GRUBHUB INC., 10-Q filed on 11/6/2020
Quarterly Report
v3.20.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2020
Oct. 30, 2020
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
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   92,754,972
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, $0.0001 par value per share  
Security Exchange Name NYSE  
Entity Incorporation, State or Country Code DE  
Document Transition Report false  
Document Quarterly Report true  
Entity Interactive Data Current Yes  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
CURRENT ASSETS:    
Cash and cash equivalents $ 405,273 $ 375,909
Short-term investments 61,497 49,275
Accounts receivable, less allowances for doubtful accounts 75,793 119,658
Income tax receivable 22,577 3,960
Prepaid expenses and other current assets 17,875 17,515
Total current assets 583,015 566,317
PROPERTY AND EQUIPMENT:    
Property and equipment, net of depreciation and amortization 217,923 172,744
OTHER ASSETS:    
Other assets 42,510 26,836
Operating lease right-of-use asset 95,863 100,632
Goodwill 1,007,968 1,007,968
Acquired intangible assets, net of amortization 465,041 500,481
Total other assets 1,611,382 1,635,917
TOTAL ASSETS 2,412,320 2,374,978
CURRENT LIABILITIES:    
Restaurant food liability 115,584 131,753
Accounts payable 16,974 26,748
Accrued payroll 33,871 19,982
Current operating lease liability 16,667 9,376
Other accruals 156,552 61,504
Total current liabilities 339,648 249,363
LONG-TERM LIABILITIES:    
Deferred taxes, non-current 1,404 27,163
Noncurrent operating lease liability 106,836 111,056
Long-term debt 493,876 493,009
Other accruals 4,531 817
Total long-term liabilities 606,647 632,045
Commitments and contingencies
STOCKHOLDERS’ EQUITY:    
Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of September 30, 2020 and December 31, 2019; issued and outstanding: no shares as of September 30, 2020 and December 31, 2019.
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at September 30, 2020 and December 31, 2019; issued and outstanding: 92,692,752 and 91,576,060 shares as of September 30, 2020 and December 31, 2019, respectively 9 9
Accumulated other comprehensive loss (1,866) (1,628)
Additional paid-in capital 1,225,169 1,164,400
Retained earnings 242,713 330,789
Total stockholders’ equity 1,466,025 1,493,570
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,412,320 $ 2,374,978
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 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 92,692,752 91,576,060
Common stock, shares outstanding 92,692,752 91,576,060
v3.20.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Income Statement [Abstract]        
Revenues $ 493,981 $ 322,053 $ 1,316,243 $ 970,881
Costs and expenses:        
Operations and support 316,456 161,387 849,884 485,143
Sales and marketing 97,817 71,617 282,563 224,199
Technology (exclusive of amortization) 30,796 29,483 92,297 86,133
General and administrative 27,484 25,329 98,670 73,900
Depreciation and amortization 36,556 30,649 104,476 82,961
Total costs and expenses 509,109 318,465 1,427,890 952,336
Income (loss) from operations (15,128) 3,588 (111,647) 18,545
Interest expense, net 6,979 6,025 20,175 14,304
Income (loss) before provision for income taxes (22,107) (2,437) (131,822) 4,241
Income tax benefit (12,869) (3,447) (43,746) (4,911)
Net income (loss) attributable to common stockholders $ (9,238) $ 1,010 $ (88,076) $ 9,152
Net income (loss) per share attributable to common stockholders:        
Basic $ (0.10) $ 0.01 $ (0.96) $ 0.10
Diluted $ (0.10) $ 0.01 $ (0.96) $ 0.10
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:        
Basic 92,496 91,349 92,135 91,159
Diluted 92,496 92,847 92,135 92,850
v3.20.2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Statement Of Income And Comprehensive Income [Abstract]        
Net income (loss) $ (9,238) $ 1,010 $ (88,076) $ 9,152
OTHER COMPREHENSIVE INCOME (LOSS)        
Foreign currency translation adjustments 464 (366) (238) (455)
COMPREHENSIVE INCOME (LOSS) $ (8,774) $ 644 $ (88,314) $ 8,697
v3.20.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income (loss) $ (88,076) $ 9,152
Adjustments to reconcile net income (loss) to net cash from operating activities:    
Depreciation 30,089 21,665
Amortization of intangible assets and developed software 74,387 61,296
Stock-based compensation 62,060 54,806
Deferred taxes (25,759) (6,208)
Other 3,279 5,210
Change in assets and liabilities:    
Accounts receivable 42,636 (13,335)
Income taxes receivable (18,617) 7,722
Prepaid expenses and other assets (10,228) (11,955)
Restaurant food liability (16,111) 3,247
Accounts payable (5,371) (50)
Accrued payroll 13,888 4,366
Other accruals 93,285 20,088
Net cash provided by operating activities 155,462 156,004
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of investments (87,260) (49,506)
Proceeds from maturity of investments 75,350 31,736
