GRUBHUB INC., 10-Q filed on 5/10/2019
Quarterly Report
v3.19.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
May 03, 2019
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2019  
Document Fiscal Year Focus 2019  
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   91,177,437
v3.19.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
CURRENT ASSETS:    
Cash and cash equivalents $ 189,694 $ 211,245
Short-term investments 14,704 14,084
Accounts receivable, less allowances for doubtful accounts 141,047 110,855
Income tax receivable 10,865 9,949
Prepaid expenses and other current assets 19,936 17,642
Total current assets 376,246 363,775
PROPERTY AND EQUIPMENT:    
Property and equipment, net of depreciation and amortization 136,347 119,495
OTHER ASSETS:    
Other assets 22,427 14,186
Operating lease right-of-use asset 78,674  
Goodwill 1,005,381 1,019,239
Acquired intangible assets, net of amortization 534,989 549,013
Total other assets 1,641,471 1,582,438
TOTAL ASSETS 2,154,064 2,065,708
CURRENT LIABILITIES:    
Restaurant food liability 140,469 127,344
Accounts payable 15,677 26,656
Accrued payroll 18,586 18,173
Taxes payable 1,179 422
Current portion of long-term debt 10,156 6,250
Current operating lease liability 13,436  
Other accruals 50,164 44,323
Total current liabilities 249,667 223,168
LONG-TERM LIABILITIES:    
Deferred taxes, non-current 31,411 46,383
Noncurrent operating lease liability 82,405  
Long-term debt 328,193 335,548
Other accruals 751 18,270
Total long-term liabilities 442,760 400,201
Commitments and contingencies
STOCKHOLDERS’ EQUITY:    
Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of March 31, 2019 and December 31, 2018; issued and outstanding: no shares as of March 31, 2019 and December 31, 2018.
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at March 31, 2019 and December 31, 2018; issued and outstanding: 91,074,285 and 90,756,548 shares as of March 31, 2019 and December 31, 2018, respectively 9 9
Accumulated other comprehensive loss (1,664) (1,891)
Additional paid-in capital 1,107,047 1,094,866
Retained earnings 356,245 349,355
Total stockholders’ equity 1,461,637 1,442,339
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,154,064 $ 2,065,708
v3.19.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2019
Dec. 31, 2018
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 91,074,285 90,756,548
Common stock, shares outstanding 91,074,285 90,756,548
v3.19.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Statement [Abstract]    
Revenues $ 323,770 $ 232,570
Costs and expenses:    
Operations and support 161,350 96,283
Sales and marketing 78,454 48,756
Technology (exclusive of amortization) 27,250 17,331
General and administrative 22,787 17,697
Depreciation and amortization 25,089 20,951
Total costs and expenses 314,930 201,018
Income from operations 8,840 31,552
Interest expense - net 2,812 1,022
Income before provision for income taxes 6,028 30,530
Income tax benefit (862) (236)
Net income attributable to common stockholders $ 6,890 $ 30,766
Net income per share attributable to common stockholders:    
Basic $ 0.08 $ 0.35
Diluted $ 0.07 $ 0.34
Weighted-average shares used to compute net income per share attributable to common stockholders:    
Basic 90,951 87,085
Diluted 92,918 90,091
v3.19.1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]    
Net income $ 6,890 $ 30,766
OTHER COMPREHENSIVE INCOME    
Foreign currency translation adjustments 227 356
COMPREHENSIVE INCOME $ 7,117 $ 31,122
v3.19.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 6,890 $ 30,766
Adjustments to reconcile net income to net cash from operating activities:    
Depreciation 6,193 5,050
Deferred taxes (986) (2,976)
Amortization of intangible assets and developed software 18,896 15,901
Stock-based compensation 16,478 10,231
Other 735 2,048
Change in assets and liabilities, net of the effects of business acquisitions:    
Accounts receivable (30,391) (172)
Income taxes receivable (916) 4,090
Prepaid expenses and other assets (10,666) (3,516)
Restaurant food liability 13,099 6,885
Accounts payable (18,644) 601
Accrued payroll 411 (3,295)
Other accruals 12,845 5,887
Net cash provided by operating activities 13,944 71,500
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of investments (12,160) (10,537)
Proceeds from maturity of investments 11,636 18,166
Capitalized website and development costs (10,692) (6,262)
Purchases of property and equipment (8,018) (5,462)
Acquisition of other intangible assets (5,379)  
Acquisitions of businesses, net of cash acquired 127 737
Other cash flows from investing activities   16
Net cash used in investing activities (24,486) (3,342)
CASH FLOWS FROM FINANCING ACTIVITIES    
Taxes paid related to net settlement of stock-based compensation awards (9,966) (11,485)
Proceeds from exercise of stock options 2,424 6,948
Repayments of borrowings under the credit facility (2,031) (25,781)
Payments for debt issuance costs (1,647)  
Net cash used in financing activities (11,220) (30,318)
Net change in cash, cash equivalents, and restricted cash (21,762) 37,840
Effect of exchange rates on cash, cash equivalents and restricted cash 232 356
Cash, cash equivalents, and restricted cash at beginning of year 215,802 238,239
Cash, cash equivalents, and restricted cash at end of the period 194,272 276,435
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS    
Cash paid for income taxes 351 227
Capitalized property, equipment and website and development costs in accounts payable at period end 7,851 3,992
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH    
Cash and cash equivalents 189,694 272,258
Restricted cash included in prepaid expenses and other current assets $ 1,401 $ 1,500
Restricted Cash, Current, Asset, Statement of Financial Position [Extensible List] us-gaap:PrepaidExpenseAndOtherAssetsCurrent us-gaap:PrepaidExpenseAndOtherAssetsCurrent
Restricted cash included in other assets $ 3,177 $ 2,677
Restricted Cash, Noncurrent, Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssetsNoncurrent us-gaap:OtherAssetsNoncurrent
Total cash, cash equivalents, and restricted cash $ 194,272 $ 276,435
v3.19.1
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Total
Common stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Balance, beginning at Dec. 31, 2017 $ 1,117,816 $ 9 $ 849,043 $ (1,228) $ 269,992
Balance, beginning (in shares) at Dec. 31, 2017   86,790,624      
Net income 30,766       30,766
Cumulative effect adjustment upon adoption of ASU | ASU 2016-09 882       882
Currency translation 356     356  
Stock-based compensation 11,937   11,937    
Stock option exercises and vesting of restricted stock units, net of withholdings and other 6,948   6,948    
Stock option exercises and vesting of restricted stock units, net of withholdings and other (in shares)   643,888      
Shares repurchased and retired to satisfy tax withholding upon vesting (11,485)   (11,485)    
Shares repurchased and retired to satisfy tax withholding upon vesting (in shares)   (147,471)      
Balance, ending at Mar. 31, 2018 1,157,220 $ 9 856,443 (872) 301,640
Balance, ending (in shares) at Mar. 31, 2018   87,287,041      
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 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      
v3.19.1
Organization
3 Months Ended
Mar. 31, 2019
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 the restaurant a per order commission that is largely fee based. In many markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. The Company’s takeout marketplace, and related platforms where the Company provides marketing services to generate orders, are collectively referred to as the “Platform”.

v3.19.1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2019
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, 2018 filed with the SEC on February 28, 2019 (the “2018 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019.

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. Significant items subject to such estimates, judgments and assumptions include revenue recognition, website and internal-use software development costs, goodwill, recoverability of intangible assets with finite lives and other long-lived assets, stock-based compensation, and income taxes. Actual results could differ from these estimates.  

Changes in Accounting Principle

See “Recently Issued Accounting Pronouncements” below for a description of accounting principle changes adopted during the three months ended March 31, 2019 related to leases. There have been no other material changes to the Company’s significant accounting policies described in the 2018 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 will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning in the first quarter of 2020 and early adoption is permitted. The guidance will be applied using the modified-retrospective approach. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2016, and in subsequent updates, the FASB issued Accounting Standards Codification Topic 842, Leases (“ASC Topic 842”). Under ASC Topic 842, a lessee recognizes a liability to make lease payments and a right-of-use asset for all leases (with the exception of short-term leases) in the statement of financial position at the commencement date. ASC Topic 842 was effective for and adopted by the Company in the first quarter of 2019. The Company adopted ASC Topic 842 using the modified retrospective transition method applied to all existing leases beginning January 1, 2019. Periods prior to adoption were not adjusted and continue to be reported in accordance with historic accounting guidance under ASC Topic 840. The Company elected the optional practical expedient package which, among other things, includes retaining the historical classification of leases. The adoption of ASC Topic 842 resulted in the recognition on the condensed consolidated balance sheets as of January 1, 2019 of right-of-use assets of $81.2 million and lease liabilities for operating leases of $97.7 million, but did not result in a cumulative-effect adjustment on retained earnings. The operating lease right-of-use asset includes the impact upon adoption of ASC Topic 842 of the derecognition of lease incentives, deferred rent, below-market lease intangibles, cease-use liabilities and prepaid rent balances recognized in prepaid expenses and other current assets and current and noncurrent other accruals on the consolidated balance sheets as of December 31, 2018. The adoption of ASC Topic 842 did not have and is not expected to have a material impact to the Company's consolidated results of operations or cash flows. See Note 7, Commitments and Contingencies, for additional details.

v3.19.1
Acquisitions
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

There were no acquisitions during the three months ended March 31, 2019.

2018 Acquisitions

On November 7, 2018, the Company acquired all of the issued and outstanding shares of Tapingo Ltd. (“Tapingo”) for approximately $152.1 million, including $151.7 million of cash paid (net of cash acquired of $1.5 million) and $0.4 million of other non-cash consideration. Tapingo is a leading platform for campus food ordering with direct integration into college meal plans and point of sale systems. The acquisition of Tapingo has enhanced the Company’s diner network on college campuses.

