UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2015

GRUBHUB INC.
(Exact name of Registrant as Specified in Its Charter)

 
 	 	 	 	 	
Delaware	 	001-36389	 	46-2908664	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
 	 	 	
111 W. Washington Street, Suite 2100,
Chicago, Illinois	 	 	 	60602	
(Address of Principal Executive Offices)	 	 	 	(Zip Code)	
 
Registrant’s Telephone Number, Including Area Code: (877) 585-7878
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

 

Item 2.02.  Results of Operations and Financial Condition
On February 5, 2015, GrubHub Inc. (the “Company”) issued a press release reporting the Company’s results for the fourth quarter and year ended December 31, 2014.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  
Information in this report, including the exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation by reference language in such filings except as otherwise expressly stated in such a filing.
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On January 30, 2015, the Compensation Committee of the Board of Directors of the Company approved cash bonuses for fiscal 2014 under the Company’s Management Incentive Bonus program for the Company’s named executive officers in the amounts set forth below.

Named Executive Officer	2014 Bonus	
Matthew Maloney	$220,000	
Jonathan Zabusky	$183,150	
Adam DeWitt	$168,000	
80% of each award was based on the Company’s performance for fiscal 2014, with the remaining 20% of each award based on individual performance in fiscal 2014.  
Item 9.01.  Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this report:

Exhibit
Number	  	Description	
 	 	
99.1	  	Press Release issued by GrubHub Inc. on February 5, 2015.	

2

 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	 	 	 	GRUBHUB INC.	
 	 	 	 	
Date: February 5, 2015	 	 	 	By:	 	/s/ Adam DeWitt	
 	 	 	 	 	 	Adam DeWitt	
 	 	 	 	 	 	Chief Financial Officer and Treasurer	

3

 

EXHIBIT INDEX

Exhibit
Number	  	Description	
 	 	
99.1	  	Press Release issued by GrubHub Inc. on February 5, 2015.	
 
4

Exhibit 99.1
GRUBHUB REPORTS RECORD FOURTH QUARTER
AND YEAR-END RESULTS
 
GrubHub generates 50 percent revenue growth in the fourth quarter and expands into delivery with the acquisition of two leading restaurant delivery services
 
Chicago, IL  – February 5, 2015 – GrubHub Inc. (NYSE: GRUB), the leading online and mobile food-ordering company, today announced financial results for the quarter and year-ended December 31, 2014.  The Company also announced the completed acquisition of DiningIn and an agreement to acquire Restaurants on the Run, two of the leading restaurant delivery services in the U.S.
 
"We ended the year with strong growth momentum as we capitalized on the seasonally favorable conditions of the fourth quarter,” said Matt Maloney, CEO. “We sent more than 200,000 orders a day to our restaurant partners during the quarter while surpassing 5 million active diners, resulting in record revenues and adjusted EBITDA.  GrubHub continues to be the clear platform of choice for restaurants that want to grow their businesses profitably and for diners looking for simplicity, choice and control when ordering takeout."
 
Acquisitions
 
The Company has completed the acquisition of DiningIn and signed a definitive agreement to acquire Restaurants on the Run, subject to certain closing conditions. With the completion of these acquisitions, GrubHub will be executing deliveries for nearly 3,000 restaurants across the U.S., including in in Boston, Chicago, Dallas, Houston, Las Vegas, Los Angeles, Minneapolis, Philadelphia, San Diego, San Francisco and Seattle.    
 
GrubHub has been conducting its own delivery tests for the past year and believes that owning the delivery experience provides a number of key benefits to its diners and restaurant partners, including:
 
·	An improved diner experience due to GrubHub’s additional visibility into each order;	
·	An increased number of dining choices by bringing delivery services to restaurants that do not operate such services themselves; and	
·	Lower overall delivery costs due to the benefits of scale and aggregation	
 
“We are excited to start 2015 with these acquisitions, the completion of which will help us expand our leading position in online ordering and also make GrubHub a leader in restaurant delivery for independent restaurants,” noted Maloney. “DiningIn and Restaurants on the Run are ideal partners for GrubHub because of the breadth and depth of their restaurant networks and the more than 45 years of combined experience they have operating successful restaurant delivery services.”
 
Fourth Quarter and Full Year 2014 Highlights
 
The following results reflect the financial performance and key operating metrics of our business for the three months and year ended December 31, 2014, compared to the non-GAAP pro forma combined results of Seamless Holdings and GrubHub Holdings for the three months and year ended December 31, 2013, giving effect to the August 2013 merger of the two companies.
 