Capitalized website and development costs (43,532) (35,068)
Purchases of property and equipment (53,232) (42,702)
Acquisition of other intangible assets (510) (8,889)
Acquisitions of businesses, net of cash acquired   127
Other cash flows from investing activities (525) (250)
Net cash used in investing activities (109,709) (104,552)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from the issuance of long-term debt 175,000 500,000
Repayments of borrowings under the credit facility (175,000) (342,313)
Taxes paid related to net settlement of stock-based compensation awards (23,561) (20,503)
Proceeds from exercise of stock options 7,484 4,040
Payments for debt issuance costs (89) (9,136)
Other cash flows from financing activities (1,063)  
Net cash provided by (used in) financing activities (17,229) 132,088
Net change in cash, cash equivalents, and restricted cash 28,524 183,540
Effect of exchange rates on cash, cash equivalents and restricted cash (217) (293)
Cash, cash equivalents, and restricted cash at beginning of year 379,595 215,802
Cash, cash equivalents, and restricted cash at end of the period 407,902 399,049
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS    
Cash paid for income taxes 136 567
Capitalized property, equipment and website and development costs in accounts payable at period end 1,429 4,659
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH    
Cash and cash equivalents $ 405,273 394,000
Restricted cash included in prepaid expenses and other current assets   $ 1,907
Restricted Cash, Current, Asset, Statement of Financial Position [Extensible List] us-gaap:PrepaidExpenseAndOtherAssetsCurrent us-gaap:PrepaidExpenseAndOtherAssetsCurrent
Restricted cash included in other assets $ 2,629 $ 3,142
Restricted Cash, Noncurrent, Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssetsNoncurrent us-gaap:OtherAssetsNoncurrent
Total cash, cash equivalents, and restricted cash $ 407,902 $ 399,049
v3.20.2
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) 9,152       9,152
Currency translation (455)     (455)  
Stock-based compensation 66,138   66,138    
Stock option exercises and vesting of restricted stock units, net of withholdings and other 4,040   4,040    
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)   934,911      
Shares repurchased and retired to satisfy tax withholding upon vesting (20,503)   (20,503)    
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)   (278,902)      
Balance, ending at Sep. 30, 2019 1,500,711 $ 9 1,144,541 (2,346) 358,507
Balance, ending (in shares) at Sep. 30, 2019   91,412,557      
Balance, beginning at Jun. 30, 2019 1,481,700 $ 9 1,126,174 (1,980) 357,497
Balance, beginning (in shares) at Jun. 30, 2019   91,230,916      
Net income (loss) 1,010       1,010
Currency translation (366)     (366)  
Stock-based compensation 22,400   22,400    
Stock option exercises and vesting of restricted stock units, net of withholdings and other 1,110   1,110    
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)   258,384      
Shares repurchased and retired to satisfy tax withholding upon vesting (5,143)   (5,143)    
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)   (76,743)      
Balance, ending at Sep. 30, 2019 1,500,711 $ 9 1,144,541 (2,346) 358,507
Balance, ending (in shares) at Sep. 30, 2019   91,412,557      
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) (88,076)       (88,076)
Currency translation (238)     (238)  
Stock-based compensation 76,846   76,846    
Stock option exercises and vesting of restricted stock units, net of withholdings and other 7,484   7,484    
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)   1,530,454      
Shares repurchased and retired to satisfy tax withholding upon vesting (23,561)   (23,561)    
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)   (413,762)      
Balance, ending at Sep. 30, 2020 1,466,025 $ 9 1,225,169 (1,866) 242,713
Balance, ending (in shares) at Sep. 30, 2020   92,692,752      
Balance, beginning at Jun. 30, 2020 1,454,552 $ 9 1,204,922 (2,330) 251,951
Balance, beginning (in shares) at Jun. 30, 2020   92,235,195      
Net income (loss) (9,238)       (9,238)
Currency translation 464     464  
Stock-based compensation 25,751   25,751    
Stock option exercises and vesting of restricted stock units, net of withholdings and other 3,817   3,817    
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)   587,231      
Shares repurchased and retired to satisfy tax withholding upon vesting (9,321)   (9,321)    
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)   (129,674)      
Balance, ending at Sep. 30, 2020 $ 1,466,025 $ 9 $ 1,225,169 $ (1,866) $ 242,713
Balance, ending (in shares) at Sep. 30, 2020   92,692,752      
v3.20.2
Organization
9 Months Ended
Sep. 30, 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 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”.

