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Just Eat Takeaway.com receives all regulatory approvals required in respect of its proposed acquisition of Grubhub

Grubhub Reports Second Quarter 2020 Results

Grubhub provides $100 million of support to restaurants and delivery partners in the second quarter

CHICAGO, July 30, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30, 2020 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $459 million, which is a 41% year-over-year increase from $325 million in the same period last year. Gross Food Sales grew 59% year over year to $2.3 billion, up from $1.5 billion in the same period last year.

“Our singular focus for the second quarter was to support our restaurant partners as much as possible in their time of need. With a little help from increased demand, we are proud to announce we were able to spend approximately $100 million supporting and keeping restaurants, drivers and diners safe during these difficult times,” said Matt Maloney, Grubhub founder and CEO. “In June, we announced our acquisition by Just Eat Takeaway.com which will create the largest and only profitable online food marketplace outside of China. We are excited to join forces with a team that has demonstrated it can grow this business sustainably on a global basis and who is also focused on capturing a disproportionate share of the profitable growth in the U.S. going forward.”

Second Quarter 2020 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended June 30, 2020, as compared to the same period in 2019.

Second Quarter Financial Highlights

Revenues: $459.3 million, a 41% year-over-year increase from $325.1 million in the second quarter of 2019.
Net Income (Loss): $(45.4) million, or $(0.49) per diluted share, a decrease from $1.3 million, or $0.01 per diluted share, in the second quarter of 2019.
Non-GAAP Adjusted EBITDA: $13.3 million, a 76% year-over-year decrease from $54.7 million in the second quarter of 2019.
Non-GAAP Net Income (Loss): $(15.9) million, or $(0.17) per diluted share, a decrease from $24.9 million, or $0.27 per diluted share, in the second quarter of 2019.

Second Quarter Key Business Metrics Highlights¹

Active Diners: 27.5 million, a 35% year-over-year increase from 20.3 million Active Diners in the second quarter of 2019.
Daily Average Grubs (DAGs): 647,100, a 32% year-over-year increase from 488,900 DAGs in the second quarter of 2019.
Gross Food Sales: $2.3 billion, a 59% year-over-year increase from $1.5 billion in the second quarter of 2019.

“The strong trends we observed in April persisted throughout the quarter with year-over-year DAG growth accelerating each month,” said Adam DeWitt, Grubhub President and CFO. “With that strength continuing in July, it is becoming more clear that the current environment has advanced the secular shift toward online food ordering. We remain confident that focusing on restaurant supply and diner loyalty will enable us to keep growing in a sustainable and profitable manner.”

Guidance
Given Grubhub’s pending acquisition by Just Eat Takeaway.com, it is no longer issuing forward-looking guidance.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as over 27 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with more than 225,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of Forward-Looking Statements
This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain regulatory approvals and meet other closing conditions to the proposed merger on a timely basis or at all, including the risk that regulatory approvals required for the proposed merger are not obtained on a timely basis or at all or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the proposed merger; the ability to obtain approval by Grubhub stockholders and Just Eat Takeaway.com shareholders on the expected schedule or at all; difficulties and delays in integrating Grubhub’s and Just Eat Takeaway.com’s businesses; risks that the proposed merger disrupts Grubhub’s or Just Eat Takeaway.com’s current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub’s and Just Eat Takeaway.com’s control.

These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub’s and Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com’s future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com’s business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

While forward-looking statements are Grubhub’s and Just Eat Takeaway.com’s current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Grubhub’s and Just Eat Takeaway.com’s management’s beliefs and assumptions only as of the date of this communication, unless otherwise indicated, and there is no implication that the information contained in this communication is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Grubhub’s filings with the Securities and Exchange Commission (the “SEC”), including Grubhub’s Annual Report on Form 10-K filed with the SEC on February 28, 2020, Grubhub’s Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhub’s SEC filings are available electronically on Grubhub’s investor website at www.investors.grubhub.com or the SEC’s website at www.sec.gov. For additional information concerning factors that could cause future results to differ from those expressed or implied in the forward-looking statements, please refer to Just Eat Takeaway.com’s non-exhaustive list of key risks and cautionary statements included in Just Eat Takeaway.com’s Annual Report, which is available electronically on Just Eat Takeaway.com’s investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this communication, or to update, supplement or correct the information set forth in this communication or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement will include a preliminary proxy statement of Grubhub/prospectus of Just Eat Takeaway.com which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, Just Eat Takeaway.com will file with the Netherlands Authority for the Financial Markets (“AFM”) and/or the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and/or the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with the proposed merger (the “Prospectus”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub at its website, www.investors.grubhub.com, or from Just Eat Takeaway.com at its website www.justeattakeaway.com. The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its website www.justeattakeaway.com.

Participants in the Solicitation
Grubhub, Just Eat Takeaway.com and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Grubhub’s directors and executive officers is available in Grubhub’s proxy statement dated April 9, 2020 for its 2020 Annual Meeting of Stockholders. To the extent holdings of Grubhub securities by directors or executive officers of Grubhub have changed since the amounts contained in the definitive proxy statement for Grubhub’s 2020 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge from the sources indicated above, and from Grubhub by going to its investor relations page on its corporate website at www.investors.grubhub.com. Information about Just Eat Takeaway.com’s directors and executive officers and a description of their interests are set forth in Just Eat Takeaway.com’s 2019 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com’s website, www.justeattakeaway.com. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Grubhub or Just Eat Takeaway.com using the sources indicated above.

No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

Use of Non-GAAP Financial Measures
Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income (loss) adjusted to exclude merger, acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders exclude merger, acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

See “Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income (loss) to Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders.

¹ Key Business Metrics are defined on pages 28 – 29 of our Annual Report on Form 10-K filed on February 28, 2020.

GRUBHUB INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Revenues	$	459,282	$	325,058	$	822,262	$	648,828
Costs and expenses:
Operations and support		318,867		162,406		533,428		323,756
Sales and marketing		94,004		74,128		184,746		152,582
Technology (exclusive of amortization)		30,228		29,400		61,501		56,650
General and administrative		32,237		25,784		71,186		48,571
Depreciation and amortization		34,557		27,223		67,920		52,312
Total costs and expenses		509,893		318,941		918,781		633,871
Income (loss) from operations		(50,611)		6,117		(96,519)		14,957
Interest expense – net		6,816		5,467		13,196		8,279
Income (loss) before provision for income taxes		(57,427)		650		(109,715)		6,678
Income tax benefit		(12,016)		(602)		(30,877)		(1,464)
Net income (loss) attributable to common stockholders	$	(45,411)	$	1,252	$	(78,838)	$	8,142
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.49)	$	0.01	$	(0.86)	$	0.09
Diluted	$	(0.49)	$	0.01	$	(0.86)	$	0.09
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		92,116		91,177		91,954		91,064
Diluted		92,116		92,786		91,954		92,852

KEY BUSINESS METRICS

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Active Diners (000s)		27,475		20,288		27,475		20,288
Daily Average Grubs		647,100		488,900		581,700		504,900
Gross Food Sales (millions)	$	2,325	$	1,459	$	3,955	$	2,962