On September 13, 2018, the Company acquired SCVNGR, Inc. d/b/a LevelUp (“LevelUp”) for approximately $369.4 million, including $366.8 million of cash paid (net of cash acquired of $6.0 million) and $2.6 million of other non-cash consideration. LevelUp is a leading provider of mobile diner engagement and payment solutions for national and regional restaurant brands. The acquisition of LevelUp has simplified the Company’s integrations with restaurants’ systems, increased diner engagement and accelerated product development.

The Company assumed Tapingo and LevelUp employees’ unvested incentive stock option (“ISO”) awards as of the respective closing dates. Approximately $0.4 million and $2.6 million of the fair value of the assumed ISO awards granted to acquired Tapingo and LevelUp employees, respectively, was attributable to the pre-combination services of the awardees and was included in the respective purchase prices. These amounts are reflected within goodwill in the respective purchase price allocations. As of the respective acquisition dates, aggregate post-combination expense of approximately $21.4 million was expected to be recognized related to the combined assumed ISO awards over the remaining post-combination service period.

The results of operations of Tapingo and LevelUp have been included in the Company’s financial statements since November 7, 2018 and September 13, 2018, respectively.

The excess of the consideration transferred in the acquisitions over the amounts assigned to the fair value of the assets was recorded as goodwill, which represents the value of LevelUp’s technology team, the ability to simplify integrations with restaurants on the Company’s platform, and the expanded breadth and depth of the Company’s network of diners and campus relationships. The total goodwill related to the acquisitions of Tapingo and LevelUp of $415.5 million is not deductible for income tax purposes.

The assets acquired and liabilities assumed of Tapingo and LevelUp were recorded at their estimated fair values as of the closing dates of November 7, 2018 and September 13, 2018, respectively. The purchase price allocations for Tapingo and LevelUp are subject to change within the measurement period as certain significant fair value estimates are subject to management review and approval. See Note 5, Goodwill and Acquired Intangible Assets, for a description of changes to the purchase price allocations for Tapingo and LevelUp during the three months ended March 31, 2019.

The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the asset and liabilities acquired in connection with the Tapingo and LevelUp acquisitions:

 

 

Tapingo

 

 

LevelUp

 

 

Total

 

 

(in thousands)

 

Accounts receivable

$

3,101

 

 

$

6,201

 

 

$

9,302

 

Prepaid expenses and other current assets

 

843

 

 

 

1,396

 

 

 

2,239

 

Property and equipment

 

 

 

 

895

 

 

 

895

 

Other assets

 

163

 

 

 

 

 

 

163

 

Restaurant relationships

 

11,279

 

 

 

10,217

 

 

 

21,496

 

Diner acquisition

 

 

 

 

3,912

 

 

 

3,912

 

Below-market lease intangible

 

 

 

 

2,205

 

 

 

2,205

 

Developed technology

 

9,755

 

 

 

20,107

 

 

 

29,862

 

Goodwill

 

119,321

 

 

 

296,198

 

 

 

415,519

 

Net deferred tax asset

 

12,074

 

 

 

31,545

 

 

 

43,619

 

Accounts payable and accrued expenses

 

(4,478

)

 

 

(3,249

)

 

 

(7,727

)

Total purchase price net of cash acquired

$

152,058

 

 

$

369,427

 

 

$

521,485

 

Fair value of assumed ISOs attributable to pre-combination service

 

(372

)

 

 

(2,594

)

 

 

(2,966

)

Net cash paid

$

151,686

 

 

$

366,833

 

 

$

518,519

 

 

Additional Information

The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the restaurant relationships, diner acquisition and developed technology as follows:

 

Valuation Method

 

Tapingo

 

LevelUp

Restaurant relationships

Multi-period excess earnings

 

With or without comparative business valuation

Diner acquisition

n/a

 

Cost to recreate

Developed technology

Cost to recreate

 

Multi-period excess earnings

 

The fair value of the LevelUp below-market lease was measured based on the present value of the difference between the contractual amounts to be paid pursuant to the lease and an estimate of current fair market lease rates measured over the non-cancelable remaining term of the lease. As of January 1, 2019, the below-market lease intangible asset was derecognized from acquired intangible assets resulting in a corresponding adjustment to the opening balance of operating lease right-of-use assets on the condensed consolidated balance sheets upon adoption of ASC Topic 842.

These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.

The Company incurred certain expenses directly and indirectly related to acquisitions which were recognized in general and administrative expenses within the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 of $0.5 million and $1.3 million, respectively.

Pro Forma (unaudited)

The following unaudited pro forma information presents a summary of the operating results of the Company for the three months ended March 31, 2018 as if the acquisitions of Tapingo and LevelUp had occurred as of January 1 of the year prior to acquisition:

 

 

Three Months Ended

March 31, 2018

 

 

(in thousands, except per share data)

 

Revenues

$

243,347

 

Net income

 

21,621

 

Net income per share attributable to common shareholders:

 

 

 

Basic

$

0.25

 

Diluted

$

0.24

 

 

The pro forma adjustments that reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred, stock-based compensation expense for assumed equity awards and interest expense for transaction financings, as well as the pro forma tax impact of such adjustments for the three months ended March 31, 2018 were as follows:

 

 

Three Months Ended

March 31, 2018

 

 

(in thousands)

 

Depreciation and amortization

$

1,626

 

Transaction costs

 

(1,232

)

Stock-based compensation

 

1,872

 

Interest expense

 

525

 

Income tax benefit

 

(826

)

 

The unaudited pro forma revenues and net income are not intended to represent or be indicative of the Company’s condensed consolidated results of operations or financial condition that would have been reported had the acquisitions been completed as of the beginning of the period presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition.

v3.19.1
Marketable Securities
3 Months Ended
Mar. 31, 2019
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 March 31, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

11,451

 

 

$

 

 

$

(20

)

 

$

11,431

 

Corporate bonds

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

14,704

 

 

 

 

 

 

(78

)

 

 

14,626

 

Total

 

$

27,155

 

 

$

 

 

$

(98

)

 

$

27,057

 

 

 

 

December 31, 2018

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

12,097

 

 

$

 

 

$

(21

)

 

$

12,076

 

Corporate bonds

 

 

870

 

 

 

 

 

 

 

 

 

870

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

13,334

 

 

 

 

 

 

(88

)

 

 

13,246

 

Corporate bonds

 

 

750

 

 

 

 

 

 

 

 

 

750

 

Total

 

$

27,051

 

 

$

 

 

$

(109

)

 

$

26,942

 

 

All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of March 31, 2019.

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, 2019 and December 31, 2018 were as follows:

 

 

 

March 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

 

$

26,057

 

 

$

(98

)

 

$

 

 

$

 

 

$

26,057

 

 

$

(98

)

Total

 

$

26,057

 

 

$

(98

)

 

$

 

 

$

 

 

$

26,057

 

 

$

(98

)

 

 

 

December 31, 2018

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

 

(in thousands)

 

Commercial paper

 

$

25,322

 

 

$

(109

)

 

$

 

 

$

 

 

$

25,322

 

 

$

(109

)

Corporate bonds

 

 

750

 

 

 

 

 

 

 

 

 

 

 

 

750

 

 

 

 

Total

 

$

26,072

 

 

$

(109

)

 

$

 

 

$

 

 

$

26,072

 

 

$

(109

)

 

The Company recognized interest income during the three months ended March 31, 2019 and 2018 of $0.7 million and $0.6 million, respectively, within net interest expense on the condensed consolidated statements of operations. During the three months ended March 31, 2019 and 2018, 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).

v3.19.1
Goodwill and Acquired Intangible Assets
3 Months Ended
Mar. 31, 2019
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 March 31, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Restaurant relationships

 

$

494,278

 

 

$

(110,647

)

 

$

383,631

 

 

$

494,278

 

 

$

(103,457

)

 

$

390,821

 

Diner acquisition

 

 

47,541

 

 

 

(12,683

)

 

 

34,858

 

 

 

47,541

 

 

 

(10,306

)

 

 

37,235

 

Developed technology

 

 

38,385

 

 

 

(12,304

)

 

 

26,081

 

 

 

38,385

 

 

 

(10,247

)

 

 

28,138

 

Trademarks

 

 

2,225

 

 

 

(2,225

)

 

 

 

 

 

2,225

 

 

 

(2,225

)

 

 

 

Below-market lease intangible

 

 

 

 

 

 

 

 

 

 

 

2,206

 

 

 

(124

)

 

 

2,082

 

Other

 

 

3,373

 

 

 

(2,630

)

 

 

743

 

 

 

3,676

 

 

 

(2,615

)

 

 

1,061

 

Total amortizable intangible assets

 

 

585,802

 

 

 

(140,489

)

 

 

445,313

 

 

 

588,311

 

 

 

(128,974

)

 

 

459,337

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

675,478

 

 

$

(140,489

)

 

$

534,989

 

 

$

677,987

 

 

$

(128,974

)

 

$

549,013

 

Upon adoption of ASC Topic 842, the acquired below-market lease intangible was derecognized resulting in a corresponding adjustment to the operating lease right-of-use asset within the condensed consolidated balance sheets as of January 1, 2019. Amortization of the acquired below-market lease intangible was recognized as rent expense within the condensed consolidated statements of operations. See Note 7, Commitments and Contingencies, for further details.

Amortization expense for acquired intangible assets recognized within depreciation and amortization on the condensed consolidated statements of operations was $11.9 million and $11.5 million for the three months ended March 31, 2019 and 2018, respectively.

