presented with a cumulative-effect adjustment recorded in the earliest comparative period while the optional transition relief method is applied beginning in the period of adoption with a cumulative-effect adjustment recorded in the first quarter of 2019. The Company will apply the optional transition relief method and has elected the optional practical expedient package, which includes retaining the current classification of leases. In May 2014, and in subsequent updates, the FASB issued ASC Topic 606 , Revenue from Contracts with Customers, Revenue Recognition industry-specific requirements. ASC Topic 606 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. ASC Topic 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC Topic 606 was effective for and adopted by the Company in the first quarter of 2018. . The adoption of these ASUs did not have and is not expected to have a material impact on the The adoption of ASC Topic 606 resulted in an increase in revenues of $0.1 million and $0.9 million for the three and nine months September 30, 2018, respectively, • Beginning in January 1, 2018, the Company defers the incremental costs of obtaining contracts as contract acquisition assets resulting in a net decrease of $2.0 million and $6.6 million in sales and marketing expense in the condensed consolidated statements of operations for the three and nine months September 30, 2018, respectively, • Beginning in the first quarter of 2018, the Company recognizes revenue from estimated unredeemed gift cards that are not subject to unclaimed property laws over the expected customer redemption period, rather than when the likelihood of redemption became remote. The Company recorded a cumulative-effect adjustment to opening retained earnings as of January 1, 2018 of $0.9 million related to unredeemed gift cards, breakage income of $0.3 million and $0.9 million in revenues in the condensed consolidated statements of operations during the three and nine months September 30, 2018, respectively, and a corresponding decrease in other accruals of $2.0 million on the condensed consolidated balance sheets. • Changes in the timing of revenue recognition under ASC Topic 606 related to incentives, refunds and adjustments resulted in a $0.1 million decrease and $0.1 million increase in revenues in the condensed consolidated statements of operations during the three and nine months ended September 30, 2018, respectively. • The adoption of ASC Topic 606 had no impact to the Company’s total net cash provided by or used in operations, investing or financing activities within the Company’s condensed consolidated statement of cash flows for the nine months ended See Note 3, Revenue, |
Accounts Receivable | Accounts Receivable Accounts receivable primarily represent the net cash due from the Company’s payment processor for cleared transactions and amounts owed from corporate customers, which are generally invoiced on a monthly basis. 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 based on historical loss experience and any current or forecasted specific risks. |
Deferred Revenues | Deferred Revenues The Company’s deferred revenues consist primarily of gift card liabilities and certain incentive liabilities. These amounts are included within other accruals on the consolidated balance sheets and are not material to the Company’s consolidated financial position. The majority of gift cards and incentives issued by the Company are redeemed within a year. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
LevelUp | |
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 asset and liabilities acquired in connection with the LevelUp acquisition: LevelUp (in thousands) Accounts receivable $ 6,201 Prepaid expenses and other current assets 1,396 Property and equipment 895 Restaurant relationships 10,217 Diner acquisition 3,912 Below-market lease intangible 2,205 Developed technology 20,107 Goodwill 295,488 Net deferred tax asset 32,267 Accounts payable and accrued expenses (3,031 ) Total purchase price net of cash acquired $ 369,657 Net working capital adjustment receivable 530 Fair value of assumed ISOs attributable to pre-combination service (2,594 ) Net cash paid $ 367,593 |
Eat24 and Foodler | |
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 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 Fair value of replacement RSUs attributable to pre-combination service (274 ) — (274 ) Cash acquired (40 ) (86 ) (126 ) Net cash paid $ 281,442 $ 51,122 $ 332,564 |
LevelUp,Eat24 and Foodler | |
Business Acquisition [Line Items] | |
Valuation Methods for Intangible Assets Acquired | 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 as follows: Valuation Method LevelUp Foodler Eat24 Restaurant relationships With or without comparative business valuation Multi-period excess earnings Multi-period excess earnings Diner acquisition Cost to recreate Cost to recreate Cost to recreate Developed technology Multi-period excess earnings Cost to recreate Cost to recreate Trademark n/a Relief from royalty Relief from royalty |
Pro Forma Summary of Operation | The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2018 and 2017 as if the acquisitions of LevelUp, Eat24 and Foodler had occurred as of January 1 of the year prior to acquisition: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except per share data) Revenues $ 255,777 $ 190,833 $ 746,545 $ 562,364 Net income 22,352 5,084 75,348 15,869 Net income per share attributable to common shareholders: Basic $ 0.25 $ 0.06 $ 0.85 $ 0.18 Diluted $ 0.24 $ 0.06 $ 0.82 $ 0.18 |