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



	June 30, 2020		December 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	484,760	$	375,909
Short-term investments		48,616		49,275
Accounts receivable, less allowances for doubtful accounts		75,726		119,658
Income tax receivable		19,390		3,960
Prepaid expenses and other current assets		18,721		17,515
Total current assets		647,213		566,317
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization		212,772		172,744
OTHER ASSETS:
Other assets		36,836		26,836
Operating lease right-of-use asset		99,058		100,632
Goodwill		1,007,968		1,007,968
Acquired intangible assets, net of amortization		476,309		500,481
Total other assets		1,620,171		1,635,917
TOTAL ASSETS	$	2,480,156	$	2,374,978
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability	$	206,306	$	131,753
Accounts payable		24,508		26,748
Accrued payroll		34,166		19,982
Current operating lease liability		16,642		9,376
Other accruals		124,555		61,504
Total current liabilities		406,177		249,363
LONG-TERM LIABILITIES:
Deferred taxes, non-current		11,607		27,163
Noncurrent operating lease liability		110,193		111,056
Long-term debt		493,475		493,009
Other accruals		4,152		817
Total long-term liabilities		619,427		632,045
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value		9		9
Accumulated other comprehensive loss		(2,330)		(1,628)
Additional paid-in capital		1,204,922		1,164,400
Retained earnings		251,951		330,789
Total Stockholders’ Equity	$	1,454,552	$	1,493,570
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,480,156	$	2,374,978

GRUBHUB INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Six Months Ended June 30,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(78,838)	$	8,142
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		18,820		13,626
Amortization of intangible assets and developed software		49,100		38,686
Stock-based compensation		41,221		36,527
Deferred taxes		(15,556)		298
Other		2,548		3,240
Change in assets and liabilities:
Accounts receivable		43,390		(13,349)
Income taxes receivable		(15,429)		429
Prepaid expenses and other assets		(5,476)		(14,857)
Restaurant food liability		74,612		(3,078)
Accounts payable		547		(10,216)
Accrued payroll		14,190		3,122
Other accruals		61,732		7,219
Net cash provided by operating activities		190,861		69,789
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(56,554)		(25,526)
Proceeds from maturity of investments		57,500		21,636
Capitalized website and development costs		(29,269)		(22,188)
Purchases of property and equipment		(41,800)		(23,140)
Acquisition of other intangible assets		(510)		(8,889)
Acquisitions of businesses, net of cash acquired		—		127
Other cash flows from investing activities		(525)		—
Net cash used in investing activities		(71,158)		(57,980)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt		175,000		500,000
Repayments of borrowings under the credit facility		(175,000)		(342,313)
Taxes paid related to net settlement of stock-based compensation awards		(14,240)		(15,360)
Proceeds from exercise of stock options		3,667		2,930
Payments for debt issuance costs		(259)		(8,954)
Other cash flows from financing activities		(454)		—
Net cash provided by (used in) financing activities		(11,286)		136,303
Net change in cash, cash equivalents, and restricted cash		108,417		148,112
Effect of exchange rates on cash, cash equivalents and restricted cash		(651)		(2)
Cash, cash equivalents, and restricted cash at beginning of year		379,595		215,802
Cash, cash equivalents, and restricted cash at end of the period	$	487,361	$	363,912
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Cash paid for income taxes	$	—	$	567

GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share and per order data)

	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020		2019
Net income (loss)	$	(45,411)	$	1,252		$	(78,838)	$	8,142
Income taxes		(12,016)		(602)			(30,877)		(1,464)
Interest expense – net		6,816		5,467	²		13,196		8,279	²
Depreciation and amortization		34,557		27,223			67,920		52,312
EBITDA		(16,054)		33,340			(28,599)		67,269
Merger, acquisition, restructuring and certain legal costs		8,316		1,341			21,692		1,827
Stock-based compensation		21,036		20,049	³		41,221		36,527	³
Adjusted EBITDA	$	13,298	$	54,730		$	34,314	$	105,623

Net income (loss) per order	$	(0.77)	$	0.03		$	(0.74)	$	0.09
Adjusted EBITDA per order	$	0.23	$	1.23		$	0.32	$	1.16

	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020		2019
Net income (loss)	$	(45,411)	$	1,252		$	(78,838)	$	8,142
Stock-based compensation		21,036		20,049	³		41,221		36,527	³
Amortization of acquired intangible assets		11,487		11,828			24,172		23,770
Merger, acquisition, restructuring and certain legal costs		8,316		1,341			21,692		1,827
Income tax adjustments		(11,354)		(9,595)			(24,210)		(17,457)
Non-GAAP income (loss)	$	(15,926)	$	24,875		$	(15,963)	$	52,809
Weighted-average diluted shares used to compute income (loss) per share attributable to common stockholders		92,116		92,786			91,954		92,852
Non-GAAP income (loss) per diluted share attributable to common stockholders	$	(0.17)	$	0.27		$	(0.17)	$	0.57

2	Interest expense for the three and six months ended June 30, 2019 included $1.8 million and $1.9 million, respectively, of expense for the write-off of unamortized debt issuance costs in February and June of 2019.

3	Stock-based compensation for the three and six months ended June 30, 2019 included $1.6 million of expense related to the accelerated vesting of equity awards to a terminated acquired employee.

Grubhub To Announce Second Quarter 2020 Financial Results On July 30, 2020

CHICAGO, July 23, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release its second quarter financial results on Thursday, July 30, 2020, before the market open. Due to the pending acquisition by Just Eat Takeaway.com, Grubhub does not plan to host a conference call to discuss its second quarter results.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as nearly 24 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features nearly 300,000 restaurants and is proud to partner with more than 200,000 of these restaurants in over 4,000 U.S. cities. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

GrubHub Logo

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Grubhub Reports First Quarter 2020 Results

Grubhub generates 12% revenue growth in the first quarter

CHICAGO, May 6, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2020 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $363 million, which is a 12% year-over-year increase from $324 million in the same period last year. Gross Food Sales grew 8% year-over-year to $1.6 billion, up from $1.5 billion in the same period last year.

“The restaurant industry is facing enormous challenges in light of the difficult, but necessary, steps taken to keep us safe as we fight COVID-19,” said Matt Maloney, Grubhub founder and CEO. “Grubhub is using nearly all of our profits in the second quarter to generate as many additional orders for our restaurant partners as possible. We hope that the darkest days are behind our restaurant partners and they can start focusing on the recovery.”

First Quarter 2020 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended March 31, 2020, as compared to the same period in 2019.

First Quarter Financial Highlights

Revenues: $363.0 million, a 12% year-over-year increase from $323.8 million in the first quarter of 2019.
Net Income (Loss): $(33.4) million, or $(0.36) per diluted share, a decrease from $6.9 million, or $0.07 per diluted share, in the first quarter of 2019.
Non-GAAP Adjusted EBITDA: $21.0 million, a 59% year-over-year decrease from $50.9 million in the first quarter of 2019.
Non-GAAP Net Income (Loss): $(37) thousand, or $(0.00) per diluted share, a decrease from $27.9 million, or $0.30 per diluted share, in the first quarter of 2019.

First Quarter Key Business Metrics Highlights¹

Active Diners: 23.9 million, a 24% year-over-year increase from 19.3 million Active Diners in the first quarter of 2019.
Daily Average Grubs (DAGs): 516,300, a 1% year-over-year decrease from 521,000 DAGs in the first quarter of 2019.
Gross Food Sales: $1.6 billion, an 8% year-over-year increase from $1.5 billion in the first quarter of 2019.