 

The change in the carrying amount of goodwill during the three months ended March 31, 2019 related to changes in the fair value of net deferred tax assets for the purchase price allocations of the Tapingo and LevelUp acquisitions during the measurement period were as follows:

 

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Net Book Value

 

 

 

(in thousands)

 

Balance as of December 31, 2018

 

$

1,019,239

 

 

$

 

 

$

1,019,239

 

Acquisitions

 

 

(13,858

)

 

 

 

 

 

(13,858

)

Balance as of March 31, 2019

 

$

1,005,381

 

 

$

 

 

$

1,005,381

 

 

Estimated future amortization expense of acquired intangible assets as of March 31, 2019 was as follows:

 

 

 

(in thousands)

 

The remainder of 2019

 

$

35,105

 

2020

 

 

44,381

 

2021

 

 

38,745

 

2022

 

 

36,776

 

2023

 

 

30,281

 

Thereafter

 

 

260,025

 

Total

 

$

445,313

 

 

v3.19.1
Property and Equipment
3 Months Ended
Mar. 31, 2019
Property Plant And Equipment [Abstract]  
Property and Equipment

6. Property and Equipment

The components of the Company’s property and equipment as of March 31, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(in thousands)

 

Developed software

 

$

104,818

 

 

$

90,302

 

Computer equipment

 

 

55,838

 

 

 

50,767

 

Leasehold improvements

 

 

41,827

 

 

 

39,550

 

Furniture and fixtures

 

 

12,408

 

 

 

10,801

 

Purchased software and digital assets

 

 

6,467

 

 

 

4,696

 

Construction in progress

 

 

6,446

 

 

 

1,976

 

Property and equipment

 

 

227,804

 

 

 

198,092

 

Accumulated depreciation and amortization

 

 

(91,457

)

 

 

(78,597

)

Property and equipment, net

 

$

136,347

 

 

$

119,495

 

The Company recorded depreciation and amortization expense for property and equipment other than developed software of $6.2 million and $5.1 million for the three months ended March 31, 2019 and 2018, respectively.

The Company capitalized developed software costs of $14.5 million and $8.2 million for the three months ended March 31, 2019 and 2018, 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, 2019 and 2018 was $7.0 million and $4.4 million, respectively.

v3.19.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

7. Commitments and Contingencies

Leases

As of March 31, 2019, the Company had operating lease agreements for its office facilities in various locations throughout the U.S, as well as in the U.K. and Israel, which expire at various dates through September 2029. The terms of the lease agreements provide for fixed rental payments on a graduated basis. For its primary operating leases, the Company can, after the initial lease term, renew its leases under right of first offer terms at fair value at the time of renewal for a period of five years.  The Company's lease term includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

The Company determines if an arrangement is a lease at inception of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Non-lease components associated with lease components in the Company’s lease contracts are treated as a single lease component. As of March 31, 2019, the Company recognized on its condensed consolidated balance sheets operating lease right-of-use assets of $78.7 million that represent the Company's right to use an underlying asset during the lease term and current and noncurrent operating lease liabilities of $13.4 million and $82.4 million, respectively, that represent the Company's obligation to make lease payments. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. To determine the incremental borrowing rate, the Company uses information including the risk-free interest rate for the remaining lease term, the Company’s implied credit rating and interest rates of similar debt instruments of entities with comparable credit ratings. The Company recognizes rent expense on a straight-line basis over the lease term, which is allocated on a headcount basis to operations and support, sales and marketing, technology and general and administrative costs and expenses in the condensed consolidated statements of operations.

The components of lease costs, which consists of rent expense for leased office space, during the three months ended March 31, 2019 were as follows:

 

 

Three Months Ended March 31, 2019

 

 

 

(in thousands)

 

Fixed operating lease cost

 

$

3,808

 

Short-term lease cost

 

 

450

 

Sublease income

 

 

(47

)

Total lease cost

 

$

4,211

 

Supplemental cash flow information related to the Company’s operating leases as well as the weighted-average lease term and discount rate as of March 31, 2019, were as follows:

 

 

Three Months Ended March 31, 2019

 

Cash paid for operating lease liabilities (in thousands)

 

$

3,169

 

Weighted-average remaining lease term (years)

 

 

8.9

 

Weighted-average discount rate

 

 

5.2

%

 

Future minimum lease payments under the Company’s operating lease agreements as of March 31, 2019 were as follows:

 

 

(in thousands)

 

The remainder of 2019

 

$

10,459

 

2020

 

 

14,878

 

2021

 

 

14,244

 

2022

 

 

12,218

 

2023

 

 

12,218

 

Thereafter

 

 

57,572

 

Total future lease payments

 

 

121,589

 

Less interest

 

 

(25,748

)

Present value of lease liabilities

 

$

95,841

 

The table above does not reflect the Company’s option to exercise early termination rights or the payment of related early termination fees. Additionally, as of March 31, 2019, the Company had future obligations for office facilities of approximately $27 million that have not yet commenced, and as such, have not been recognized on the Company's condensed consolidated balance sheets or included in the table above. This operating lease, with an eleven year term, is expected to commence in 2019.

 

As previously reported in the 2018 Form 10-K under ASC Topic 840, future minimum lease payments under the Company’s operating lease agreements that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:

 

 

(in thousands)

 

2019

 

$

13,009

 

2020

 

 

14,874

 

2021

 

 

14,243

 

2022

 

 

12,219

 

2023

 

 

12,220

 

Thereafter

 

 

57,503

 

Total

 

$

124,068

 

 

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. The Company believes this case lacks merit and that it has strong defenses to all of the infringement claims. The Company intends to defend the suit vigorously. However, the Company is unable to predict the likelihood of success of Ameranth’s infringement claims and is unable to predict the likelihood of success of its counterclaims. The Company has not recorded an accrual related to this lawsuit as of March 31, 2019, as it does not believe a material loss is probable. It is a reasonable possibility that a loss may be incurred; however, the possible range of loss is not estimable given the status of the case and the uncertainty as to whether the claims at issue are with or without merit, will be settled out of court, or will be determined in the Company’s favor, whether the Company may be required to expend significant management time and financial resources on the defense of such claims, and whether the Company will be able to recover any losses under its insurance policies.

In addition to the matter described above, from time to time, the Company is involved in various other legal proceedings arising from the normal course of business activities, including labor and employment claims, some of which relate to the alleged misclassification of independent contractors. In September 2015, a claim was brought in the United States District Court for the Northern District of California under the Private Attorneys General Act by an individual plaintiff on behalf of himself and seeking to represent other drivers and the State of California. The claim sought monetary penalties and injunctive relief for alleged violations of the California Labor Code based on the alleged misclassification of drivers as independent contractors. A decision was issued on February 8, 2018, and the court ruled in favor of the Company, finding that plaintiff was properly classified as an independent contractor. In March 2018, the plaintiff appealed this decision to the U.S. Court of Appeals for the Ninth Circuit. 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.

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.

v3.19.1
Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt

8. Debt

The following table summarizes the carrying value of the Company’s debt as of March 31, 2019 and December 31, 2018:

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(in thousands)

 

Term loan

 

$

322,968

 

 

$

120,312

 

Revolving loan

 

 

17,313

 

 

 

222,000

 

Total debt

 

 

340,281

 

 

 

342,312

 

Less current portion

 

 

(10,156

)

 

 

(6,250

)

Less unamortized deferred debt issuance costs

 

 

(1,932

)

 

 

(514

)

Long-term debt

 

$

328,193

 

 

$

335,548

 

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 term loans in an aggregate principal amount of $325 million. In addition, the Company may 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. The Credit Agreement replaced the Company’s prior $350 million credit facility, which was due to expire on October 9, 2022. There have been no changes in the terms of the Credit Agreement as described in Part II, Item 8, Note 16, Subsequent Events, to the Company’s 2018 Form 10-K.

During the three months ended March 31, 2019, the Company made principal payments of $2.0 million from cash on hand. As of March 31, 2019, outstanding borrowings under the Credit Agreement were $340.3 million. The fair value of the Company’s outstanding debt approximates its carrying value as of March 31, 2019 (see Note 13, Fair Value Measurement, for additional details). The Company was in compliance with the covenants of the Credit Agreement as of March 31, 2019. Additional capacity under the Credit Agreement may be used for general corporate purposes, including funding working capital and future acquisitions.

As of March 31, 2019 and December 31, 2018, total unamortized debt issuance costs of $3.3 million and $1.9 million, respectively, were recorded as other assets and as a reduction of long-term debt on the condensed consolidated balance sheets in proportion to the borrowing capacities of the revolving and term loans.

Interest expense includes interest on outstanding borrowings, amortization of debt issuance costs and commitment fees on the undrawn portion available under the credit facility. The Company recognized interest expense of $3.5 million and $1.6 million during the three months ended March 31, 2019 and 2018, respectively.

v3.19.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2019
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.

Stock-based Compensation Expense

The total stock-based compensation expense related to all stock-based awards was $16.5 million and $10.2 million during the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, $244.7 million of total unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 3.2 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 March 31, 2019 and 2018, the Company recognized excess tax benefits from stock-based compensation of $2.3 million and $8.2 million, respectively, within income tax benefit on the condensed consolidated statements of operations and within cash flows from operating activities on the condensed consolidated statements of cash flows.

The Company capitalized stock-based compensation expense as website and software development costs of $3.2 million and $1.7 million during the three months ended March 31, 2019 and 2018, respectively.

Stock Options

The Company granted 301,873 and 332,723 stock options under the Grubhub Inc. 2015 Long-Term Incentive Plan during the three months ended March 31, 2019 and 2018, 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 three months ended March 31, 2019 and 2018 were as follows: 

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Weighted-average fair value options granted

 

$

31.27

 

 

$

33.24

 

Average risk-free interest rate

 

 

2.44

%

 

 

2.38

%

Expected stock price volatility

 

 

48.1

%

 

 

45.7

%

Dividend yield

 

None

 

 

None

 

Expected stock option life (years)

 

 

4.00

 

 

 

4.00

 

 

Stock option awards as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019, were as follows

 

 

Options

 

 

Weighted-Average

Exercise Price

 

 

Aggregate Intrinsic Value (thousands)

 

 

Weighted-Average

Exercise Term

(years)

 

Outstanding at December 31, 2018

 

 

2,650,839

 

 

$

33.13

 

 

$

120,977

 

 

 

6.87

 

Granted

 

 

301,873

 

 

 

78.08

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(15,978

)

 

 

98.64

 

 

 

 

 

 

 

 

 

Exercised

 

 

(105,881

)

 

 

22.90

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

2,830,853

 

 

 

37.93

 

 

 

99,134

 

 

 

6.97

 

Vested and expected to vest at March 31, 2019

 

 

2,825,796

 

 

 

37.87

 

 

 

99,115

 

 

 

6.96

 

Exercisable at March 31, 2019

 

 

1,701,724

 

 

$

25.44

 

 

$

76,536

 

 

 

5.96

 

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the three months ended March 31, 2019 and 2018 was $6.1 million and $14.6 million, respectively.