v3.20.2
Significant Accounting Policies
9 Months Ended
Sep. 30, 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 and nine months ended September 30, 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 nine months ended September 30, 2020 related to credit losses. There have been no other material changes to the Company’s significant accounting policies described in the 2019 Form 10-K.

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.

 

 

v3.20.2
Merger Agreement
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Merger Agreement

3. Merger Agreement

On June 10, 2020, the Company entered into an Agreement and Plan of Merger (as amended on September 4, 2020, the “Merger Agreement”) with Just Eat Takeaway.com N.V. (“JET”), Checkers Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of JET (“Merger Sub I”), and Checkers Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of JET (“Merger Sub II”). Pursuant to the Merger Agreement, Merger Sub I will be merged with and into the Company (the “Initial Merger”), with the Company continuing as the surviving company in the Initial Merger (the “Initial Surviving Company”). Immediately thereafter, the Initial Surviving Company will merge with and into Merger Sub II (the “Subsequent Merger” and, together with the Initial Merger, the “Transaction”), with Merger Sub II continuing as the surviving company.

On and subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Initial Merger, each issued and outstanding share of our common stock (other than any shares of our common stock owned by the Company, JET, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of JET), will be converted into one share of common stock, par value $0.0001 per share, of the Initial Surviving Company (the “Initial Surviving Company Stock”). Each such share of Initial Surviving Company Stock will immediately thereafter be automatically exchanged for 0.6710 American depositary shares of JET (“JET ADS”), with each JET ADS representing one share in the share capital of JET with a nominal value of €0.04 per share (“JET Shares”) (the “Merger Consideration”). The Transaction is expected to close in the first half of 2021.

The Company incurred certain expenses directly and indirectly related to mergers and acquisitions which were recognized in general and administrative expenses within the condensed consolidated statements of operations of $1.4 million and $1.2 million for the three months ended September 30, 2020 and 2019, respectively, and of $10.4 million and $2.0 million for the nine months ended September 30, 2020 and 2019, respectively.

v3.20.2
Marketable Securities
9 Months Ended
Sep. 30, 2020
Investments Debt And Equity Securities [Abstract]  
Marketable Securities

4. Marketable Securities

The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2020 and December 31, 2019 were as follows:

 

 

September 30, 2020

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

7,099

 