“COVID-19 has driven a significant uptick in new diners and orders from existing users as most restaurant dining rooms have been temporarily closed nationwide,” said Adam DeWitt, Grubhub president and CFO. “At current volume trends, we could be generating meaningful Adjusted EBITDA in the second quarter. But as Matt highlighted, we believe the absolute best use of our cash is to support our restaurants, their employees, our drivers and the entire takeout ecosystem through this crisis, by generating as many orders as possible while funding extra safety measures for restaurants, drivers and diners. We hope that these additional sales help make a difference to our partners in this time of crisis.”

Second Quarter 2020 Guidance
Based on information available as of May 6, 2020, the Company is providing the following financial guidance for the second quarter of 2020.

		Second Quarter 2020
		(in millions)
Expected Adjusted EBITDA		$5

First Quarter 2020 Financial Results Conference Call
Grubhub will webcast a conference call tomorrow at 8:00 a.m. CT to discuss the first quarter 2020 financial results. The webcast can be accessed on the Grubhub Investor Relations website at https://investors.grubhub.com, along with the Company’s letter to shareholders, earnings press release and financial tables. A replay of the webcast will be available on the same website.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as nearly 24 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with more than 200,000 of these restaurants in over 4,000 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of Forward Looking Statements
This press release contains “forward-looking statements” regarding Grubhub, “the Company’s” or our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from future results expressed or implied by such forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance and include, without limitation, statements relating to the potential impact of the COVID-19 outbreak on our business and operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “contemplates,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. While forward-looking statements are our best prediction at the time they are made, you should not rely upon them. Forward-looking statements represent our management’s beliefs and assumptions only as of May 6, 2020, unless otherwise indicated, and there is no implication that the information contained in this press release is made subsequent to such date. For additional information concerning factors that could affect our financial results or cause actual results to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements included in our filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on February 28, 2020 and our Quarterly Reports on Form 10-Q and any further disclosures we make in our Current Reports on Form 8-K. Our SEC filings are available electronically on our investor website at investors.grubhub.com or the SEC’s website at www.sec.gov. Except as required by law, we assume no obligation to update these forward-looking statements or this press release, or to update, supplement or correct the information set forth in the press release or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

We define Adjusted EBITDA as net income (loss) adjusted to exclude acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders exclude acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

¹ Key Business Metrics are defined on pages 28 – 29 of our Annual Report on Form 10-K filed on February 28, 2020.

GRUBHUB INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended March 31,
	2020		2019
Revenues	$	362,980	$	323,770
Costs and expenses:
Operations and support		214,561		161,350
Sales and marketing		90,742		78,454
Technology (exclusive of amortization)		31,273		27,250
General and administrative		38,949		22,787
Depreciation and amortization		33,363		25,089
Total costs and expenses		408,888		314,930
Income (loss) from operations		(45,908)		8,840
Interest expense – net		6,380		2,812
Income (loss) before provision for income taxes		(52,288)		6,028
Income tax benefit		(18,861)		(862)
Net income (loss) attributable to common stockholders	$	(33,427)	$	6,890
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.36)	$	0.08
Diluted	$	(0.36)	$	0.07
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		91,793		90,951
Diluted		91,793		92,918

KEY BUSINESS METRICS

	Three Months Ended March 31,
	2020		2019
Active Diners (000s)		23,892		19,286
Daily Average Grubs		516,300		521,000
Gross Food Sales (millions)	$	1,630	$	1,502

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



	March 31, 2020		December 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	560,708	$	375,909
Short-term investments		36,359		49,275
Accounts receivable, less allowances for doubtful accounts		135,661		119,658
Income tax receivable		20,271		3,960
Prepaid expenses and other current assets		18,051		17,515
Total current assets		771,050		566,317
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization		189,050		172,744
OTHER ASSETS:
Other assets		32,154		26,836
Operating lease right-of-use asset		101,758		100,632
Goodwill		1,007,968		1,007,968
Acquired intangible assets, net of amortization		487,797		500,481
Total other assets		1,629,677		1,635,917
TOTAL ASSETS	$	2,589,777	$	2,374,978
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability	$	152,551	$	131,753
Accounts payable		29,317		26,748
Accrued payroll		24,255		19,982
Current operating lease liability		11,999		9,376
Other accruals		87,438		61,504
Total current liabilities		305,560		249,363
LONG-TERM LIABILITIES:
Deferred taxes, non-current		24,438		27,163
Noncurrent operating lease liability		112,863		111,056
Long-term debt		668,242		493,009
Other accruals		817		817
Total long-term liabilities		806,360		632,045
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value		9		9
Accumulated other comprehensive loss		(2,271)		(1,628)
Additional paid-in capital		1,182,757		1,164,400
Retained earnings		297,362		330,789
Total Stockholders’ Equity	$	1,477,857	$	1,493,570
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,589,777	$	2,374,978

GRUBHUB INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Three Months Ended March 31,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(33,427)	$	6,890
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		8,658		6,193
Amortization of intangible assets and developed software		24,705		18,896
Stock-based compensation		20,185		16,478
Deferred taxes		(2,725)		(986)
Other		3,479		735
Change in assets and liabilities, net of the effects of business acquisitions:
Accounts receivable		(18,333)		(30,391)
Income taxes receivable		(16,311)		(916)
Prepaid expenses and other assets		(4,602)		(10,666)
Restaurant food liability		20,857		13,099
Accounts payable		4,678		(18,644)
Accrued payroll		4,277		411
Other accruals		26,085		12,845
Net cash provided by operating activities		37,526		13,944
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(19,790)		(12,160)
Proceeds from maturity of investments		32,900		11,636
Capitalized website and development costs		(14,243)		(10,692)
Purchases of property and equipment		(19,678)		(8,018)
Acquisition of other intangible assets		(510)		(5,379)
Acquisitions of businesses, net of cash acquired		—		127
Other cash flows from investing activities		(250)		—
Net cash used in investing activities		(21,571)		(24,486)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under the credit facility		175,000		—
Taxes paid related to net settlement of stock-based compensation awards		(8,051)		(9,966)
Proceeds from exercise of stock options		1,414		2,424
Repayments of borrowings under the credit facility		—		(2,031)
Payments for debt issuance costs		—		(1,647)
Net cash provided by (used in) financing activities		168,363		(11,220)
Net change in cash, cash equivalents, and restricted cash		184,318		(21,762)
Effect of exchange rates on cash, cash equivalents and restricted cash		(600)		232
Cash, cash equivalents, and restricted cash at beginning of year		379,594		215,802
Cash, cash equivalents, and restricted cash at end of the period	$	563,312	$	194,272
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Cash paid for income taxes	$	—	$	351

GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share and per order data)

	Three Months Ended March 31,
	2020		2019
Net income (loss)	$	(33,427)	$	6,890
Income taxes		(18,861)		(862)
Interest expense – net		6,380		2,812
Depreciation and amortization		33,363		25,089
EBITDA		(12,545)		33,929
Acquisition, restructuring and certain legal costs		13,376		486
Stock-based compensation		20,185		16,478
Adjusted EBITDA	$	21,016	$	50,893