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 three and nine months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Depreciation and amortization $ (186 ) $ 2,085 $ (248 ) $ 9,488 Transaction costs (2,646 ) (1,799 ) (5,010 ) 846 Stock-based compensation (458 ) 728 2,325 3,748 Interest expense 33 1,128 244 3,547 Other — 1,571 — 4,401 Income tax (benefit) expense 964 (1,546 ) 796 (9,367 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Held-to-Maturity Marketable Securities | The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 10,231 $ — $ (12 ) $ 10,219 Short-term investments Commercial paper 14,938 — (112 ) 14,826 Corporate bonds 1,749 — — 1,749 Total $ 26,918 $ — $ (124 ) $ 26,794 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 |
Summary of Continuous Unrealized Loss on Marketable Securities | The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 25,045 $ (124 ) $ — $ — $ 25,045 $ (124 ) Total $ 25,045 $ (124 ) $ — $ — $ 25,045 $ (124 ) December 31, 2017 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 61,317 $ (142 ) $ — $ — $ 61,317 $ (142 ) Corporate bonds 3,374 (1 ) — — 3,374 (1 ) Total $ 64,691 $ (143 ) $ — $ — $ 64,691 $ (143 ) |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Acquired Intangible Assets (Finite Lived) | The components of acquired intangible assets as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 467,797 $ (96,321 ) $ 371,476 $ 457,580 $ (76,852 ) $ 380,728 Diner acquisition 44,159 (7,982 ) 36,177 40,247 (1,906 ) 38,341 Developed technology 28,630 (8,591 ) 20,039 8,523 (6,418 ) 2,105 Trademarks 2,225 (2,225 ) — 2,225 (402 ) 1,823 Below-market lease intangible 2,206 (21 ) 2,185 — — — Other 3,676 (2,362 ) 1,314 6,888 (4,008 ) 2,880 Total amortizable intangible assets 548,693 (117,502 ) 431,191 515,463 (89,586 ) 425,877 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 638,369 $ (117,502 ) $ 520,867 $ 605,139 $ (89,586 ) $ 515,553 |
Components of Acquired Intangible Assets (Infinite Lived) | The components of acquired intangible assets as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 467,797 $ (96,321 ) $ 371,476 $ 457,580 $ (76,852 ) $ 380,728 Diner acquisition 44,159 (7,982 ) 36,177 40,247 (1,906 ) 38,341 Developed technology 28,630 (8,591 ) 20,039 8,523 (6,418 ) 2,105 Trademarks 2,225 (2,225 ) — 2,225 (402 ) 1,823 Below-market lease intangible 2,206 (21 ) 2,185 — — — Other 3,676 (2,362 ) 1,314 6,888 (4,008 ) 2,880 Total amortizable intangible assets 548,693 (117,502 ) 431,191 515,463 (89,586 ) 425,877 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 638,369 $ (117,502 ) $ 520,867 $ 605,139 $ (89,586 ) $ 515,553 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the nine months ended September 30, 2018 were as follows: Goodwill Accumulated Impairment Losses Net Book Value (in thousands) Balance as of December 31, 2017 $ 589,862 $ — $ 589,862 Acquisition of LevelUp 295,488 — 295,488 Balance as of September 30, 2018 $ 885,350 $ — $ 885,350 |
Components of Acquired Intangibles Assets Added During the Period (Finite Lived) | The components of the acquired intangible assets added during the nine months Nine Months Ended September 30, 2018 Amount Weighted-Average Amortization Period (in thousands) (years) Developed technology $ 20,107 6.0 Restaurant relationships 10,217 19.0 Diner acquisition 3,912 5.0 Below-market lease intangible 2,205 5.8 Total $ 36,441 |
Estimated Future Amortization of Acquired Intangible Assets | Estimated future amortization expense of acquired intangible assets as of September 30, 2018 was as follows: (in thousands) The remainder of 2018 $ 10,117 2019 38,485 2020 37,315 2021 37,304 2022 35,334 Thereafter 272,636 Total $ 431,191 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | The components of the Company’s property and equipment as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 (in thousands) Developed software $ 78,332 $ 52,041 Computer equipment 44,896 31,601 Leasehold improvements 31,809 23,400 Furniture and fixtures 8,704 6,857 Purchased software and digital assets 3,581 2,881 Construction in progress 5,559 — Property and equipment 172,881 116,780 Accumulated depreciation and amortization (67,447 ) (45,396 ) Property and equipment, net $ 105,434 $ 71,384 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the carrying value of the Company’s debt as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 (in thousands) Term loan $ 121,875 $ 124,219 Revolving loan 175,000 50,000 Total debt 296,875 174,219 Less current portion (6,250 ) (3,906 ) Less unamortized deferred debt issuance costs (552 ) (668 ) Long-term debt $ 290,073 $ 169,645 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used to Determine Fair Value of Stock Options Granted | The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2018 and 2017 were as follows: Nine Months Ended September 30, 2018 2017 Weighted-average fair value options granted $ 65.86 $ 15.19 Average risk-free interest rate 2.55 % 1.65 % Expected stock price volatility (a) 46.1 % 48.7 % Dividend yield None None Expected stock option life (years) (b) 3.64 4.00 (a) Prior to the first quarter of 2018, the expected stock price volatility was 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. (b) The expected term for the LevelUp assumed ISO awards was calculated based on their respective remaining vesting periods as of the acquisition date. |