 

$

 

 

$

(1

)

 

$

7,098

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

54,768

 

 

 

 

 

 

(52

)

 

 

54,716

 

Corporate bonds

 

 

6,729

 

 

 

3

 

 

 

 

 

 

6,732

 

Total

 

$

68,596

 

 

$

3

 

 

$

(53

)

 

$

68,546

 

 

 

 

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 September 30, 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 September 30, 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 September 30, 2020 and December 31, 2019 were as follows:

 

 

September 30, 2020

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

 

(in thousands)

 

Commercial paper

 

$

61,814

 

 

$

(53

)

 

$

 

 

$

 

 

$

61,814

 

 

$

(53

)

Corporate bonds

 

 

1,837

 

 

 

 

 

 

 

 

 

 

 

 

1,837

 

 

 

 

Total

 

$

63,651

 

 

$

(53

)

 

$

 

 

$

 

 

$

63,651

 

 

$

(53

)

 

 

 

December 31, 2019

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

 

(in thousands)

 

Commercial paper

 

$

64,290

 

 

$

(229

)

 

$

 

 

$

 

 

$

64,290

 

 

$

(229

)

Total

 

$

64,290

 

 

$

(229

)

 

$

 

 

$

 

 

$

64,290

 

 

$

(229

)

The Company recognized interest income during the three months ended September 30, 2020 and 2019 of $0.2 million and $1.3 million, respectively, and for the nine months ended September 30, 2020 and 2019 of $1.6 million and $2.7 million, respectively, within net interest expense on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2020 and 2019, the Company did not recognize any other-than-temporary impairment losses related to its marketable securities.

The Company’s marketable securities are classified within Level 2 of the fair value hierarchy (see Note 13, Fair Value Measurement, for further details).

v3.20.2
Goodwill and Acquired Intangible Assets
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Acquired Intangible Assets

5. Goodwill and Acquired Intangible Assets

The components of acquired intangible assets as of September 30, 2020 and December 31, 2019 were as follows:

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Restaurant relationships

 

$

492,791

 

 

$

(152,454

)

 

$

340,337

 

 

$

497,788

 

 

$

(135,482

)

 

$

362,306

 

Diner acquisition

 

 

48,293

 

 

 

(27,152

)

 

 

21,141

 

 

 

48,293

 

 

 

(19,909

)

 

 

28,384

 

Developed technology

 

 

35,826

 

 

 

(22,088

)

 

 

13,738

 

 

 

35,826

 

 

 

(15,916

)

 

 

19,910

 

Other

 

 

2,918

 

 

 

(2,769

)

 

 

149

 

 

 

2,918

 

 

 

(2,713

)

 

 

205

 

Total amortizable intangible assets

 

 

579,828

 

 

 

(204,463

)

 

 

375,365

 

 

 

584,825

 

 

 

(174,020

)

 

 

410,805

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

669,504

 

 

$

(204,463

)

 

$

465,041

 

 

$

674,501

 

 

$

(174,020

)

 

$

500,481

 

 

The gross carrying amount and accumulated amortization of the Company’s restaurant relationships as of September 30, 2020 were each adjusted by $5.0 million for certain fully amortized assets that were no longer in use.

Amortization expense for acquired intangible assets recognized within depreciation and amortization on the condensed consolidated statements of operations was $11.3 million and $13.5 million for the three months ended September 30, 2020 and 2019, respectively, and $35.5 million and $37.3 million for the nine months ended September 30, 2020 and 2019, respectively.