The Company recorded compensation expense for stock options of $4.0 million and $2.4 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $38.5 million and is expected to be recognized over a weighted-average period of 2.7 years.

Restricted Stock Units

Non-vested restricted stock units as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019 were as follows:

 

 

 

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

Outstanding at December 31, 2018

 

 

2,328,857

 

 

$

67.33

 

Granted

 

 

1,323,526

 

 

 

77.95

 

Forfeited

 

 

(175,710

)

 

 

68.60

 

Vested

 

 

(336,290

)

 

 

63.84

 

Cancelled

 

 

(52,357

)

 

 

85.39

 

Outstanding at March 31, 2019

 

 

3,088,026

 

 

$

72.17

 

 

Compensation expense related to restricted stock units was $12.5 million and $7.8 million during the three months ended March 31, 2019 and 2018, respectively. The aggregate fair value as of the vest date of restricted stock units that vested during the three months ended March 31, 2019 and 2018 was $26.9 million and $30.3 million, respectively. As of March 31, 2019, $206.2 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to 3,052,839 non-vested restricted stock units expected to vest with weighted-average grant date fair values of $72.06 is expected to be recognized over a weighted-average period of 3.2 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.

v3.19.1
Income Taxes
3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

10. Income Taxes

The Company’s effective tax rate was negative 14.3% and negative 0.8% during the three months ended March 31, 2019 and 2018, respectively. The income tax benefit for the three months ended March 31, 2019 and 2018, included the net impact of excess tax benefits for stock-based compensation of $2.3 million and $8.2 million, respectively (see Note 9, Stock-based Compensation, for additional details).

 

The Company is currently under examination for Tapingo’s federal income tax return for the tax year ended December 31, 2016. The Company does not believe, but cannot predict with certainty, that there will be any additional tax liabilities, penalties or interest as a result of the audit.

v3.19.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Stockholders' Equity

11. Stockholders’ Equity

As of March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018, there were 500,000,000 shares of common stock authorized. At March 31, 2019 and December 31, 2018, there were 91,074,285 and 90,756,548 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of March 31, 2019 or December 31, 2018.

On April 25, 2018, the Company issued and sold 2,820,464 shares of the Company’s common stock to Yum Restaurant Services Group, LLC (the “Investor”), a wholly owned subsidiary of Yum! Brands, Inc., for an aggregate purchase price of $200 million pursuant to an investment agreement dated February 7, 2018, by and between the Company and the Investor. The Company has used and expects to use the proceeds for general corporate purposes.

 

On January 22, 2016, the Company’s Board of Directors approved a program that authorizes the repurchase of up to $100 million of the Company’s common stock exclusive of any fees, commissions or other expenses relating to such repurchases through open market purchases or privately negotiated transactions at the prevailing market price at the time of purchase. The repurchase program was announced on January 25, 2016. 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, 2019, the Company did not 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, 2019 or December 31, 2018.

v3.19.1
Earnings Per Share Attributable to Common Stockholders
3 Months Ended
Mar. 31, 2019
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 attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income per share attributable to common stockholders is computed by dividing net income by the weighted-average number of common shares outstanding during the period and potentially dilutive common stock equivalents, including stock options and restricted stock units, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and vesting of restricted stock units using the treasury stock method.

The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three months ended March 31, 2019 and 2018:

 

Three Months Ended March 31,

 

 

2019

 

 

2018

 

 

(in thousands, except per share data)

Basic earnings per share:

 

 

 

 

 

 

 

Net income attributable to common stockholders (numerator)

$

6,890

 

 

$

30,766

 

Shares used in computation (denominator)

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

90,951

 

 

 

87,085

 

Basic earnings per share

$

0.08

 

 

$

0.35

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income attributable to common stockholders (numerator)

$

6,890

 

 

$

30,766

 

Shares used in computation (denominator)

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

90,951

 

 

 

87,085

 

Effect of dilutive securities:

 

 

 

 

 

 

 

Stock options

 

1,308

 

 

 

1,621

 

Restricted stock units

 

659

 

 

 

1,385

 

Weighted-average diluted shares

 

92,918

 

 

 

90,091

 

Diluted earnings per share

$

0.07

 

 

$

0.34

 

 

The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three months ended March 31, 2019 and 2018 were as follows:  

 

 

Three Months Ended March 31,

 

 

2019

 

 

2018

 

 

(in thousands)

 

Anti-dilutive shares underlying stock-based awards:

 

 

 

 

 

 

 

Stock options

 

845

 

 

 

333

 

Restricted stock units

 

572

 

 

 

60

 

 

v3.19.1
Fair Value Measurement
3 Months Ended
Mar. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurement

13. Fair Value Measurement

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The accounting guidance for fair value measurements prioritizes valuation methodologies based on the reliability of the inputs in the following three-tier value hierarchy:

 

Level 1

Quoted prices in active markets for identical assets or liabilities.

 

Level 2

Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

 

Level 3

Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

The Company applied the following methods and assumptions in estimating its fair value measurements. The Company’s commercial paper, investments in corporate bonds and certain money market funds are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly. The Company’s long-term debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company. Accounts receivable, restaurant food liability and accounts payable approximate fair value due to their generally short-term maturities.

The following table presents the fair value, for disclosure purposes only, and carrying value of the Company’s assets and liabilities that are recorded at other than fair value as of March 31, 2019 and December 31, 2018:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Level 2

 

Level 3

 

Carrying Value

 

 

Level 2

 

Level 3

 

Carrying Value

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

135

 

$

 

$

135

 

 

$

61

 

$

 

$

61

 

Commercial paper

 

 

26,057

 

 

 

 

26,155

 

 

 

25,322

 

 

 

 

25,431

 

Corporate bonds

 

 

1,000

 

 

 

 

1,000

 

 

 

1,620

 

 

 

 

1,620

 

Total assets

 

$

27,192

 

$

 

$

27,290

 

 

$

27,003

 

$

 

$

27,112

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, including current maturities

 

$

 

$

340,635

 

$

340,281

 

 

$

 

$

342,745

 

$

342,312

 

Total liabilities

 

$

 

$

340,635

 

$

340,281

 

 

$

 

$

342,745

 

$

342,312

 

 

The Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions. See Note 3, Acquisitions, for further discussion of the fair value of assets and liabilities associated with acquisitions.

v3.19.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2019
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, 2018 filed with the SEC on February 28, 2019 (the “2018 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019.

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. Significant items subject to such estimates, judgments and assumptions include revenue recognition, website and internal-use software development costs, goodwill, recoverability of intangible assets with finite lives and other long-lived assets, stock-based compensation, and income taxes. Actual results could differ from these estimates.  

Changes in Accounting Principle

Changes in Accounting Principle

See “Recently Issued Accounting Pronouncements” below for a description of accounting principle changes adopted during the three months ended March 31, 2019 related to leases. There have been no other material changes to the Company’s significant accounting policies described in the 2018 Form 10-K.

Recently Issued Accounting Pronouncements

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 will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning in the first quarter of 2020 and early adoption is permitted. The guidance will be applied using the modified-retrospective approach. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2016, and in subsequent updates, the FASB issued Accounting Standards Codification Topic 842, Leases (“ASC Topic 842”). Under ASC Topic 842, a lessee recognizes a liability to make lease payments and a right-of-use asset for all leases (with the exception of short-term leases) in the statement of financial position at the commencement date. ASC Topic 842 was effective for and adopted by the Company in the first quarter of 2019. The Company adopted ASC Topic 842 using the modified retrospective transition method applied to all existing leases beginning January 1, 2019. Periods prior to adoption were not adjusted and continue to be reported in accordance with historic accounting guidance under ASC Topic 840. The Company elected the optional practical expedient package which, among other things, includes retaining the historical classification of leases. The adoption of ASC Topic 842 resulted in the recognition on the condensed consolidated balance sheets as of January 1, 2019 of right-of-use assets of $81.2 million and lease liabilities for operating leases of $97.7 million, but did not result in a cumulative-effect adjustment on retained earnings. The operating lease right-of-use asset includes the impact upon adoption of ASC Topic 842 of the derecognition of lease incentives, deferred rent, below-market lease intangibles, cease-use liabilities and prepaid rent balances recognized in prepaid expenses and other current assets and current and noncurrent other accruals on the consolidated balance sheets as of December 31, 2018. The adoption of ASC Topic 842 did not have and is not expected to have a material impact to the Company's consolidated results of operations or cash flows. See Note 7, Commitments and Contingencies, for additional details.

