GRUBHUB INC., 10-Q filed on 11/12/2015
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2015
Nov. 6, 2015
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Sep. 30, 2015 
 
Document Fiscal Year Focus
2015 
 
Document Fiscal Period Focus
Q3 
 
Trading Symbol
GRUB 
 
Entity Registrant Name
GRUBHUB INC. 
 
Entity Central Index Key
0001594109 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
84,925,708 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
CURRENT ASSETS:
 
 
Cash and cash equivalents
$ 153,028 
$ 201,796 
Short term investments
142,081 
111,341 
Accounts receivable, less allowances for doubtful accounts
44,337 
36,127 
Deferred taxes, current
339 
825 
Prepaid expenses
4,628 
2,940 
Total current assets
344,413 
353,029 
PROPERTY AND EQUIPMENT:
 
 
Property and equipment, net of depreciation and amortization
16,819 
16,003 
OTHER ASSETS:
 
 
Other assets
3,539 
3,543 
Goodwill
387,566 
352,788 
Acquired intangible assets, net of amortization
280,148 
254,339 
Total other assets
671,253 
610,670 
TOTAL ASSETS
1,032,485 
979,702 
CURRENT LIABILITIES:
 
 
Restaurant food liability
62,053 
91,575 
Accounts payable
3,514 
3,371 
Accrued payroll
4,691 
5,958 
Taxes payable
306 
1,660 
Other accruals
11,704 
8,441 
Total current liabilities
82,268 
111,005 
LONG TERM LIABILITIES:
 
 
Deferred taxes, non-current
88,965 
92,244 
Other accruals
5,738 
5,931 
Total long term liabilities
94,703 
98,175 
Commitments and contingencies
   
   
STOCKHOLDERS’ EQUITY:
 
 
Common stock, $0.0001 par value. Authorized: 500,000,000 shares at September 30, 2015 and December 31, 2014; issued and outstanding: 84,766,595 and 81,905,325 shares as of September 30, 2015 and December 31, 2014, respectively
Accumulated other comprehensive loss
(425)
(262)
Additional paid-in capital
748,318 
689,953 
Retained earnings
107,613 
80,823 
Total Stockholders’ Equity
855,514 
770,522 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 1,032,485 
$ 979,702 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2015
Dec. 31, 2014
Statement Of Financial Position [Abstract]
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
500,000,000 
500,000,000 
Common stock, shares issued
84,766,595 
81,905,325 
Common stock, shares outstanding
84,766,595 
81,905,325 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Statement [Abstract]
 
 
 
 
Revenues
$ 85,662 
$ 61,941 
$ 261,866 
$ 180,560 
Costs and expenses:
 
 
 
 
Sales and marketing
21,443 
14,883 
66,229 
47,168 
Operations and support
27,637 
14,902 
74,941 
44,743 
Technology (exclusive of amortization)
8,412 
6,560 
23,980 
17,973 
General and administrative
10,203 
8,143 
29,049 
25,087 
Depreciation and amortization
6,299 
5,748 
21,377 
16,878 
Total costs and expenses
73,994 
50,236 
215,576 
151,849 
Income before provision for income taxes
11,668 
11,705 
46,290 
28,711 
Provision for income taxes
4,801 
5,252 
19,501 
15,213 
Net income
6,867 
6,453 
26,789 
13,498 
Preferred stock tax distributions
 
 
 
(320)
Net income attributable to common stockholders
$ 6,867 
$ 6,453 
$ 26,789 
$ 13,178 
Net income per share attributable to common stockholders:
 
 
 
 
Basic
$ 0.08 
$ 0.08 
$ 0.32 
$ 0.19 
Diluted
$ 0.08 
$ 0.08 
$ 0.31 
$ 0.17 
Weighted-average shares used to compute net income per share attributable to common stockholders:
 
 
 
 
Basic
84,583 
79,426 
83,827 
70,893 
Diluted
85,867 
82,771 
85,599 
80,826 
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Statement Of Income And Comprehensive Income [Abstract]
 
 
 
 
Net income
$ 6,867 
$ 6,453 
$ 26,789 
$ 13,498 
OTHER COMPREHENSIVE LOSS
 
 
 
 
Foreign currency translation adjustments
(266)
(298)
(163)
(114)
COMPREHENSIVE INCOME
$ 6,601 
$ 6,155 
$ 26,626 
$ 13,384 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
Net income
$ 26,789 
$ 13,498 
Adjustments to reconcile net income to net cash from operating activities:
 
 
Depreciation
3,846 
3,708 
Provision for doubtful accounts
565 
232 
Loss on disposal of fixed assets
 
11 
Deferred taxes
(2,793)
8,211 
Intangible asset amortization
17,531 
13,170 
Tenant allowance amortization
(119)
(119)
Stock-based compensation
9,378 
6,981 
Deferred rent
(73)
16 
Investment premium amortization
672 
 
Change in assets and liabilities, net of the effects of business acquisitions:
 
 
Accounts receivable
(6,912)
(13,618)
Prepaid expenses and other assets
(1,456)
(1,773)
Restaurant food liability
(31,444)
13,474 
Accounts payable
(633)
(1,348)
Accrued payroll
(2,150)
2,563 
Other accruals
389 
2,252 
Net cash provided by operating activities
13,590 
47,258 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Purchases of investments
(154,268)
(65,736)
Proceeds from maturity of investments
122,856 
 
Capitalized website and development costs
(4,961)
(2,396)
Purchases of property and equipment
(2,866)
(3,189)
Acquisitions of businesses, net of cash acquired
(55,687)
 
Net cash used in investing activities
(94,926)
(71,321)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Net proceeds from the issuance of common stock
 
142,936 
Repurchases of common stock
 
(116)
Proceeds from exercise of stock options
10,689 
4,656 
Excess tax benefit related to stock-based compensation
21,987 
4,569 
Taxes paid related to net settlement of stock-based compensation awards
 
(2,070)
Preferred stock tax distributions
 
(320)
Net cash provided by financing activities
32,676 
149,655 
Net change in cash and cash equivalents
(48,660)
125,592 
Effect of exchange rates on cash
(108)
(114)
Cash and cash equivalents at beginning of year
201,796 
86,542 
Cash and cash equivalents at end of the period
153,028 
212,020 
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS
 
 
Fair value of common stock issued for acquisitions
15,980 
 
Cash paid for income taxes
 
1,324 
Capitalized property, equipment and website and development costs in accounts payable at period end
414 
 
Cashless exercise of stock options
 
1,053 
Settlement of receivable through cashless acquisition of treasury shares in connection with the cashless exercise of stock options
 
$ (3,123)
Organization
Organization

1. Organization

GrubHub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the “Company”) provide an online and mobile platform for restaurant pick-up and delivery orders. 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 at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations.

Significant Accounting Policies
Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

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 accompany notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 5, 2015 (the “2014 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.

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. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates.

There have been no material changes to the Company’s significant accounting policies described in the 2014 Form 10-K.

Recently Issued Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”), which eliminates the requirement to account for adjustments identified during the measurement-period in a business combination retrospectively. Instead, the acquirer must recognize measurement-period adjustments during the period in which they are identified, including the effect on earnings of any amounts that would have been recorded in previous periods had the purchase accounting been completed at the acquisition date. ASU 2015-16 will be effective for the Company in the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-16 is expected to eliminate costs related to retrospective application of any measurement-period adjustments that may be identified, but otherwise is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.     

In April 2015, the FASB issued Accounting Standards Update 2015-05, “Intangibles -Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”), which provides guidance on accounting for fees paid in a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement includes a software license, the software license element should be accounted for consistent with the purchase of other software licenses. If the cloud computing arrangement does not include a software license, it should be accounted for as a service contract. ASU 2015-05 will be effective for the Company in the first quarter of 2016 and may be applied either prospectively or retrospectively. The Company has elected to apply ASU 2015-05 prospectively, however, its adoption is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB issued Accounting Standards Update 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 will be effective for the Company in the first quarter of 2018. Management is currently evaluating the impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial position, results of operations or cash flows. The Company currently anticipates applying the modified retrospective approach when adopting the standard.

Acquisitions
Acquisitions

3. Acquisitions

On February 4, 2015, the Company acquired assets of DiningIn.com, Inc. and certain of its affiliates (collectively, “DiningIn”), and, on February 27, 2015, the Company acquired the membership units of Restaurants on the Run, LLC (“Restaurants on the Run”). Aggregate consideration for the two acquisitions was approximately $55.7 million in cash and 407,812 restricted shares of the Company’s common stock, or an estimated total transaction value of approximately $71.7 million based on the Company’s closing share price on the respective closing dates, net of cash acquired of $0.7 million. DiningIn and Restaurants on the Run provide delivery options for individual diners, group orders and corporate catering. The acquisitions will expand and enhance the Company’s service offerings for its customers, particularly in the delivery space.