Fourth Quarter Financial Highlights
 
·	Revenues: $73.3 million, a 50% year-over-year increase from $49.0 million in the fourth quarter of 2013.	
·	Non-GAAP Adjusted EBITDA: $25.0 million, a 92% year-over-year increase from $13.0 million in the fourth quarter of 2013.	

 
·	Net Income: $10.8 million, a 381% year-over-year increase from $2.2 million in the fourth quarter of 2013.	
 
Fourth Quarter Key Business Metrics Highlights
 
·	Active Diners were 5.03 million, a 47% increase from 3.42 million Active Diners in the fourth quarter of 2013.	
·	Daily Average Grubs were 202,700, a 33% year-over-year increase from 152,900 Daily Average Grubs in the fourth quarter of 2013.	
·	Gross Food Sales were $508 million, a 37% year-over-year increase from $370 million processed in the fourth quarter of 2013.	
 
Full Year Financial Highlights
 
·	Revenues: $253.9 million, a 49% year-over-year increase from $170.1 million in 2013.	
·	Non-GAAP Adjusted EBITDA: $78.7 million, a 98% year-over-year increase from $39.7 million in 2013.	
·	Net Income: $24.3 million, a 458% year-over-year increase from $4.3 million in 2013.	
 
Full Year Key Business Metrics Highlights
 
·	Active Diners were 5.03 million, a 47% increase from 3.42 million Active Diners in 2013.	
·	Daily Average Grubs were 182,800, a 35% year-over-year increase from 135,500 Daily Average Grubs in 2013.	
·	Gross Food Sales were $1.8 billion, a 39% year-over-year increase from $1.3 billion processed in 2013.	
 
First Quarter and Full Year 2015 Guidance*
 
Based on information available as of February 5, 2015, the company is providing the following financial guidance for the first quarter and full year of 2015:

 	First Quarter 2015	 	Full Year 2015	
 	(in millions)	
Expected revenue range	$83 - $85	 	$335 - $350	
Expected Adjusted EBITDA range	$24 - $26	 	$100 - $108	
 
* Includes the impact of the DiningIn acquisition from date of completion, February 4 th , 2015.  Excludes the acquisition of Restaurants on the Run, as the parties have executed a definitive agreement but have not closed the transaction.
 
Fourth Quarter 2014 Financial Results Conference Call:  GrubHub will webcast a conference call today at 9 a.m. CT to discuss the fourth quarter 2014 financial results. The webcast can be accessed on the GrubHub Investor Relations website at http://investors.grubhub.com, along with the company's earnings press release and financial tables. A replay of the webcast will be available at the same website until February 19, 2015.
About GrubHub
GrubHub Inc. (NYSE: GRUB) is the nation's leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants. The company's online and mobile ordering platforms allow diners to order directly from approximately 30,000 takeout restaurants in more than 800 U.S. cities and London. Every order is supported by the company's 24/7 customer service teams.
 
About DiningIn
DiningIn, one of the country’s largest restaurant delivery services, makes it easy for diners to enjoy food from their favorite restaurants. Founded in Boston in 1988, DiningIn services Boston, Chicago, Dallas, Minneapolis

 
and Philadelphia. Providing delivery options for individual diners, group orders and corporate catering, DiningIn delivers the food diners crave. DiningIn partners with a wide range of restaurants – from local neighborhood favorites to national brands – to simplify food delivery and provide uncompromising quality.
About Restaurants on the Run
Founded in 1993, Restaurants on the Run is the West Coast's largest restaurant food delivery service specializing in corporate catering and restaurant delivery. Restaurants on the Run delivers on time meals and a consistent customer experience for more than 1,700 restaurant locations across Los Angeles, San Francisco, Orange County, San Diego, Houston, Seattle, Las Vegas and Tulsa. Using smart delivery logistics, Restaurants on the Run is focused on perfecting the ordering and delivery experience.  

  
Use of Forward Looking Statements:
This press release contains forward-looking statements regarding our management's future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected completion of the acquisition of Restaurants on the Run, the expected benefits to GrubHub from the acquisition of DiningIn and the potential acquisition of Restaurants on the Run, and the expected financial performance of GrubHub following such acquisitions. Such statements constitute “forward-looking” statements, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Prospectus filed on September 5, 2014 and our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, which are on file with the SEC and are available on the Investor Relations section of our website at http://investors.grubhub.com/. Additional information will be set forth in our Annual Report on Form 10-K that will be filed for the year ended December 31, 2014, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent our management's beliefs and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information, becomes available in the future.
 
