GrubHub 10-Q 11 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Trading Symbol	GRUB
Entity Registrant Name	GRUBHUB INC.
Entity Central Index Key	0001594109
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		91,954,814
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	1-36389
Entity Tax Identification Number	46-2908664
Entity Address, Address Line One	111 W. Washington Street
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	877
Local Phone Number	585-7878
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NYSE
Entity Incorporation, State or Country Code	DE
Document Transition Report	false
Document Quarterly Report	true
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 560,708	$ 375,909
Short-term investments	36,359	49,275
Accounts receivable, less allowances for doubtful accounts	135,661	119,658
Income tax receivable	20,271	3,960
Prepaid expenses and other current assets	18,051	17,515
Total current assets	771,050	566,317
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization	189,050	172,744
OTHER ASSETS:
Other assets	32,154	26,836
Operating lease right-of-use asset	101,758	100,632
Goodwill	1,007,968	1,007,968
Acquired intangible assets, net of amortization	487,797	500,481
Total other assets	1,629,677	1,635,917
TOTAL ASSETS	2,589,777	2,374,978
CURRENT LIABILITIES:
Restaurant food liability	152,551	131,753
Accounts payable	29,317	26,748
Accrued payroll	24,255	19,982
Current operating lease liability	11,999	9,376
Other accruals	87,438	61,504
Total current liabilities	305,560	249,363
LONG-TERM LIABILITIES:
Deferred taxes, non-current	24,438	27,163
Noncurrent operating lease liability	112,863	111,056
Long-term debt	668,242	493,009
Other accruals	817	817
Total long-term liabilities	806,360	632,045
Commitments and contingencies
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of March 31, 2020 and December 31, 2019; issued and outstanding: no shares as of March 31, 2020 and December 31, 2019.
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at March 31, 2020 and December 31, 2019; issued and outstanding: 91,916,978 and 91,576,060 shares as of March 31, 2020 and December 31, 2019, respectively	9	9
Accumulated other comprehensive loss	(2,271)	(1,628)
Additional paid-in capital	1,182,757	1,164,400
Retained earnings	297,362	330,789
Total stockholders’ equity	1,477,857	1,493,570
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 2,589,777	$ 2,374,978

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
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	91,916,978	91,576,060
Common stock, shares outstanding	91,916,978	91,576,060

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues	$ 362,980	$ 323,770
Costs and expenses:
Operations and support	214,561	161,350
Sales and marketing	90,742	78,454
Technology (exclusive of amortization)	31,273	27,250
General and administrative	38,949	22,787
Depreciation and amortization	33,363	25,089
Total costs and expenses	408,888	314,930
Income (loss) from operations	(45,908)	8,840
Interest expense - net	6,380	2,812
Income (loss) before provision for income taxes	(52,288)	6,028
Income tax benefit	(18,861)	(862)
Net income (loss) attributable to common stockholders	$ (33,427)	$ 6,890
Net income (loss) per share attributable to common stockholders:
Basic	$ (0.36)	$ 0.08
Diluted	$ (0.36)	$ 0.07
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic	91,793	90,951
Diluted	91,793	92,918

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ (33,427)	$ 6,890
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments	(643)	227
COMPREHENSIVE INCOME (LOSS)	$ (34,070)	$ 7,117

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (33,427)	$ 6,890
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation	8,658	6,193
Amortization of intangible assets and developed software	24,705	18,896
Stock-based compensation	20,185	16,478
Deferred taxes	(2,725)	(986)
Other	3,479	735
Change in assets and liabilities:
Accounts receivable	(18,333)	(30,391)
Income taxes receivable	(16,311)	(916)
Prepaid expenses and other assets	(4,602)	(10,666)
Restaurant food liability	20,857	13,099
Accounts payable	4,678	(18,644)
Accrued payroll	4,277	411
Other accruals	26,085	12,845
Net cash provided by operating activities	37,526	13,944
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments	(19,790)	(12,160)
Proceeds from maturity of investments	32,900	11,636
Capitalized website and development costs	(14,243)	(10,692)
Purchases of property and equipment	(19,678)	(8,018)
Acquisition of other intangible assets	(510)	(5,379)
Acquisitions of businesses, net of cash acquired		127
Other cash flows from investing activities	(250)
Net cash used in investing activities	(21,571)	(24,486)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under the credit facility	175,000
Taxes paid related to net settlement of stock-based compensation awards	(8,051)	(9,966)
Proceeds from exercise of stock options	1,414	2,424
Repayments of borrowings under the credit facility		(2,031)
Payments for debt issuance costs		(1,647)
Net cash provided by (used in) financing activities	168,363	(11,220)
Net change in cash, cash equivalents, and restricted cash	184,318	(21,762)
Effect of exchange rates on cash, cash equivalents and restricted cash	(600)	232
Cash, cash equivalents, and restricted cash at beginning of year	379,594	215,802
Cash, cash equivalents, and restricted cash at end of the period	563,312	194,272
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Cash paid for income taxes		351
Capitalized property, equipment and website and development costs in accounts payable at period end	3,830	7,851
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents	$ 560,708	189,694
Restricted cash included in prepaid expenses and other current assets		$ 1,401
Restricted Cash, Current, Asset, Statement of Financial Position [Extensible List]	us-gaap:PrepaidExpenseAndOtherAssetsCurrent	us-gaap:PrepaidExpenseAndOtherAssetsCurrent
Restricted cash included in other assets	$ 2,604	$ 3,177
Restricted Cash, Noncurrent, Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssetsNoncurrent	us-gaap:OtherAssetsNoncurrent
Total cash, cash equivalents, and restricted cash	$ 563,312	$ 194,272