The excess of the consideration transferred in the acquisitions over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill, which represents the opportunity to expand restaurant delivery services and enhance the breadth and depth of the Company’s restaurant networks. The goodwill related to these acquisitions of $34.8 million is expected to be deductible for income tax purposes.

During the three and nine months ended September 30, 2015, the Company incurred certain expenses directly and indirectly related to acquisitions of $0.1 million and $0.8 million, respectively, which were recognized in general and administrative expenses within the condensed consolidated statements of operations.

The assets acquired and liabilities assumed of DiningIn and Restaurants on the Run were recorded at their estimated fair values as of the closing dates of February 4, 2015 and February 27, 2015, respectively. The following table summarizes the final purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the acquisitions:

 

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

$

698

 

Accounts receivable

 

 

 

1,978

 

Prepaid expenses and other assets

 

 

 

266

 

Customer and vendor relationships

 

 

 

35,604

 

Property and equipment

 

 

 

161

 

Developed technology

 

 

 

3,295

 

Goodwill

 

 

 

34,778

 

Trademarks

 

 

 

372

 

Accounts payable and accrued expenses

 

 

 

(4,787

)

Total purchase price plus cash acquired

 

 

 

72,365

 

Cash acquired

 

 

 

(698

)

Fair value of common stock issued

 

 

 

(15,980

)

Net cash paid

 

 

$

55,687

 

 

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 customer (restaurant) relationships, developed technology and trademarks. The fair value of the trademarks was measured based on the relief from royalty method. The cost approach, specifically the cost to recreate method, was used to value the developed technology. The income approach, specifically the multi-period excess earnings method, was used to value the customer (restaurant) relationships. 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 results of operations of DiningIn and Restaurants on the Run have been included in the Company’s financial statements since February 4, 2015 and February 27, 2015, respectively. The total amount of revenues and net loss from the acquisitions included in the Company’s operating results since the respective acquisition dates through September 30, 2015 were $16.5 million and $0.8 million, respectively.

The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

(in thousands)

 

 

(in thousands)

 

Revenues

$

85,662

 

 

$

68,048

 

 

$

265,627

 

 

$

199,538

 

Net income

 

7,160

 

 

 

6,230

 

 

 

27,930

 

 

 

13,014

 

 

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 periods presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition.

Marketable Securities
Marketable Securities

4. Marketable Securities

The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

18,948

 

 

$

 

 

$

(3

)

 

$

18,945

 

Corporate bonds

 

 

 

 

 

 

 

 

 

 

 

 

Short term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

80,070

 

 

 

 

 

 

(58

)

 

 

80,012

 

Corporate bonds

 

 

62,011

 

 

 

8

 

 

 

(7

)

 

 

62,012

 

Total

 

$

161,029

 

 

$

8

 

 

$

(68

)

 

$

160,969

 

 

 

 

December 31, 2014

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

1,882

 

 

$

1

 

 

$

(1

)

 

$

1,882

 

Short term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

38,081

 

 

 

 

 

 

(26

)

 

 

38,055

 

Corporate bonds

 

 

73,260

 

 

 

2

 

 

 

(64

)

 

 

73,198

 

Total

 

$

113,223

 

 

$

3

 

 

$

(91

)

 

$

113,135

 

 

All of the Company’s marketable securities were classified as held-to-maturity investments and have maturities within one year of September 30, 2015.

The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

 

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

 

$

98,957

 

 

$

(61

)

 

$

 

 

$

 

 

$

98,957

 

 

$

(61

)

Corporate bonds

 

 

32,292

 

 

 

(7

)

 

 

 

 

 

 

 

 

32,292

 

 

 

(7

)

Total

 

$

131,249

 

 

$

(68

)

 

$

 

 

$

 

 

$

131,249

 

 

$

(68

)

 

 

 

December 31, 2014

 

 

 

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

 

$

38,055

 

 

$

(26

)

 

$

 

 

$

 

 

$

38,055

 

 

$

(26

)

Corporate bonds

 

 

64,557

 

 

 

(65

)

 

 

 

 

 

 

 

 

64,557

 

 

 

(65

)

Total

 

$

102,612

 

 

$

(91

)

 

$

 

 

$

 

 

$

102,612

 

 

$

(91

)

 

During the three and nine months ended September 30, 2015 and the three months ended September 30, 2014, the Company did not recognize any other-than-temporary impairment losses related to its marketable securities. The Company did not have any marketable securities prior to July 1, 2014.

The Company’s marketable securities are classified within Level 2 of the fair value hierarchy (see Note 12, Fair Value Measurement, for further details).

Goodwill and Acquired Intangible Assets
Goodwill and Acquired Intangible Assets

5. Goodwill and Acquired Intangible Assets

The components of acquired intangible assets as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Developed technology

 

$

8,438

 

 

$

(5,202

)

 

$

3,236

 

 

$

5,143

 

 

$

(2,392

)

 

$

2,751

 

Customer and vendor relationships, databases

 

 

227,583

 

 

 

(40,571

)

 

 

187,012

 

 

 

191,979

 

 

 

(30,067

)

 

 

161,912

 

Trademarks

 

 

372

 

 

 

(148

)

 

 

224

 

 

 

 

 

 

 

 

 

 

Total amortizable intangible assets

 

 

236,393

 

 

 

(45,921

)

 

 

190,472

 

 

 

197,122

 

 

 

(32,459

)

 

 

164,663

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

326,069

 

 

$

(45,921

)

 

$

280,148

 

 

$

286,798

 

 

$

(32,459

)

 

$

254,339

 

 

Amortization expense for acquired intangible assets was $4.7 million and $3.6 million for the three months ended September 30, 2015 and 2014, respectively, and $13.5 million and $10.6 million for the nine months ended September 30, 2015 and 2014, respectively.

Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 were as follows:

 

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Net Book Value

 

 

 

(in thousands)

 

Balance as of December 31, 2014

 

$

352,788

 

 

$

 

 

$

352,788

 

Acquisitions

 

 

34,778

 

 

 

 

 

 

34,778

 

Balance as of September 30, 2015

 

$

387,566

 

 

$

 

 

$

387,566

 

 

During the nine months ended September 30, 2015, the Company recorded additions to acquired intangible assets of $39.3 million as a result of the acquisitions of DiningIn and Restaurants on the Run. The components of the acquired intangibles assets added during the nine months ended September 30, 2015 were as follows:

 

 

 

Nine Months Ended

September 30, 2015

 

 

Weighted-Average Amortization

Period

 

 

 

 

(in thousands)

 

 

 

(years)

 

Customer and vendor relationships

 

$

35,604

 

 

 

18.4

 

Developed technology

 

 

3,295

 

 

 

1.5

 

Trademarks

 

 

372

 

 

 

1.7

 

Total

 

$

39,271

 

 

 

 

 

 

Estimated future amortization expense of acquired intangible assets as of September 30, 2015 was as follows:

 

 

 

(in thousands)

 

The remainder of 2015

 

$

4,674

 

2016

 

 

16,461

 

2017

 

 

14,193

 

2018

 

 

14,022

 

2019

 

 

12,610

 

Thereafter

 

 

128,512

 

Total

 

$

190,472

 

 

Property and Equipment
Property and Equipment

6. Property and Equipment

The components of the Company’s property and equipment as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

(in thousands)

 

Computer equipment

 

$

11,410

 

 

$

12,114

 

Delivery equipment

 

 

360

 

 

 

 

Furniture and fixtures

 

 

2,022

 

 

 

1,876

 

Developed software

 

 

8,668

 

 

 

12,378

 

Purchased software

 

 

357

 

 

 

2,149

 

Leasehold improvements

 

 

5,949

 

 

 

5,900

 

Property and equipment

 

 

28,766

 

 

 

34,417

 

Accumulated amortization and depreciation

 

 

(11,947

)

 

 

(18,414

)

Property and equipment, net

 

$

16,819

 

 

$

16,003

 

 

The gross carrying amount and accumulated amortization and depreciation of the Company’s property and equipment as of September 30, 2015 have been adjusted for certain fully depreciated developed and purchased software and computer equipment assets that were disposed of with the migration of nearly all of the Seamless consumer diner traffic to a new web and mobile platform during the second quarter of 2015. During the nine months ended September 30, 2015, the Company recorded approximately $1.9 million of accelerated depreciation and amortization expense related to these retired assets.

The Company recorded depreciation and amortization expense for property and equipment other than developed software for the three months ended September 30, 2015 and 2014 of $1.1 million and $1.5 million, respectively, and $4.5 million and $4.2 million for the nine months ended September 30, 2015 and 2014, respectively.