Use of Non-GAAP Financial Measures
Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.  
 
We define Adjusted EBITDA as net income adjusted to exclude merger and restructuring costs, income taxes, depreciation and amortization and stock-based compensation expense. We use Adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions and restructuring, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.
 
See “Schedule of Non-GAAP Adjusted EBITDA Reconciliation - Pro Forma” below for a reconciliation of net income to Adjusted EBITDA.

Contacts:
Anan Kashyap
Corporate Finance & Investor Relations
ir@grubhub.com	 
Abby Hunt
Press
press@grubhub.com	

 

	
NON-GAAP PRO FORMA FINANCIAL INFORMATION
 
On August 8, 2013, GrubHub Inc. acquired all of the equity interests of each of Seamless North America, LLC, Seamless Holdings and GrubHub Holdings (the “Merger”). The following Unaudited Pro Forma Condensed Statement of Operations was derived from the unaudited historical statement of operations of Seamless Holdings (Acquirer) for the quarter and year ended December 31, 2013 and the unaudited historical statement of operations of GrubHub Holdings (Acquiree) for the quarter and year ended December 31, 2013, adjusted for income taxes at the Company’s historical effective tax rate.

 	Three Months Ended December 31,	 	 	Year Ended December 31,	 	
 	 	 	 	 	ProForma Combined	 	 	 	 	 	 	ProForma Combined	 	
 	2014	 	 	2013	 	 	2014	 	 	2013	 	
 	(in thousands)	 	
Revenues	$	73,313	 	 	$	49,024	 	 	$	253,873	 	 	$	170,086	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales and marketing	 	19,033	 	 	 	12,354	 	 	 	66,201	 	 	 	48,295	 	
Operations and support	 	17,766	 	 	 	12,895	 	 	 	62,509	 	 	 	45,639	 	
Technology (exclusive of amortization)	 	7,212	 	 	 	5,554	 	 	 	25,185	 	 	 	19,151	 	
General and administrative	 	7,220	 	 	 	7,311	 	 	 	32,307	 	 	 	32,402	 	
Depreciation and amortization	 	5,809	 	 	 	5,976	 	 	 	22,687	 	 	 	15,006	 	
Total costs and expenses	 	57,040	 	 	 	44,090	 	 	 	208,889	 	 	 	160,493	 	
Income before provision for income taxes	 	16,273	 	 	 	4,934	 	 	 	44,984	 	 	 	9,593	 	
Provision for income taxes	 	5,508	 	 	 	2,698	 	 	 	20,721	 	 	 	5,246	 	
Net income	$	10,765	 	 	$	2,236	 	 	$	24,263	 	 	$	4,347	 	
Net income per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	$	0.13	 	 	$	0.04	 	 	$	0.33	 	 	$	0.06	 	
Diluted	$	0.13	 	 	$	0.03	 	 	$	0.30	 	 	$	0.06	 	
Weighted average shares used to compute net income per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	81,605	 	 	 	54,915	 	 	 	73,571	 	 	 	54,774	 	
Diluted	 	84,311	 	 	 	76,751	 	 	 	81,698	 	 	 	75,634	 	
 
KEY PRO FORMA OPERATING METRICS

 	Three Months Ended
December 31,	 	 	Year Ended
December 31,	 	
 	2014	 	 	2013	 	 	2014	 	 	2013
Pro Forma	 	
Active Diners (000s)	 	5,029	 	 	 	3,421	 	 	 	5,029	 	 	 	3,421	 	
Daily Average Grubs	 	202,700	 	 	 	152,900	 	 	 	182,800	 	 	 	135,500	 	
Gross Food Sales (millions)	$	508.0	 	 	$	370.0	 	 	$	1,787.4	 	 	$	1,285.9	 	