Summary of Stock Option Activity | Stock option awards as of December 31, 2017 and September 30, 2018, and changes during the ended , were as follows Options Weighted-Average Exercise Price Aggregate Intrinsic Value (thousands) Weighted-Average Exercise Term (years) Outstanding at December 31, 2017 2,705,849 $ 25.53 $ 125,197 7.28 Granted 584,305 68.74 Forfeited (115,035 ) 34.21 Exercised (487,317 ) 26.70 Outstanding at September 30, 2018 2,687,802 34.34 280,279 7.11 Vested and expected to vest at September 30, 2018 2,682,769 34.28 279,912 7.10 Exercisable at September 30, 2018 1,415,269 $ 21.73 $ 165,427 6.10 |
Non-vested Restricted Stock Units | Non-vested restricted stock units as of December 31, 2017 September 30, 2018 nine months September 30, 2018 Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2017 2,454,801 $ 37.56 Granted 1,107,806 94.35 Forfeited (292,409 ) 51.67 Vested (796,579 ) 35.94 Outstanding at September 30, 2018 2,473,619 $ 61.84 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity and Changes in Equity During Period | The Company’s equity as of December 31, 2017 and September 30, 2018 , and changes during the nine months ended September 30, 2018 , were as follows: (in thousands) Balance at December 31, 2017 $ 1,117,816 Net income 83,631 Cumulative effect of change in accounting principle (a) 882 Currency translation (392 ) Stock-based compensation 42,755 Shares repurchased and retired to satisfy tax withholding upon vesting (28,238 ) Stock option exercises, net of withholdings and other 13,010 Stock-based compensation, assumed ISO awards 2,594 Issuance of common stock 200,000 Balance at September 30, 2018 $ 1,432,058 (a) See Note 2, Significant Accounting Policies nine months September 30, 2018. |
Earnings Per Share Attributab_2
Earnings Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2018 and 2017 Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 22,745 90,494 $ 0.25 $ 12,988 86,449 $ 0.15 Effect of Dilutive Securities Stock options — 1,704 — 1,105 Restricted stock units — 1,480 — 989 Diluted EPS Net income attributable to common stockholders $ 22,745 93,678 $ 0.24 $ 12,988 88,543 $ 0.15 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount (in thousands, except per share data) Basic EPS Net income attributable to common stockholders $ 83,631 89,027 $ 0.94 $ 45,457 86,162 $ 0.53 Effect of Dilutive Securities Stock options — 1,649 — 951 Restricted stock units — 1,415 — 675 Diluted EPS Net income attributable to common stockholders $ 83,631 92,091 $ 0.91 $ 45,457 87,788 $ 0.52 |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share | The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three and nine months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Anti-dilutive shares underlying stock-based awards: Stock options 251,582 685,671 251,582 685,671 Restricted stock units 84,668 84,358 84,668 84,358 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value and Carrying Value of Assets and Liabilities Recorded at Other Than Fair Value | The following table presents the fair value, for disclosure purposes only, and carrying value of the Company’s assets and liabilities that are recorded at other than fair value as of September 30, 2018 and December 31, 2017 September 30, 2018 December 31, 2017 Level 2 Level 3 Carrying Value Level 2 Level 3 Carrying Value (in thousands) Assets Money market funds $ 18 $ — $ 18 $ 93 $ — $ 93 Commercial paper 25,045 — 25,169 61,317 — 61,459 Corporate bonds 1,749 — 1,749 3,374 — 3,375 Total assets $ 26,812 $ — $ 26,936 $ 64,784 $ — $ 64,927 Liabilities Long-term debt, including current maturities — 303,001 296,875 — 175,700 174,219 Total liabilities $ — $ 303,001 $ 296,875 $ — $ 175,700 $ 174,219 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | ||||||
Revenues | $ 247,225 | $ 163,059 | $ 719,536 | $ 477,987 | ||
Effect on sales and marketing | 49,426 | $ 35,138 | 144,413 | $ 105,346 | ||
Retained earnings | 354,504 | 354,504 | $ 269,992 | |||
Other accruals | 33,186 | $ 33,186 | $ 26,818 | |||
Capitalized Contract Cost | ||||||
Significant Accounting Policies [Line Items] | ||||||
Contract acquisition assets, estimated service period | 4 years | |||||
Adjustments | ASC Topic 606 | ||||||
Significant Accounting Policies [Line Items] | ||||||
Revenues | 100 | $ 900 | ||||
Adjustments | ASC Topic 606 | Adjustment, Unredeemed Gift Card Breakage Income | ||||||
Significant Accounting Policies [Line Items] | ||||||
Revenues | 300 | 900 | ||||
Retained earnings | $ 900 | |||||
Other accruals | (2,000) | (2,000) | ||||
Adjustments | ASC Topic 606 | Incentives, Refunds and Adjustments | ||||||
Significant Accounting Policies [Line Items] | ||||||
Revenues | (100) | 100 | ||||
Adjustments | ASC Topic 606 | Capitalized Contract Cost | ||||||
Significant Accounting Policies [Line Items] | ||||||
Effect on sales and marketing | (2,000) | (6,600) | ||||
Effect on other assets | $ 2,000 | $ 6,600 | ||||
Contract acquisition assets, estimated service period | 4 years |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract acquisition costs | $ 2.4 | $ 7.3 |
Contract acquisition assets amortization | $ 0.4 | $ 0.7 |
Capitalized Contract Cost | ||
Capitalized Contract Cost [Line Items] | ||
Contract acquisition assets, estimated service period | 4 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 13, 2018 | Oct. 10, 2017 | Aug. 23, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||
Net cash payments to acquire businesses | $ 366,856 | $ 51,859 | ||||||