The Company capitalized developed software costs of $2.0 million and $1.3 million for the three months ended September 30, 2015 and 2014, respectively, and $5.5 million and $2.4 million for the nine months ended September 30, 2015 and 2014, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the condensed consolidated statements of operations, for the three months ended September 30, 2015 and 2014 was $0.5 million and $0.7 million, respectively, and $3.4 million and $2.1 million for the nine months ended September 30, 2015 and 2014, respectively.

Commitments and Contingencies
Commitments and Contingencies

7. Commitments and Contingencies

Legal

In August 2011, 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 (the “Court”), Case No. 3:11-cv-1810 (“’1810 action”). In September 2011, Ameranth amended its complaint in the ’1810 action to also accuse Seamless North America, LLC of patent infringement. Ameranth alleged that the GrubHub Holdings Inc. and Seamless North America, LLC ordering systems, products and services infringe claims 12 through 15 of U.S. Patent No. 6,384,850 (“’850 patent”) and claims 11 and 15 of U.S. Patent No. 6,871,325 (“’325 patent”).

In March 2012, Ameranth initiated eight additional actions for infringement of a third, related patent, U.S. Patent No. 8,146,077 (“’077 patent”), in the same forum, including separate actions against GrubHub Holdings Inc., Case No. 3:12-cv-739 (“’739 action”), and Seamless North America, LLC, Case No. 3:12-cv-737 (“’737 action”). In August 2012, the Court severed the claims against GrubHub Holdings Inc. and Seamless North America, LLC in the ’1810 action and consolidated them with the ’739 action and the ’737 action, respectively. Later, the Court consolidated these separate cases against GrubHub Holdings Inc. and Seamless North America, LLC, along with the approximately 40 other cases Ameranth filed in the same district, with the original ’1810 action. In their answers, GrubHub Holdings Inc. and Seamless North America, LLC denied infringement and interposed various defenses, including non-infringement, invalidity, unenforceability and inequitable conduct.

No trial date has been set for this case and the consolidated district court case remains stayed. 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 September 30, 2015, 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 early stage of the dispute 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 matters described above, from time to time, the Company is involved in various other legal proceedings arising from the normal course of business activities.

Indemnification

In connection with the merger of GrubHub and Seamless in August 2013, the Company agreed to indemnify Aramark Holdings 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.

Restructuring

On November 20, 2013, the Company announced plans to close its Sandy, Utah office location in 2014. The Company recorded a restructuring accrual in the condensed consolidated balance sheets for severance and payroll related benefits and other facility closure costs as a result of the restructuring announcement. The amounts recorded represented the service vesting requirements for identified employees who worked for various periods beyond the communication date and related lease termination costs. The facility was closed on November 30, 2014; however, certain employees worked until January 2, 2015. Total restructuring costs incurred were approximately $1.3 million, including expense of $0.5 million related to the termination of the Sandy, Utah office lease agreement. For the three and nine months ended September 30, 2014, restructuring expense of $0.7 million and $1.2 million, respectively, was recognized in general and administrative expenses in the condensed consolidated statements of operations. The Company did not incur any restructuring expense during the three and nine months ended September 30, 2015 and does not expect to incur any additional restructuring expense related to the Sandy, Utah facility closure.

The following table summarizes the Company’s restructuring activity during the nine months ended September 30, 2015:

 

 

 

(in thousands)

 

Restructuring accrual balance at December 31, 2014

 

$

748

 

Restructuring expense

 

 

 

Cash payments

 

 

(748

)

Restructuring accrual balance at September 30, 2015

 

$

 

 

Stock-Based Compensation
Stock-Based Compensation

8. Stock-Based Compensation

In May 2015, the Company’s stockholders approved the GrubHub Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”), pursuant to which the Compensation Committee of the Board of Directors may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based and cash-based awards. On May 20, 2015, the Company filed a registration statement on Form S-8 to register up to 14,256,901 shares of common stock reserved for issuance pursuant to awards granted under the 2015 Plan. Effective May 20, 2015, no further grants will be made under the Company’s 2013 Omnibus Incentive Plan.

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 Options

The Company granted 1,496,861 and 1,838,073 stock options during the nine months ended September 30, 2015 and 2014, 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 volatilities are based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock due to its limited trading history. 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 of the award is estimated using a simplified method. The fair value at grant date prior to the Company’s initial public offering in April 2014 (the “IPO”) was determined considering the performance of the Company at the grant date as well as future growth and profitability expectations by applying market and income approaches. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2015 and 2014 were as follows: 

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

 

2014

 

Weighted-average fair value options granted

 

$

16.48

 

 

$

13.54

 

Average risk-free interest rate

 

 

1.46

%

 

 

1.99

%

Expected stock price volatilities(a)

 

 

47.0

%

 

 

50.4

%

Dividend yield

 

None

 

 

None

 

Expected stock option life (years)

 

 

6.06

 

 

 

6.28

 

 

(a)

There was no active external or internal market for the Company’s common stock prior to the IPO in April 2014. Due to the Company’s limited trading history, the Company estimated expected volatility for the nine months ended September 30, 2015 and 2014 based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock.

 

 

Stock option awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows:

 

 

 

Options

 

 

Weighted-Average

Exercise Price

 

 

Average Intrinsic

Value

(thousands)

 

 

Weighted-Average

Exercise Term

(years)

 

Outstanding at December 31, 2014

 

 

6,180,795

 

 

$

8.49

 

 

$

172,661

 

 

 

7.87

 

Granted

 

 

1,496,861

 

 

 

35.71

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(812,591

)

 

 

15.11

 

 

 

 

 

 

 

 

 

Exercised

 

 

(2,351,842

)

 

 

4.56

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2015

 

 

4,513,223

 

 

 

18.38

 

 

 

46,801

 

 

 

7.97

 

Vested and expected to vest at September 30, 2015

 

 

2,968,849

 

 

 

15.99

 

 

 

35,802

 

 

 

7.71

 

Exercisable at September 30, 2015

 

 

1,341,181

 

 

$

6.86

 

 

$

24,432

 

 

 

6.73

 

 

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 September 30, 2015 and 2014 was $4.6 million and $35.7 million, respectively. The aggregate intrinsic value of awards exercised during the nine months ended September 30, 2015 and 2014 was $82.6 million and $47.3 million, respectively.

The stock options vest over different lengths of time depending upon the grant. Compensation expense is recognized over the vesting period. The Company recorded compensation expense for stock options of $2.3 million for each of the three months ended September 30, 2015 and 2014 and $7.8 million and $7.0 million for the nine months ended September 30, 2015 and 2014, respectively. During the three and nine months ended September 30, 2015, the Company capitalized $0.1 million and $0.3 million, respectively, of stock-based compensation expense as website and software development costs. As of September 30, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $19.6 million and is expected to be recognized over a weighted-average period of 2.91 years.

During the nine months ended September 30, 2015 and 2014, the Company reported excess tax benefits as a decrease in cash flows from operations and an increase in cash flows from financing activities of $22.0 million and $4.6 million, respectively. Excess tax benefits reflect the total of the individual stock option exercise transactions in which the reduction to the Company’s income tax liability is greater than the deferred tax assets that were previously recorded.

Restricted Stock Units and Restricted Stock Awards

Non-vested restricted stock units and restricted stock awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015 were as follows:

 

 

 

Restricted Stock Units

 

 

Restricted Stock Awards

 

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

Outstanding at December 31, 2014

 

 

2,899

 

 

$

31.90

 

 

 

 

 

$

 

Granted

 

 

116,028

 

 

 

35.73

 

 

 

101,616

 

 

 

42.01

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2015

 

 

118,927

 

 

$

35.64

 

 

 

101,616

 

 

$

42.01

 

 

During the three and nine months ended September 30, 2015, compensation expense recognized related to restricted stock awards was $0.6 million and $1.3 million, respectively. During the three and nine months ended September 30, 2015, compensation expense recognized related to restricted stock units was $0.2 million and $0.3 million, respectively. There were no non-vested restricted stock units or restricted stock awards or related expense during the three and nine months ended September 30, 2014. As of September 30, 2015, $2.3 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to 118,927 non-vested restricted stock units with weighted-average grant date fair values of $35.64 is expected to be recognized over a weighted-average period of 2.7 years. As of September 30, 2015, $3.0 million of total unrecognized compensation cost related to 101,616 non-vested restricted stock awards with weighted-average grant date fair values of $42.01 is expected to be recognized over a weighted-average period of 1.4 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.

There were no excess tax benefits related to restricted stock units or restricted stock awards during the nine months ended September 30, 2015 and 2014.

Income Taxes
Income Taxes

9. Income Taxes

 

As of September 30, 2015, the Company is under audit in the United States for the 2013 income tax year. The Company currently expects the Internal Revenue Service audit to be completed in 2015. The Company does not expect that there will be any additional tax liabilities, penalties and/or interest as a result of the audit.

Stockholders' Equity
Stockholders' Equity

10. Stockholders’ Equity

As of September 30, 2015 and December 31, 2014, the Company was authorized to issue two classes of stock: common stock and Series A Preferred Stock.