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

 	 	 	 	 	 	 	 	
 	December 31, 2014	 	 	December 31, 2013	 	
ASSETS	 	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	 	
Cash and cash equivalents	$	201,796	 	 	$	86,542	 	
Short term investments	 	111,341	 	 	 	—	 	
Accounts receivable, less allowances for doubtful accounts	 	36,127	 	 	 	29,304	 	
Deferred taxes, current	 	564	 	 	 	3,688	 	
Prepaid expenses	 	2,940	 	 	 	2,625	 	
Total current assets	 	352,768	 	 	 	122,159	 	
PROPERTY AND EQUIPMENT:	 	 	 	 	 	 	 	
Property and equipment, net of depreciation and amortization	 	16,003	 	 	 	17,096	 	
OTHER ASSETS:	 	 	 	 	 	 	 	
Other assets	 	3,543	 	 	 	2,328	 	
Goodwill	 	352,788	 	 	 	352,788	 	
Acquired intangible assets, net of amortization	 	254,339	 	 	 	268,441	 	
Total other assets	 	610,670	 	 	 	623,557	 	
TOTAL ASSETS	$	979,441	 	 	$	762,812	 	
LIABILITIES, REDEEMABLE COMMON STOCK AND
   STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	 	
Restaurant food liability	$	91,575	 	 	$	78,245	 	
Accounts payable	 	3,371	 	 	 	3,353	 	
Accrued payroll	 	5,958	 	 	 	1,720	 	
Taxes payable	 	1,660	 	 	 	1,768	 	
Restructuring accrual	 	748	 	 	 	176	 	
Other accruals	 	7,693	 	 	 	7,329	 	
Total current liabilities	 	111,005	 	 	 	92,591	 	
LONG TERM LIABILITIES:	 	 	 	 	 	 	 	
Deferred taxes, non-current	 	91,983	 	 	 	90,495	 	
Other accruals	 	5,931	 	 	 	3,936	 	
Total long term liabilities	 	97,914	 	 	 	94,431	 	
Commitments and Contingencies	 	 	 	 	 	 	 	
Redeemable common stock, $0.0001 par value, no shares and 1,344,236 shares outstanding as of December 31, 2014 and December 31, 2013, respectively	 	—	 	 	 	18,415	 	
STOCKHOLDERS’ EQUITY:	 	 	 	 	 	 	 	
Series A Convertible Preferred Stock, $0.0001 par value	 	—	 	 	 	2	 	
Common stock, $0.0001 par value	 	8	 	 	 	5	 	
Accumulated other comprehensive income (loss)	 	(262	)	 	 	132	 	
Additional paid-in capital	 	689,953	 	 	 	500,356	 	
Retained earnings	 	80,823	 	 	 	56,880	 	
Total Stockholders’ Equity	$	770,522	 	 	$	557,375	 	
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY	$	979,441	 	 	$	762,812	 	

 
 
GRUBHUB INC.	 	
STATEMENTS OF OPERATIONS	 	
(in thousands, except per share data)	 	
 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended
December 31,	 	 	Year Ended
December 31,	 	
 	 	2014	 	 	2013	 	 	2014	 	 	2013	 	
Revenues	 	$	73,313	 	 	$	49,024	 	 	$	253,873	 	 	$	137,143	 	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sales and marketing	 	 	19,033	 	 	 	12,354	 	 	 	66,201	 	 	 	37,347	 	
Operations and support	 	 	17,766	 	 	 	12,895	 	 	 	62,509	 	 	 	34,173	 	
Technology (exclusive of amortization)	 	 	7,212	 	 	 	5,554	 	 	 	25,185	 	 	 	15,357	 	
General and administrative	 	 	7,220	 	 	 	7,311	 	 	 	32,307	 	 	 	21,907	 	
Depreciation and amortization	 	 	5,809	 	 	 	5,976	 	 	 	22,687	 	 	 	13,470	 	
Total costs and expenses	 	 	57,040	 	 	 	44,090	 	 	 	208,889	 	 	 	122,254	 	
Income before provision for income taxes	 	 	16,273	 	 	 	4,934	 	 	 	44,984	 	 	 	14,889	 	
Provision for income taxes	 	 	5,508	 	 	 	3,320	 	 	 	20,721	 	 	 	8,142	 	
Net income	 	$	10,765	 	 	$	1,614	 	 	$	24,263	 	 	$	6,747	 	
Net income per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.13	 	 	$	0.03	 	 	$	0.33	 	 	$	0.14	 	
Diluted	 	$	0.13	 	 	$	0.02	 	 	$	0.30	 	 	$	0.12	 	
Weighted average shares used to compute net income per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	81,605	 	 	 	54,915	 	 	 	73,571	 	 	 	40,681	 	
Diluted	 	 	84,311	 	 	 	76,751	 	 	 	81,698	 	 	 	56,645	 	

 

 

 

 

 