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common stock	Additional paid-in capital	Accumulated other comprehensive loss	Retained earnings
Balance, beginning at Dec. 31, 2018	$ 1,442,339	$ 9	$ 1,094,866	$ (1,891)	$ 349,355
Balance, beginning (in shares) at Dec. 31, 2018		90,756,548
Net income (loss)	6,890				6,890
Currency translation	227			227
Stock-based compensation	19,723		19,723
Stock option exercises and vesting of restricted stock units, net of withholdings and other	2,424		2,424
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)		442,171
Shares repurchased and retired to satisfy tax withholding upon vesting	(9,966)		(9,966)
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)		(124,434)
Balance, ending at Mar. 31, 2019	1,461,637	$ 9	1,107,047	(1,664)	356,245
Balance, ending (in shares) at Mar. 31, 2019		91,074,285
Balance, beginning at Dec. 31, 2019	1,493,570	$ 9	1,164,400	(1,628)	330,789
Balance, beginning (in shares) at Dec. 31, 2019		91,576,060
Net income (loss)	(33,427)				(33,427)
Currency translation	(643)			(643)
Stock-based compensation	24,994		24,994
Stock option exercises and vesting of restricted stock units, net of withholdings and other	1,414		1,414
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)		494,525
Shares repurchased and retired to satisfy tax withholding upon vesting	(8,051)		(8,051)
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)		(153,607)
Balance, ending at Mar. 31, 2020	$ 1,477,857	$ 9	$ 1,182,757	$ (2,271)	$ 297,362
Balance, ending (in shares) at Mar. 31, 2020		91,916,978

Organization

Organization	3 Months Ended
	Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization	1. Organization Grubhub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the “Company”) provide an online and mobile takeout marketplace for restaurant pick-up and delivery orders. The Company connects diners and restaurants through restaurant technology and easy-to-use platforms. 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. The Company primarily charges restaurant partners a per order commission that is primarily percentage-based. In many markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. The Company’s takeout marketplace, and related platforms where the Company provides marketing services to generate orders, are collectively referred to as the “Platform”.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
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, 2019 filed with the SEC on February 28, 2020 (the “2019 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. 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. These estimates, judgments and assumptions take into account historical and forward-looking factors that the Company believes are reasonable including, but not limited to, the potential impacts arising from the COVID-19 pandemic and measures implemented to prevent its spread. As the extent and duration of the impacts from the COVID-19 pandemic remain unclear, the Company’s estimates and assumptions may evolve as conditions change. Significant items subject to such estimates, judgments and assumptions include revenue recognition, website and internal-use software development costs, goodwill, valuation and recoverability of intangible assets with finite lives and other long-lived assets, stock-based compensation, and income taxes. Actual results could differ significantly from these estimates. Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the three months ended March 31, 2020 related to credit losses. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (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 requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 was effective for and adopted by the Company in the first quarter of 2020. The guidance was applied using the modified-retrospective approach. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows as credit losses were not expected to be significant. The Company will continue to monitor the impact of the COVID-19 pandemic on expected credit losses.

Marketable Securities

Marketable Securities	3 Months Ended
	Mar. 31, 2020
Investments Debt And Equity Securities [Abstract]
Marketable Securities	3. Marketable Securities The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 23,293 $ — $ (30 ) $ 23,263 Corporate bonds 1,503 — (3 ) 1,500 Short-term investments Commercial paper 34,057 — (150 ) 33,907 Corporate bonds 2,302 — (3 ) 2,299 Total $ 61,155 $ — $ (186 ) $ 60,969 December 31, 2019 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 17,548 $ — $ (34 ) $ 17,514 Corporate bonds 1,300 — — 1,300 Short-term investments Commercial paper 46,971 — (195 ) 46,776 Corporate bonds 2,304 2 — 2,306 Total $ 68,123 $ 2 $ (229 ) $ 67,896 All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of March 31, 2020. The Company evaluated its marketable securities aggregated by credit rating agency rating, all of which are highly rated, investment grade securities, considering historical investment losses, current market conditions and historical recovery rates of similar securities and determined that no material credit losses were expected as of March 31, 2020. The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 57,170 $ (180 ) $ — $ — $ 57,170 $ (180 ) Corporate bonds 3,799 (6 ) — — 3,799 (6 ) Total $ 60,969 $ (186 ) $ — $ — $ 60,969 $ (186 ) December 31, 2019 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 64,290 $ (229 ) $ — $ — $ 64,290 $ (229 ) Total $ 64,290 $ (229 ) $ — $ — $ 64,290 $ (229 ) The Company recognized interest income during the three months ended March 31, 2020 and 2019 of $0.9 million and $0.7 million, respectively, within net interest expense on the condensed consolidated statements of operations. During the three months ended March 31, 2020 and 2019 , the Company did no t 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 12, Fair Value Measurement

Goodwill and Acquired Intangibl

Goodwill and Acquired Intangible Assets	3 Months Ended
	Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Acquired Intangible Assets	4. Goodwill and Acquired Intangible Assets The components of acquired intangible assets as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 492,791 $ (138,679 ) $ 354,112 $ 497,788 $ (135,482 ) $ 362,306 Diner acquisition 48,293 (22,323 ) 25,970 48,293 (19,909 ) 28,384 Developed technology 35,826 (17,974 ) 17,852 35,826 (15,916 ) 19,910 Other 2,918 (2,731 ) 187 2,918 (2,713 ) 205 Total amortizable intangible assets 579,828 (181,707 ) 398,121 584,825 (174,020 ) 410,805 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 669,504 $ (181,707 ) $ 487,797 $ 674,501 $ (174,020 ) $ 500,481 The gross carrying amount and accumulated amortization of the Company’s restaurant relationships as of March 31, 2020 Amortization expense for acquired intangible assets recognized within depreciation and amortization on the condensed consolidated statements of operations was $12.7 million and $11.9 million for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, there were no changes in the carrying amount of goodwill of $1,008.0 million. Estimated future amortization expense of acquired intangible assets as of March 31, 2020 was as follows: (in thousands) The remainder of 2020 $ 32,960 2021 38,809 2022 36,847 2023 30,348 2024 28,141 Thereafter 231,016 Total $ 398,121