Leases

The Company determines if an arrangement is a lease at inception of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Non-lease components associated with lease components in the Company’s lease contracts are treated as a single lease component. As of March 31, 2019, the Company recognized on its condensed consolidated balance sheets operating lease right-of-use assets of $78.7 million that represent the Company's right to use an underlying asset during the lease term and current and noncurrent operating lease liabilities of $13.4 million and $82.4 million, respectively, that represent the Company's obligation to make lease payments. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. To determine the incremental borrowing rate, the Company uses information including the risk-free interest rate for the remaining lease term, the Company’s implied credit rating and interest rates of similar debt instruments of entities with comparable credit ratings. The Company recognizes rent expense on a straight-line basis over the lease term, which is allocated on a headcount basis to operations and support, sales and marketing, technology and general and administrative costs and expenses in the condensed consolidated statements of operations.

v3.19.1
Acquisitions (Tables) - Tapingo and LevelUp
3 Months Ended
Mar. 31, 2019
Business Acquisition [Line Items]  
Schedule of Acquisition Date Fair Value of Assets and Liabilities

The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the asset and liabilities acquired in connection with the Tapingo and LevelUp acquisitions:

 

 

Tapingo

 

 

LevelUp

 

 

Total

 

 

(in thousands)

 

Accounts receivable

$

3,101

 

 

$

6,201

 

 

$

9,302

 

Prepaid expenses and other current assets

 

843

 

 

 

1,396

 

 

 

2,239

 

Property and equipment

 

 

 

 

895

 

 

 

895

 

Other assets

 

163

 

 

 

 

 

 

163

 

Restaurant relationships

 

11,279

 

 

 

10,217

 

 

 

21,496

 

Diner acquisition

 

 

 

 

3,912

 

 

 

3,912

 

Below-market lease intangible

 

 

 

 

2,205

 

 

 

2,205

 

Developed technology

 

9,755

 

 

 

20,107

 

 

 

29,862

 

Goodwill

 

119,321

 

 

 

296,198

 

 

 

415,519

 

Net deferred tax asset

 

12,074

 

 

 

31,545

 

 

 

43,619

 

Accounts payable and accrued expenses

 

(4,478

)

 

 

(3,249

)

 

 

(7,727

)

Total purchase price net of cash acquired

$

152,058

 

 

$

369,427

 

 

$

521,485

 

Fair value of assumed ISOs attributable to pre-combination service

 

(372

)

 

 

(2,594

)

 

 

(2,966

)

Net cash paid

$

151,686

 

 

$

366,833

 

 

$

518,519

 

 

Valuation Methods for Intangible Assets Acquired

The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the restaurant relationships, diner acquisition and developed technology as follows:

 

Valuation Method

 

Tapingo

 

LevelUp

Restaurant relationships

Multi-period excess earnings

 

With or without comparative business valuation

Diner acquisition

n/a

 

Cost to recreate

Developed technology

Cost to recreate

 

Multi-period excess earnings

 

Pro Forma Summary of Operation

The following unaudited pro forma information presents a summary of the operating results of the Company for the three months ended March 31, 2018 as if the acquisitions of Tapingo and LevelUp had occurred as of January 1 of the year prior to acquisition:

 

 

Three Months Ended

March 31, 2018

 

 

(in thousands, except per share data)

 

Revenues

$

243,347

 

Net income

 

21,621

 

Net income per share attributable to common shareholders:

 

 

 

Basic

$

0.25

 

Diluted

$

0.24

 

Pro Forma Adjustments

The pro forma adjustments that reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred, stock-based compensation expense for assumed equity awards and interest expense for transaction financings, as well as the pro forma tax impact of such adjustments for the three months ended March 31, 2018 were as follows:

 

 

Three Months Ended

March 31, 2018

 

 

(in thousands)

 

Depreciation and amortization

$

1,626

 

Transaction costs

 

(1,232

)

Stock-based compensation

 

1,872

 

Interest expense

 

525

 

Income tax benefit

 

(826

)

v3.19.1
Marketable Securities (Tables)
3 Months Ended
Mar. 31, 2019
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, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

11,451

 

 

$

 

 

$

(20

)

 

$

11,431

 

Corporate bonds

 

 

1,000

 

 

 

 

 

 

 

 

 

1,000

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

14,704

 

 

 

 

 

 

(78

)

 

 

14,626

 

Total

 

$

27,155

 

 

$

 

 

$

(98

)

 

$

27,057

 

 

 

 

December 31, 2018

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

12,097

 

 

$

 

 

$

(21

)

 

$

12,076

 

Corporate bonds

 

 

870

 

 

 

 

 

 

 

 

 

870

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

13,334

 

 

 

 

 

 

(88

)

 

 

13,246

 

Corporate bonds

 

 

750

 

 

 

 

 

 

 

 

 

750

 

Total

 

$

27,051

 

 

$

 

 

$

(109

)

 

$

26,942

 

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, 2019 and December 31, 2018 were as follows:

 

 

 

March 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

 

$

26,057

 

 

$

(98

)

 

$

 

 

$

 

 

$

26,057

 

 

$

(98

)

Total

 

$

26,057

 

 

$

(98

)

 

$

 

 

$

 

 

$

26,057

 

 

$

(98

)

 

 

 

December 31, 2018

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

Estimated

Fair Value

 

 

Unrealized Loss

 

 

 

(in thousands)

 

Commercial paper

 

$

25,322

 

 

$

(109

)

 

$

 

 

$

 

 

$

25,322

 

 

$

(109

)

Corporate bonds

 

 

750

 

 

 

 

 

 

 

 

 

 

 

 

750

 

 

 

 

Total

 

$

26,072

 

 

$

(109

)

 

$

 

 

$

 

 

$

26,072

 

 

$

(109

)

v3.19.1
Goodwill and Acquired Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Components of Acquired Intangible Assets (Finite Lived)

The components of acquired intangible assets as of March 31, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Restaurant relationships

 

$

494,278

 

 

$

(110,647

)

 

$

383,631

 

 

$

494,278

 

 

$

(103,457

)

 

$

390,821

 

Diner acquisition

 

 

47,541

 

 

 

(12,683

)

 

 

34,858

 

 

 

47,541

 

 

 

(10,306

)

 

 

37,235

 

Developed technology

 

 

38,385

 

 

 

(12,304

)

 

 

26,081

 

 

 

38,385

 

 

 

(10,247

)

 

 

28,138

 

Trademarks

 

 

2,225

 

 

 

(2,225

)

 

 

 

 

 

2,225

 

 

 

(2,225

)

 

 

 

Below-market lease intangible

 

 

 

 

 

 

 

 

 

 

 

2,206

 

 

 

(124

)

 

 

2,082

 

Other

 

 

3,373

 

 

 

(2,630

)

 

 

743

 

 

 

3,676

 

 

 

(2,615

)

 

 

1,061

 

Total amortizable intangible assets

 

 

585,802

 

 

 

(140,489

)

 

 

445,313

 

 

 

588,311

 

 

 

(128,974

)

 

 

459,337

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

675,478

 

 

$

(140,489

)

 

$

534,989

 

 

$

677,987

 

 

$

(128,974

)

 

$

549,013

 

Components of Acquired Intangible Assets (Infinite Lived)

The components of acquired intangible assets as of March 31, 2019 and December 31, 2018 were as follows:

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Restaurant relationships

 

$

494,278

 

 

$

(110,647

)

 

$

383,631

 

 

$

494,278

 

 

$

(103,457

)

 

$

390,821

 

Diner acquisition

 

 

47,541

 

 

 

(12,683

)

 

 

34,858

 

 

 

47,541

 

 

 

(10,306

)

 

 

37,235

 

Developed technology

 

 

38,385

 

 

 

(12,304

)

 

 

26,081

 

 

 

38,385

 

 

 

(10,247

)

 

 

28,138

 

Trademarks

 

 

2,225

 

 

 

(2,225

)

 

 

 

 

 

2,225

 

 

 

(2,225

)

 

 

 

Below-market lease intangible

 

 

 

 

 

 

 

 

 

 

 

2,206

 

 

 

(124

)

 

 

2,082

 

Other

 

 

3,373

 

 

 

(2,630

)

 

 

743

 

 

 

3,676

 

 

 

(2,615

)

 

 

1,061

 

Total amortizable intangible assets

 

 

585,802

 

 

 

(140,489

)

 

 

445,313

 

 

 

588,311

 

 

 

(128,974

)

 

 

459,337

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

675,478

 

 

$

(140,489

)

 

$

534,989

 

 

$

677,987

 

 

$

(128,974

)

 

$

549,013

 

Changes in Carrying Amount of Goodwill

The change in the carrying amount of goodwill during the three months ended March 31, 2019 related to changes in the fair value of net deferred tax assets for the purchase price allocations of the Tapingo and LevelUp acquisitions during the measurement period were as follows:

 

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Net Book Value

 

 

 

(in thousands)

 

Balance as of December 31, 2018

 

$

1,019,239

 

 

$

 

 

$

1,019,239

 

Acquisitions

 

 

(13,858

)

 

 

 

 

 

(13,858

)

Balance as of March 31, 2019

 

$

1,005,381

 

 

$

 

 

$

1,005,381

 

Estimated Future Amortization of Acquired Intangible Assets

 

Estimated future amortization expense of acquired intangible assets as of March 31, 2019 was as follows:

 

 

 

(in thousands)

 

The remainder of 2019

 

$

35,105

 

2020

 

 

44,381

 

2021

 

 

38,745

 

2022

 

 

36,776

 

2023

 

 

30,281

 

Thereafter

 

 

260,025

 

Total

 

$

445,313

 

v3.19.1
Property and Equipment (Tables)
3 Months Ended
Mar. 31, 2019
Property Plant And Equipment [Abstract]  
Components of Property and Equipment

The components of the Company’s property and equipment as of March 31, 2019 and December 31, 2018 were as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(in thousands)

 

Developed software

 

$

104,818

 

 

$

90,302

 

Computer equipment

 

 

55,838

 

 

 

50,767

 

Leasehold improvements

 

 

41,827

 

 

 

39,550

 

Furniture and fixtures

 

 

12,408

 

 

 

10,801

 

Purchased software and digital assets

 

 

6,467

 

 

 

4,696

 

Construction in progress

 

 

6,446

 

 

 

1,976

 

Property and equipment

 

 

227,804

 

 

 

198,092

 

Accumulated depreciation and amortization

 

 

(91,457

)

 

 

(78,597

)

Property and equipment, net

 

$

136,347

 

 

$

119,495

 

v3.19.1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Components of Lease Costs

The components of lease costs, which consists of rent expense for leased office space, during the three months ended March 31, 2019 were as follows:

 

 

Three Months Ended March 31, 2019

 

 

 

(in thousands)

 

Fixed operating lease cost

 

$

3,808

 

Short-term lease cost

 

 

450

 

Sublease income

 

 

(47

)

Total lease cost

 

$

4,211

 

Supplemental Cash Flow Information Related to Operating Leases Average Lease Terms and Discount Rates