Fair value of replacement awards granted to acquired business employees | 2,594 | |||||||
Net working capital adjustment receivable | 530 | 887 | ||||||
Goodwill | $ 885,350 | 885,350 | $ 589,862 | |||||
General and administrative expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Direct and indirect expense incurred related to acquisitions | $ 2,600 | $ 1,700 | $ 5,100 | $ 3,600 | ||||
LevelUp | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Sep. 13, 2018 | |||||||
Total purchase price net of cash acquired | $ 369,657 | |||||||
Net cash payments to acquire businesses | 367,593 | |||||||
Cash acquired in business acquisition | 6,000 | |||||||
Net working capital adjustment receivable | 530 | |||||||
Goodwill | 295,488 | |||||||
LevelUp | ISO | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of replacement awards granted to acquired business employees | 2,594 | |||||||
Post combination expense expected to be recognized related to replacement awards | $ 17,000 | |||||||
Eat24 | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Oct. 10, 2017 | |||||||
Net cash payments to acquire businesses | $ 281,442 | |||||||
Cash acquired in business acquisition | 40 | |||||||
Goodwill | 135,955 | |||||||
Total purchase price plus cash acquired | 281,756 | |||||||
Escrow related to indemnification rights under purchase agreement | $ 28,800 | |||||||
Period of escrow | 18 months | |||||||
Eat24 | Restricted Stock Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of replacement awards granted to acquired business employees | $ 274 | |||||||
Post combination expense expected to be recognized related to replacement awards | 4,100 | |||||||
Foodler | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Aug. 23, 2017 | |||||||
Net cash payments to acquire businesses | $ 51,122 | |||||||
Cash acquired in business acquisition | 86 | |||||||
Goodwill | 17,452 | |||||||
Total purchase price plus cash acquired | 51,208 | |||||||
Eat24 and Foodler | ||||||||
Business Acquisition [Line Items] | ||||||||
Net cash payments to acquire businesses | 332,564 | |||||||
Cash acquired in business acquisition | 126 | |||||||
Goodwill | 153,407 | |||||||
Total purchase price plus cash acquired | 332,964 | |||||||
Goodwill expected to be deductible for income tax purposes | $ 153,400 | |||||||
Eat24 and Foodler | Restricted Stock Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of replacement awards granted to acquired business employees | $ 274 |
Schedule of Acquisition-Date Fa
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 13, 2018 | Oct. 10, 2017 | Aug. 23, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 885,350 | $ 589,862 | ||||
Net working capital adjustment receivable | 530 | $ 887 | ||||
Fair value of assumed equity awards attributable to pre-combination service | (2,594) | |||||
Net cash paid | 366,856 | $ 51,859 | ||||
LevelUp | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 6,201 | |||||
Prepaid expenses and other current assets | 1,396 | |||||
Property and equipment | 895 | |||||
Intangible assets | 36,441 | |||||
Goodwill | 295,488 | |||||
Net deferred tax asset | 32,267 | |||||
Accounts payable and accrued expenses | (3,031) | |||||
Total purchase price net of cash acquired | 369,657 | |||||
Net working capital adjustment receivable | 530 | |||||
Cash acquired | (6,000) | |||||
Net cash paid | 367,593 | |||||
LevelUp | ISO | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of assumed equity awards attributable to pre-combination service | (2,594) | |||||
LevelUp | Restaurant relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 10,217 | 10,217 | ||||
LevelUp | Diner acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 3,912 | 3,912 | ||||
LevelUp | Below-market lease intangible | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,205 | 2,205 | ||||
LevelUp | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 20,107 | $ 20,107 | ||||
Eat24 | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 40 | |||||
Accounts receivable | 8,267 | |||||
Prepaid expenses and other current 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 assumed equity awards attributable to pre-combination service | (274) | |||||
Eat24 | Restaurant relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 126,232 | |||||
Eat24 | Diner acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 35,226 | |||||
Eat24 | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,559 | |||||
Eat24 | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,225 | |||||
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 | |||||
Cash acquired | (86) | |||||
Net cash paid | 51,122 | |||||
Foodler | Restaurant relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 35,217 | |||||
Foodler | Diner acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 1,354 | |||||
Foodler | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 1,955 | |||||
Foodler | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 74 | |||||
Eat24 and Foodler | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 126 | |||||
Accounts receivable | 8,574 | |||||
Prepaid expenses and other current assets | 221 | |||||
Property and equipment | 1,113 | |||||
Goodwill | 153,407 | |||||
Accounts payable and accrued expenses | (35,319) | |||||
Total purchase price plus cash acquired | 332,964 | |||||
Cash acquired | (126) | |||||
Net cash paid | 332,564 | |||||
Eat24 and Foodler | Restricted Stock Units | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of assumed equity awards attributable to pre-combination service | (274) | |||||