During the nine months ended September 30, 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 September 30, 2020 was as follows:

 

 

(in thousands)

 

The remainder of 2020

 

$

10,204

 

2021

 

 

38,809

 

2022

 

 

36,847

 

2023

 

 

30,348

 

2024

 

 

28,141

 

Thereafter

 

 

231,016

 

Total

 

$

375,365

 

 

v3.20.2
Property and Equipment
9 Months Ended
Sep. 30, 2020
Property Plant And Equipment [Abstract]  
Property and Equipment

6. Property and Equipment

The components of the Company’s property and equipment as of September 30, 2020 and December 31, 2019 were as follows:

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

(in thousands)

 

Developed software

 

$

205,800

 

 

$

154,656

 

Computer equipment

 

 

105,899

 

 

 

74,052

 

Leasehold improvements

 

 

75,375

 

 

 

52,962

 

Furniture and fixtures

 

 

16,883

 

 

 

14,463

 

Purchased software and digital assets

 

 

17,441

 

 

 

13,395

 

Construction in progress

 

 

124

 

 

 

6,018

 

Property and equipment

 

 

421,522

 

 

 

315,546

 

Accumulated depreciation and amortization

 

 

(203,599

)

 

 

(142,802

)

Property and equipment, net

 

$

217,923

 

 

$

172,744

 

 

The gross carrying amount and accumulated amortization of the Company’s developed software, leasehold improvements, furniture and fixtures and computer equipment as of September 30, 2020 were adjusted in aggregate by $8.2 million and $7.9 million, respectively, for certain assets that were no longer in use. The Company recorded depreciation and amortization expense for property and equipment other than developed software of $11.3 million and $8.1 million for the three months ended September 30, 2020 and 2019, respectively, and of $30.1 million and $21.7 million for the nine months ended September 30, 2020 and 2019, respectively.

The Company capitalized developed software costs of $19.2 million and $16.5 million for the three months ended September 30, 2020 and 2019, respectively, and of $58.0 million and $46.8 million for the nine months ended September 30, 2020 and 2019, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the condensed consolidated statements of operations, was $14.0 million and $9.1 million for the three months ended September 30, 2020 and 2019, respectively, and $38.9 million and $24.0 million for the nine months ended September 30, 2020 and 2019, respectively.

v3.20.2
Commitments and Contingencies
9 Months Ended
Sep. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

7. Commitments and Contingencies

Legal

In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California, 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. In June 2020, Ameranth filed a petition for a Writ of Certiorari with the Supreme Court of the United States, which the Court subsequently denied in October 2020. 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 September 30, 2020, as it does not believe a material loss is probable.

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, which was amended on July 24, 2020, 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 matter is expected to be fully briefed by March 2021. 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, the 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, there is no assurance that any claim will not be combined into a collective or class action. During the nine months ended September 30, 2020, the Company recorded a $12.5 million accrual related to the settlement of certain of these matters.

 

v3.20.2
Debt
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt

8. Debt

The following table summarizes the carrying value of the Company’s debt as of September 30, 2020 and December 31, 2019:

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

(in thousands)

 

Senior Notes

 

$

500,000

 

 

$

500,000

 

Less unamortized deferred debt issuance costs

 

 

(6,124

)

 

 

(6,991

)

Long-term debt

 

$

493,876

 

 

$

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. Interest is payable on the Senior Notes semi-annually on January and July of each year, beginning on January 1, 2020. The first interest payment of $15.4 million was made in December 2019. During the three and nine months ended September 30, 2020, the Company paid $13.8 million in interest on its Senior Notes. There have been no changes in the terms of the Senior Notes as described in Part II, Item 8, Note 10, Debt, to the Company’s 2019 Form 10-K.

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.

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 were 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, the 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 the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.

Other Information

During the nine months ended September 30, 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 September 30, 2020, the Company’s outstanding debt consisted of $500.0 million in Senior Notes. 

See Note 13, Fair Value Measurement, for the fair value of the Company’s Senior Notes as of September 30, 2020. The Company was in compliance with the financial covenants of its debt facilities as of September 30, 2020. Additional capacity under the Credit Agreement may be used for general corporate purposes, including funding working capital and future acquisitions.