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2020
Property Plant And Equipment [Abstract]
Property and Equipment	5. Property and Equipment The components of the Company’s property and equipment as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 (in thousands) Developed software $ 173,209 $ 154,656 Computer equipment 79,078 74,052 Leasehold improvements 52,220 52,962 Furniture and fixtures 15,019 14,463 Purchased software and digital assets 15,424 13,395 Construction in progress 15,624 6,018 Property and equipment 350,574 315,546 Accumulated depreciation and amortization (161,524 ) (142,802 ) Property and equipment, net $ 189,050 $ 172,744 The gross carrying amount and accumulated amortization of the Company’s leasehold improvements, developed software, furniture and fixtures and computer equipment as of March 31, 2020 were adjusted in aggregate by $1.9 million for certain fully amortized assets that were no longer in use. The Company recorded depreciation and amortization expense for property and equipment other than developed software of $8.7 million and $6.2 million for the three months ended March 31, 2020 and 2019, respectively. The Company capitalized developed software costs of $19.0 million and $14.5 million for the three months ended March 31, 2020 and 2019, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the condensed consolidated statements of operations, for the three months ended March 31, 2020 and 2019 was $12.0 million and $7.0 million, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. 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, Case No. 3:11-cv-1810. Ameranth subsequently initiated additional actions for infringement of a related patent, including separate actions against Grubhub Holdings Inc., Case No. 3:12-cv-739, and Seamless North America, LLC, Case No. 3:12-cv-737, which were consolidated along with approximately 40 other cases Ameranth filed in the same district. In September 2018, the district court granted summary judgment (on another defendant’s motion) of unpatentability on the sole remaining patent and vacated the December 3, 2018 jury trial date for the claims against Grubhub Holdings Inc. and Seamless North America, LLC. In October 2018, the district court entered final judgment on all claims in the case in which summary judgment was granted, and then stayed the remaining cases (including the cases against Grubhub and Seamless). Ameranth then appealed this decision to the U.S. Court of Appeals for the Federal Circuit. In November 2019, the Federal Circuit affirmed the district court’s findings of unpatentability in all material respects, and remanded certain dependent claims to the district court. 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. The Company has not recorded an accrual related to this lawsuit as of March 31, 2020 On November 20, 2019, a purported stockholder of the Company filed a putative class action complaint against the Company, Chief Executive Officer Matthew Maloney, and President and Chief Financial Officer Adam DeWitt in the United States District Court for the Northern District of Illinois, Case No. 19 Civ. 7665. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on its allegation that the defendants made false and misleading statements about the Company’s growth, competitive landscape, and strategy. The complaint seeks unspecified compensatory damages and attorneys’ fees, among other relief. Pursuant to a court scheduling order, the plaintiffs will have until May 29, 2020, to file an amended complaint, and the matter is expected to be fully briefed by November 2020. The defendants believe that the lawsuit is without merit and that a material loss is not probable. However, given the early stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. In addition to the matters 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. The Company currently has a number of pending putative class actions, Private Attorney General Act lawsuits and arbitrations alleging the misclassification of independent contractors. In January 2020, California State Assembly Bill 5 (“AB5”) went into effect, which codifies a test to determine whether a worker is an employee or independent contractor under California law. In light of AB5, the Company expects to continue to receive an increased number of misclassification claims. Nonetheless, he Company believes that its approach to classification is supported by the law and intends to continue to defend itself vigorously in these matters . The Company does not believe any of the foregoing claims will have a material impact on its consolidated financial statements. However, During the three months ended March 31, 2020, the Company recorded a $12.5 million accrual related to the settlement of certain of these matters. Indemnification In connection with the merger of Seamless North America, LLC, Seamless Holdings Corporation and Grubhub Holdings Inc. in August 2013, the Company agreed to indemnify Aramark Holdings Corporation for negative income tax consequences associated with the October 2012 spin-off of Seamless Holdings Corporation that were the result of certain actions taken by the Company through October 29, 2014, in certain instances subject to a $ 15.0 million limitation. Management is not aware of any actions that would impact the indemnification obligation .

Debt

Debt	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt	7. Debt The following table summarizes the carrying value of the Company’s debt as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (in thousands) Senior Notes $ 500,000 $ 500,000 Revolving loan 175,000 — Total debt $ 675,000 $ 500,000 Less unamortized deferred debt issuance costs (6,758 ) (6,991 ) Long-term debt $ 668,242 $ 493,009 Senior Notes On June 10, 2019, the Company’s wholly-owned subsidiary, Grubhub Holdings Inc., issued $500.0 million in aggregate principal amount of 5.500% senior notes due July 1, 2027 (“Senior Notes”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended Debt Credit Agreement On February 6, 2019, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) which provides, among other things , for aggregate revolving loans up to $225 million and provided for term loans in an aggregate principal amount of $325 million. The $325 million term loan portion of the Credit Agreement was extinguished on June 10, 2019. In addition to the revolving loans available under the Credit Agreement, the Company may also incur up to $250 million of incremental revolving or term loans pursuant to the terms and conditions of the Credit Agreement. The credit facility under the Credit Agreement will be available to the Company until February 5, 2024. Debt See Note 13, Subsequent Events , for a description of Other Information During the three months ended March 31, 2020, the Company borrowed $175.0 million of revolving loans under the Credit Agreement as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 outbreak. The Company repaid the $175.0 million in borrowings under the Credit Agreement on May 5, 2020. As of March 31, 2020, the Company’s outstanding debt consisted of $500.0 million in Senior Notes and $175.0 million in revolving loans under the Credit Agreement. See Note 12, Fair Value Measurement . The Company was in compliance with the financial covenants of its debt facilities as of . Additional capacity under the Credit Agreement may be used for general corporate purposes, including funding working capital and future acquisitions As of March 31, 2020 and December 31, 2019, unamortized debt issuance costs of $1.1 million in each period related to the revolving loan facility and $6.8 million and $7.0 million, respectively, related to the Senior Notes were recorded as other assets and as a reduction of long-term debt, respectively, on the condensed consolidated balance sheets. Interest expense includes interest on outstanding borrowings, amortization of debt issuance costs and commitment fees on the undrawn portion available under the credit facility. The Company recognized interest expense of $7.3 million and $3.5 million during the three months ended March 31, 2020 and 2019, respectively.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	8 . Stock-Based Compensation The Company has granted non-qualified and incentive stock options, restricted stock units and restricted stock awards under its incentive plans. As of March 31, 2020, there were 2,626,279 shares of common stock authorized and available for issuance pursuant to awards granted under the Grubhub Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”) . Stock-based Compensation Expense The total stock-based compensation expense related to all stock-based awards was $20.2 million and $16.5 million during the three months ended March 31, 2020 As of March 31, 2020, $236.1 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 (deficiencies) 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 (deficient) of the deferred tax assets that were previously recorded. During the three months ended March 31, 2020 and the Company recognized tax deficiencies from stock-based compensation of $2.5 million and excess tax benefits of $2.3 million, respectively , within income tax benefit in the condensed consolidated statements of operations and within cash flows from operating activities in the condensed consolidated statements of cash flows. The Company capitalized stock-based compensation expense as website and software development costs of $4.8 million and $3.2 Stock Options The Company granted 224,509 and 301,873 stock options under the 2015 Plan during the three months ended March 31, 2020 and 2019, respectively. The fair value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected 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 three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Weighted-average fair value options granted $ 19.67 $ 31.27 Average risk-free interest rate 1.44 % 2.44 % Expected stock price volatility 48.3 % 48.1 % Dividend yield None None Expected stock option life (years) 4.00 4.00 Stock option awards as of December 31, 2019 and March 31, 2020, 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, 2019 2,750,275 $ 38.74 $ 50,737 6.28 Granted 224,509 50.56 Forfeited (1,805 ) 26.20 Exercised (64,551 ) 21.90 Outstanding at March 31, 2020 2,908,428 40.03 33,258 6.33 Vested and expected to vest at March 31, 2020 2,820,034 39.35 33,088 6.25 Exercisable at March 31, 2020 2,099,401 $ 31.50 $ 31,679 5.48 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised was $2.0 million and $6.1 million during the three months ended March 31, 2020 and 2019 , respectively . The Company recorded compensation expense for stock options of $3.2 million and $4.0 million for the three months ended March 31, 2020 Restricted Stock Units Non-vested restricted stock units as of December 31, 2019 March 31, 2020 three months March 31, 2020 Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2019 3,096,025 $ 70.62 Granted 1,869,059 50.63 Forfeited (132,597 ) 72.23 Vested (429,974 ) 71.79 Outstanding at March 31, 2020 4,402,513 $ 61.97 C ompensation expense related to restricted stock units was $17.0 million and $12.5 million during the three months ended March 31, 2020 March 31, 2020 2019 March 31, 2020