Eat24 and Foodler | Restaurant relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 161,449 | |||||
Eat24 and Foodler | Diner acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 36,580 | |||||
Eat24 and Foodler | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 4,514 | |||||
Eat24 and Foodler | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 2,299 |
Acquisitions - Valuation Method
Acquisitions - Valuation Methods for Intangible Assets Acquired (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
Restaurant relationships | LevelUp | |
Business Acquisition [Line Items] | |
Valuation Method | With or without comparative business valuation |
Restaurant relationships | Foodler | |
Business Acquisition [Line Items] | |
Valuation Method | Multi-period excess earnings |
Restaurant relationships | Eat24 | |
Business Acquisition [Line Items] | |
Valuation Method | Multi-period excess earnings |
Diner acquisition | LevelUp | |
Business Acquisition [Line Items] | |
Valuation Method | Cost to recreate |
Diner acquisition | Foodler | |
Business Acquisition [Line Items] | |
Valuation Method | Cost to recreate |
Diner acquisition | Eat24 | |
Business Acquisition [Line Items] | |
Valuation Method | Cost to recreate |
Developed technology | LevelUp | |
Business Acquisition [Line Items] | |
Valuation Method | Multi-period excess earnings |
Developed technology | Foodler | |
Business Acquisition [Line Items] | |
Valuation Method | Cost to recreate |
Developed technology | Eat24 | |
Business Acquisition [Line Items] | |
Valuation Method | Cost to recreate |
Trademarks | Foodler | |
Business Acquisition [Line Items] | |
Valuation Method | Relief from royalty |
Trademarks | Eat24 | |
Business Acquisition [Line Items] | |
Valuation Method | Relief from royalty |
Pro forma Summary of Operation
Pro forma Summary of Operation (Detail) - LevelUp,Eat24 and Foodler - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 255,777 | $ 190,833 | $ 746,545 | $ 562,364 |
Net income | $ 22,352 | $ 5,084 | $ 75,348 | $ 15,869 |
Net income per share attributable to common shareholders: | ||||
Basic | $ 0.25 | $ 0.06 | $ 0.85 | $ 0.18 |
Diluted | $ 0.24 | $ 0.06 | $ 0.82 | $ 0.18 |
Pro Forma Adjustments for Addit
Pro Forma Adjustments for Additional Amortization of That Would Have Been Recognized on the Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Interest expense | $ 1,700 | $ 200 | $ 4,600 | $ 600 |
Income tax (benefit) expense | (1,234) | 4,432 | 2,721 | 19,043 |
LevelUp,Eat24 and Foodler | Pro Forma | ||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Depreciation and amortization | (186) | 2,085 | (248) | 9,488 |
Transaction costs | (2,646) | (1,799) | (5,010) | 846 |
Stock-based compensation | (458) | 728 | 2,325 | 3,748 |
Interest expense | 33 | 1,128 | 244 | 3,547 |
Other | 1,571 | 4,401 | ||
Income tax (benefit) expense | $ 964 | $ (1,546) | $ 796 | $ (9,367) |
Summary of Held-to-Maturity Mar
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | $ 26,918 | $ 64,834 |
Unrealized Losses | (124) | (143) |
Estimated Fair Value | 26,794 | 64,691 |
Commercial Paper | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 10,231 | 39,979 |
Unrealized Losses | (12) | (43) |
Estimated Fair Value | 10,219 | 39,936 |
Commercial Paper | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 14,938 | 21,480 |
Unrealized Losses | (112) | (99) |
Estimated Fair Value | 14,826 | 21,381 |
Corporate Bonds | Cash and Cash Equivalents | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 1,250 | |
Estimated Fair Value | 1,250 | |
Corporate Bonds | Short Term Investments | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Amortized Cost | 1,749 | 2,125 |
Unrealized Losses | (1) | |
Estimated Fair Value | $ 1,749 | $ 2,124 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule Of Held To Maturity Securities [Line Items] | ||||
Marketable securities matured during the period and held in other interest-bearing accounts | $ 40,000,000 | $ 40,000,000 | ||
Other-than-temporary impairment losses related to marketable securities | 0 | $ 0 | 0 | $ 0 |
Net Interest (Income) Expense | ||||
Schedule Of Held To Maturity Securities [Line Items] | ||||
Interest income | $ 1,300,000 | $ 500,000 | $ 3,200,000 | $ 1,500,000 |
Summary of Continuous Unrealize
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | $ 25,045 | $ 64,691 |
Unrealized Loss, Less Than 12 Months | (124) | (143) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 25,045 | 64,691 |
Unrealized Loss, Total | (124) | (143) |
Commercial Paper | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 25,045 | 61,317 |
Unrealized Loss, Less Than 12 Months | (124) | (142) |
Estimated Fair Value, 12 Months or Greater | 0 | 0 |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Estimated Fair Value, Total | 25,045 | 61,317 |
Unrealized Loss, Total | $ (124) | (142) |
Corporate Bonds | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Estimated Fair Value, Less Than 12 Months | 3,374 | |
Unrealized Loss, Less Than 12 Months | (1) | |
Estimated Fair Value, 12 Months or Greater | 0 | |
Unrealized Loss, 12 Months or Greater | 0 | |
Estimated Fair Value, Total | 3,374 | |
Unrealized Loss, Total | $ (1) |
Components of Acquired Intangib
Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 548,693 | $ 515,463 |
Amortizable intangible assets, Accumulated Amortization | (117,502) | (89,586) |