As of September 30, 2020 and December 31, 2019, unamortized debt issuance costs of $1.2 million and $1.1 million, respectively, related to the revolving loan facility and $6.1 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. During the nine months ended September 30, 2020, the Company capitalized an additional $0.1 million of debt issuance costs incurred with the Amendment of the Credit Agreement.

Interest expense includes interest on outstanding borrowings, amortization of debt issuance costs and commitment fees on the undrawn portion available under the credit facility, net of capitalized borrowing costs. The Company recognized interest expense of $7.2 million and $7.3 million during the three months ended September 30, 2020 and 2019, respectively, and of $21.8 million and $17.0 million during the nine months ended September 30, 2020, and 2019, respectively. 

v3.20.2
Stock-Based Compensation
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

9. Stock-Based Compensation

The Company has granted non-qualified and incentive stock options, restricted stock units and restricted stock awards under its incentive plans. The Company recognizes compensation expense based on estimated grant date fair values for all stock-based awards issued to employees and directors, including stock options, restricted stock awards and restricted stock units.  In May 2020, the Company’s stockholders approved the Third Amendment to the Grubhub Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”) which increased the aggregate number of shares that may be issued under the 2015 Plan by 3,500,000 shares. As of September 30, 2020, there were 6,110,349 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 $20.8 million and $18.3 million during the three months ended September 30, 2020 and 2019, respectively, and $62.1 million and $54.8 million during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, $195.1 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 2.6 years.

Excess tax benefits reflect the total realized value of the Company’s tax deductions from individual stock option exercise transactions and the vesting of restricted stock units in excess of the deferred tax assets that were previously recorded. During the three months ended September 30, 2020 and 2019, the Company recognized excess tax benefits from stock-based compensation of $4.6 million and of $0.4 million, respectively, and of $0.5 million and $3.8 million during the nine months ended September 30, 2020 and 2019, 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 $4.9 million and $4.1 million during the three months ended September 30, 2020 and 2019, respectively, and $14.8 million and $11.3 million during the nine months ended September 30, 2020 and 2019, respectively.

Stock Options

The Company granted 264,245 and 333,929 stock options under the 2015 Plan during the nine months ended September 30, 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 expected term calculation for option awards considers a combination of the Company’s historical and estimated future exercise behavior. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2020 and 2019 were as follows:

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Weighted-average fair value options granted

 

$

20.46

 

 

$

30.91

 

Average risk-free interest rate

 

 

1.26

%

 

 

2.42

%

Expected stock price volatility

 

 

49.6

%

 

 

48.3

%

Dividend yield

 

None

 

 

None

 

Expected stock option life (years)

 

 

4.00

 

 

 

4.00

 

 

Stock option awards as of December 31, 2019 and September 30, 2020, and changes during the nine months ended September 30, 2020, 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

 

 

264,245

 

 

 

51.59

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(80,388

)

 

 

75.22

 

 

 

 

 

 

 

 

 

Exercised

 

 

(355,579

)

 

 

21.01

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

2,578,553

 

 

 

41.36

 

 

 

86,885

 

 

 

6.05

 

Vested and expected to vest at September 30, 2020

 

 

2,523,345

 

 

 

40.92

 

 

 

86,068

 

 

 

5.99

 

Exercisable at September 30, 2020

 

 

1,982,077

 

 

$

34.85

 

 

$

78,388

 

 

 

5.36

 

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised was $12.0 million and $2.3 million during the three months ended September 30, 2020 and 2019, respectively, and $16.3 million and $9.9 million during the nine months ended September 30, 2020 and 2019, respectively.