Net income (loss) per order	$	(0.71)	$	0.15
Adjusted EBITDA per order	$	0.45	$	1.09

	Three Months Ended March 31,
	2020		2019
Net income (loss)	$	(33,427)	$	6,890
Stock-based compensation		20,185		16,478
Amortization of acquired intangible assets		12,685		11,942
Acquisition, restructuring and certain legal costs		13,376		486
Income tax adjustments		(12,856)		(7,862)
Non-GAAP income (loss)	$	(37)	$	27,934
Weighted-average diluted shares used to compute income (loss) per share attributable to common stockholders		91,793		92,918
Non-GAAP income (loss) per diluted share attributable to common stockholders	$	(0.00)	$	0.30


	Guidance
	Three Months Ended June 30, 2020
	(in millions)
Net loss	$	(42)
Income taxes		(16)
Interest expense – net		7
Depreciation and amortization		34
EBITDA		(17)
Acquisition, restructuring and certain legal costs		—
Stock-based compensation		22
Adjusted EBITDA	$	5

Grubhub Provides Business Update And Timing Of First Quarter 2020 Earnings Announcement

CHICAGO, April 13, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release first quarter 2020 earnings results after the market close on Wednesday, May 6, 2020, followed by a conference call to discuss its results on Thursday, May 7, 2020, at 8:00 a.m. CT.

The company also today provided a brief business update due to the extraordinary circumstances stemming from the COVID-19 pandemic.

Business Update

During these unprecedented times, our priority is the health, safety and sustainability of our community – the drivers, restaurants and diners who make up our marketplace and our approximately 2,800 Grubhub employees. We have responded quickly to the crisis by launching a number of initiatives to support restaurants, drivers and diners; our focus is on driving as much business as we can to our restaurant partners while dining rooms remain closed. And we will continue to support the local communities and restaurants that are struggling during this uncertain and difficult period.

For the first quarter of 2020, we expect our revenue and adjusted EBITDA to be slightly above the midpoints of the guidance we issued on February 5, 2020. While the business was trending at or above the high end of our guidance range for the first 10 weeks of the quarter, like most businesses, we experienced a swift change in customer behavior in the middle of March when the pandemic took hold across the country.

Initially, we observed a decrease in orders across our entire business as the news upended typical routines and there was considerable uncertainty about what day-to-day life would be like. In particular, our corporate business, which accounted for a mid-single digit percentage of our orders in the fourth quarter, was dramatically impacted in mid-March as virtually all of our corporate clients shifted to work-from-home models.

In New York City our consumer business was affected more than in other metro areas due to the severity of the COVID-19 impact in that market. We believe this is due to a number of factors, including New York City residents choosing to temporarily leave the city and/or cooking at home more often, as well as more local restaurants deciding to pause operations because of the temporary drop in demand. As a result of all of these factors, our first quarter DAGs ended up flattish compared to the first quarter of 2019.

Exiting the first quarter and in the beginning of the second quarter, we have seen trends improve significantly – so far in April our overall year-over-year DAG growth has been approximately 10%. In markets less affected by the outbreak, diner ordering has returned to, and in many cases exceeded, our pre-COVID-19 expectations. We are also seeing record numbers of new diners and new restaurants on the platform. In markets more affected, New York in particular, we have seen a stabilization in consumer orders, and even some improvement from the low points observed in March, but New York orders remain below pre-COVID volumes. We will discuss these dynamics in more detail during earnings, but we believe what we are now observing on both the positive and negative side, including corporate, is ephemeral, and we expect to see a return to more typical behavior when the COVID-19 impact on daily life wanes.

In this difficult and uncertain environment, we believe Grubhub has a clear responsibility to help restaurants and all working individuals in our ecosystem. We further believe the absolute best way we can support our industry is by driving as much demand as possible to local restaurants, which in turn has significant downstream benefits for restaurant workers, restaurant suppliers, our drivers and countless others in the value chain.

While we are confident we could generate meaningful profits in the second quarter that would keep us comfortably on the previously announced path to deliver at least $100 million of Adjusted EBITDA in 2020, we are instead planning to reinvest most of the profits we expect to generate during the second quarter into programs that directly drive more business to our restaurant partners. We anticipate this enhanced support will take several forms, including numerous Grubhub-funded diner promotions, reduced or eliminated diner delivery fees, platform improvements and products and procedures to help keep drivers, diners and restaurant workers safe.

As a result, we plan to intentionally manage the business to approximately $5 million of Adjusted EBITDA in the second quarter to continue to support our ecosystem. To be clear, this is a completely discretionary short-term business decision designed to support our industry. We are proud that our consistent profitability, highly variable cost structure and strong balance sheet afford us ample liquidity (approximately $600 million as of March 31, including $175 million we added from our revolver) and flexibility during times like these.

We are confident that our ability to manage our business profitably while competing aggressively has not changed, but because of the uncertainty surrounding the timing of when and how the COVID-19 outbreak will resolve, we believe it’s prudent to withdraw our full year 2020 revenue and EBITDA guidance.

When business and social conditions normalize, we expect to return Grubhub to the growth and profit trajectory we were on before COVID-19 – which was at the high end of our expectations laid out over the last couple of quarters. We remain bullish on our industry and our long-term competitive strategy.

Stay safe, and we look forward to providing you with a more comprehensive update on the business in early May.

Matt Maloney, Founder and CEO
Adam DeWitt, President and CFO

First Quarter Earnings Call
Grubhub will release first quarter 2020 earnings results after the market close on Wednesday, May 6, 2020, followed by a conference call to discuss its results on Thursday, May 7, 2020, at 8:00 a.m. CT. Founder & CEO Matt Maloney and President & CFO Adam DeWitt will host the conference call.

The live webcast of the conference call will be available on the investor relations section of the Grubhub website at http://investors.grubhub.com. Following completion of the call, a recording of the webcast will be available on the website.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as more than 22 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 350,000 restaurants and is proud to partner with more than 165,000 of these restaurants in over 3,200 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of Forward Looking Statements
This press release contains forward-looking statements regarding Grubhub, “the Company’s” or our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected benefits to, and financial performance of, Grubhub including its acquisitions. Such statements constitute “forward-looking statements”, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, statements related to the potential impact of the COVID-19 outbreak on our business and operations, as well as the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2020, which is on file with the SEC and are available on the Investor Relations section of our website at https://investors.grubhub.com. Please also note that forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Use of Non-GAAP Financial Measures
Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income (loss) adjusted to exclude acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. We use non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

Grubhub and Major Cities Across the U.S. Launch Economic Relief Effort up to $100 Million for Independent Restaurants and Delivery Partners Impacted by COVID-19

Mayors of Chicago, New York City, San Francisco, Boston and Portland Team with Grubhub to Suspend Fees from Independent Restaurants
Grubhub Sets up Charitable Fund for Impacted Drivers and Restaurants

CHICAGO, March 13, 2020 /PRNewswire/ — In collaboration with the mayors of large cities across the United States who are on the front lines of the COVID-19 response efforts, Grubhub today announced it is temporarily suspending collection of up to $100 million in commission payments from impacted independent restaurants nationwide.

Grubhub’s initiative will provide immediate and substantial cash flowrelief to qualified independent restaurants — restaurants that make up the majority of Grubhub’s 350,000+ restaurant community and drive more than 80 percent of the company’s orders.