Common Stock

Each holder of common stock has one vote per share of common stock held on all matters that are submitted for stockholder vote. At September 30, 2015 and December 31, 2014, there were 500,000,000 shares of common stock authorized. At September 30, 2015 and December 31, 2014, there were 84,766,595 and 81,905,325 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of September 30, 2015 or December 31, 2014.

Series A Preferred Stock

The Company was authorized to issue 25,000,000 shares of preferred stock as of September 30, 2015 and December 31, 2014. Upon the closing of the Company’s IPO on April 4, 2014, all shares of the Company’s then-outstanding convertible Series A Preferred Stock automatically converted on a one-for-one basis into an aggregate of 19,284,113 shares of common stock. There were no issued or outstanding shares of preferred stock as of September 30, 2015 or December 31, 2014.

Redeemable Common Stock

The put rights that would have required the Company to repurchase the Company’s then outstanding redeemable common stock at fair value (as defined in the stockholders agreement) determined at the redemption date were terminated and the shares converted on a one-for-one basis into an aggregate of 1,344,236 shares common stock upon the closing of the IPO on April 4, 2014. There were no outstanding shares of redeemable common stock as of September 30, 2015 or December 31, 2014.

The Company’s equity as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows:

 

 

(in thousands)

 

Balance at December 31, 2014

$

770,522

 

Net income

 

26,789

 

Currency translation

 

(163

)

Issuance of common stock, acquisitions

 

15,980

 

Stock-based compensation

 

9,710

 

Tax benefit related to stock-based compensation

 

21,987

 

Stock option exercises, net of withholdings and other

 

10,689

 

Balance at September 30, 2015

$

855,514

 

 

Earnings Per Share Attributable to Common Stockholders
Earnings Per Share Attributable to Common Stockholders

11. Earnings Per Share Attributable to Common Stockholders

Basic earnings per share is computed by dividing net income 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, restricted stock units and restricted stock awards, 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 and restricted stock awards using the treasury stock method and common stock issuable upon conversion of the Series A Preferred Stock. Upon the closing of the IPO, all shares of the Company’s then-outstanding convertible Series A Preferred Stock automatically converted into an aggregate of 19,284,113 shares of common stock.

The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2015 and 2014:

 

 

Three Months Ended September 30, 2015

 

 

 

Three Months Ended September 30, 2014

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

(in thousands, except per share data)

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

6,867

 

 

 

84,583

 

 

$

0.08

 

 

 

$

6,453

 

 

 

79,426

 

 

$

0.08

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

1,267

 

 

 

 

 

 

 

 

 

 

 

3,345

 

 

 

 

 

Restricted stock units and restricted stock awards

 

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

6,867

 

 

 

85,867

 

 

$

0.08

 

 

 

$

6,453

 

 

 

82,771

 

 

$

0.08

 

 

 

Nine Months Ended September 30, 2015

 

 

 

Nine Months Ended September 30, 2014

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

(in thousands, except per share data)

 

Net income

$

26,789

 

 

 

 

 

 

 

 

 

 

 

$

13,498

 

 

 

 

 

 

 

 

 

Preferred stock tax distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

(320

)

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

26,789

 

 

 

83,827

 

 

$

0.32

 

 

 

 

13,178

 

 

 

70,893

 

 

$

0.19

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

320

 

 

 

6,640

 

 

 

 

 

Stock options

 

 

 

 

1,761

 

 

 

 

 

 

 

 

 

 

 

3,293

 

 

 

 

 

Restricted stock units and restricted stock awards

 

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

26,789

 

 

 

85,599

 

 

$

0.31

 

 

 

$

13,498

 

 

 

80,826

 

 

$

0.17

 

 

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 and nine months ended September 30, 2015 and 2014 were as follows:

 

 

 

 

Three Months Ended September 30,

 

 

 

Nine Months Ended September 30,

 

 

 

 

2015

 

 

2014

 

 

 

2015

 

 

2014

 

Anti-dilutive shares underlying stock-based awards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

1,725,267

 

 

 

233,983

 

 

 

 

1,517,215

 

 

 

233,983

 

Restricted stock awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

 

 

88,063

 

 

 

 

 

 

 

 

 

 

 

 

There were no outstanding restricted stock units or restricted stock awards during the three and nine months ended September 30, 2014.

Fair Value Measurement
Fair Value Measurement

12. Fair Value Measurement

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

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

 

Level 1

Quoted prices in active markets for identical assets or liabilities.

 

Level 2

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

 

Level 3

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

The Company applied the following methods and assumptions in estimating its fair value measurements: the Company’s commercial paper, investments in corporate bonds 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. Accounts receivable and accounts payable approximate fair value due to their generally short-term maturities.

The following table presents the balances of assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Money market funds

 

$

 

 

$

4,063

 

 

$

 

 

$

 

 

$

1,386

 

 

$

 

Commercial paper

 

 

 

 

 

98,957

 

 

 

 

 

 

 

 

 

38,055

 

 

 

 

Corporate bonds

 

 

 

 

 

62,012

 

 

 

 

 

 

 

 

 

75,080

 

 

 

 

Total

 

$

 

 

$

165,032

 

 

$

 

 

$

 

 

$

114,521

 

 

$

 

 

In addition to assets and liabilities that are recorded at fair value on a recurring basis, 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.

Significant Accounting Policies (Policies)

Basis of Presentation

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 accompany notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 5, 2015 (the “2014 Form 10-K”). All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.

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. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets, stock-based compensation and income taxes. Actual results could differ from these estimates.

There have been no material changes to the Company’s significant accounting policies described in the 2014 Form 10-K.

Recently Issued Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”), which eliminates the requirement to account for adjustments identified during the measurement-period in a business combination retrospectively. Instead, the acquirer must recognize measurement-period adjustments during the period in which they are identified, including the effect on earnings of any amounts that would have been recorded in previous periods had the purchase accounting been completed at the acquisition date. ASU 2015-16 will be effective for the Company in the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-16 is expected to eliminate costs related to retrospective application of any measurement-period adjustments that may be identified, but otherwise is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.     

In April 2015, the FASB issued Accounting Standards Update 2015-05, “Intangibles -Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”), which provides guidance on accounting for fees paid in a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement includes a software license, the software license element should be accounted for consistent with the purchase of other software licenses. If the cloud computing arrangement does not include a software license, it should be accounted for as a service contract. ASU 2015-05 will be effective for the Company in the first quarter of 2016 and may be applied either prospectively or retrospectively. The Company has elected to apply ASU 2015-05 prospectively, however, its adoption is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB issued Accounting Standards Update 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 will be effective for the Company in the first quarter of 2018. Management is currently evaluating the impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial position, results of operations or cash flows. The Company currently anticipates applying the modified retrospective approach when adopting the standard.

Acquisitions (Tables)

The assets acquired and liabilities assumed of DiningIn and Restaurants on the Run were recorded at their estimated fair values as of the closing dates of February 4, 2015 and February 27, 2015, respectively. The following table summarizes the final purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the acquisitions:

 

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

$

698

 

Accounts receivable

 

 

 

1,978

 

Prepaid expenses and other assets

 

 

 

266

 

Customer and vendor relationships

 

 

 

35,604

 

Property and equipment

 

 

 

161

 

Developed technology

 

 

 

3,295

 

Goodwill

 

 

 

34,778

 

Trademarks

 

 

 

372

 

Accounts payable and accrued expenses

 

 

 

(4,787

)

Total purchase price plus cash acquired

 

 

 

72,365

 

Cash acquired

 

 

 

(698

)

Fair value of common stock issued

 

 

 

(15,980

)

Net cash paid

 

 

$

55,687

 

 

The following unaudited pro forma information presents a summary of the operating results of the Company for the three and nine months ended September 30, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

(in thousands)

 

 

(in thousands)

 

Revenues

$

85,662

 

 

$

68,048

 

 

$

265,627

 

 

$

199,538

 

Net income

 

7,160

 

 

 

6,230

 

 

 

27,930

 

 

 

13,014

 

 

Marketable Securities (Tables)

The amortized cost, unrealized gains and losses and estimated fair value of the Company’s held-to-maturity marketable securities as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

18,948

 

 

$

 

 

$

(3

)

 

$

18,945

 

Corporate bonds

 

 

 

 

 

 

 

 

 

 

 

 

Short term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

80,070

 

 

 

 

 

 

(58

)

 

 

80,012

 

Corporate bonds

 

 

62,011

 

 

 

8

 

 

 

(7

)

 

 

62,012

 

Total

 

$

161,029

 

 

$

8

 

 

$

(68

)

 

$

160,969

 

 

 

 

December 31, 2014

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

 

 

(in thousands)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

1,882

 

 

$

1

 

 

$

(1

)