GRUBHUB INC.	 	
CONSOLIDATED STATEMENTS OF CASH FLOWS	 	
(in thousands)	 	
 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
 	 	2014	 	 	2013	 	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	
Net income	 	$	24,263	 	 	$	6,747	 	
Adjustments to reconcile net income to net cash from operating
   activities:	 	 	 	 	 	 	 	 	
Depreciation	 	 	5,032	 	 	 	3,992	 	
Provision for doubtful accounts	 	 	426	 	 	 	473	 	
Loss on disposal of fixed assets	 	 	11	 	 	 	—	 	
Deferred taxes	 	 	4,612	 	 	 	1,706	 	
Intangible asset amortization	 	 	17,655	 	 	 	9,477	 	
Tenant allowance amortization	 	 	(159	)	 	 	(159	)	
Stock-based compensation	 	 	9,393	 	 	 	4,933	 	
Deferred rent	 	 	(17	)	 	 	(135	)	
Investment premium amortization	 	 	315	 	 	 	—	 	
Change in assets and liabilities, net of the effects of business
   acquisitions:	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(7,394	)	 	 	(8,298	)	
Prepaid expenses and other assets	 	 	(1,669	)	 	 	(2,388	)	
Restaurant food liability	 	 	13,414	 	 	 	26,549	 	
Accounts payable	 	 	(259	)	 	 	2,065	 	
Accrued payroll	 	 	4,243	 	 	 	(1,707	)	
Other accruals	 	 	3,038	 	 	 	(2,192	)	
Due to related party	 	 	—	 	 	 	(244	)	
Net cash provided by operating activities	 	 	72,904	 	 	 	40,819	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 	 	 	 	 	 	 	
Purchases of investments	 	 	(113,156	)	 	 	—	 	
Proceeds from maturity of investments	 	 	1,500	 	 	 	—	 	
Capitalized website and development costs	 	 	(3,431	)	 	 	(2,592	)	
Purchases of property and equipment	 	 	(3,653	)	 	 	(4,429	)	
Cash acquired in merger of GrubHub Holdings Inc.	 	 	—	 	 	 	13,266	 	
Net cash provided by (used in) investing activities	 	 	(118,740	)	 	 	6,245	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	
Net proceeds from the issuance of common stock	 	 	142,541	 	 	 	—	 	
Repurchases of common stock	 	 	(116	)	 	 	(1,367	)	
Proceeds from exercise of stock options	 	 	8,322	 	 	 	1,418	 	
Excess tax benefit related to stock-based compensation	 	 	12,975	 	 	 	—	 	
Taxes paid related to net settlements of stock-based compensation awards	 	 	(2,070	)	 	 	—	 	
Preferred stock tax distributions	 	 	(320	)	 	 	(1,893	)	
Net cash provided by (used in) financing activities	 	 	161,332	 	 	 	(1,842	)	
Net change in cash and cash equivalents	 	 	115,496	 	 	 	45,222	 	
Effect of exchange rates on cash	 	 	(242	)	 	 	159	 	
Cash and cash equivalents at beginning of year	 	 	86,542	 	 	 	41,161	 	
Cash and cash equivalents at end of the period	 	$	201,796	 	 	$	86,542	 	
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS	 	 	 	 	 	 	 	 	
Fair value of common and preferred stock issued in
   acquisition of GrubHub Holdings Inc.	 	$	—	 	 	$	421,485	 	
Cash paid for income taxes	 	 	1,326	 	 	 	7,706	 	

 
NON-GAAP ADJUSTED EBITDA RECONCILATION – PRO FORMA
 
 	Three Months Ended
December 31,	 	 	Year Ended
December 31,	 	
 	2014	 	 	2013
Pro Forma	 	 	2014	 	 	2013
Pro Forma	 	
 	(in thousands)	 	
Net income	$	10,765	 	 	$	2,236	 	 	$	24,263	 	 	$	4,347	 	
Income taxes	 	5,508	 	 	 	2,698	 	 	 	20,721	 	 	 	5,246	 	
Depreciation and amortization	 	5,809	 	 	 	5,976	 	 	 	22,687	 	 	 	15,006	 	
EBITDA	 	22,082	 	 	 	10,910	 	 	 	67,671	 	 	 	24,599	 	
Merger, acquisition and restructuring costs	 	477	 	 	 	175	 	 	 	1,639	 	 	 	9,306	 	
Stock-based compensation	 	2,412	 	 	 	1,909	 	 	 	9,393	 	 	 	5,824	 	
Adjusted EBITDA	$	24,971	 	 	$	12,994	 	 	$	78,703	 	 	$	39,729