Matt Maloney, Grubhub Founder and CEO said: “Independent restaurants are the lifeblood of our cities and feed our communities. They have been amazing long-term partners for us, and we wanted to help them in their time of need. Our business is their business — so this was an easy decision for us to make.”

Grubhub has also created a fund that will enable proceeds from its Donate the Change program to go toward charitable organizations that support restaurants and drivers impacted by the COVID-19 health crisis. The program will allow diners to round up the change from every order and donate it to the Grubhub Community Relief Fund — with donations from Grubhub+ (and Seamless+) members matched by the company. Grubhub has been raising more than $1 million dollars per month through Donate the Change.

Grubhub will work with local city officials to identify the organizations that can utilize the funds and to consider other support programs during the pandemic.

“The City of Chicago is deeply concerned about the risk COVID-19 is placing on the health of our residents and communities, as well as the impact it’s having on our working families and neighborhood economies and restaurants,” said Chicago Mayor Lori E. Lightfoot. “That is why we applaud corporate leaders like Grubhub who are stepping up with practical measures to support small businesses and their employees. Now more than ever, we must work together to ensure hardworking Chicagoans receive the support they need to thrive while also staying safe, secure, and healthy.”

In Chicago, where Grubhub was founded in 2004 and is headquartered today, there are more than 10,000 restaurants on the platform, and thousands of drivers bringing delicious food from these restaurants to hungry diners. This relief fund will provide support for food industry workers, which are anticipated to become among some of the most impacted by the economic losses due to coronavirus and social distancing practices. This includes residents at small, neighborhood-based businesses like Chicago’s Home of Chicken & Waffles, based in Bronzeville.

As dine-in traffic is expected to slow up to 75 percent over the next few weeks, restaurants will rely on pickup and delivery orders to stay in business. “We have seen revenue decrease in the past week as a direct result of our customers staying home,” said Darnell Johnson, owner of Chicago’s Home of Chicken & Waffles. “Grubhub has helped us generate more delivery and takeout orders as our customers’ dining habits have changed. This has helped us continue serving our loyal customers and our employees can continue living a sustainable lifestyle.”

“Banding together during hard times, putting people over profit, and supporting our local businesses is a model we should all follow, and I thank Grubhub for leading the way,” said New York City Mayor Bill de Blasio.

“Restaurants are a pillar of the San Francisco small business economy and so important to the culture of this city,” said Joaquin Torres, Director of San Francisco’s Office of Economic and Workforce Development. “We are committed to doing everything in our power to support them in this time of crisis, but if we want to come through this public health emergency intact, we’ll need more private sector partners to follow Grubhub’s lead, do the right thing and invest locally to mitigate this crisis.”

These initiatives follow a series of measures taken by Grubhub to keep restaurants, diners, and drivers safe during the outbreak – including contact-free delivery and health and safety guidance to drivers, restaurants and diners. Additionally, Grubhub offers pickup from the largest restaurant network in the country, which helps individuals who might feel safer acquiring food on their own.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as more than 22 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 350,000 restaurants and is proud to partner with more than 165,000 of these restaurants in over 3,200 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Grubhub Reports Fourth Quarter And Full Year 2019 Results

Grubhub generates 19% revenue growth in the fourth quarter

CHICAGO, Feb. 5, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the fourth quarter and full year ended December 31, 2019 and also posted a letter to shareholders on its investor relations website. For the fourth quarter, the Company reported revenues of $341 million, which is a 19% year-over-year increase from $288 million in the same period last year. Gross Food Sales grew 13% year-over-year to $1.6 billion, up from $1.4 billion in the fourth quarter of 2018.

“We strengthened both sides of our marketplace during the fourth quarter, adding 1.4 million active diners and more than doubling our restaurant selection from just a quarter ago,” said Matt Maloney, Grubhub founder and CEO. “We are making good progress on the key initiatives we outlined last quarter. We added more than 15,000 partnered and over 150,000 non-partnered restaurant options for our diners and we also launched a number of new loyalty programs for our restaurant partners.”

Fourth Quarter and Full Year 2019 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three and twelve months ended December 31, 2019, as compared to the same periods in 2018.

Fourth Quarter Financial Highlights

Revenues: $341.3 million, a 19% year-over-year increase from $287.7 million in the fourth quarter of 2018.
Net Income (Loss): $(27.7) million, or $(0.30) per diluted share, a decrease from $(5.2) million, or $(0.06) per diluted share, in the fourth quarter of 2018.
Non-GAAP Adjusted EBITDA: $26.7 million, a 37% year-over-year decrease from $42.1 million in the fourth quarter of 2018.
Non-GAAP Net Income (Loss): $(4.2) million, or $(0.05) per diluted share, a decrease from $17.6 million, or $0.19 per diluted share, in the fourth quarter of 2018.

Fourth Quarter Key Business Metrics Highlights¹

Active Diners: 22.6 million, a 28% year-over-year increase from 17.7 million Active Diners in the fourth quarter of 2018.
Daily Average Grubs (DAGs): 502,600, a 8% year-over-year increase from 467,500 DAGs in the fourth quarter of 2018.
Gross Food Sales: $1.6 billion, a 13% year-over-year increase from $1.4 billion in the fourth quarter of 2018.

1 Key Business Metrics are defined on page 29 of our Annual Report on Form 10-K filed on February 28, 2019.

Full Year Financial Highlights

Revenues: $1.3 billion, a 30% year-over-year increase from $1.0 billion in 2018.
Net Income (Loss): $(18.6) million, or $(0.20) per diluted share, a decrease from $78.5 million, or $0.85 per diluted share, in 2018.
Non-GAAP Adjusted EBITDA: $186.2 million, a 20% year-over-year decrease from $233.7 million in 2018.
Non-GAAP Net Income: $73.2 million, or $0.79 per diluted share, a 52% decrease from $153.3 million, or $1.66 per diluted share, in 2018.

Full Year Key Business Metrics Highlights¹

Active Diners: 22.6 million, a 28% year-over-year increase from 17.7 million Active Diners in 2018.
Daily Average Grubs (DAGs): 492,300, a 13% year-over-year increase from 435,900 DAGs in 2018.
Gross Food Sales: $5.9 billion, a 17% year-over-year increase from $5.1 billion in 2018.

“We continue to innovate the online takeout industry with our recent launch of Grubhub Ultimate, a revolutionary, first-of-its-kind proprietary hardware and software solution that integrates all restaurant ordering channels into one system. Grubhub Ultimate is an important step in helping unlock the pickup market, which accounts for the majority of the more than $250 billion takeout industry,” said Adam DeWitt, Grubhub president and CFO. “We remain confident our overall strategy will deliver sustainable value for all of our stakeholders and the team is determined to continue to execute and build on the early wins.”

First Quarter and Full Year 2020 Guidance
Based on information available as of February 5, 2020, the Company is providing the following financial guidance for the first quarter and full year of 2020.