 

$

1,882

 

Short term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

 

38,081

 

 

 

 

 

 

(26

)

 

 

38,055

 

Corporate bonds

 

 

73,260

 

 

 

2

 

 

 

(64

)

 

 

73,198

 

Total

 

$

113,223

 

 

$

3

 

 

$

(91

)

 

$

113,135

 

 

The gross unrealized losses, estimated fair value and length of time the individual marketable securities were in a continuous loss position for those marketable securities in an unrealized loss position as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

 

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

 

$

98,957

 

 

$

(61

)

 

$

 

 

$

 

 

$

98,957

 

 

$

(61

)

Corporate bonds

 

 

32,292

 

 

 

(7

)

 

 

 

 

 

 

 

 

32,292

 

 

 

(7

)

Total

 

$

131,249

 

 

$

(68

)

 

$

 

 

$

 

 

$

131,249

 

 

$

(68

)

 

 

 

December 31, 2014

 

 

 

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

 

$

38,055

 

 

$

(26

)

 

$

 

 

$

 

 

$

38,055

 

 

$

(26

)

Corporate bonds

 

 

64,557

 

 

 

(65

)

 

 

 

 

 

 

 

 

64,557

 

 

 

(65

)

Total

 

$

102,612

 

 

$

(91

)

 

$

 

 

$

 

 

$

102,612

 

 

$

(91

)

 

Goodwill and Acquired Intangible Assets (Tables)

The components of acquired intangible assets as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Developed technology

 

$

8,438

 

 

$

(5,202

)

 

$

3,236

 

 

$

5,143

 

 

$

(2,392

)

 

$

2,751

 

Customer and vendor relationships, databases

 

 

227,583

 

 

 

(40,571

)

 

 

187,012

 

 

 

191,979

 

 

 

(30,067

)

 

 

161,912

 

Trademarks

 

 

372

 

 

 

(148

)

 

 

224

 

 

 

 

 

 

 

 

 

 

Total amortizable intangible assets

 

 

236,393

 

 

 

(45,921

)

 

 

190,472

 

 

 

197,122

 

 

 

(32,459

)

 

 

164,663

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

326,069

 

 

$

(45,921

)

 

$

280,148

 

 

$

286,798

 

 

$

(32,459

)

 

$

254,339

 

 

The components of the acquired intangibles assets added during the nine months ended September 30, 2015 were as follows:

 

 

Nine Months Ended

September 30, 2015

 

 

Weighted-Average Amortization

Period

 

 

 

 

(in thousands)

 

 

 

(years)

 

Customer and vendor relationships

 

$

35,604

 

 

 

18.4

 

Developed technology

 

 

3,295

 

 

 

1.5

 

Trademarks

 

 

372

 

 

 

1.7

 

Total

 

$

39,271

 

 

 

 

 

 

The components of acquired intangible assets as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Developed technology

 

$

8,438

 

 

$

(5,202

)

 

$

3,236

 

 

$

5,143

 

 

$

(2,392

)

 

$

2,751

 

Customer and vendor relationships, databases

 

 

227,583

 

 

 

(40,571

)

 

 

187,012

 

 

 

191,979

 

 

 

(30,067

)

 

 

161,912

 

Trademarks

 

 

372

 

 

 

(148

)

 

 

224

 

 

 

 

 

 

 

 

 

 

Total amortizable intangible assets

 

 

236,393

 

 

 

(45,921

)

 

 

190,472

 

 

 

197,122

 

 

 

(32,459

)

 

 

164,663

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

326,069

 

 

$

(45,921

)

 

$

280,148

 

 

$

286,798

 

 

$

(32,459

)

 

$

254,339

 

 

The components of the acquired intangibles assets added during the nine months ended September 30, 2015 were as follows:

 

 

Nine Months Ended

September 30, 2015

 

 

Weighted-Average Amortization

Period

 

 

 

 

(in thousands)

 

 

 

(years)

 

Customer and vendor relationships

 

$

35,604

 

 

 

18.4

 

Developed technology

 

 

3,295

 

 

 

1.5

 

Trademarks

 

 

372

 

 

 

1.7

 

Total

 

$

39,271

 

 

 

 

 

 

Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 were as follows:

 

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Net Book Value

 

 

 

(in thousands)

 

Balance as of December 31, 2014

 

$

352,788

 

 

$

 

 

$

352,788

 

Acquisitions

 

 

34,778

 

 

 

 

 

 

34,778

 

Balance as of September 30, 2015

 

$

387,566

 

 

$

 

 

$

387,566

 

 

Estimated future amortization expense of acquired intangible assets as of September 30, 2015 was as follows:

 

 

 

(in thousands)

 

The remainder of 2015

 

$

4,674

 

2016

 

 

16,461

 

2017

 

 

14,193

 

2018

 

 

14,022

 

2019

 

 

12,610

 

Thereafter

 

 

128,512

 

Total

 

$

190,472

 

 

Property and Equipment (Tables)
Components of Property and Equipment

The components of the Company’s property and equipment as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

(in thousands)

 

Computer equipment

 

$

11,410

 

 

$

12,114

 

Delivery equipment

 

 

360

 

 

 

 

Furniture and fixtures

 

 

2,022

 

 

 

1,876

 

Developed software

 

 

8,668

 

 

 

12,378

 

Purchased software

 

 

357

 

 

 

2,149

 

Leasehold improvements

 

 

5,949

 

 

 

5,900

 

Property and equipment

 

 

28,766

 

 

 

34,417

 

Accumulated amortization and depreciation

 

 

(11,947

)

 

 

(18,414

)

Property and equipment, net

 

$

16,819

 

 

$

16,003

 

 

Commitments and Contingencies (Tables)
Summary of Restructuring Activity

The following table summarizes the Company’s restructuring activity during the nine months ended September 30, 2015:

 

 

 

(in thousands)

 

Restructuring accrual balance at December 31, 2014

 

$

748

 

Restructuring expense

 

 

 

Cash payments

 

 

(748

)

Restructuring accrual balance at September 30, 2015

 

$

 

 

Stock-Based Compensation (Tables)

The assumptions used to determine the fair value of the stock options granted during the nine months ended September 30, 2015 and 2014 were as follows: 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

 

2014

 

Weighted-average fair value options granted

 

$

16.48

 

 

$

13.54

 

Average risk-free interest rate

 

 

1.46

%

 

 

1.99

%

Expected stock price volatilities(a)

 

 

47.0

%

 

 

50.4

%

Dividend yield

 

None

 

 

None

 

Expected stock option life (years)

 

 

6.06

 

 

 

6.28

 

 

(a)

There was no active external or internal market for the Company’s common stock prior to the IPO in April 2014. Due to the Company’s limited trading history, the Company estimated expected volatility for the nine months ended September 30, 2015 and 2014 based on a combination of the historical and implied volatilities of comparable publicly-traded companies and the historical volatility of the Company’s own common stock.

 

Stock option awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows:

 

 

 

Options

 

 

Weighted-Average

Exercise Price

 

 

Average Intrinsic

Value

(thousands)

 

 

Weighted-Average

Exercise Term

(years)

 

Outstanding at December 31, 2014

 

 

6,180,795

 

 

$

8.49

 

 

$

172,661

 

 

 

7.87

 

Granted

 

 

1,496,861

 

 

 

35.71

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(812,591

)

 

 

15.11

 

 

 

 

 

 

 

 

 

Exercised

 

 

(2,351,842

)

 

 

4.56

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2015

 

 

4,513,223

 

 

 

18.38

 

 

 

46,801

 

 

 

7.97

 

Vested and expected to vest at September 30, 2015

 

 

2,968,849

 

 

 

15.99

 

 

 

35,802

 

 

 

7.71

 

Exercisable at September 30, 2015

 

 

1,341,181

 

 

$

6.86

 

 

$

24,432

 

 

 

6.73

 

 

Non-vested restricted stock units and restricted stock awards as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015 were as follows:

 

 

 

Restricted Stock Units

 

 

Restricted Stock Awards

 

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

 

Shares

 

 

Weighted-Average

Grant Date Fair

Value

 

Outstanding at December 31, 2014

 

 

2,899

 

 

$

31.90

 

 

 

 

 

$

 

Granted

 

 

116,028

 

 

 

35.73

 

 

 

101,616

 

 

 

42.01

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2015

 

 

118,927

 

 

$

35.64

 

 

 

101,616

 

 

$

42.01

 

 

Stockholders' Equity (Tables)
Equity and Changes in Equity During Period

The Company’s equity as of December 31, 2014 and September 30, 2015, and changes during the nine months ended September 30, 2015, were as follows:

 

 

(in thousands)

 

Balance at December 31, 2014

$

770,522

 

Net income

 

26,789

 

Currency translation

 

(163

)

Issuance of common stock, acquisitions

 

15,980

 

Stock-based compensation

 