Supplemental cash flow information related to the Company’s operating leases as well as the weighted-average lease term and discount rate as of March 31, 2019, were as follows:

 

 

Three Months Ended March 31, 2019

 

Cash paid for operating lease liabilities (in thousands)

 

$

3,169

 

Weighted-average remaining lease term (years)

 

 

8.9

 

Weighted-average discount rate

 

 

5.2

%

Summary of Future Minimum Operating Lease Payments

Future minimum lease payments under the Company’s operating lease agreements as of March 31, 2019 were as follows:

 

 

(in thousands)

 

The remainder of 2019

 

$

10,459

 

2020

 

 

14,878

 

2021

 

 

14,244

 

2022

 

 

12,218

 

2023

 

 

12,218

 

Thereafter

 

 

57,572

 

Total future lease payments

 

 

121,589

 

Less interest

 

 

(25,748

)

Present value of lease liabilities

 

$

95,841

 

Summary of Future Minimum Payments under Non cancelable Operating Lease

As previously reported in the 2018 Form 10-K under ASC Topic 840, future minimum lease payments under the Company’s operating lease agreements that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:

 

 

(in thousands)

 

2019

 

$

13,009

 

2020

 

 

14,874

 

2021

 

 

14,243

 

2022

 

 

12,219

 

2023

 

 

12,220

 

Thereafter

 

 

57,503

 

Total

 

$

124,068

 

v3.19.1
Debt (Tables)
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Schedule of Debt

The following table summarizes the carrying value of the Company’s debt as of March 31, 2019 and December 31, 2018:

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(in thousands)

 

Term loan

 

$

322,968

 

 

$

120,312

 

Revolving loan

 

 

17,313

 

 

 

222,000

 

Total debt

 

 

340,281

 

 

 

342,312

 

Less current portion

 

 

(10,156

)

 

 

(6,250

)

Less unamortized deferred debt issuance costs

 

 

(1,932

)

 

 

(514

)

Long-term debt

 

$

328,193

 

 

$

335,548

 

v3.19.1
Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2019
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, 2019 and 2018 were as follows: 

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Weighted-average fair value options granted

 

$

31.27

 

 

$

33.24

 

Average risk-free interest rate

 

 

2.44

%

 

 

2.38

%

Expected stock price volatility

 

 

48.1

%

 

 

45.7

%

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, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019, were as follows

 

 

Options

 

 

Weighted-Average

Exercise Price

 

 

Aggregate Intrinsic Value (thousands)

 

 

Weighted-Average

Exercise Term

(years)

 

Outstanding at December 31, 2018

 

 

2,650,839

 

 

$

33.13

 

 

$

120,977

 

 

 

6.87

 

Granted

 

 

301,873

 

 

 

78.08

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(15,978

)

 

 

98.64

 

 

 

 

 

 

 

 

 

Exercised

 

 

(105,881

)

 

 

22.90

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

2,830,853

 

 

 

37.93

 

 

 

99,134

 

 

 

6.97

 

Vested and expected to vest at March 31, 2019

 

 

2,825,796

 

 

 

37.87

 

 

 

99,115

 

 

 

6.96

 

Exercisable at March 31, 2019

 

 

1,701,724

 

 

$

25.44

 

 

$

76,536

 

 

 

5.96

 

Non-vested Restricted Stock Units

Non-vested restricted stock units as of December 31, 2018 and March 31, 2019, and changes during the three months ended March 31, 2019 were as follows:

 

 

 

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

Outstanding at December 31, 2018

 

 

2,328,857

 

 

$

67.33

 

Granted

 

 

1,323,526

 

 

 

77.95

 

Forfeited

 

 

(175,710

)

 

 

68.60

 

Vested

 

 

(336,290

)

 

 

63.84

 

Cancelled

 

 

(52,357

)

 

 

85.39

 

Outstanding at March 31, 2019

 

 

3,088,026

 

 

$

72.17

 

v3.19.1
Earnings Per Share Attributable to Common Stockholders (Tables)
3 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Net Income Per Share

The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three months ended March 31, 2019 and 2018:

 

Three Months Ended March 31,

 

 

2019

 

 

2018

 

 

(in thousands, except per share data)

Basic earnings per share:

 

 

 

 

 

 

 

Net income attributable to common stockholders (numerator)

$

6,890

 

 

$

30,766

 

Shares used in computation (denominator)

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

90,951

 

 

 

87,085

 

Basic earnings per share

$

0.08

 

 

$

0.35

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income attributable to common stockholders (numerator)

$

6,890

 

 

$

30,766

 

Shares used in computation (denominator)

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

90,951

 

 

 

87,085

 

Effect of dilutive securities:

 

 

 

 

 

 

 

Stock options

 

1,308

 

 

 

1,621

 

Restricted stock units

 

659

 

 

 

1,385

 

Weighted-average diluted shares

 

92,918

 

 

 

90,091

 

Diluted earnings per share

$

0.07

 

 

$

0.34

 

 

Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share

The number of shares of common stock underlying stock-based awards excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive for the three months ended March 31, 2019 and 2018 were as follows:  

 

 

Three Months Ended March 31,

 

 

2019

 

 

2018

 

 

(in thousands)

 

Anti-dilutive shares underlying stock-based awards:

 

 

 

 

 

 

 

Stock options

 

845

 

 

 

333

 

Restricted stock units

 

572

 

 

 

60

 

v3.19.1
Fair Value Measurement (Tables)
3 Months Ended
Mar. 31, 2019
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, 2019 and December 31, 2018:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Level 2

 

Level 3

 

Carrying Value

 

 

Level 2

 

Level 3

 

Carrying Value

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

135

 

$

 

$

135

 

 

$

61

 

$

 

$

61

 

Commercial paper

 

 

26,057

 

 

 

 

26,155

 

 

 

25,322

 

 

 

 

25,431

 

Corporate bonds

 

 

1,000

 

 

 

 

1,000

 

 

 

1,620

 

 

 

 

1,620

 

Total assets

 

$

27,192

 

$

 

$

27,290

 

 

$

27,003

 

$

 

$

27,112

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, including current maturities

 

$

 

$

340,635

 

$

340,281

 

 

$

 

$

342,745

 

$

342,312

 

Total liabilities

 

$

 

$

340,635

 

$

340,281

 

 

$

 

$

342,745

 

$

342,312

 

 