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes The Company’s effective tax rate was 36.1% and negative 14.3% during the three months ended March 31, 2020 Coronavirus Aid, Relief, and Economic Security Act (the “ March 31, 2020 net operating the CARES Act, partially offset by Stock-Based Compensation The Company is currently under examination by the Internal Revenue Service for its federal income tax return for the tax year ended December 31, 2017. The Company does not believe, but cannot predict with certainty, that there will not be any additional tax liabilities, penalties and/or interest as a result of the audit.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	10. Stockholders’ Equity As of March 31, 2020 and December 31, 2019 Common Stock Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At March 31, 2020 and December 31, 2019, there were 500,000,000 shares of common stock authorized. At March 31, 2020 and December 31, 2019, there were 91,916,978 and 91,576,060 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of March 31, 2020 or December 31, 2019. On January 22, 2016, the Company’s Board of Directors approved a program that authorizes the repurchase of up to $100 million of the Company’s common stock exclusive of any fees, commissions or other expenses relating to such repurchases through open market purchases or privately negotiated transactions at the prevailing market price at the time of purchase. The repurchase program was announced on January 25, 2016 . Repurchased stock may be retired or held as treasury shares. The repurchase authorizations do not obligate the Company to acquire any particular amount of common stock or adopt any particular method of repurchase and may be modified, suspended or terminated at any time at management’s discretion. Repurchased and retired shares will result in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share at the time of the transaction. During the three months ended March 31, 2020 , the Company did no t repurchase any shares of its common stock. Preferred Stock The Company was authorized to issue 25,000,000 shares of preferred stock. There were no issued or outstanding shares of preferred stock as of March 31, 2020 or December 31, 2019

Earnings Per Share Attributable

Earnings Per Share Attributable to Common Stockholders	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Earnings Per Share Attributable to Common Stockholders	11. Earnings Per Share Attributable to Common Stockholders Basic earnings per share is computed by dividing net income (loss) 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. For periods of net loss, basic and diluted earnings per share are the same as the effect of the assumed exercise of stock options and vesting of restricted stock units is anti-dilutive. The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2020 and 2019 Three Months Ended March 31, 2020 2019 (in thousands, except per share data) Basic earnings (loss) per share: Net income (loss) attributable to common stockholders (numerator) $ (33,427 ) $ 6,890 Shares used in computation (denominator) Weighted-average common shares outstanding 91,793 90,951 Basic earnings (loss) per share $ (0.36 ) $ 0.08 Diluted earnings (loss) per share: Net income (loss) attributable to common stockholders (numerator) $ (33,427 ) $ 6,890 Shares used in computation (denominator) Weighted-average common shares outstanding 91,793 90,951 Effect of dilutive securities: Stock options — 1,308 Restricted stock units — 659 Weighted-average diluted shares 91,793 92,918 Diluted earnings (loss) per share $ (0.36 ) $ 0.07 The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been antidilutive for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 (in thousands) Anti-dilutive shares underlying stock-based awards: Stock options 2,908 845 Restricted stock units 4,403 572

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurement	12. 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, certain money market funds and Senior Notes 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 fair value of the Company’s outstanding borrowings under the Credit Agreement 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 March 31, 2020 and December 31, 2019 March 31, 2020 December 31, 2019 Level 2 Level 3 Carrying Value Level 2 Carrying Value (in thousands) Assets Money market funds $ 7,273 $ — $ 7,273 $ 28 $ 28 Commercial paper 57,170 — 57,350 64,290 64,519 Corporate bonds 3,799 — 3,805 3,606 3,604 Total assets $ 68,242 $ — $ 68,428 $ 67,924 $ 68,151 Liabilities Long-term debt, including current maturities $ 442,150 $ 173,758 $ 675,000 $ 467,500 $ 500,000 Total liabilities $ 442,150 $ 173,758 $ 675,000 $ 467,500 $ 500,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events On May 5, 2020, the Company repaid $175.0 million in revolving loans under the credit facility and on May 8, 2020, the Company entered into Amendment No. 1 to its Credit Agreement (the “Amendment”). The Amendment amends the Credit Agreement by, among other things, (i) permitting the Company to net unrestricted cash and cash equivalents in excess of $175.0 million against the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) in any quarter through and including March 31, 2021; (ii) modifying the definition of Consolidated EBITDA to permit the Company to add back cash costs and expenses associated with litigations, claims, proceedings or investigations, up to a maximum of 25% of Consolidated EBITDA (as defined in the Credit Agreement) after giving effect to such addback; and (iii) modifying the definitions of Adjusted Eurodollar Rate and Alternate Base Rate to establish minimum rates of 0.75% and 1.75%, respectively. There have been no other material changes in the terms of the Credit Agreement as described in Part II, Item 8, Note 10, Debt , to the Company’s 2019 Form 10-K. However, t he foregoing summary does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
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, 2019 filed with the SEC on February 28, 2020 (the “2019 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020.
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. These estimates, judgments and assumptions take into account historical and forward-looking factors that the Company believes are reasonable including, but not limited to, the potential impacts arising from the COVID-19 pandemic and measures implemented to prevent its spread. As the extent and duration of the impacts from the COVID-19 pandemic remain unclear, the Company’s estimates and assumptions may evolve as conditions change. Significant items subject to such estimates, judgments and assumptions include revenue recognition, website and internal-use software development costs, goodwill, valuation and recoverability of intangible assets with finite lives and other long-lived assets, stock-based compensation, and income taxes. Actual results could differ significantly from these estimates.
Changes in Accounting Principle and Recently Issued Accounting Pronouncements	Changes in Accounting Principle See “ Recently Issued Accounting Pronouncements ” below for a description of accounting principle changes adopted during the three months ended March 31, 2020 related to credit losses. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (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 requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 was effective for and adopted by the Company in the first quarter of 2020. The guidance was applied using the modified-retrospective approach. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows as credit losses were not expected to be significant. The Company will continue to monitor the impact of the COVID-19 pandemic on expected credit losses.