9,710

 

Tax benefit related to stock-based compensation

 

21,987

 

Stock option exercises, net of withholdings and other

 

10,689

 

Balance at September 30, 2015

$

855,514

 

 

Earnings Per Share Attributable to Common Stockholders (Tables)

The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2015 and 2014:

 

 

Three Months Ended September 30, 2015

 

 

 

Three Months Ended September 30, 2014

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

(in thousands, except per share data)

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

6,867

 

 

 

84,583

 

 

$

0.08

 

 

 

$

6,453

 

 

 

79,426

 

 

$

0.08

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

1,267

 

 

 

 

 

 

 

 

 

 

 

3,345

 

 

 

 

 

Restricted stock units and restricted stock awards

 

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

6,867

 

 

 

85,867

 

 

$

0.08

 

 

 

$

6,453

 

 

 

82,771

 

 

$

0.08

 

 

 

Nine Months Ended September 30, 2015

 

 

 

Nine Months Ended September 30, 2014

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

(in thousands, except per share data)

 

Net income

$

26,789

 

 

 

 

 

 

 

 

 

 

 

$

13,498

 

 

 

 

 

 

 

 

 

Preferred stock tax distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

(320

)

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

26,789

 

 

 

83,827

 

 

$

0.32

 

 

 

 

13,178

 

 

 

70,893

 

 

$

0.19

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

320

 

 

 

6,640

 

 

 

 

 

Stock options

 

 

 

 

1,761

 

 

 

 

 

 

 

 

 

 

 

3,293

 

 

 

 

 

Restricted stock units and restricted stock awards

 

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

26,789

 

 

 

85,599

 

 

$

0.31

 

 

 

$

13,498

 

 

 

80,826

 

 

$

0.17

 

 

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 and nine months ended September 30, 2015 and 2014 were as follows:

 

 

 

 

Three Months Ended September 30,

 

 

 

Nine Months Ended September 30,

 

 

 

 

2015

 

 

2014

 

 

 

2015

 

 

2014

 

Anti-dilutive shares underlying stock-based awards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

1,725,267

 

 

 

233,983

 

 

 

 

1,517,215

 

 

 

233,983

 

Restricted stock awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

 

 

88,063

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurement (Tables)
Schedule of Fair Value Assets Measured on Recurring Basis

The following table presents the balances of assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014:

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Money market funds

 

$

 

 

$

4,063

 

 

$

 

 

$

 

 

$

1,386

 

 

$

 

Commercial paper

 

 

 

 

 

98,957

 

 

 

 

 

 

 

 

 

38,055

 

 

 

 

Corporate bonds

 

 

 

 

 

62,012

 

 

 

 

 

 

 

 

 

75,080

 

 

 

 

Total

 

$

 

 

$

165,032

 

 

$

 

 

$

 

 

$

114,521

 

 

$

 

 

Acquisitions - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 8 Months Ended 0 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 30, 2015
General and administrative expenses
Sep. 30, 2015
General and administrative expenses
Feb. 4, 2015
DiningIn
Feb. 27, 2015
Restaurants on the Run, Inc
Feb. 27, 2015
Dining In And Restaurants On Run
Sep. 30, 2015
Dining In And Restaurants On Run
Feb. 27, 2015
Common stock
Dining In And Restaurants On Run
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition date
 
 
 
 
 
 
 
Feb. 04, 2015 
Feb. 27, 2015 
 
 
 
Business acquisition, payment costs
 
 
$ 55,687,000 
 
 
 
 
 
 
$ 55,687,000 
 
 
Business acquisitions, share issued
 
 
 
 
 
 
 
 
 
 
 
407,812 
Business acquisition, transaction value
 
 
 
 
 
 
 
 
 
71,700,000 
 
 
Cash acquired in business acquisition
 
 
 
 
 
 
 
 
 
698,000 
 
 
Goodwill related to acquisition
387,566,000 
 
387,566,000 
 
352,788,000 
 
 
 
 
34,778,000 
 
 
Direct and indirect expense incurred related to acquisitions
 
 
 
 
 
100,000 
800,000 
 
 
 
 
 
Revenues
85,662,000 
61,941,000 
261,866,000 
180,560,000 
 
 
 
 
 
 
16,500,000 
 
Net income (loss)
$ 6,867,000 
$ 6,453,000 
$ 26,789,000 
$ 13,498,000 
 
 
 
 
 
 
$ (800,000)
 
Schedule of Acquisition-Date Fair Value of Assets and Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 0 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Feb. 27, 2015
Dining In And Restaurants On Run
Sep. 30, 2015
Customer Relationships
Feb. 27, 2015
Customer Relationships
Dining In And Restaurants On Run
Sep. 30, 2015
Developed technology
Feb. 27, 2015
Developed technology
Dining In And Restaurants On Run
Feb. 27, 2015
Trademarks
Dining In And Restaurants On Run
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
$ 698 
 
 
 
 
 
Accounts receivable
 
 
1,978 
 
 
 
 
 
Prepaid expenses and other assets
 
 
266 
 
 
 
 
 
Intangible assets
39,271 
 
 
35,604 
35,604 
3,295 
3,295 
372 
Property and equipment
 
 
161 
 
 
 
 
 
Goodwill
387,566 
352,788 
34,778 
 
 
 
 
 
Accounts payable and accrued expenses
 
 
(4,787)
 
 
 
 
 
Total purchase price plus cash acquired
 
 
72,365 
 
 
 
 
 
Cash acquired
 
 
(698)
 
 
 
 
 
Fair value of common stock issued
(15,980)
 
(15,980)
 
 
 
 
 
Business acquisition, payment costs
$ 55,687 
 
$ 55,687 
 
 
 
 
 
Pro forma Summary of Operation (Detail) (Dining In And Restaurants On Run, USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dining In And Restaurants On Run
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Revenues
$ 85,662 
$ 68,048 
$ 265,627 
$ 199,538 
Net income
$ 7,160 
$ 6,230 
$ 27,930 
$ 13,014 
Summary of Held-to-Maturity Marketable Securities (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Schedule Of Held To Maturity Securities [Line Items]
 
 
Amortized Cost
$ 161,029 
$ 113,223 
Unrealized Gains
Unrealized Losses
(68)
(91)
Estimated Fair Value
160,969 
113,135 
Commercial Paper |
Cash and Cash Equivalents
 
 
Schedule Of Held To Maturity Securities [Line Items]
 
 
Amortized Cost
18,948 
 
Unrealized Losses
(3)
 
Estimated Fair Value
18,945 
 
Commercial Paper |
Short Term Investments
 
 
Schedule Of Held To Maturity Securities [Line Items]
 
 
Amortized Cost
80,070 
38,081 
Unrealized Losses
(58)
(26)
Estimated Fair Value
80,012 
38,055 
Corporate Bonds |
Cash and Cash Equivalents
 
 
Schedule Of Held To Maturity Securities [Line Items]
 
 
Amortized Cost
 
1,882 
Unrealized Gains
 
Unrealized Losses
 
(1)
Estimated Fair Value
 
1,882 
Corporate Bonds |
Short Term Investments
 
 
Schedule Of Held To Maturity Securities [Line Items]
 
 
Amortized Cost
62,011 
73,260 
Unrealized Gains
Unrealized Losses
(7)
(64)
Estimated Fair Value
$ 62,012 
$ 73,198 
Summary of Continuous Unrealized Loss on Marketable Securities (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Schedule Of Held To Maturity Securities [Line Items]
 
 
Estimated Fair Value, Less Than 12 Months
$ 131,249 
$ 102,612 
Unrealized Loss, Less Than 12 Months
(68)
(91)
Estimated Fair Value, 12 Months or Greater
Unrealized Loss, 12 Months or Greater
Estimated Fair Value, Total
131,249 
102,612 
Unrealized Loss, Total
(68)
(91)
Commercial Paper
 
 
Schedule Of Held To Maturity Securities [Line Items]
 
 
Estimated Fair Value, Less Than 12 Months
98,957 
38,055 
Unrealized Loss, Less Than 12 Months
(61)
(26)
Estimated Fair Value, 12 Months or Greater
Unrealized Loss, 12 Months or Greater
Estimated Fair Value, Total
98,957 
38,055 
Unrealized Loss, Total
(61)
(26)
Corporate Bonds
 
 
Schedule Of Held To Maturity Securities [Line Items]
 
 
Estimated Fair Value, Less Than 12 Months
32,292 
64,557 
Unrealized Loss, Less Than 12 Months
(7)
(65)
Estimated Fair Value, 12 Months or Greater
Unrealized Loss, 12 Months or Greater
Estimated Fair Value, Total
32,292 
64,557 
Unrealized Loss, Total
$ (7)
$ (65)
Marketable Securities - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Investments Debt And Equity Securities [Abstract]
 
 
 