v3.19.1
Significant Accounting Policies - Additional Information (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Jan. 01, 2019
Accounting Policies [Abstract]    
Operating leases, right of use assets $ 78,674 $ 81,200
Operating leases, liabilities $ 95,841 $ 97,700
v3.19.1
Acquisitions - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Nov. 07, 2018
Sep. 13, 2018
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Business Acquisition [Line Items]          
Net cash payments to acquire businesses     $ (127) $ (737)  
Goodwill     1,005,381   $ 1,019,239
General and administrative expenses          
Business Acquisition [Line Items]          
Direct and indirect expense incurred related to acquisitions     $ 500 $ 1,300  
Tapingo          
Business Acquisition [Line Items]          
Acquisition date Nov. 07, 2018        
Total purchase price net of cash acquired $ 152,058        
Net cash payments to acquire businesses 151,686        
Cash acquired in business acquisition 1,500        
Goodwill 119,321        
Tapingo | ISO          
Business Acquisition [Line Items]          
Fair value of assumed ISOs attributable to pre-combination service 372        
LevelUp          
Business Acquisition [Line Items]          
Acquisition date   Sep. 13, 2018      
Total purchase price net of cash acquired   $ 369,427      
Net cash payments to acquire businesses   366,833      
Cash acquired in business acquisition   6,000      
Goodwill   296,198      
LevelUp | ISO          
Business Acquisition [Line Items]          
Fair value of assumed ISOs attributable to pre-combination service   $ 2,594      
Tapingo and LevelUp          
Business Acquisition [Line Items]          
Total purchase price net of cash acquired 521,485        
Net cash payments to acquire businesses 518,519        
Goodwill 415,519        
Tapingo and LevelUp | ISO          
Business Acquisition [Line Items]          
Fair value of assumed ISOs attributable to pre-combination service 2,966        
Post combination expense expected to be recognized related to replacement awards $ 21,400        
v3.19.1
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) - USD ($)
$ in Thousands
3 Months Ended
Nov. 07, 2018
Sep. 13, 2018
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Business Acquisition [Line Items]          
Goodwill     $ 1,005,381   $ 1,019,239
Net cash paid     $ (127) $ (737)  
Tapingo          
Business Acquisition [Line Items]          
Accounts receivable $ 3,101        
Prepaid expenses and other current assets 843        
Other assets 163        
Goodwill 119,321        
Net deferred tax asset 12,074        
Accounts payable and accrued expenses (4,478)        
Total purchase price net of cash acquired 152,058        
Net cash paid 151,686        
Tapingo | ISO          
Business Acquisition [Line Items]          
Fair value of assumed ISOs attributable to pre-combination service (372)        
LevelUp          
Business Acquisition [Line Items]          
Accounts receivable   $ 6,201      
Prepaid expenses and other current assets   1,396      
Property and equipment   895      
Goodwill   296,198      
Net deferred tax asset   31,545      
Accounts payable and accrued expenses   (3,249)      
Total purchase price net of cash acquired   369,427      
Net cash paid   366,833      
LevelUp | ISO          
Business Acquisition [Line Items]          
Fair value of assumed ISOs attributable to pre-combination service   (2,594)      
Tapingo and LevelUp          
Business Acquisition [Line Items]          
Accounts receivable 9,302        
Prepaid expenses and other current assets 2,239        
Property and equipment 895        
Other assets 163        
Goodwill 415,519        
Net deferred tax asset 43,619        
Accounts payable and accrued expenses (7,727)        
Total purchase price net of cash acquired 521,485        
Net cash paid 518,519        
Tapingo and LevelUp | ISO          
Business Acquisition [Line Items]          
Fair value of assumed ISOs attributable to pre-combination service (2,966)        
Restaurant relationships | Tapingo          
Business Acquisition [Line Items]          
Intangible assets 11,279        
Restaurant relationships | LevelUp          
Business Acquisition [Line Items]          
Intangible assets   10,217      
Restaurant relationships | Tapingo and LevelUp          
Business Acquisition [Line Items]          
Intangible assets 21,496        
Diner acquisition | LevelUp          
Business Acquisition [Line Items]          
Intangible assets   3,912      
Diner acquisition | Tapingo and LevelUp          
Business Acquisition [Line Items]          
Intangible assets 3,912        
Below-market lease intangible | LevelUp          
Business Acquisition [Line Items]          
Intangible assets   2,205      
Below-market lease intangible | Tapingo and LevelUp          
Business Acquisition [Line Items]          
Intangible assets 2,205        
Developed technology | Tapingo          
Business Acquisition [Line Items]          
Intangible assets 9,755        
Developed technology | LevelUp          
Business Acquisition [Line Items]          
Intangible assets   $ 20,107      
Developed technology | Tapingo and LevelUp          
Business Acquisition [Line Items]          
Intangible assets $ 29,862        
v3.19.1
Acquisitions - Valuation Methods for Intangible Assets Acquired (Detail)
3 Months Ended
Mar. 31, 2019
Restaurant relationships | Tapingo  
Business Acquisition [Line Items]  
Valuation Method Multi-period excess earnings
Restaurant relationships | LevelUp  
Business Acquisition [Line Items]  
Valuation Method With or without comparative business valuation
Diner acquisition | Tapingo  
Business Acquisition [Line Items]  
Valuation Method n/a
Diner acquisition | LevelUp  
Business Acquisition [Line Items]  
Valuation Method Cost to recreate
Developed technology | Tapingo  
Business Acquisition [Line Items]  
Valuation Method Cost to recreate
Developed technology | LevelUp  
Business Acquisition [Line Items]  
Valuation Method Multi-period excess earnings
v3.19.1
Pro forma Summary of Operation (Detail) - Tapingo and LevelUp
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2018
USD ($)
$ / shares
Business Acquisition [Line Items]  
Revenues | $ $ 243,347
Net income | $ $ 21,621
Net income per share attributable to common shareholders:  
Basic | $ / shares $ 0.25
Diluted | $ / shares $ 0.24
v3.19.1
Pro Forma Adjustments for Additional Amortization of That Would Have Been Recognized on the Intangible Assets (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items]    
Interest expense $ 3,500 $ 1,600
Income tax (benefit) expense $ (862) (236)
Tapingo and LevelUp | Pro Forma    
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items]    
Depreciation and amortization   1,626
Transaction costs   (1,232)
Stock-based compensation   1,872
Interest expense   525
Income tax (benefit) expense   $ (826)
v3.19.1
Summary of Held-to-Maturity Marketable Securities (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Schedule Of Held To Maturity Securities [Line Items]    
Amortized Cost $ 27,155 $ 27,051
Unrealized Losses (98) (109)
Estimated Fair Value 27,057 26,942
Commercial Paper | Cash and Cash Equivalents    
Schedule Of Held To Maturity Securities [Line Items]    
Amortized Cost 11,451 12,097
Unrealized Losses (20) (21)
Estimated Fair Value 11,431 12,076
Commercial Paper | Short Term Investments    
Schedule Of Held To Maturity Securities [Line Items]    
Amortized Cost 14,704 13,334
Unrealized Losses (78) (88)
Estimated Fair Value 14,626 13,246
Corporate Bonds | Cash and Cash Equivalents    
Schedule Of Held To Maturity Securities [Line Items]    
Amortized Cost 1,000 870
Estimated Fair Value $ 1,000 870
Corporate Bonds | Short Term Investments    
Schedule Of Held To Maturity Securities [Line Items]    
Amortized Cost   750
Estimated Fair Value   $ 750
v3.19.1
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Schedule Of Held To Maturity Securities [Line Items]    
Estimated Fair Value, Less Than 12 Months $ 26,057 $ 26,072
Unrealized Loss, Less Than 12 Months (98) (109)
Estimated Fair Value, 12 Months or Greater 0 0
Unrealized Loss, 12 Months or Greater 0 0
Estimated Fair Value, Total 26,057 26,072
Unrealized Loss, Total (98) (109)
Commercial Paper    
Schedule Of Held To Maturity Securities [Line Items]    
Estimated Fair Value, Less Than 12 Months 26,057 25,322
Unrealized Loss, Less Than 12 Months (98) (109)
Estimated Fair Value, 12 Months or Greater 0 0
Unrealized Loss, 12 Months or Greater 0 0
Estimated Fair Value, Total 26,057 25,322
Unrealized Loss, Total $ (98) (109)
Corporate Bonds    
Schedule Of Held To Maturity Securities [Line Items]    
Estimated Fair Value, Less Than 12 Months   750
Unrealized Loss, Less Than 12 Months   0
Estimated Fair Value, 12 Months or Greater   0
Unrealized Loss, 12 Months or Greater   0
Estimated Fair Value, Total   750
Unrealized Loss, Total   $ 0
v3.19.1
Marketable Securities - Additional Information (Detail) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
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 $ 700,000 $ 600,000
v3.19.1
Components of Acquired Intangible Assets (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount $ 585,802 $ 588,311
Amortizable intangible assets, Accumulated Amortization (140,489) (128,974)
Amortizable intangible assets, Net Carrying Value 445,313 459,337
Indefinite-lived trademarks 89,676 89,676
Total acquired intangible assets, Gross Carrying Amount 675,478 677,987
Total acquired intangible assets, Net Carrying Value 534,989 549,013
Restaurant relationships    
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount 494,278 494,278
Amortizable intangible assets, Accumulated Amortization (110,647) (103,457)
Amortizable intangible assets, Net Carrying Value 383,631 390,821
Diner acquisition    
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount 47,541 47,541
Amortizable intangible assets, Accumulated Amortization (12,683) (10,306)
Amortizable intangible assets, Net Carrying Value 34,858 37,235
Developed technology    
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount 38,385 38,385
Amortizable intangible assets, Accumulated Amortization (12,304) (10,247)
Amortizable intangible assets, Net Carrying Value 26,081 28,138
Trademarks    
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount 2,225 2,225
Amortizable intangible assets, Accumulated Amortization (2,225) (2,225)
Below-market lease intangible    
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount   2,206
Amortizable intangible assets, Accumulated Amortization   (124)
Amortizable intangible assets, Net Carrying Value   2,082
Other    
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]    
Amortizable intangible assets, Gross Carrying Amount 3,373 3,676
Amortizable intangible assets, Accumulated Amortization (2,630) (2,615)
Amortizable intangible assets, Net Carrying Value $ 743 $ 1,061
v3.19.1
Goodwill and Acquired Intangible Assets - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]    
Intangible assets amortization expense $ 11,900 $ 11,500
v3.19.1
Schedule of Carrying Amount of Goodwill (Detail)
$ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill, Begining Balance $ 1,019,239
Goodwill, Acquisition (13,858)
Goodwill, Ending Balance 1,005,381
Net Book Value, Beginning Balance 1,019,239
Net Book Value, Acquisition (13,858)
Net Book Value, Ending Balance $ 1,005,381
v3.19.1
Estimated Future Amortization of Acquired Intangible Assets (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]    
The remainder of 2019 $ 35,105  
2020 44,381  
2021 38,745  
2022 36,776  
2023 30,281  
Thereafter 260,025  
Amortizable intangible assets, Net Carrying Value $ 445,313 $ 459,337
v3.19.1
Components of Property and Equipment (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Property Plant And Equipment [Line Items]    
Property and equipment $ 227,804 $ 198,092
Accumulated depreciation and amortization (91,457) (78,597)
Property and equipment, net 136,347 119,495
Developed software    
Property Plant And Equipment [Line Items]    
Property and equipment 104,818 90,302
Computer equipment    
Property Plant And Equipment [Line Items]    
Property and equipment 55,838 50,767
Leasehold improvements    
Property Plant And Equipment [Line Items]    
Property and equipment 41,827 39,550
Furniture and fixtures    