The Company recorded compensation expense for stock options of $2.7 million and $3.5 million for the three months ended September 30, 2020 and 2019, respectively, and $8.6 million and $12.6 million for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $15.9 million and is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

Non-vested restricted stock units as of December 31, 2019 and September 30, 2020, and changes during the nine months ended September 30, 2020 were as follows:

 

 

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

Outstanding at December 31, 2019

 

 

3,096,025

 

 

$

70.62

 

Granted

 

 

2,092,316

 

 

 

51.27

 

Forfeited

 

 

(325,492

)

 

 

67.76

 

Vested

 

 

(1,174,875

)

 

 

66.66

 

Outstanding at September 30, 2020

 

 

3,687,974

 

 

$

61.16

 

Compensation expense related to restricted stock units was $18.1 million and $14.8 million during the three months ended September 30, 2020 and 2019, respectively, and $53.5 million and $42.2 million during the nine months ended September 30, 2020 and 2019, respectively. The aggregate fair value as of the vest date of restricted stock units that vested during the three months ended September 30, 2020 and 2019 was $27.2 million and $14.0 million, respectively, and $66.9 million and $55.2 million during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, $179.2 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to 3,214,421 non-vested restricted stock units expected to vest with weighted-average grant date fair values of $61.46 is expected to be recognized over a weighted-average period of 2.7 years. The fair value of these awards was determined based on the Company’s stock price at the grant date and assumes no expected dividend payments through the vesting period.

v3.20.2
Income Taxes
9 Months Ended
Sep. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

10. Income Taxes

The Company’s effective tax rate was 58.2% and 141.4% during the three months ended September 30, 2020 and 2019, respectively, and 33.2% and negative 115.8% during the nine months ended September 30, 2020 and 2019, respectively, for an income tax benefit in all periods presented. On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes provisions, among others, that allow the Company to carryback net operating losses to a year with a higher federal income tax rate and technical corrections to tax depreciation methods for qualified improvement property. The income tax benefit for the nine months ended September 30, 2020 included a $5.5 million benefit related to net operating losses that can now be carried back as a result of the CARES Act and excess tax benefits on stock-based compensation of $0.5 million. The income tax benefit for the three months ended September 30, 2020 included excess tax benefits on stock-based compensation of $4.6 million. The income tax benefit for the three and nine months ended September 30, 2019 included excess tax benefits of $0.4 million and $3.8 million, respectively (see Note 9, Stock-Based Compensation, for additional details).

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.

v3.20.2
Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity

11. Stockholders’ Equity

As of September 30, 2020 and December 31, 2019, the Company was authorized to issue two classes of stock: common stock and preferred stock.

Common Stock

Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At September 30, 2020 and December 31, 2019, there were 500,000,000 shares of common stock authorized. At September 30, 2020 and December 31, 2019, there were 92,692,752 and 91,576,060 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of September 30, 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 (the “Repurchase Program”). 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, however, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company may not repurchase its

common stock. The Company did not repurchase any shares of its common stock during the three or nine months ended September 30, 2020 pursuant to the Repurchase Program, and does not expect to repurchase any shares of its common stock in connection with the Repurchase Program prior to the consummation of the Transaction or earlier termination of the Merger Agreement.

Preferred Stock

The Company was authorized to issue 25,000,000 shares of preferred stock. There were no issued or outstanding shares of preferred stock as of September 30, 2020 or December 31, 2019.

v3.20.2
Earnings Per Share Attributable to Common Stockholders
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Earnings Per Share Attributable to Common Stockholders

12. Earnings Per Share Attributable to Common Stockholders

Basic earnings per share is computed by dividing net income (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 and nine months ended September 30, 2020 and 2019:

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(in thousands, except per share data)

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders (numerator)

$

(9,238

)

 

$

1,010

 

 

$

(88,076

)

 

$

9,152

 

Shares used in computation (denominator)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

92,496

 

 

 

91,349

 

 

 

92,135

 

 

 

91,159

 

Basic earnings (loss) per share

$

(0.10

)

 

$

0.01

 

 

$

(0.96

)

 

$

0.10

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders (numerator)

$

(9,238

)

 

$

1,010

 

 

$

(88,076

)

 

$

9,152

 

Shares used in computation (denominator)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

92,496

 

 

 

91,349

 

 

 

92,135