UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  
 
FORM 8-K  
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2018  
 
GRUBHUB INC.
(Exact name of Registrant as Specified in Its Charter)  

Delaware	 	001-36389	 	46-2908664	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
 	 	 	
111 W. Washington Street, Suite 2100,
Chicago, Illinois	 	 	 	60602	
(Address of Principal Executive Offices)	 	 	 	(Zip Code)	
 
Registrant’s Telephone Number, Including Area Code: (877) 585-7878
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company       ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

Item 2.0 2.   Results of Operations and Financial Condition
On July 25, 2018, Grubhub Inc. (the “ Company ”) issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is intended to be furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), or otherwise subject to the liabilities of that section, nor  shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 8.01.  Other Events
On July 24, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Grubhub Holdings Inc. (“Parent”), Lobster Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), SCVNGR, Inc., d/b/a LevelUp (“LevelUp”) and Shareholder Representative Services LLC, solely in its capacity as Securityholders’ Representative.  Pursuant to the Merger Agreement, LevelUp will merge with and into Merger Sub, with LevelUp continuing as the surviving corporation as a wholly-owned subsidiary of Parent (the “LevelUp Acquisition”). The LevelUp Acquisition is anticipated to close before the end of 2018, subject to customary closing conditions, including regulatory approval.
On July 25, 2018, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01.   Financial Statements and Exhibits
(d) Exhibits
 
Exhibit
Number	  	Description	
 	 	
99.1	  	Press Release issued by Grubhub Inc. on July 25, 2018.	

 

 

EXHIBIT INDEX
 
Exhibit
Number	  	Description	
 	 	 	
99.1	  	Press Release issued by Grubhub Inc. on July 25, 2018.	

 

 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 	 	 	 	 	GRUBHUB INC.	
 	 	 	 	 	
Date: July 25, 2018	 	 	 	 	By:	 	/s/ Adam DeWitt	
 	 	 	 	 	 	 	Adam DeWitt	
 	 	 	 	 	 	 	Chief Financial Officer	

 

 
Exhibit 99.1
 
GRUBHUB REPORTS RECORD SECOND QUARTER RESULTS
 
Announces acquisition of LevelUp to accelerate technology integrations and
provide the most comprehensive ordering and fulfillment solution
 
CHICAGO, July 25, 2018 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30, 2018. For the second quarter, the Company posted revenues of $240 million, which is a 51% year-over-year increase from $159 million in the second quarter of 2017. Gross Food Sales grew 39% year-over-year to $1.2 billion, up from $880 million in the year ago period. Grubhub today also announced it entered into an agreement to acquire Boston-based LevelUp , the leader in mobile diner engagement and payment solutions for national and regional restaurant brands.
 
“We had a standout quarter, highlighted by a record number of new diners trying Grubhub for the first time. We generated robust order growth, while continuing our rapid delivery expansion and adding thousands of high quality new restaurant partners,” said Matt Maloney, Grubhub’s founder and chief executive officer. “We’re also thrilled to announce the LevelUp acquisition. LevelUp’s leading restaurant-facing technology and the team they have built in Boston will help Grubhub provide the most comprehensive solution for restaurants, powering everything from online demand generation to fulfillment for restaurants.”
 
Second Quarter 2018 Highlights
 
The following results reflect the financial performance and key operating metrics of our business for the three months ended June 30, 2018, as compared to the same period in 2017.
 
Second Quarter Financial Highlights
 
 	•	Revenues: $239.7 million, a 51% year-over-year increase from $158.8 million in the second quarter of 2017.	
 	•	Net Income: $30.1 million, or $0.33 per diluted share, a 104% year-over-year increase from $14.8 million, or $0.17 per diluted share, in the second quarter of 2017.	
 	•	Non-GAAP Adjusted EBITDA: $67.4 million, a 61% year-over-year increase from $41.9 million in the second quarter of 2017.	
 	•	Non-GAAP Net Income: $46.3 million, or $0.50 per diluted share, a 99% year-over-year increase from $23.2 million, or $0.26 per diluted share, in the second quarter of 2017.	
 