	First Quarter 2020	Full Year 2020
	(in millions)
Expected Revenue	$350 – $370	$1,400 – $1,500
Expected Adjusted EBITDA	$15 – $25	at least $100

Fourth Quarter 2019 Financial Results Conference Call
Grubhub will webcast a conference call tomorrow at 8:00 a.m. CT to discuss the fourth quarter 2019 financial results. The webcast can be accessed on the Grubhub Investor Relations website at https://investors.grubhub.com, along with the Company’s letter to shareholders, earnings press release and financial tables. A replay of the webcast will be available at the same website.

About Grubhub
Grubhub (NYSE: GRUB) is a leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as more than 22 million active diners. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub elevates food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub features over 300,000 restaurants and is proud to partner with more than 155,000 of these restaurants in over 3,200 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, AllMenus and MenuPages.

Use of Forward Looking Statements
This press release contains forward-looking statements regarding Grubhub, “the Company’s” or our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected benefits to, and financial performance of, Grubhub including its acquisitions. Such statements constitute “forward-looking statements”, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2019 and our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which are on file with the SEC and are available on the Investor Relations section of our website at https://investors.grubhub.com. Additional information will be set forth in our Annual Report on Form 10-K that will be filed for the year ended December 31, 2019, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Use of Non-GAAP Financial Measures
Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

We define Adjusted EBITDA as net income adjusted to exclude acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders exclude acquisition, restructuring and certain legal costs, amortization of acquired intangible assets, stock-based compensation expense and other nonrecurring items as well as the income tax effects of these non-GAAP adjustments. We use these non-GAAP financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions, restructuring and certain legal costs, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders are not measurements of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP.

See “Non-GAAP Financial Measures Reconciliation” below for a reconciliation of net income to Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share attributable to common stockholders.

GRUBHUB INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended December 31,				Year Ended December 31,
	2019		2018		2019		2018
Revenues	$	341,270	$	287,721	$	1,312,151	$	1,007,257
Costs and expenses:
Operations and support		190,328		144,082		675,471		454,321
Sales and marketing		86,100		69,877		310,299		214,290
Technology (exclusive of amortization)		29,164		24,972		115,297		82,278
General and administrative		28,018		27,393		101,918		85,465
Depreciation and amortization		32,488		24,153		115,449		85,940
Total costs and expenses		366,098		290,477		1,318,434		922,294
Income (loss) from operations		(24,828)		(2,756)		(6,283)		84,963
Interest expense – net		6,189		2,163		20,493		3,530
Income (loss) before provision for income taxes		(31,017)		(4,919)		(26,776)		81,433
Income tax (benefit) expense		(3,299)		231		(8,210)		2,952
Net income (loss) attributable to common stockholders	$	(27,718)	$	(5,150)	$	(18,566)	$	78,481
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.30)	$	(0.06)	$	(0.20)	$	0.88
Diluted	$	(0.30)	$	(0.06)	$	(0.20)	$	0.85
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		91,509		90,705		91,247		89,447
Diluted		91,509		90,705		91,247		92,354


KEY BUSINESS METRICS

	Three Months Ended December 31,				Year Ended December 31,
	2019		2018		2019		2018
Active Diners (000s)		22,621		17,688		22,621		17,688
Daily Average Grubs		502,600		467,500		492,300		435,900
Gross Food Sales (millions)	$	1,552	$	1,377	$	5,914	$	5,057

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



	December 31, 2019		December 31, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	375,909	$	211,245
Short-term investments		49,275		14,084
Accounts receivable, less allowances for doubtful accounts		119,658		110,855
Income tax receivable		3,960		9,949
Prepaid expenses and other current assets		17,515		17,642
Total current assets		566,317		363,775
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization		172,744		119,495
OTHER ASSETS:
Other assets		26,836		14,186
Operating lease right-of-use asset		100,632		—
Goodwill		1,007,968		1,019,239
Acquired intangible assets, net of amortization		500,481		549,013
Total other assets		1,635,917		1,582,438
TOTAL ASSETS	$	2,374,978	$	2,065,708
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability	$	131,753	$	127,344
Accounts payable		26,748		26,656
Accrued payroll		19,982		18,173
Current portion of long-term debt		—		6,250
Current operating lease liability		9,376		—
Other accruals		61,504		44,745
Total current liabilities		249,363		223,168
LONG-TERM LIABILITIES:
Deferred taxes, non-current		27,163		46,383
Noncurrent operating lease liability		111,056		—
Long-term debt		493,009		335,548
Other accruals		817		18,270
Total long-term liabilities		632,045		400,201
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value		9		9
Accumulated other comprehensive loss		(1,628)		(1,891)
Additional paid-in capital		1,164,400		1,094,866
Retained earnings		330,789		349,355
Total Stockholders’ Equity	$	1,493,570	$	1,442,339
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,374,978	$	2,065,708

GRUBHUB INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Year Ended December 31,
	2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(18,566)	$	78,481
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		30,237		21,647
Amortization of intangible assets and developed software		85,212		64,293
Stock-based compensation		72,879		55,261
Deferred taxes		(7,726)		1,724
Other		8,531		5,552
Change in assets and liabilities, net of the effects of business acquisitions:
Accounts receivable		(11,591)		(6,092)
Income taxes receivable		5,989		(1,356)
Prepaid expenses and other assets		(13,854)		(16,270)
Restaurant food liability		4,380		2,921
Accounts payable		1,978		11,160
Accrued payroll		1,804		3,621
Other accruals		23,349		4,585
Net cash provided by operating activities		182,622		225,527
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(85,989)		(57,197)
Proceeds from maturity of investments		51,366		67,166
Capitalized website and development costs		(48,524)		(31,180)
Purchases of property and equipment		(55,167)		(43,033)
Acquisition of other intangible assets		(9,980)		(11,851)
Acquisitions of businesses, net of cash acquired		127		(517,909)
Other cash flows from investing activities		(250)		—
Net cash used in investing activities		(148,417)		(594,004)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt		500,000		222,000
Repayments of borrowings under the credit facility		(342,313)		(53,906)
Proceeds from the issuance of common stock		—		200,000
Taxes paid related to net settlement of stock-based compensation awards		(23,753)		(35,599)
Proceeds from exercise of stock options		4,469		14,190
Payments for debt issuance costs		(9,136)		—
Net cash provided by financing activities		129,267		346,685
Net change in cash, cash equivalents, and restricted cash		163,472		(21,792)
Effect of exchange rates on cash, cash equivalents and restricted cash		320		(645)
Cash, cash equivalents, and restricted cash at beginning of year		215,802		238,239
Cash, cash equivalents, and restricted cash at end of the period	$	379,594	$	215,802
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Cash paid for income taxes	$	1,163	$	7,895

GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share and per order data)

	Three Months Ended December 31,				Year Ended December 31,
	2019		2018		2019		2018
Net income (loss)	$	(27,718)	$	(5,150)	$	(18,566)	$	78,481
Income taxes		(3,299)		231		(8,210)		2,952
Interest expense – net		6,189		2,163		20,493		3,530
Depreciation and amortization		32,488		24,153		115,449		85,940
EBITDA		7,660		21,397		109,166		170,903
Acquisition, restructuring and legal costs		966		1,913		4,105		7,578
Stock-based compensation²		18,073		18,816		72,879		55,261
Adjusted EBITDA	$	26,699	$	42,126	$	186,150	$	233,742

Net income (loss) per order	$	(0.60)	$	(0.12)	$	(0.10)	$	0.49
Adjusted EBITDA per order	$	0.58	$	0.98	$	1.04	$	1.47