Amortizable intangible assets, Net Carrying Value | 431,191 | 425,877 |
Indefinite-lived trademarks | 89,676 | 89,676 |
Total acquired intangible assets, Gross Carrying Amount | 638,369 | 605,139 |
Total acquired intangible assets, Net Carrying Value | 520,867 | 515,553 |
Restaurant relationships | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 467,797 | 457,580 |
Amortizable intangible assets, Accumulated Amortization | (96,321) | (76,852) |
Amortizable intangible assets, Net Carrying Value | 371,476 | 380,728 |
Diner acquisition | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 44,159 | 40,247 |
Amortizable intangible assets, Accumulated Amortization | (7,982) | (1,906) |
Amortizable intangible assets, Net Carrying Value | 36,177 | 38,341 |
Developed technology | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 28,630 | 8,523 |
Amortizable intangible assets, Accumulated Amortization | (8,591) | (6,418) |
Amortizable intangible assets, Net Carrying Value | 20,039 | 2,105 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 2,225 | 2,225 |
Amortizable intangible assets, Accumulated Amortization | (2,225) | (402) |
Amortizable intangible assets, Net Carrying Value | 1,823 | |
Below-market lease intangible | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 2,206 | |
Amortizable intangible assets, Accumulated Amortization | (21) | |
Amortizable intangible assets, Net Carrying Value | 2,185 | |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 3,676 | 6,888 |
Amortizable intangible assets, Accumulated Amortization | (2,362) | (4,008) |
Amortizable intangible assets, Net Carrying Value | $ 1,314 | $ 2,880 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization expense | $ 10,000 | $ 6,400 | $ 31,100 | $ 16,800 |
LevelUp | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired other intangible assets | 36,441 | 36,441 | ||
Other intangible assets | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of intangible assets no longer in use | 3,200 | 3,200 | ||
Accumulated amortization of intangible assets no longer in use | $ 2,500 | $ 2,500 |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Begining Balance | $ 589,862 |
Goodwill, Acquisition | 295,488 |
Goodwill, Ending Balance | 885,350 |
Net Book Value, Beginning Balance | 589,862 |
Net Book Value, Acquisition | 295,488 |
Net Book Value, Ending Balance | $ 885,350 |
Components of Acquired Intang_2
Components of Acquired Intangibles Assets Added During the Period (Detail) - LevelUp - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 13, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 36,441 | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 20,107 | $ 20,107 |
Weighted-Average Amortization Period | 6 years | |
Restaurant relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 10,217 | 10,217 |
Weighted-Average Amortization Period | 19 years | |
Diner acquisition | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 3,912 | 3,912 |
Weighted-Average Amortization Period | 5 years | |
Below-market lease intangible | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired other intangible assets | $ 2,205 | $ 2,205 |
Weighted-Average Amortization Period | 5 years 9 months 18 days |
Estimated Future Amortization o
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
The remainder of 2018 | $ 10,117 | |
2,019 | 38,485 | |
2,020 | 37,315 | |
2,021 | 37,304 | |
2,022 | 35,334 | |
Thereafter | 272,636 | |
Amortizable intangible assets, Net Carrying Value | $ 431,191 | $ 425,877 |
Components of Property and Equi
Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 172,881 | $ 116,780 |
Accumulated depreciation and amortization | (67,447) | (45,396) |
Property and equipment, net | 105,434 | 71,384 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 78,332 | 52,041 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 44,896 | 31,601 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 31,809 | 23,400 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 8,704 | 6,857 |
Purchased Software and Digital Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 3,581 | $ 2,881 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 5,559 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 20,987 | $ 12,613 | $ 61,787 | $ 33,067 |
Capitalized developed software costs | 10,800 | 6,800 | 28,100 | 18,900 |
Property And Equipment Excluding Developed Software | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | 5,700 | 2,900 | 16,200 | 8,000 |
Leasehold Improvements, Developed Software, Furniture and Fixtures and Purchased Software and Digital Assets | ||||
Property Plant And Equipment [Line Items] | ||||
Gross carrying amount of property and equipment no longer in use | 8,600 | 8,600 | ||
Accumulated amortization of property and equipment no longer in use | 8,200 | 8,200 | ||
Developed software | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 5,300 | $ 3,300 | $ 14,500 | $ 8,300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2018USD ($) |
Maximum | Merger Income Tax Consequences | |
Loss Contingencies [Line Items] | |
Indemnification related to business combination | $ 15 |
Schedule of Debt (Detail)
Schedule of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 296,875 | $ 174,219 |
Less current portion | (6,250) | (3,906) |
Less unamortized deferred debt issuance costs | (552) | (668) |
Long-term debt | 290,073 | 169,645 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total debt | 121,875 | 124,219 |