Second Quarter Key Business Metrics Highlights
 
 	•	Active Diners were 15.6 million, a 70% year-over-year increase from 9.2 million Active Diners in the second quarter of 2017.	
 	•	Daily Average Grubs (DAGs) were 423,200, a 35% year-over-year increase from 313,900 DAGs in the second quarter of 2017.	
 	•	Gross Food Sales were $1.2 billion, a 39% year-over-year increase from $880 million in the second quarter of 2017.	

 
LevelUp Acquisition
 
LevelUp’s world-class technology and team will simplify Grubhub’s integrations with the nation’s top restaurant brands, provide more channels to attract and engage diners, and position us to dramatically accelerate product development for valuable restaurant-facing tools.
 
With the addition of LevelUp, Grubhub will offer national and independent restaurants the industry’s most comprehensive solution to drive online delivery and pickup orders, from demand generation through fulfillment. In addition to making it easier for restaurants like KFC, Taco Bell, Bareburger, and Roti to integrate with the Grubhub marketplace, LevelUp accelerates Grubhub’s existing point-of-sale (POS) integration capabilities and provides restaurants with powerful CRM and analytical tools to help them drive more diners to their platform and increase volume from existing diners.
 
“For the last seven years, the LevelUp team has worked to provide our restaurant partners with a complete solution to engage customers in this rapidly evolving digital landscape,” said Seth Priebatsch, LevelUp’s founder and chief executive officer. “By becoming a part of Grubhub, we take our biggest and most exciting step in achieving that mission. Together, we will provide restaurants with everything they need to grow profitably as more and more diners opt for the convenience, transparency and control of ordering online."
 
Grubhub has entered into a definitive agreement to acquire LevelUp for $390 million in cash, subject to standard closing conditions, including the expiration of U.S. antitrust waiting periods. The transaction is expected to be funded through cash on hand and Grubhub’s existing credit facility.
 
Foley Hoag is serving as legal counsel to LevelUp in connection with the acquisition and Kirkland & Ellis LLP is serving as legal counsel to Grubhub.
 
Third Quarter and Full Year 2018 Guidance
 
Based on information available as of July 25, 2018, the Company is providing the following financial guidance for the third quarter and full year of 2018. This guidance excludes any impact from the potential acquisition of LevelUp, which has not yet closed and is subject to standard closing conditions:
 
 	Third Quarter 2018	 	Full Year 2018		
 	(in millions)		
Expected Revenue range	$232 - $240	 	$966 - $983		
Expected Adjusted EBITDA range	$58 - $64	 	$256 - $270		

Second Quarter 2018 Financial Results Conference Call  
Grubhub will webcast a conference call today at 9 a.m. CT to discuss the second quarter 2018 financial results. The webcast can be accessed on the Grubhub Investor Relations website at http://investors.grubhub.com, along with the Company's earnings press release and financial tables. A replay of the webcast will be available at the same website until August 8, 2018.
About Grubhub
 Grubhub (NYSE: GRUB) is the nation’s leading online and mobile takeout food-ordering marketplace with the largest and most comprehensive network of restaurant partners, as well as the largest diner base. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub strives to elevate food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub is proud to

work with more than 8 5 ,000 restaurant partners in over 1, 6 00 U.S. cities and London. The Grubhub portfolio o f brands includes Grubhub, Seamless, Eat24, AllMenus and MenuPages.
Use of Forward Looking Statements
This press release contains forward-looking statements regarding Grubhub, “the Company’s” or our management's future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected benefits to, and financial performance of, Grubhub following the acquisition of Eat24 and its commercial agreements with Yelp and Yum! Brands. Such statements constitute “forward-looking statements”, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2018, which is on file with the SEC and is available on the Investor Relations section of our website at http://investors.grubhub.com. Additional information will be set forth in our Quarterly Report on Form 10-Q that will be filed for the quarter ended June 30, 2018, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent management's beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
 
Use of Non-GAAP Financial Measures
Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.
 