	Three Months Ended December 31,				Year Ended December 31,
	2019		2018		2019		2018
Net income (loss)	$	(27,718)	$	(5,150)	$	(18,566)	$	78,481
Stock-based compensation²		18,073		18,816		72,879		55,261
Amortization of acquired intangible assets		13,367		11,377		50,712		42,484
Acquisition, restructuring and legal costs		966		1,913		4,105		7,578
Income tax adjustments		(8,916)		(9,384)		(35,883)		(30,544)
Non-GAAP net income (loss)	$	(4,228)	$	17,572	$	73,247	$	153,260
Weighted-average diluted shares used to compute net income (loss) per share attributable to common stockholders		91,509		93,144		92,759		92,354
Non-GAAP net income (loss) per diluted share attributable to common stockholders	$	(0.05)	$	0.19	$	0.79	$	1.66

² Stock-based compensation expense for the three months ended December 31, 2018 and the twelve months ended December 31, 2019 and 2018 included $4.8 million, $1.6 million and $4.8 million, respectively, of expense related to the accelerated vesting of equity awards to certain terminated acquired employees.

	Guidance
	Three Months Ended March 31, 2020
	Low		High
	(in millions)
Net loss	$	(36.0)	$	(28.5)
Income taxes		(12.1)		(9.6)
Interest expense – net		6.1		6.1
Depreciation and amortization		34.0		34.0
EBITDA		(8.0)		2.0
Acquisition, restructuring and legal costs		—		—
Stock-based compensation		23.0		23.0
Adjusted EBITDA	$	15.0	$	25.0

Note: For the full year 2020, we currently expect Adjusted EBITDA of at least $100 million, net interest expense of $25 million, depreciation and amortization expense of $145 million and stock-based compensation expense of $100 million.

Grubhub To Announce Fourth Quarter And Full Year 2019 Financial Results

CHICAGO, Jan. 23, 2020 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced it will release fourth quarter and full year 2019 earnings results after the market close on Wednesday, Feb. 5, 2020, followed by a conference call to discuss its results on Thursday, Feb. 6, 2020, at 8:00 a.m. CT. Founder & CEO Matt Maloney and President & CFO Adam DeWitt will host the conference call.

The live webcast of the conference call will be available on the investor relations section of the Grubhub website at http://investors.grubhub.com/. Following completion of the call, a recording of the webcast will be available on the website.

About Grubhub
Grubhub (NYSE: GRUB) is the nation’s leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as the largest diner base. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub strives to elevate food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub is proud to work with more than 140,000 restaurant partners in over 2,700 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, Tapingo, AllMenus and MenuPages.

GrubHub Logo

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Grubhub Reports Third Quarter 2019 Results

Grubhub generates 30% revenue growth in the third quarter

CHICAGO, Oct. 28, 2019 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the third quarter ended September 30, 2019 and also posted a letter to shareholders on its investor relations website. The Company reported revenues of $322 million, which is a 30% year-over-year increase from $247 million in the third quarter of 2018. Gross Food Sales grew 15% year-over-year to $1.4 billion, up from $1.2 billion in the same period last year.

“Our teams had another strong quarter of execution, adding nearly one million active diners and 15,000 restaurants to our platform,” said Matt Maloney, Grubhub founder and CEO. “As we detail in our shareholder letter, we are entering the next phase of growth in the U.S. online food ordering industry where it is increasingly important to create a differentiated experience for diners and long-term value for restaurants. We are excited to leverage the robust profitability of our core business and best-in-class restaurant-facing products to grow our two-sided marketplace in a sustainable manner.”

Third Quarter 2019 Highlights
The following results reflect the financial performance and key operating metrics of our business for the three months ended September 30, 2019, as compared to the same period in 2018.

Third Quarter Financial Highlights

Revenues: $322.1 million, a 30% year-over-year increase from $247.2 million in the third quarter of 2018.
Net Income: $1.0 million, or $0.01 per diluted share, a decrease from $22.7 million, or $0.24 per diluted share, in the third quarter of 2018.
Non-GAAP Adjusted EBITDA: $53.8 million, a 10% year-over-year decrease from $60.1 million in the third quarter of 2018.
Non-GAAP Net Income: $24.7 million, or $0.27 per diluted share, a decrease from $42.2 million, or $0.45 per diluted share, in the third quarter of 2018.

Third Quarter Key Business Metrics Highlights¹

Active Diners: 21.2 million, a 29% year-over-year increase from 16.4 million Active Diners in the third quarter of 2018.
Daily Average Grubs (DAGs): 457,300, a 10% year-over-year increase from 416,000 DAGs in the third quarter of 2018.
Gross Food Sales: $1.4 billion, a 15% year-over-year increase from $1.2 billion in the third quarter of 2018.

_____________________

¹ Key Business Metrics are defined on page 29 of our Annual Report on Form 10-K filed on February 28, 2019.

“Last year, in the fourth quarter, we made opportunistic investments to expand delivery market coverage, increase new diner advertising and accelerate our enterprise brand sales efforts. Through the third quarter of 2019, we believe all three of these initiatives had a positive impact on our business and long-term shareholder value,” said Adam DeWitt, Grubhub President and CFO. “Importantly, we demonstrated the ability to generate operating leverage consistently throughout 2019 with EBITDA per order increasing 31% from $0.98 in the fourth quarter of 2018 to $1.28 in the third quarter of 2019. We are excited to embark on the initiatives detailed in the shareholder letter to further differentiate our marketplace for both restaurants and diners and position us for maintaining, and eventually improving, profitability.”

Fourth Quarter 2019 Guidance
Based on information available as of October 28, 2019, the Company is providing the following financial guidance for the fourth quarter of 2019.

		Fourth Quarter 2019
		(in millions)
Expected Revenue range		$315 – $335
Expected Adjusted EBITDA range		$15 – $25

Third Quarter 2019 Financial Results Conference Call
Grubhub will webcast a conference call tomorrow at 8:00 a.m. CT to discuss the third quarter 2019 financial results. The webcast can be accessed on the Grubhub Investor Relations website at https://investors.grubhub.com, along with the Company’s letter to shareholders, earnings press release and financial tables. A replay of the webcast will be available at the same website.