Revolving loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 175,000 | $ 50,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 10, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 296,875,000 | $ 296,875,000 | $ 174,219,000 | |||
Proceeds from borrowings | 175,000,000 | |||||
Repayment of borrowings | 52,344,000 | |||||
Unamortized Debt Issuance Expense | 2,000,000 | 2,000,000 | ||||
Interest expense | 1,700,000 | $ 200,000 | 4,600,000 | $ 600,000 | ||
Revolving Loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 175,000,000 | 175,000,000 | 50,000,000 | |||
Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 121,875,000 | 121,875,000 | $ 124,219,000 | |||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, additional borrowing capacity | $ 150,000,000 | |||||
Credit facility, expiration date | Oct. 9, 2022 | |||||
Credit Agreement | Revolving Loans | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 225,000,000 | |||||
Proceeds from borrowings | $ 175,000,000 | |||||
Credit Agreement | Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 125,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 14,200 | $ 8,500 | $ 36,445 | $ 23,913 |
Total unrecognized stock-based compensation expense | $ 175,700 | 175,700 | ||
Unrecognized compensation expense recognition period | 3 years | |||
Stock-based compensation capitalized as website and software development cost | $ 2,600 | 1,200 | $ 6,300 | $ 3,300 |
Options, Granted | 584,305 | 618,899 | ||
Aggregate intrinsic value of awards exercised | 13,600 | 5,600 | $ 36,100 | $ 13,700 |
Aggregate intrinsic value | 165,427 | 165,427 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 4,500 | 3,000 | 9,400 | 8,900 |
Unrecognized compensation expense recognition period | 2 years 8 months 12 days | |||
Unrecognized stock-based compensation expense | $ 40,100 | 40,100 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 9,700 | 5,500 | 27,000 | 15,000 |
Unrecognized compensation expense recognition period | 3 years | |||
Fair value of awards vested during the period | $ 26,300 | 5,700 | 76,300 | 19,900 |
Unrecognized compensation expense related to share based awards other than options | $ 135,600 | $ 135,600 | ||
Non-vested restricted stock units or awards expected to vest | 2,458,380 | 2,458,380 | ||
Weighted average grant date fair value | $ 61.60 | $ 61.60 | ||
LevelUp | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value | $ 23,000 | $ 23,000 | ||
LevelUp | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense | 14,500 | 14,500 | ||
Income Tax Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Recognized excess tax benefits from stock-based compensation | 7,600 | 2,200 | 21,500 | 5,700 |
Excess tax benefits from stock-based compensation | $ 7,600 | $ 2,200 | $ 21,500 | $ 5,700 |
Assumptions Used to Determine F
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted-average fair value options granted | $ 65.86 | $ 15.19 | |
Average risk-free interest rate | 2.55% | 1.65% | |
Expected stock price volatility | [1] | 46.10% | 48.70% |
Dividend yield | 0.00% | 0.00% | |
Expected stock option life (years) | [2] | 3 years 7 months 20 days | 4 years |
[1] | Prior to the first quarter of 2018, the expected stock price volatility was 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. | ||
[2] | The expected term for the LevelUp assumed ISO awards was calculated based on their respective remaining vesting periods as of the acquisition date. |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Options | |||
Options, Beginning Balance | 2,705,849 | ||
Options, Granted | 584,305 | 618,899 | |
Options, Forfeited | (115,035) | ||
Options, Exercised | (487,317) | ||
Options, Ending Balance | 2,687,802 | 2,705,849 | |
Options, Vested and expected to vest | 2,682,769 | ||
Options, Exercisable | 1,415,269 | ||
Weighted-Average Exercise Price | |||
Weighted-Average Exercise Price, Beginning Balance | $ 25.53 | ||
Weighted-Average Exercise Price, Granted | 68.74 | ||
Weighted-Average Exercise Price, Forfeited | 34.21 | ||
Weighted-Average Exercise Price, Exercised | 26.70 | ||
Weighted-Average Exercise Price, Ending Balance | 34.34 | $ 25.53 | |
Weighted-Average Exercise Price, Vested and expected to vest | 34.28 | ||
Weighted-Average Exercise Price, Exercisable | $ 21.73 | ||
Aggregate Intrinsic Value/Weighted-Average Exercise Term | |||
Aggregate Intrinsic Value | $ 280,279 | $ 125,197 | |
Aggregate Intrinsic Value, Vested and expected to vest | 279,912 | ||
Aggregate Intrinsic Value, Exercisable | $ 165,427 | ||
Weighted-Average Exercise Term, Outstanding Balance | 7 years 1 month 9 days | 7 years 3 months 10 days | |
Weighted-Average Exercise Term, Vested and expected to vest | 7 years 1 month 6 days | ||
Weighted-Average Exercise Term, Exercisable | 6 years 1 month 6 days |
Non-vested Restricted Stock Uni
Non-vested Restricted Stock Units (Detail) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 2,454,801 |
Shares, Granted | shares | 1,107,806 |
Shares, Forfeited | shares | (292,409) |
Shares, Vested | shares | (796,579) |
Shares, Ending Balance | shares | 2,473,619 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 37.56 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 94.35 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 51.67 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 35.94 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 61.84 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (5.70%) | 25.40% | 3.20% | 29.50% |