We define Adjusted EBITDA as net income adjusted to exclude acquisition, restructuring and certain legal costs, income taxes, interest income and expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders exclude acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.
 
See “Schedule of Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income to Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders.

Contacts:
Dave Zaragoza
Corporate Finance & Investor Relations
ir@grubhub.com	 
Katie Norris
Press
press@grubhub.com	

 
 
GRUBHUB INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
  	2018	 	 	2017	 	 	2018	 	 	2017	 	
Revenues	$	239,741	 	 	$	158,794	 	 	$	472,311	 	 	$	314,928	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operations and support	 	102,445	 	 	 	62,924	 	 	 	198,728	 	 	 	122,443	 	
Sales and marketing	 	46,231	 	 	 	34,770	 	 	 	94,987	 	 	 	70,208	 	
Technology (exclusive of amortization)	 	18,717	 	 	 	14,076	 	 	 	36,048	 	 	 	27,268	 	
General and administrative	 	18,180	 	 	 	14,829	 	 	 	35,877	 	 	 	28,010	 	
Depreciation and amortization	 	19,849	 	 	 	10,414	 	 	 	40,800	 	 	 	20,454	 	
Total costs and expenses	 	205,422	 	 	 	137,013	 	 	 	406,440	 	 	 	268,383	 	
Income from operations	 	34,319	 	 	 	21,781	 	 	 	65,871	 	 	 	46,545	 	
Interest (income) expense - net	 	8	 	 	 	(314	)	 	 	1,030	 	 	 	(535	)	
Income before provision for income taxes	 	34,311	 	 	 	22,095	 	 	 	64,841	 	 	 	47,080	 	
Income tax expense	 	4,191	 	 	 	7,341	 	 	 	3,955	 	 	 	14,611	 	
Net income attributable to common stockholders	$	30,120	 	 	$	14,754	 	 	$	60,886	 	 	$	32,469	 	
Net income per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	$	0.34	 	 	$	0.17	 	 	$	0.69	 	 	$	0.38	 	
Diluted	$	0.33	 	 	$	0.17	 	 	$	0.67	 	 	$	0.37	 	
Weighted-average shares used to compute net income per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	89,503	 	 	 	86,162	 	 	 	88,294	 	 	 	86,018	 	
Diluted	 	92,503	 	 	 	87,700	 	 	 	91,297	 	 	 	87,410	 	
 
KEY OPERATING METRICS
 
 	 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
 	 	 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Active Diners (000s)	 	 	 	15,581	 	 	 	9,177	 	 	 	15,581	 	 	 	9,177	 	
Daily Average Grubs	 	 	 	423,200	 	 	 	313,900	 	 	 	430,000	 	 	 	319,200	 	
Gross Food Sales (millions)	 	 	$	1,220.4	 	 	$	879.7	 	 	$	2,465.4	 	 	$	1,777.8	 	

 
GRUBHUB INC.	 	
CONSOLIDATED BALANCE SHEETS	 	
(in thousands, except share data)	 	