Marketable Securities (Tables)

Marketable Securities (Tables)	3 Months Ended
	Mar. 31, 2020
Investments Debt And Equity Securities [Abstract]
Summary of Held-to-Maturity Marketable Securities	The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 23,293 $ — $ (30 ) $ 23,263 Corporate bonds 1,503 — (3 ) 1,500 Short-term investments Commercial paper 34,057 — (150 ) 33,907 Corporate bonds 2,302 — (3 ) 2,299 Total $ 61,155 $ — $ (186 ) $ 60,969 December 31, 2019 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents Commercial paper $ 17,548 $ — $ (34 ) $ 17,514 Corporate bonds 1,300 — — 1,300 Short-term investments Commercial paper 46,971 — (195 ) 46,776 Corporate bonds 2,304 2 — 2,306 Total $ 68,123 $ 2 $ (229 ) $ 67,896
Summary of Continuous Unrealized Loss on Marketable Securities	The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 57,170 $ (180 ) $ — $ — $ 57,170 $ (180 ) Corporate bonds 3,799 (6 ) — — 3,799 (6 ) Total $ 60,969 $ (186 ) $ — $ — $ 60,969 $ (186 ) December 31, 2019 Less Than 12 Months 12 Months or Greater Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Estimated Fair Value Unrealized Loss (in thousands) Commercial paper $ 64,290 $ (229 ) $ — $ — $ 64,290 $ (229 ) Total $ 64,290 $ (229 ) $ — $ — $ 64,290 $ (229 )

Goodwill and Acquired Intangi_2

Goodwill and Acquired Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Components of Acquired Intangible Assets (Infinite Lived)	The components of acquired intangible assets as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 492,791 $ (138,679 ) $ 354,112 $ 497,788 $ (135,482 ) $ 362,306 Diner acquisition 48,293 (22,323 ) 25,970 48,293 (19,909 ) 28,384 Developed technology 35,826 (17,974 ) 17,852 35,826 (15,916 ) 19,910 Other 2,918 (2,731 ) 187 2,918 (2,713 ) 205 Total amortizable intangible assets 579,828 (181,707 ) 398,121 584,825 (174,020 ) 410,805 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 669,504 $ (181,707 ) $ 487,797 $ 674,501 $ (174,020 ) $ 500,481
Components of Acquired Intangible Assets (Finite Lived)	The components of acquired intangible assets as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Value Gross Amount Accumulated Amortization Net Value (in thousands) Restaurant relationships $ 492,791 $ (138,679 ) $ 354,112 $ 497,788 $ (135,482 ) $ 362,306 Diner acquisition 48,293 (22,323 ) 25,970 48,293 (19,909 ) 28,384 Developed technology 35,826 (17,974 ) 17,852 35,826 (15,916 ) 19,910 Other 2,918 (2,731 ) 187 2,918 (2,713 ) 205 Total amortizable intangible assets 579,828 (181,707 ) 398,121 584,825 (174,020 ) 410,805 Indefinite-lived trademarks 89,676 — 89,676 89,676 — 89,676 Total acquired intangible assets $ 669,504 $ (181,707 ) $ 487,797 $ 674,501 $ (174,020 ) $ 500,481
Estimated Future Amortization of Acquired Intangible Assets	Estimated future amortization expense of acquired intangible assets as of March 31, 2020 was as follows: (in thousands) The remainder of 2020 $ 32,960 2021 38,809 2022 36,847 2023 30,348 2024 28,141 Thereafter 231,016 Total $ 398,121

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2020
Property Plant And Equipment [Abstract]
Components of Property and Equipment	The components of the Company’s property and equipment as of March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 (in thousands) Developed software $ 173,209 $ 154,656 Computer equipment 79,078 74,052 Leasehold improvements 52,220 52,962 Furniture and fixtures 15,019 14,463 Purchased software and digital assets 15,424 13,395 Construction in progress 15,624 6,018 Property and equipment 350,574 315,546 Accumulated depreciation and amortization (161,524 ) (142,802 ) Property and equipment, net $ 189,050 $ 172,744

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of Debt	The following table summarizes the carrying value of the Company’s debt as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (in thousands) Senior Notes $ 500,000 $ 500,000 Revolving loan 175,000 — Total debt $ 675,000 $ 500,000 Less unamortized deferred debt issuance costs (6,758 ) (6,991 ) Long-term debt $ 668,242 $ 493,009