Use of Forward Looking Statements
This press release contains forward-looking statements regarding Grubhub, “the Company’s” or our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected benefits to, and financial performance of, Grubhub including its acquisitions. Such statements constitute “forward-looking statements”, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements including, but not limited to, achievement of the benefits of our planned additional investments, to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed on February 28, 2019, which is on file with the SEC and is available on the Investor Relations section of our website at https://investors.grubhub.com. Additional information will be set forth in our Quarterly Report on Form 10-Q that will be filed for the quarter ended September 30, 2019, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we disclaim any intention to, and undertake no obligation to, publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

GRUBHUB INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Revenues	$	322,053	$	247,225	$	970,881	$	719,536
Costs and expenses:
Operations and support		161,387		111,511		485,143		310,239
Sales and marketing		71,617		49,426		224,199		144,413
Technology (exclusive of amortization)		29,483		21,258		86,133		57,306
General and administrative		25,329		22,195		73,900		58,072
Depreciation and amortization		30,649		20,987		82,961		61,787
Total costs and expenses		318,465		225,377		952,336		631,817
Income from operations		3,588		21,848		18,545		87,719
Interest expense – net		6,025		337		14,304		1,367
Income (loss) before provision for income taxes		(2,437)		21,511		4,241		86,352
Income tax (benefit) expense		(3,447)		(1,234)		(4,911)		2,721
Net income attributable to common stockholders	$	1,010	$	22,745	$	9,152	$	83,631
Net income per share attributable to common stockholders:
Basic	$	0.01	$	0.25	$	0.10	$	0.94
Diluted	$	0.01	$	0.24	$	0.10	$	0.91
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic		91,349		90,494		91,159		89,027
Diluted		92,847		93,678		92,850		92,091

KEY BUSINESS METRICS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Active Diners (000s)		21,197		16,379		21,197		16,379
Daily Average Grubs		457,300		416,000		488,800		425,300
Gross Food Sales (millions)	$	1,400	$	1,215	$	4,362	$	3,680

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


	September 30, 2019		December 31, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	394,000	$	211,245
Short-term investments		32,214		14,084
Accounts receivable, less allowances for doubtful accounts		123,309		110,855
Income tax receivable		2,227		9,949
Prepaid expenses and other current assets		18,632		17,642
Total current assets		570,382		363,775
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization		160,368		119,495
OTHER ASSETS:
Other assets		25,452		14,186
Operating lease right-of-use asset		100,736		—
Goodwill		1,007,968		1,019,239
Acquired intangible assets, net of amortization		513,848		549,013
Total other assets		1,648,004		1,582,438
TOTAL ASSETS	$	2,378,754	$	2,065,708
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability	$	130,544	$	127,344
Accounts payable		23,392		26,656
Accrued payroll		22,537		18,173
Current portion of long-term debt		—		6,250
Current operating lease liability		8,056		—
Other accruals		59,686		44,745
Total current liabilities		244,215		223,168
LONG-TERM LIABILITIES:
Deferred taxes, non-current		28,681		46,383
Noncurrent operating lease liability		111,554		—
Long-term debt		492,776		335,548
Other accruals		817		18,270
Total long-term liabilities		633,828		400,201
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value		9		9
Accumulated other comprehensive loss		(2,346)		(1,891)
Additional paid-in capital		1,144,541		1,094,866
Retained earnings		358,507		349,355
Total Stockholders’ Equity	$	1,500,711	$	1,442,339
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,378,754	$	2,065,708

GRUBHUB INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Nine Months Ended September 30,
	2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,152	$	83,631
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		21,665		16,189
Amortization of intangible assets and developed software		61,296		45,598
Stock-based compensation		54,806		36,445
Deferred taxes		(6,208)		2,048
Other		5,210		4,572
Change in assets and liabilities, net of the effects of business acquisitions:
Accounts receivable		(13,335)		(17,969)
Income taxes receivable		7,722		(5,533)
Prepaid expenses and other assets		(11,955)		(15,455)
Restaurant food liability		3,247		1,608
Accounts payable		(50)		5,265
Accrued payroll		4,366		5,311
Other accruals		20,088		3,752
Net cash provided by operating activities		156,004		165,462
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(49,506)		(47,642)
Proceeds from maturity of investments		31,736		54,916
Capitalized website and development costs		(35,068)		(21,471)
Purchases of property and equipment		(42,702)		(31,984)
Acquisition of other intangible assets		(8,889)		—
Acquisitions of businesses, net of cash acquired		127		(366,856)
Other cash flows from investing activities		(250)		38
Net cash used in investing activities		(104,552)		(412,999)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt		500,000		175,000
Repayments of borrowings under the credit facility		(342,313)		(52,344)
Proceeds from the issuance of common stock		—		200,000
Taxes paid related to net settlement of stock-based compensation awards		(20,503)		(28,238)
Proceeds from exercise of stock options		4,040		13,010
Payments for debt issuance costs		(9,136)		—
Net cash provided by financing activities		132,088		307,428
Net change in cash, cash equivalents, and restricted cash		183,540		59,891
Effect of exchange rates on cash, cash equivalents and restricted cash		(293)		(406)
Cash, cash equivalents, and restricted cash at beginning of year		215,802		238,239
Cash, cash equivalents, and restricted cash at end of the period	$	399,049	$	297,724
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Cash paid for income taxes	$	567	$	7,508

GRUBHUB INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(in thousands, except per share and per order data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Net income	$	1,010	$	22,745	$	9,152	$	83,631
Income taxes		(3,447)		(1,234)		(4,911)		2,721
Interest expense – net		6,025		337		14,304		1,367
Depreciation and amortization		30,649		20,987		82,961		61,787
EBITDA		34,237		42,835		101,506		149,506
Acquisition, restructuring and legal costs		1,312		3,024		3,139		5,665
Stock-based compensation		18,279		14,275		54,806		36,445
Adjusted EBITDA	$	53,828	$	60,134	$	159,451	$	191,616

Net income per order	$	0.02	$	0.59	$	0.07	$	0.72
Adjusted EBITDA per order	$	1.28	$	1.57	$	1.19	$	1.65


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Net income	$	1,010	$	22,745	$	9,152	$	83,631
Stock-based compensation		18,279		14,275		54,806		36,445
Amortization of acquired intangible assets		13,575		10,037		37,345		31,107
Acquisition, restructuring and legal costs		1,312		3,024		3,139		5,665
Income tax adjustments		(9,510)		(7,854)		(26,967)		(21,160)
Non-GAAP net income	$	24,666	$	42,227	$	77,475	$	135,688
Weighted-average diluted shares used to compute net income per share attributable to common stockholders		92,847		93,678		92,850		92,091
Non-GAAP net income per diluted share attributable to common stockholders	$	0.27	$	0.45	$	0.83	$	1.47

	Guidance
	Three Months Ended December 31, 2019
	Low		High
	(in millions)
Net loss	$	(44.8)	$	(33.9)
Income taxes		3.8		2.9
Interest expense – net		6.0		6.0
Depreciation and amortization		31.0		31.0
EBITDA		(4.0)		6.0
Acquisition, restructuring and legal costs		—		—
Stock-based compensation		19.0		19.0
Adjusted EBITDA	$	15.0	$	25.0

Grubhub To Announce Third Quarter 2019 Financial Results On Oct. 29, 2019

CHICAGO, Oct. 15, 2019 /PRNewswire/ — Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced it will host a conference call to discuss its third quarter financial results on Tuesday, Oct. 29, 2019, at 8:00 a.m. CT, following the release of the Company’s financial results. Founder & CEO Matt Maloney and President & CFO Adam DeWitt will host the webcast.

About Grubhub
Grubhub (NYSE: GRUB) is the nation’s leading online and mobile food-ordering and delivery marketplace with the largest and most comprehensive network of restaurant partners, as well as the largest diner base. Dedicated to connecting diners with the food they love from their favorite local restaurants, Grubhub strives to elevate food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub is proud to work with more than 125,000 restaurant partners in over 2,400 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, LevelUp, Tapingo, AllMenus and MenuPages.

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View original content to download multimedia:http://www.prnewswire.com/news-releases/grubhub-to-announce-third-quarter-2019-financial-results-on-oct-29-2019-300939044.html

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