 	 	 	 	 	 	 	 	
 	June 30, 2018	 	 	December 31, 2017	 	
ASSETS	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	
Cash and cash equivalents	$	442,678	 	 	$	234,090	 	
Short-term investments	 	38,969	 	 	 	23,605	 	
Accounts receivable, less allowances for doubtful accounts	 	98,254	 	 	 	95,970	 	
Prepaid expenses and other current assets	 	12,120	 	 	 	6,818	 	
Total current assets	 	592,021	 	 	 	360,483	 	
PROPERTY AND EQUIPMENT:	 	 	 	 	 	 	 	
Property and equipment, net of depreciation and amortization	 	89,208	 	 	 	71,384	 	
OTHER ASSETS:	 	 	 	 	 	 	 	
Other assets	 	9,177	 	 	 	6,487	 	
Goodwill	 	589,862	 	 	 	589,862	 	
Acquired intangible assets, net of amortization	 	494,484	 	 	 	515,553	 	
Total other assets	 	1,093,523	 	 	 	1,111,902	 	
TOTAL ASSETS	$	1,774,752	 	 	$	1,543,769	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	 	
Restaurant food liability	$	110,011	 	 	$	119,922	 	
Accounts payable	 	8,829	 	 	 	7,607	 	
Accrued payroll	 	11,223	 	 	 	13,186	 	
Taxes payable	 	1,203	 	 	 	3,109	 	
Short-term debt	 	5,469	 	 	 	3,906	 	
Other accruals	 	35,782	 	 	 	26,818	 	
Total current liabilities	 	172,517	 	 	 	174,548	 	
LONG-TERM LIABILITIES:	 	 	 	 	 	 	 	
Deferred taxes, non-current	 	70,983	 	 	 	74,292	 	
Other accruals	 	18,246	 	 	 	7,468	 	
Long-term debt	 	116,598	 	 	 	169,645	 	
Total long-term liabilities	 	205,827	 	 	 	251,405	 	
STOCKHOLDERS’ EQUITY:	 	 	 	 	 	 	 	
Common stock, $0.0001 par value	 	9	 	 	 	9	 	
Accumulated other comprehensive loss	 	(1,528	)	 	 	(1,228	)	
Additional paid-in capital	 	1,066,167	 	 	 	849,043	 	
Retained earnings	 	331,760	 	 	 	269,992	 	
Total Stockholders’ Equity	$	1,396,408	 	 	$	1,117,816	 	
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,774,752	 	 	$	1,543,769	 	

 
GRUBHUB INC.	 	
CONSOLIDATED STATEMENTS OF CASH FLOWS	 	
(in thousands)	 	
 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended June 30,	 	
 	 	2018	 	 	2017	 	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	
Net income	 	$	60,886	 	 	$	32,469	 	
Adjustments to reconcile net income to net cash from operating activities:	 	 	 	 	 	 	 	 	
Depreciation	 	 	10,526	 	 	 	5,092	 	
Provision for doubtful accounts	 	 	301	 	 	 	148	 	
Deferred taxes	 	 	(3,308	)	 	 	(6,780	)	
Amortization of intangible assets	 	 	30,274	 	 	 	15,362	 	
Stock-based compensation	 	 	22,170	 	 	 	15,438	 	
Deferred rent	 	 	2,877	 	 	 	43	 	
Amortization of deferred loan costs	 	 	460	 	 	 	240	 	
Other	 	 	(596	)	 	 	(554	)	
Change in assets and liabilities, net of the effects of business acquisitions:	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	5,770	 	 	 	784	 	
Prepaid expenses and other assets	 	 	(8,446	)	 	 	3,323	 	
Restaurant food liability	 	 	(9,870	)	 	 	(1,690	)	
Accounts payable	 	 	(107	)	 	 	(978	)	
Accrued payroll	 	 	(1,961	)	 	 	396	 	
Other accruals	 	 	7,041	 	 	 	4,365	 	
Net cash provided by operating activities	 	 	116,017	 	 	 	67,658	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 	 	 	 	 	 	 	
Purchases of investments	 	 	(44,271	)	 	 	(110,108	)	
Proceeds from maturity of investments	 	 	29,116	 	 	 	114,303	 	
Capitalized website and development costs	 	 	(13,145	)	 	 	(9,576	)	
Purchases of property and equipment	 	 	(19,266	)	 	 	(7,291	)	
Acquisitions of businesses, net of cash acquired	 	 	737	 	 	 	—	 	
Acquisition of other intangible assets	 	 	—	 	 	 	(5,000	)	
Other cash flows from investing activities	 	 	24	 	 	 	492	 	
Net cash used in investing activities	 	 	(46,805	)	 	 	(17,180	)	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	
Proceeds from the issuance of common stock	 	 	200,000	 	 	 	—	 	
Repayments of borrowings under the credit facility	 	 	(51,562	)	 	 	—	 	
Proceeds from exercise of stock options	 	 	9,958	 	 	 	8,308	 	
Taxes paid related to net settlement of stock-based compensation awards	 	 	(18,717	)	 	 	(5,523	)	
Net cash provided by financing activities	 	 	139,679	 	 	 	2,785	 	
Net change in cash, cash equivalents, and restricted cash	 	 	208,891	 	 	 	53,263	 	
Effect of exchange rates on cash, cash equivalents and restricted cash	 	 	(318	)	 	 	413	 	
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	 	$	446,812	 	 	$	295,890	 	
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS	 	 	 	 	 	 	 	 	
Cash paid for income taxes	 	$	7,426	 	 	$	13,805	 	