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Assumptions Used to Determine Fair Value of Stock Options Granted	The assumptions used to determine the fair value of the stock options granted during the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 Weighted-average fair value options granted $ 19.67 $ 31.27 Average risk-free interest rate 1.44 % 2.44 % Expected stock price volatility 48.3 % 48.1 % Dividend yield None None Expected stock option life (years) 4.00 4.00
Summary of Stock Option Activity	Stock option awards as of December 31, 2019 and March 31, 2020, 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, 2019 2,750,275 $ 38.74 $ 50,737 6.28 Granted 224,509 50.56 Forfeited (1,805 ) 26.20 Exercised (64,551 ) 21.90 Outstanding at March 31, 2020 2,908,428 40.03 33,258 6.33 Vested and expected to vest at March 31, 2020 2,820,034 39.35 33,088 6.25 Exercisable at March 31, 2020 2,099,401 $ 31.50 $ 31,679 5.48
Non-vested Restricted Stock Units	Non-vested restricted stock units as of December 31, 2019 March 31, 2020 three months March 31, 2020 Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2019 3,096,025 $ 70.62 Granted 1,869,059 50.63 Forfeited (132,597 ) 72.23 Vested (429,974 ) 71.79 Outstanding at March 31, 2020 4,402,513 $ 61.97

Earnings Per Share Attributab_2

Earnings Per Share Attributable to Common Stockholders (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Computation of Basic and Diluted Net Income (Loss) Per Share	The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2020 and 2019 Three Months Ended March 31, 2020 2019 (in thousands, except per share data) Basic earnings (loss) per share: Net income (loss) attributable to common stockholders (numerator) $ (33,427 ) $ 6,890 Shares used in computation (denominator) Weighted-average common shares outstanding 91,793 90,951 Basic earnings (loss) per share $ (0.36 ) $ 0.08 Diluted earnings (loss) per share: Net income (loss) attributable to common stockholders (numerator) $ (33,427 ) $ 6,890 Shares used in computation (denominator) Weighted-average common shares outstanding 91,793 90,951 Effect of dilutive securities: Stock options — 1,308 Restricted stock units — 659 Weighted-average diluted shares 91,793 92,918 Diluted earnings (loss) per share $ (0.36 ) $ 0.07
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share	The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been antidilutive for the three months ended March 31, 2020 and 2019 were as follows: Three Months Ended March 31, 2020 2019 (in thousands) Anti-dilutive shares underlying stock-based awards: Stock options 2,908 845 Restricted stock units 4,403 572

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2020
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 March 31, 2020 and December 31, 2019 March 31, 2020 December 31, 2019 Level 2 Level 3 Carrying Value Level 2 Carrying Value (in thousands) Assets Money market funds $ 7,273 $ — $ 7,273 $ 28 $ 28 Commercial paper 57,170 — 57,350 64,290 64,519 Corporate bonds 3,799 — 3,805 3,606 3,604 Total assets $ 68,242 $ — $ 68,428 $ 67,924 $ 68,151 Liabilities Long-term debt, including current maturities $ 442,150 $ 173,758 $ 675,000 $ 467,500 $ 500,000 Total liabilities $ 442,150 $ 173,758 $ 675,000 $ 467,500 $ 500,000

Summary of Held-to-Maturity Mar

Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Schedule Of Held To Maturity Securities [Line Items]
Amortized Cost	$ 61,155	$ 68,123
Unrealized Gains		2
Unrealized Losses	(186)	(229)
Estimated Fair Value	60,969	67,896
Commercial Paper | Cash and Cash Equivalents
Schedule Of Held To Maturity Securities [Line Items]
Amortized Cost	23,293	17,548
Unrealized Losses	(30)	(34)
Estimated Fair Value	23,263	17,514
Commercial Paper | Short Term Investments
Schedule Of Held To Maturity Securities [Line Items]
Amortized Cost	34,057	46,971
Unrealized Losses	(150)	(195)
Estimated Fair Value	33,907	46,776
Corporate Bonds | Cash and Cash Equivalents
Schedule Of Held To Maturity Securities [Line Items]
Amortized Cost	1,503	1,300
Unrealized Losses	(3)
Estimated Fair Value	1,500	1,300
Corporate Bonds | Short Term Investments
Schedule Of Held To Maturity Securities [Line Items]
Amortized Cost	2,302	2,304
Unrealized Gains		2
Unrealized Losses	(3)
Estimated Fair Value	$ 2,299	$ 2,306

Summary of Continuous Unrealize

Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Schedule Of Held To Maturity Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	$ 60,969	$ 64,290
Unrealized Loss, Less Than 12 Months	(186)	(229)
Estimated Fair Value, 12 Months or Greater	0	0
Unrealized Loss, 12 Months or Greater	0	0
Estimated Fair Value, Total	60,969	64,290
Unrealized Loss, Total	(186)	(229)
Commercial Paper
Schedule Of Held To Maturity Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	57,170	64,290
Unrealized Loss, Less Than 12 Months	(180)	(229)
Estimated Fair Value, 12 Months or Greater	0	0
Unrealized Loss, 12 Months or Greater	0	0
Estimated Fair Value, Total	57,170	64,290
Unrealized Loss, Total	(180)	$ (229)
Corporate Bonds
Schedule Of Held To Maturity Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	3,799
Unrealized Loss, Less Than 12 Months	(6)
Estimated Fair Value, 12 Months or Greater	0
Unrealized Loss, 12 Months or Greater	0
Estimated Fair Value, Total	3,799
Unrealized Loss, Total	$ (6)

Marketable Securities - Additio

Marketable Securities - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Schedule Of Held To Maturity Securities [Line Items]
Other-than-temporary impairment losses related to marketable securities	$ 0	$ 0
Net Interest (Income) Expense
Schedule Of Held To Maturity Securities [Line Items]
Interest income	$ 900,000	$ 700,000

Components of Acquired Intangib

Components of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Total acquired intangible assets, Gross Carrying Amount	$ 669,504	$ 674,501
Amortizable intangible assets, Accumulated Amortization	(181,707)	(174,020)
Total acquired intangible assets, Net Carrying Value	487,797	500,481
Amortizable intangible assets, Gross Carrying Amount	579,828	584,825
Amortizable intangible assets, Net Carrying Value	398,121	410,805
Indefinite-lived trademarks	89,676	89,676
Restaurant relationships
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, Accumulated Amortization	(138,679)	(135,482)
Amortizable intangible assets, Gross Carrying Amount	492,791	497,788
Amortizable intangible assets, Net Carrying Value	354,112	362,306
Diner acquisition
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, Accumulated Amortization	(22,323)	(19,909)
Amortizable intangible assets, Gross Carrying Amount	48,293	48,293
Amortizable intangible assets, Net Carrying Value	25,970	28,384
Developed technology
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, Accumulated Amortization	(17,974)	(15,916)
Amortizable intangible assets, Gross Carrying Amount	35,826	35,826
Amortizable intangible assets, Net Carrying Value	17,852	19,910
Other
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, Accumulated Amortization	(2,731)	(2,713)
Amortizable intangible assets, Gross Carrying Amount	2,918	2,918
Amortizable intangible assets, Net Carrying Value	$ 187	$ 205