Excess tax benefits from stock-based compensation | $ 7.6 | $ 2.2 | $ 21.5 | $ 5.7 |
Corporate income tax rate | 21.00% | 35.00% | 21.00% | 35.00% |
Income tax examination description | In July 2018, the examination in New York for corporate income tax returns for the tax years ended December 31, 2014, 2015 and 2016 was completed with no material findings. The Company does not expect any material additional tax liabilities, penalties and/or interest as a result of the audit. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Apr. 25, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | 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 | 90,598,259 | 86,790,624 | ||
Common stock, shares outstanding | 90,598,259 | 86,790,624 | ||
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 | Stock Repurchase Program | ||||
Class Of Stock [Line Items] | ||||
Stock repurchase program, announced date | Jan. 25, 2016 | |||
Common stock repurchased, Shares | 0 | |||
Common stock | Maximum | Stock Repurchase Program | ||||
Class Of Stock [Line Items] | ||||
Authorized to repurchase of common stock | $ 100,000,000 | |||
Common stock | Accredited Investor | ||||
Class Of Stock [Line Items] | ||||
Aggregate purchase price | $ 200,000,000 | |||
Investment Agreement | Common stock | Accredited Investor | ||||
Class Of Stock [Line Items] | ||||
Shares issued and sold | 2,820,464 | |||
Aggregate purchase price | $ 200,000,000 |
Equity and Changes in Equity Du
Equity and Changes in Equity During Period (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Class Of Stock [Line Items] | |||||
Balance at beginning of period | $ 1,117,816 | ||||
Net income | $ 22,745 | $ 12,988 | 83,631 | $ 45,457 | |
Currency translation | (92) | $ 299 | (392) | $ 749 | |
Stock-based compensation | 42,755 | ||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (28,238) | ||||
Stock option exercises, net of withholdings and other | 13,010 | ||||
Stock-based compensation, assumed ISO awards | 2,594 | ||||
Balance at end of period | 1,432,058 | 1,432,058 | |||
Common stock | Accredited Investor | |||||
Class Of Stock [Line Items] | |||||
Issuance of common stock | 200,000 | ||||
ASC Topic 606 | |||||
Class Of Stock [Line Items] | |||||
Cumulative effect of change in accounting principle | [1] | $ 882 | $ 882 | ||
[1] | See Note 2, Significant Accounting Policies, for additional details related to the impact of the adoption of ASC Topic 606 during the nine months ended September 30, 2018 |
Earnings Per Share Attributab_3
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail) | Apr. 25, 2018shares |
Investment Agreement | Common stock | Accredited Investor | |
Class Of Stock [Line Items] | |
Shares issued and sold | 2,820,464 |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | ||||
Net income attributable to common stockholders | $ 22,745 | $ 12,988 | $ 83,631 | $ 45,457 |
Basic EPS, Shares | ||||
Weighted average number of shares outstanding, basic | 90,494 | 86,449 | 89,027 | 86,162 |
Diluted EPS, shares | ||||
Weighted average number of shares outstanding, diluted | 93,678 | 88,543 | 92,091 | 87,788 |
Basic EPS, per share amount | ||||
Net income attributable to common stockholders, per share amount | $ 0.25 | $ 0.15 | $ 0.94 | $ 0.53 |
Diluted EPS, per share amount | ||||
Net income attributable to common stockholders plus assumed conversions, per share amount | $ 0.24 | $ 0.15 | $ 0.91 | $ 0.52 |
Stock Options | ||||
Effect of Dilutive Securities, shares | ||||
Stock options and Restricted stock units, shares | 1,704 | 1,105 | 1,649 | 951 |
Restricted Stock Units | ||||
Effect of Dilutive Securities, shares | ||||
Stock options and Restricted stock units, shares | 1,480 | 989 | 1,415 | 675 |
Anti-dilutive Securities Exclud
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Options | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 251,582 | 685,671 | 251,582 | 685,671 |
Restricted Stock Units | ||||
Anti-dilutive shares underlying stock-based awards: | ||||
Anti-dilutive shares underlying stock-based awards | 84,668 | 84,358 | 84,668 | 84,358 |
Schedule of Fair Value and Carr
Schedule of Fair Value and Carrying Value of Assets and Liabilities Recorded at Other Than Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value | Level 2 | ||
Assets | ||
Assets, fair value disclosure | $ 26,812 | $ 64,784 |
Fair Value | Level 3 | ||
Liabilities | ||
Long-term debt, including current maturities | 303,001 | 175,700 |
Total liabilities | 303,001 | 175,700 |
Carrying Value | ||
Assets | ||
Assets, fair value disclosure | 26,936 | 64,927 |
Liabilities | ||
Long-term debt, including current maturities | 296,875 | 174,219 |
Total liabilities | 296,875 | 174,219 |
Money Market Funds | Fair Value | Level 2 | ||
Assets | ||
Assets, fair value disclosure | 18 | 93 |
Money Market Funds | Carrying Value | ||
Assets | ||
Assets, fair value disclosure | 18 | 93 |
Commercial Paper | Fair Value | Level 2 | ||
Assets | ||
Assets, fair value disclosure | 25,045 | 61,317 |
Commercial Paper | Carrying Value | ||
Assets | ||
Assets, fair value disclosure | 25,169 | 61,459 |
Corporate Bonds | Fair Value | Level 2 | ||
Assets | ||
Assets, fair value disclosure | 1,749 | 3,374 |
Corporate Bonds | Carrying Value | ||
Assets | ||
Assets, fair value disclosure | $ 1,749 | $ 3,375 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | Sep. 25, 2018USD ($) |
Tapingo and Certain Additinal Assets of OrderUp | |
Subsequent Event [Line Items] | |
Total aggregate consideration | $ 170 |