 
GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share data)
 
 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Net income	$	30,120	 	 	$	14,754	 	 	$	60,886	 	 	$	32,469	 	
Income taxes	 	4,191	 	 	 	7,341	 	 	 	3,955	 	 	 	14,611	 	
Interest (income) expense - net	 	8	 	 	 	(314	)	 	 	1,030	 	 	 	(535	)	
Depreciation and amortization	 	19,849	 	 	 	10,414	 	 	 	40,800	 	 	 	20,454	 	
EBITDA	 	54,168	 	 	 	32,195	 	 	 	106,671	 	 	 	66,999	 	
Acquisition, restructuring and legal costs	 	1,312	 	 	 	1,495	 	 	 	2,641	 	 	 	1,904	 	
Stock-based compensation	 	11,939	 	 	 	8,195	 	 	 	22,170	 	 	 	15,438	 	
Adjusted EBITDA	$	67,419	 	 	$	41,885	 	 	$	131,482	 	 	$	84,341	 	
 
 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Net income	$	30,120	 	 	$	14,754	 	 	$	60,886	 	 	$	32,469	 	
Stock-based compensation	 	11,939	 	 	 	8,195	 	 	 	22,170	 	 	 	15,438	 	
Amortization of acquired intangible assets	 	9,527	 	 	 	5,100	 	 	 	21,070	 	 	 	10,373	 	
Acquisition, restructuring and legal costs	 	1,312	 	 	 	1,495	 	 	 	2,641	 	 	 	1,904	 	
Income tax adjustments	 	(6,628	)	 	 	(6,315	)	 	 	(13,305	)	 	 	(11,834	)	
Non-GAAP net income	$	46,270	 	 	$	23,229	 	 	$	93,462	 	 	$	48,350	 	
Weighted-average diluted shares used to compute net income per share attributable to common stockholders	 	92,503	 	 	 	87,700	 	 	 	91,297	 	 	 	87,410	 	
Non-GAAP net income per diluted share attributable to common stockholders	$	0.50	 	 	$	0.26	 	 	$	1.02	 	 	$	0.55	 	
 
 	Guidance	 	
 	Three Months Ended
September 30, 2018	 	 	Year Ended
December 31, 2018	 	
 	Low	 	 	High	 	 	Low	 	 	High	 	
 	(in millions)	 	
Net income	$	18.5	 	 	$	22.8	 	 	$	103.3	 	 	$	113.4	 	
Income taxes	 	7.3	 	 	 	9.0	 	 	 	20.6	 	 	 	24.5	 	
Interest expense ̶ net	 	(0.3	)	 	 	(0.3	)	 	 	0.5	 	 	 	0.5	 	
Depreciation and amortization	 	20.0	 	 	 	20.0	 	 	 	81.0	 	 	 	81.0	 	
EBITDA	 	45.5	 	 	 	51.5	 	 	 	205.4	 	 	 	219.4	 	
Acquisition and restructuring costs	 	—	 	 	 	—	 	 	 	2.6	 	 	 	2.6	 	
Stock-based compensation	 	12.5	 	 	 	12.5	 	 	 	48.0	 	 	 	48.0	 	
Adjusted EBITDA	$	58.0	 	 	$	64.0	 	 	$	256.0	 	 	$	270.0