Goodwill and Acquired Intangi_3

Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Gross carrying amount of intangible assets	$ 579,828,000		$ 584,825,000
Accumulated amortization of intangible assets	181,707,000		174,020,000
Intangible assets amortization expense	12,700,000	$ 11,900,000
Changes in carrying amount of goodwill	0
Carrying amount of goodwill	1,007,968,000		1,007,968,000
Restaurant relationships
Finite Lived Intangible Assets [Line Items]
Gross carrying amount of intangible assets	492,791,000		497,788,000
Accumulated amortization of intangible assets	138,679,000		$ 135,482,000
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | Restaurant relationships
Finite Lived Intangible Assets [Line Items]
Gross carrying amount of intangible assets	5,000,000
Accumulated amortization of intangible assets	$ 5,000,000

Estimated Future Amortization o

Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
The remainder of 2020	$ 32,960
2021	38,809
2022	36,847
2023	30,348
2024	28,141
Thereafter	231,016
Amortizable intangible assets, Net Carrying Value	$ 398,121	$ 410,805

Components of Property and Equi

Components of Property and Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment	$ 350,574	$ 315,546
Accumulated depreciation and amortization	(161,524)	(142,802)
Property and equipment, net	189,050	172,744
Developed software
Property Plant And Equipment [Line Items]
Property and equipment	173,209	154,656
Computer equipment
Property Plant And Equipment [Line Items]
Property and equipment	79,078	74,052
Leasehold improvements
Property Plant And Equipment [Line Items]
Property and equipment	52,220	52,962
Furniture and fixtures
Property Plant And Equipment [Line Items]
Property and equipment	15,019	14,463
Purchased Software and Digital Assets
Property Plant And Equipment [Line Items]
Property and equipment	15,424	13,395
Construction in progress
Property Plant And Equipment [Line Items]
Property and equipment	$ 15,624	$ 6,018

Property and Equipment - Additi

Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Gross carrying amount property and equipment	$ 350,574		$ 315,546
Accumulated amortization	161,524		142,802
Depreciation and amortization	33,363	$ 25,089
Capitalized developed software costs	19,000	14,500
Property And Equipment Excluding Developed Software
Property Plant And Equipment [Line Items]
Depreciation and amortization	8,700	6,200
Leasehold Improvements Developed Software Furniture and Fixtures and Computer Equipment | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations
Property Plant And Equipment [Line Items]
Gross carrying amount property and equipment	1,900
Accumulated amortization	1,900
Developed software
Property Plant And Equipment [Line Items]
Gross carrying amount property and equipment	173,209		$ 154,656
Depreciation and amortization	$ 12,000	$ 7,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail1)	3 Months Ended
	Mar. 31, 2020USD ($)
Loss Contingencies [Line Items]
Accrual related to lawsuit	$ 0
Accrual recorded related to settlement	12,500,000
Maximum | Merger Income Tax Consequences
Loss Contingencies [Line Items]
Indemnification related to business combination	$ 15,000,000

Schedule of Debt (Detail)

Schedule of Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total debt	$ 675,000	$ 500,000
Less unamortized deferred debt issuance costs	(6,758)	(6,991)
Long-term debt	668,242	493,009
Senior Notes
Debt Instrument [Line Items]
Total debt	500,000	$ 500,000
Revolving loan
Debt Instrument [Line Items]
Total debt	$ 175,000

Debt - Additional Information (

Debt - Additional Information (Detail) - USD ($)	May 05, 2020	Jun. 10, 2019	Feb. 06, 2019	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Debt Instrument [Line Items]
Amount borrowed revolving loans					$ 175,000,000
Long-term debt				$ 500,000,000	675,000,000
Unamortized deferred debt issuance costs				6,991,000	6,758,000
Interest expense					7,300,000	$ 3,500,000
Revolving Loans
Debt Instrument [Line Items]
Long-term debt					175,000,000
Credit Agreement
Debt Instrument [Line Items]
Credit facility, additional borrowing capacity					250,000,000
Credit facility, expiration date			Feb. 5, 2024
Credit Agreement | Revolving Loans
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity			$ 225,000,000
Amount borrowed revolving loans					175,000,000
Long-term debt					175,000,000
Unamortized debt issuance expense				1,100,000	1,100,000
Credit Agreement | Revolving Loans | Subsequent Event
Debt Instrument [Line Items]
Repayment of revolving loan under credit facility	$ 175,000,000
Credit Agreement | Term Loans
Debt Instrument [Line Items]
Long-term debt			$ 325,000,000
Debt extinguishment amount		$ 325,000,000
Senior notes
Debt Instrument [Line Items]
Long-term debt				500,000,000	$ 500,000,000
Senior notes | Grubhub Holdings Inc.
Debt Instrument [Line Items]
Long-term debt		$ 500,000,000
Debt instrument, interest rate		5.50%
Debt instrument, payment terms					Interest is payable on the Senior Notes semi-annually on January and July of each year, beginning on January 1, 2020
Debt instrument, maturity date		Jul. 1, 2027
Debt instrument, first interest payment				$ 15,400,000

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 20,185	$ 16,478
Total unrecognized stock-based compensation expense	$ 236,100
Unrecognized compensation expense recognition period	3 years
Recognized excess tax deficiencies (benefits) from stock-based compensation	$ 2,500	(2,300)
Stock-based compensation capitalized as website and software development cost	$ 4,800	3,200
Options, Granted	224,509
Aggregate intrinsic value of awards exercised	$ 2,000	6,100
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 3,200	4,000
Unrecognized compensation expense recognition period	2 years 3 months 18 days
Unrecognized stock-based compensation expense	$ 21,800
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 17,000	12,500
Unrecognized compensation expense recognition period	3 years 1 month 6 days
Fair value of awards vested during the period	$ 22,500	$ 26,900
Unrecognized compensation expense related to share based awards other than options	$ 214,300
Non-vested restricted stock units or awards expected to vest	3,778,925
Weighted average grant date fair value	$ 62.21
2015 Long-Term Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares of common stock authorized	2,626,279
Common stock shares available for issuance	2,626,279
Options, Granted	224,509	301,873