Property Plant And Equipment [Line Items]    
Property and equipment 12,408 10,801
Purchased Software and Digital Assets    
Property Plant And Equipment [Line Items]    
Property and equipment 6,467 4,696
Construction in progress    
Property Plant And Equipment [Line Items]    
Property and equipment $ 6,446 $ 1,976
v3.19.1
Property and Equipment - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Property Plant And Equipment [Line Items]    
Depreciation and amortization $ 25,089 $ 20,951
Capitalized developed software costs 14,500 8,200
Property And Equipment Excluding Developed Software    
Property Plant And Equipment [Line Items]    
Depreciation and amortization 6,200 5,100
Developed software    
Property Plant And Equipment [Line Items]    
Depreciation and amortization $ 7,000 $ 4,400
v3.19.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Jan. 01, 2019
Commitments And Contingencies Disclosure [Abstract]    
Description of operating lease agreements As of March 31, 2019, the Company had operating lease agreements for its office facilities in various locations throughout the U.S, as well as in the U.K. and Israel, which expire at various dates through September 2029.  
Lease renewal period 5 years  
Lessee, operating lease, existence of option to extend [true false] true  
Lessee, operating lease, existence of option to terminate [true false] true  
Operating lease right-of-use assets $ 78,674 $ 81,200
Operating lease liabilities current 13,436  
Operating lease liabilities non current 82,405  
Future obligations for office facilities not yet commenced $ 27,000  
Operating lease term not yet commenced 11 years  
v3.19.1
Components of Lease Costs (Detail)
$ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
Lessee Operating Lease Description [Abstract]  
Fixed operating lease cost $ 3,808
Short-term lease cost 450
Sublease income (47)
Total lease cost $ 4,211
v3.19.1
Supplemental Cash Flow Information Related to Operating Leases Average Lease Terms and Discount Rates (Detail)
$ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
Lessee Operating Lease Description [Abstract]  
Cash paid for operating lease liabilities (in thousands) $ 3,169
Weighted-average remaining lease term (years) 8 years 10 months 24 days
Weighted-average discount rate 5.20%
v3.19.1
Summary of Future Minimum Operating Lease Payments (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Jan. 01, 2019
Lessee Operating Lease Description [Abstract]    
The remainder of 2019 $ 10,459  
2020 14,878  
2021 14,244  
2022 12,218  
2023 12,218  
Thereafter 57,572  
Total future lease payments 121,589  
Less interest (25,748)  
Present value of lease liabilities $ 95,841 $ 97,700
v3.19.1
Summary of Future Minimum Payments under Non cancelable Operating Lease (Detail)
$ in Thousands
Dec. 31, 2018
USD ($)
Leases [Abstract]  
2019 $ 13,009
2020 14,874
2021 14,243
2022 12,219
2023 12,220
Thereafter 57,503
Total $ 124,068
v3.19.1
Commitments and Contingencies - Additional Information (Detail1)
$ in Millions
Mar. 31, 2019
USD ($)
Maximum | Merger Income Tax Consequences  
Loss Contingencies [Line Items]  
Indemnification related to business combination $ 15.0
v3.19.1
Schedule of Debt (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Total debt $ 340,281 $ 342,312
Less current portion (10,156) (6,250)
Less unamortized deferred debt issuance costs (1,932) (514)
Long-term debt 328,193 335,548
Term loan    
Debt Instrument [Line Items]    
Total debt 322,968 120,312
Revolving loan    
Debt Instrument [Line Items]    
Total debt $ 17,313 $ 222,000
v3.19.1
Debt - Additional Information (Detail) - USD ($)
3 Months Ended
Feb. 06, 2019
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Debt Instrument [Line Items]        
Repayment of borrowings   $ 2,031,000 $ 25,781,000  
Long-term debt   340,281,000   $ 342,312,000
Unamortized Debt Issuance Expense   3,300,000   1,900,000
Interest expense   3,500,000 $ 1,600,000  
Revolving Loans        
Debt Instrument [Line Items]        
Long-term debt   $ 17,313,000   $ 222,000,000
Credit Agreement        
Debt Instrument [Line Items]        
Credit facility, additional borrowing capacity $ 250,000,000      
Credit facility, expiration date Feb. 05, 2024      
Credit Agreement | Revolving Loans        
Debt Instrument [Line Items]        
Credit facility, maximum borrowing capacity $ 225,000,000      
Credit Agreement | Term Loans        
Debt Instrument [Line Items]        
Long-term debt 325,000,000      
Prior Credit Facility        
Debt Instrument [Line Items]        
Credit facility, maximum borrowing capacity $ 350,000,000      
Credit facility, expiration date Oct. 09, 2022      
v3.19.1
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Stock-based compensation $ 16,478 $ 10,231
Total unrecognized stock-based compensation expense $ 244,700  
Unrecognized compensation expense recognition period 3 years 2 months 12 days  
Stock-based compensation capitalized as website and software development cost $ 3,200 1,700
Options, Granted 301,873  
Aggregate intrinsic value of awards exercised $ 6,100 14,600
Stock Options    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Stock-based compensation $ 4,000 2,400
Unrecognized compensation expense recognition period 2 years 8 months 12 days  
Unrecognized stock-based compensation expense $ 38,500  
Restricted Stock Units    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Stock-based compensation $ 12,500 7,800
Unrecognized compensation expense recognition period 3 years 2 months 12 days  
Fair value of awards vested during the period $ 26,900 $ 30,300
Unrecognized compensation expense related to share based awards other than options $ 206,200  
Non-vested restricted stock units or awards expected to vest 3,052,839  
Weighted average grant date fair value $ 72.06  
2015 Long-Term Incentive Plan    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Options, Granted 301,873 332,723
ASU 2016-09 | Income Tax Expense    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Recognized excess tax benefits from stock-based compensation $ 2,300 $ 8,200
Excess tax benefits from stock-based compensation $ 2,300 $ 8,200
v3.19.1
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - $ / shares
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]    
Weighted-average fair value options granted $ 31.27 $ 33.24
Average risk-free interest rate 2.44% 2.38%
Expected stock price volatility 48.10% 45.70%
Dividend yield 0.00% 0.00%
Expected stock option life (years) 4 years 4 years
v3.19.1
Stock Option Activity (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Options    
Options, Beginning Balance 2,650,839  
Options, Granted 301,873  
Options, Forfeited (15,978)  
Options, Exercised (105,881)  
Options, Ending Balance 2,830,853 2,650,839
Options, Vested and expected to vest 2,825,796  
Options, Exercisable 1,701,724  
Weighted-Average Exercise Price    
Weighted-Average Exercise Price, Beginning Balance $ 33.13  
Weighted-Average Exercise Price, Granted 78.08  
Weighted-Average Exercise Price, Forfeited 98.64  
Weighted-Average Exercise Price, Exercised 22.90  
Weighted-Average Exercise Price, Ending Balance 37.93 $ 33.13
Weighted-Average Exercise Price, Vested and expected to vest 37.87  
Weighted-Average Exercise Price, Exercisable $ 25.44  
Aggregate Intrinsic Value/Weighted-Average Exercise Term    
Aggregate Intrinsic Value $ 99,134 $ 120,977
Aggregate Intrinsic Value, Vested and expected to vest 99,115  
Aggregate Intrinsic Value, Exercisable $ 76,536  
Weighted-Average Exercise Term, Outstanding Balance 6 years 11 months 19 days 6 years 10 months 13 days
Weighted-Average Exercise Term, Vested and expected to vest 6 years 11 months 15 days  
Weighted-Average Exercise Term, Exercisable 5 years 11 months 15 days  
v3.19.1
Non-vested Restricted Stock Units (Detail) - Restricted Stock Units
3 Months Ended
Mar. 31, 2019
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares, Beginning Balance | shares 2,328,857
Shares, Granted | shares 1,323,526
Shares, Forfeited | shares (175,710)
Shares, Vested | shares (336,290)
Shares, Cancelled | shares (52,357)
Shares, Ending Balance | shares 3,088,026
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares $ 67.33
Weighted-Average Grant Date Fair Value, Granted | $ / shares 77.95
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares 68.60
Weighted-Average Grant Date Fair Value, Vested | $ / shares 63.84
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares 85.39
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares $ 72.17
v3.19.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Tax Disclosure [Abstract]    
Effective income tax rate (14.30%) (0.80%)
Excess tax benefits from stock-based compensation $ 2.3 $ 8.2
Income tax examination description The Company is currently under examination for Tapingo’s federal income tax return for the tax year ended December 31, 2016. The Company does not believe, but cannot predict with certainty, that there will be any additional tax liabilities, penalties or interest as a result of the audit.  
v3.19.1
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended
Apr. 25, 2018
Mar. 31, 2019
Dec. 31, 2018
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   91,074,285 90,756,548  
Common stock, shares outstanding   91,074,285 90,756,548  
Treasury stock, shares   0 0  
Preferred Stock, shares authorized   25,000,000 25,000,000  
Preferred Stock, shares issued   0 0  
Preferred Stock, shares outstanding   0 0  
Common stock | Stock Repurchase Program        
Class Of Stock [Line Items]        
Stock repurchase program, announced date   Jan. 25, 2016    
Common stock repurchased, Shares   0    
Common stock | Maximum | Stock Repurchase Program        
Class Of Stock [Line Items]        
Authorized to repurchase of common stock       $ 100,000,000
Investment Agreement | Common stock | Accredited Investor        
Class Of Stock [Line Items]        
Stock Issued and sold 2,820,464      
Aggregate purchase price $ 200,000,000      
v3.19.1
Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Basic earnings per share:    
Net income attributable to common stockholders (numerator) $ 6,890 $ 30,766
Shares used in computation (denominator)    
Weighted-average common shares outstanding 90,951 87,085
Basic earnings per share $ 0.08 $ 0.35
Diluted earnings per share:    
Net income attributable to common stockholders (numerator) $ 6,890 $ 30,766
Shares used in computation (denominator)    
Weighted-average common shares outstanding 90,951 87,085
Effect of dilutive securities:    
Weighted-average diluted shares 92,918 90,091
Diluted earnings per share $ 0.07 $ 0.34
Stock Options    
Effect of dilutive securities:    
Stock options, Restricted stock units, shares 1,308 1,621
Restricted Stock Units    
Effect of dilutive securities:    
Stock options, Restricted stock units, shares 659 1,385
v3.19.1
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail) - shares
shares in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Stock Options    
Anti-dilutive shares underlying stock-based awards:    
Anti-dilutive shares underlying stock-based awards 845 333
Restricted Stock Units    
Anti-dilutive shares underlying stock-based awards:    
Anti-dilutive shares underlying stock-based awards 572 60
v3.19.1
Schedule of Fair Value and Carrying Value of Assets and Liabilities Recorded at Other Than Fair Value (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Fair Value | Level 2    
Assets    
Assets, fair value disclosure $ 27,192 $ 27,003
Fair Value | Level 3    
Liabilities    
Long-term debt, including current maturities 340,635 342,745
Total liabilities 340,635 342,745
Carrying Value    
Assets    
Assets, fair value disclosure 27,290 27,112
Liabilities    
Long-term debt, including current maturities 340,281 342,312
Total liabilities 340,281 342,312
Money Market Funds | Fair Value | Level 2    
Assets    
Assets, fair value disclosure 135 61
Money Market Funds | Carrying Value    
Assets    
Assets, fair value disclosure 135 61
Commercial Paper | Fair Value | Level 2    
Assets    
Assets, fair value disclosure 26,057 25,322
Commercial Paper | Carrying Value    
Assets    
Assets, fair value disclosure 26,155 25,431
Corporate Bonds | Fair Value | Level 2    
Assets    
Assets, fair value disclosure 1,000 1,620
Corporate Bonds | Carrying Value    
Assets    
Assets, fair value disclosure $ 1,000 $ 1,620