Other-than-temporary impairment losses related to marketable securities
$ 0 
$ 0 
$ 0 
Components of Acquired Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
 
 
Amortizable intangible assets, Gross Carrying Amount
$ 236,393 
$ 197,122 
Amortizable intangible assets, Accumulated Amortization
(45,921)
(32,459)
Amortizable intangible assets, Net Carrying Value
190,472 
164,663 
Indefinite-lived trademarks
89,676 
89,676 
Total acquired intangible assets, Gross Carrying Amount
326,069 
286,798 
Total acquired intangible assets, Net Carrying Value
280,148 
254,339 
Developed technology
 
 
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
 
 
Amortizable intangible assets, Gross Carrying Amount
8,438 
5,143 
Amortizable intangible assets, Accumulated Amortization
(5,202)
(2,392)
Amortizable intangible assets, Net Carrying Value
3,236 
2,751 
Customer and vendor relationships, databases
 
 
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
 
 
Amortizable intangible assets, Gross Carrying Amount
227,583 
191,979 
Amortizable intangible assets, Accumulated Amortization
(40,571)
(30,067)
Amortizable intangible assets, Net Carrying Value
187,012 
161,912 
Trademarks
 
 
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
 
 
Amortizable intangible assets, Gross Carrying Amount
372 
 
Amortizable intangible assets, Accumulated Amortization
(148)
 
Amortizable intangible assets, Net Carrying Value
$ 224 
 
Goodwill and Acquired Intangible Assets - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Finite Lived Intangible Assets [Line Items]
 
 
 
 
Intangible assets amortization expense
 
 
$ 17,531 
$ 13,170 
Acquired other intangible assets
39,271 
 
39,271 
 
Other Intangible Assets
 
 
 
 
Finite Lived Intangible Assets [Line Items]
 
 
 
 
Intangible assets amortization expense
$ 4,700 
$ 3,600 
$ 13,500 
$ 10,600 
Schedule of Carrying Amount of Goodwill (Detail) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2015
Goodwill And Intangible Assets Disclosure [Abstract]
 
Goodwill, beginning
$ 352,788 
Goodwill, Acquisition of GrubHub Holdings Inc.
34,778 
Goodwill, ending
387,566 
Net book value, beginning
352,788 
Net book value, Acquisition of GrubHub Holdings Inc.
34,778 
Net book value, ending
$ 387,566 
Components of Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2015
Finite Lived Intangible Assets [Line Items]
 
Acquired other intangible assets
$ 39,271 
Customer Relationships
 
Finite Lived Intangible Assets [Line Items]
 
Acquired other intangible assets
35,604 
Weighted Average Amortization Period (years)
18 years 4 months 24 days 
Developed technology
 
Finite Lived Intangible Assets [Line Items]
 
Acquired other intangible assets
3,295 
Weighted Average Amortization Period (years)
1 year 6 months 
Trademarks
 
Finite Lived Intangible Assets [Line Items]
 
Acquired other intangible assets
$ 372 
Weighted Average Amortization Period (years)
1 year 8 months 12 days 
Estimated Future Amortization of Acquired Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
 
 
The remainder of 2015
$ 4,674 
 
2016
16,461 
 
2017
14,193 
 
2018
14,022 
 
2019
12,610 
 
Thereafter
128,512 
 
Amortizable intangible assets, Net Carrying Value
$ 190,472 
$ 164,663 
Components of Property and Equipment (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Property Plant And Equipment [Line Items]
 
 
Property and equipment
$ 28,766 
$ 34,417 
Accumulated amortization and depreciation
(11,947)
(18,414)
Property and equipment, net
16,819 
16,003 
Computer equipment
 
 
Property Plant And Equipment [Line Items]
 
 
Property and equipment
11,410 
12,114 
Delivery equipment
 
 
Property Plant And Equipment [Line Items]
 
 
Property and equipment
360 
 
Furniture and fixtures
 
 
Property Plant And Equipment [Line Items]
 
 
Property and equipment
2,022 
1,876 
Developed software
 
 
Property Plant And Equipment [Line Items]
 
 
Property and equipment
8,668 
12,378 
Purchased software
 
 
Property Plant And Equipment [Line Items]
 
 
Property and equipment
357 
2,149 
Leasehold improvements
 
 
Property Plant And Equipment [Line Items]
 
 
Property and equipment
$ 5,949 
$ 5,900 
Property and Equipment - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Property Plant And Equipment [Line Items]
 
 
 
 
Accelerated depreciation and amortization expense
 
 
$ 1,900,000 
 
Depreciation and amortization
6,299,000 
5,748,000 
21,377,000 
16,878,000 
Capitalized developed software costs
2,000,000 
1,300,000 
5,500,000 
2,400,000 
Property And Equipment Excluding Developed Software
 
 
 
 
Property Plant And Equipment [Line Items]
 
 
 
 
Depreciation and amortization
1,100,000 
1,500,000 
4,500,000 
4,200,000 
Developed software
 
 
 
 
Property Plant And Equipment [Line Items]
 
 
 
 
Depreciation and amortization
$ 500,000 
$ 700,000 
$ 3,400,000 
$ 2,100,000 
Commitments and Contingencies - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended 13 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Dec. 31, 2014
Contract Termination
Sep. 30, 2015
Merger Income Tax Consequences
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
Indemnification related to business combination
 
 
 
 
 
 
$ 15,000,000 
Restructuring expense
$ 0 
$ 700,000 
$ 0 
$ 1,200,000 
$ 1,300,000 
$ 500,000 
 
Summary of Restructuring Activity (Detail) (USD $)
3 Months Ended 9 Months Ended 13 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Restructuring And Related Activities [Abstract]
 
 
 
 
 
Restructuring accrual balance at Beginning of period
 
 
$ 748,000 
 
 
Restructuring expense
700,000 
1,200,000 
1,300,000 
Cash payments
 
 
(748,000)
 
 
Restructuring accrual balance at end of period
 
 
 
 
$ 748,000 
Stock-Based Compensation - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Stock Options
Sep. 30, 2014
Stock Options
Sep. 30, 2015
Stock Options
Sep. 30, 2014
Stock Options
Sep. 30, 2015
Restricted Stock Awards
Sep. 30, 2015
Restricted Stock Awards
Sep. 30, 2014
Restricted Stock Awards
Sep. 30, 2015
Restricted Stock Units
Sep. 30, 2015
Restricted Stock Units
Sep. 30, 2014
Restricted Stock Units
Dec. 31, 2014
Restricted Stock Units
Sep. 30, 2015
Website and Software Development Cost
Sep. 30, 2015
Website and Software Development Cost
May 20, 2015
2015 Long-Term Incentive Plan
May 20, 2015
Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock shares reserved for issuance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,256,901 
 
Options, Granted
 
 
1,496,861 
1,838,073 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate intrinsic value of awards exercised
$ 4,600,000 
$ 35,700,000 
$ 82,600,000 
$ 47,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation
 
 
9,378,000 
6,981,000 
2,300,000 
2,300,000 
7,800,000 
7,000,000 
600,000 
1,300,000 
 
200,000 
300,000 
 
 
 
 
 
 
Stock base compensation capitalized as website and software development cost
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
300,000 
 
 
Unrecognized stock-based compensation expense
19,600,000 
 
19,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized compensation expense recognition period
 
 
 
 
 
 
2 years 10 months 28 days 
 
 
1 year 4 months 24 days 
 
 
2 years 8 months 12 days 
 
 
 
 
 
 
Excess tax benefit related to stock-based compensation, decrease in operating activities
 
 
 
 
 
 
21,987,000 
4,569,000 
 
 
 
 
 
 
 
 
 
 
 
Excess tax benefit related to stock-based compensation
 
 
21,987,000 
4,569,000 
 
 
21,987,000 
4,569,000 
 
 
 
 
 
 
 
 
 
 
 
Non-vested restricted stock units
 
 
 
 
 
 
 
 
101,616 
101,616 
118,927 
118,927 
2,899 
 
 
 
 
Unrecognized compensation expense related to share based awards other than options
 
 
 
 
 
 
 
 
3,000,000 
3,000,000 
 
2,300,000 
2,300,000 
 
 
 
 
 
 
Weighted average grant date fair value
 
 
 
 
 
 
 
 
$ 42.01 
$ 42.01 
 
$ 35.64 
$ 35.64 
 
$ 31.90 
 
 
 
 
Excess tax benefits
 
 
 
 
 
 
 
 
 
$ 0 
$ 0 
 
$ 0 
$ 0 
 
 
 
 
 
Assumptions Used to Determine Fair Value of Stock Options Granted (Detail)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
 
 
Weighted-average fair value options granted
$ 16.48 
$ 13.54 
Average risk-free interest rate
1.46% 
1.99% 
Expected stock price volatilities
47.00% 1
50.40% 1
Dividend yield
0.00% 
0.00% 
Expected stock option life (years)
6 years 22 days 
6 years 3 months 11 days 
Stock Option Activity (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
9 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Options
 