Assumptions Used to Determine F

Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Weighted-average fair value options granted	$ 19.67	$ 31.27
Average risk-free interest rate	1.44%	2.44%
Expected stock price volatility	48.30%	48.10%
Dividend yield	0.00%	0.00%
Expected stock option life (years)	4 years	4 years

Stock Option Activity (Detail)

Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Options
Options, Beginning Balance	2,750,275
Options, Granted	224,509
Options, Forfeited	(1,805)
Options, Exercised	(64,551)
Options, Ending Balance	2,908,428	2,750,275
Options, Vested and expected to vest	2,820,034
Options, Exercisable	2,099,401
Weighted-Average Exercise Price
Weighted-Average Exercise Price, Beginning Balance	$ 38.74
Weighted-Average Exercise Price, Granted	50.56
Weighted-Average Exercise Price, Forfeited	26.20
Weighted-Average Exercise Price, Exercised	21.90
Weighted-Average Exercise Price, Ending Balance	40.03	$ 38.74
Weighted-Average Exercise Price, Vested and expected to vest	39.35
Weighted-Average Exercise Price, Exercisable	$ 31.50
Aggregate Intrinsic Value/Weighted-Average Exercise Term
Aggregate Intrinsic Value	$ 33,258	$ 50,737
Aggregate Intrinsic Value, Vested and expected to vest	33,088
Aggregate Intrinsic Value, Exercisable	$ 31,679
Weighted-Average Exercise Term, Outstanding Balance	6 years 3 months 29 days	6 years 3 months 10 days
Weighted-Average Exercise Term, Vested and expected to vest	6 years 3 months
Weighted-Average Exercise Term, Exercisable	5 years 5 months 23 days

Non-vested Restricted Stock Uni

Non-vested Restricted Stock Units (Detail) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares, Beginning Balance | shares	3,096,025
Shares, Granted | shares	1,869,059
Shares, Forfeited | shares	(132,597)
Shares, Vested | shares	(429,974)
Shares, Ending Balance | shares	4,402,513
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 70.62
Weighted-Average Grant Date Fair Value, Granted | $ / shares	50.63
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares	72.23
Weighted-Average Grant Date Fair Value, Vested | $ / shares	71.79
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares	$ 61.97

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Effective income tax rate	36.10%	(14.30%)
Benefit related to net operating losses that carried back as result of CARES Act	$ 6.8
Excess tax benefits from stock-based compensation	$ 2.5	$ (2.3)
Income tax examination description	The Company is currently under examination by the Internal Revenue Service for its federal income tax return for the tax year ended December 31, 2017. The Company does not believe, but cannot predict with certainty, that there will not be any additional tax liabilities, penalties and/or interest as a result of the audit.

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	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	91,916,978	91,576,060
Common stock, shares outstanding	91,916,978	91,576,060
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
Maximum | Common stock | Stock Repurchase Program
Class Of Stock [Line Items]
Authorized to repurchase of common stock			$ 100,000,000

Computation of Basic and Dilute

Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Basic earnings (loss) per share:
Net income (loss) attributable to common stockholders (numerator)	$ (33,427)	$ 6,890
Shares used in computation (denominator)
Weighted-average common shares outstanding	91,793	90,951
Basic earnings (loss) per share	$ (0.36)	$ 0.08
Diluted earnings (loss) per share:
Net income (loss) attributable to common stockholders (numerator)	$ (33,427)	$ 6,890
Shares used in computation (denominator)
Weighted-average common shares outstanding	91,793	90,951
Effect of dilutive securities:
Weighted-average diluted shares	91,793	92,918
Diluted earnings (loss) per share	$ (0.36)	$ 0.07
Stock Options
Effect of dilutive securities:
Stock options, Restricted stock units, shares		1,308
Restricted Stock Units
Effect of dilutive securities:
Stock options, Restricted stock units, shares		659

Anti-dilutive Securities Exclud

Anti-dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock Options
Anti-dilutive shares underlying stock-based awards:
Anti-dilutive shares underlying stock-based awards	2,908	845
Restricted Stock Units
Anti-dilutive shares underlying stock-based awards:
Anti-dilutive shares underlying stock-based awards	4,403	572

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	Mar. 31, 2020	Dec. 31, 2019
Fair Value | Level 2
Assets
Assets, fair value disclosure	$ 68,242	$ 67,924
Liabilities
Long-term debt, including current maturities	442,150	467,500
Total liabilities	442,150	467,500
Fair Value | Level 3
Liabilities
Long-term debt, including current maturities	173,758
Total liabilities	173,758
Carrying Value
Assets
Assets, fair value disclosure	68,428	68,151
Liabilities
Long-term debt, including current maturities	675,000	500,000
Total liabilities	675,000	500,000
Money Market Funds | Fair Value | Level 2
Assets
Assets, fair value disclosure	7,273	28
Money Market Funds | Carrying Value
Assets
Assets, fair value disclosure	7,273	28
Commercial Paper | Fair Value | Level 2
Assets
Assets, fair value disclosure	57,170	64,290
Commercial Paper | Carrying Value
Assets
Assets, fair value disclosure	57,350	64,519
Corporate Bonds | Fair Value | Level 2
Assets
Assets, fair value disclosure	3,799	3,606
Corporate Bonds | Carrying Value
Assets
Assets, fair value disclosure	$ 3,805	$ 3,604

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - Subsequent Event - USD ($) $ in Millions	May 08, 2020	May 05, 2020
Credit Agreement | Revolving Loans
Subsequent Event [Line Items]
Repayment of revolving loan under credit facility		$ 175
Amended Credit Agreement
Subsequent Event [Line Items]
Debt instrument description of variable rate basis	(iii) modifying the definitions of Adjusted Eurodollar Rate and Alternate Base Rate to establish minimum rates of 0.75% and 1.75%, respectively.
Debt instrument description of amendment terms	(i) permitting the Company to net unrestricted cash and cash equivalents in excess of $175.0 million against the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) in any quarter through and including March 31, 2021; (ii) modifying the definition of Consolidated EBITDA to permit the Company to add back cash costs and expenses associated with litigations, claims, proceedings or investigations, up to a maximum of 25% of Consolidated EBITDA (as defined in the Credit Agreement) after giving effect to such addback