 
 
Options, Beginning Balance
6,180,795 
 
 
Options, Granted
1,496,861 
1,838,073 
 
Options, Forfeited
(812,591)
 
 
Options, Exercised
(2,351,842)
 
 
Options, Ending Balance
4,513,223 
 
6,180,795 
Options, Vested and expected to vest
2,968,849 
 
 
Options, Exercisable
1,341,181 
 
 
Weighted Average Exercise Price
 
 
 
Weighted Average Exercise Price, Beginning Balance
$ 8.49 
 
 
Weighted Average Exercise Price, Granted
$ 35.71 
 
 
Weighted Average Exercise Price, Forfeited
$ 15.11 
 
 
Weighted Average Exercise Price, Exercised
$ 4.56 
 
 
Weighted Average Exercise Price, Ending Balance
$ 18.38 
 
$ 8.49 
Weighted Average Exercise Price, Vested and expected to vest
$ 15.99 
 
 
Weighted Average Exercise Price, Exercisable
$ 6.86 
 
 
Average Intrinsic Value/Weighted Average Exercise Term
 
 
 
Average Intrinsic Value
$ 46,801 
 
$ 172,661 
Average Intrinsic Value, Vested and expected to vest
35,802 
 
 
Average Intrinsic Value, Exercisable
$ 24,432 
 
 
Weighted Average Exercise Term, Outstanding Balance
7 years 11 months 19 days 
 
7 years 10 months 13 days 
Weighted Average Exercise Term, Vested and expected to vest
7 years 8 months 16 days 
 
 
Weighted Average Exercise Term, Exercisable
6 years 8 months 23 days 
 
 
Non-vested Restricted Stock Unit and Restricted Stock Awards (Detail) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Restricted Stock Units
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Shares, Beginning Balance
2,899 
Shares, Granted
116,028 
 
Shares, Ending Balance
118,927 
Weighted Average Grant Date Fair Value, Beginning Balance
$ 31.90 
 
Weighted Average Grant Date Fair Value, Granted
$ 35.73 
 
Weighted Average Grant Date Fair Value, Ending Balance
$ 35.64 
 
Restricted Stock Awards
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Shares, Beginning Balance
 
Shares, Granted
101,616 
 
Shares, Ending Balance
101,616 
Weighted Average Grant Date Fair Value, Granted
$ 42.01 
 
Weighted Average Grant Date Fair Value, Ending Balance
$ 42.01 
 
Income Taxes - Additional Information (Detail) (Internal Revenue Service)
9 Months Ended
Sep. 30, 2015
Internal Revenue Service
 
Income Tax Examination [Line Items]
 
Income tax year under examination
2013 
Income tax examination description
As of September 30, 2015, the Company is under audit in the United States for the 2013 income tax year. The Company currently expects the Internal Revenue Service audit to be completed in 2015. The Company does not expect that there will be any additional tax liabilities, penalties and/or interest as a result of the audit. 
Stockholders' Equity - Additional Information (Detail)
9 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Apr. 4, 2014
Sep. 30, 2015
Redeemable Common Stock
Dec. 31, 2014
Redeemable Common Stock
Sep. 30, 2015
IPO
Apr. 4, 2014
IPO
Common stock
Sep. 30, 2015
IPO
Common stock
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
84,766,595 
81,905,325 
 
 
 
 
 
 
Common stock, shares outstanding
84,766,595 
81,905,325 
 
 
 
 
Treasury stock, shares
 
 
 
 
 
 
Series A Convertible Preferred Stock, shares authorized
25,000,000 
25,000,000 
 
 
 
 
 
 
Series A Convertible Preferred Stock, Conversion Description
 
 
 
 
 
 
 
Upon the closing of the Company’s IPO on April 4, 2014, all shares of the Company’s then-outstanding convertible Series A Preferred Stock automatically converted on a one-for-one basis into an aggregate of 19,284,113 shares of common stock. 
Number of common shares issued upon conversion of preferred stock
 
 
 
 
 
 
 
Number of Series A preferred stock shares converted into common stock
 
 
 
 
 
 
19,284,113 
 
Series A Convertible Preferred Stock, shares issued
 
 
 
 
 
 
Series A Convertible Preferred Stock, shares outstanding
 
 
 
 
 
 
Shares of common stock that would require the Company to repurchase these shares at fair value determined at the redemption date
 
 
1,344,236 
 
 
 
 
 
Redeemable common stock converted, conversion ratio
The put rights that would have required the Company to repurchase the Company’s then outstanding redeemable common stock at fair value (as defined in the stockholders agreement) determined at the redemption date were terminated and the shares converted on a one-for-one basis into an aggregate of 1,344,236 shares common stock upon the closing of the IPO on April 4, 2014. 
 
 
 
 
 
 
 
Initial public offering closing date
 
 
 
 
 
Apr. 04, 2014 
 
 
Equity and Changes in Equity During Period (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Equity [Abstract]
 
 
 
 
Balance at beginning of period
 
 
$ 770,522 
 
Net income
6,867 
6,453 
26,789 
13,498 
Currency translation
(266)
(298)
(163)
(114)
Issuance of common stock, acquisitions
 
 
15,980 
 
Stock-based compensation
 
 
9,710 
 
Tax benefit related to stock-based compensation
 
 
21,987 
 
Stock option exercises, net of withholdings and other
 
 
10,689 
 
Balance at end of period
$ 855,514 
 
$ 855,514 
 
Earnings Per Share Attributable to Common Stockholders - Additional Information (Detail)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2015
Restricted Stock Units
Sep. 30, 2014
Restricted Stock Units
Sep. 30, 2014
Restricted Stock Units
Sep. 30, 2014
Restricted Stock Awards
Sep. 30, 2014
Restricted Stock Awards
Apr. 4, 2014
Common stock
IPO
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
 
 
 
 
 
 
Number of Series A preferred stock shares converted into common stock
 
 
 
 
 
19,284,113 
Antidilutive securities excluded from computation of earnings per share, amount
88,063 
 
Computation of Basic and Diluted Net Income Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
 
 
 
 
Net income
$ 6,867 
$ 6,453 
$ 26,789 
$ 13,498 
Preferred stock tax distributions
 
 
 
(320)
Basic EPS
 
 
 
 
Net income attributable to common stockholders
6,867 
6,453 
26,789 
13,178 
Effect of Dilutive Securities
 
 
 
 
Preferred stock
 
 
 
320 
Diluted EPS
 
 
 
 
Net income attributable to common stockholders
$ 6,867 
$ 6,453 
$ 26,789 
$ 13,498 
Basic EPS, Shares
 
 
 
 
Weighted average number of shares outstanding, basic
84,583 
79,426 
83,827 
70,893 
Effect of Dilutive Securities, shares
 
 
 
 
Preferred stock, shares
 
 
 
6,640 
Diluted EPS, shares
 
 
 
 
Weighted average number of shares outstanding, diluted
85,867 
82,771 
85,599 
80,826 
Basic EPS, per share amount
 
 
 
 
Net income attributable to common stockholders, per share amount
$ 0.08 
$ 0.08 
$ 0.32 
$ 0.19 
Diluted EPS, per share amount
 
 
 
 
Net income attributable to common stockholders plus assumed conversions, per share amount
$ 0.08 
$ 0.08 
$ 0.31 
$ 0.17 
Stock Options
 
 
 
 
Effect of Dilutive Securities, shares
 
 
 
 
Stock options, Restricted stock units and restricted stock awards, shares
1,267 
3,345 
1,761 
3,293 
Restricted Stock Units and Restricted Stock Awards
 
 
 
 
Effect of Dilutive Securities, shares
 
 
 
 
Stock options, Restricted stock units and restricted stock awards, shares
17 
 
11 
 
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Detail)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Stock Options
 
 
 
 
Anti-dilutive shares underlying stock-based awards:
 
 
 
 
Anti-dilutive shares underlying stock-based awards
1,725,267 
233,983 
1,517,215 
233,983 
Restricted Stock Awards
 
 
 
 
Anti-dilutive shares underlying stock-based awards:
 
 
 
 
Anti-dilutive shares underlying stock-based awards
 
 
Restricted Stock Units
 
 
 
 
Anti-dilutive shares underlying stock-based awards:
 
 
 
 
Anti-dilutive shares underlying stock-based awards
88,063 
 
Schedule of Fair Value Assets Measured on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, Level 2, USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Assets, fair value disclosure
$ 165,032 
$ 114,521 
Money Market Funds
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Assets, fair value disclosure
4,063 
1,386 
Commercial Paper
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Assets, fair value disclosure
98,957 
38,055 
Corporate Bonds
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Assets, fair value disclosure
$ 62,012 
$ 75,080