GrubHub Reports Record Fourth Quarter And Year-End Results

GrubHub generates 50 percent revenue growth in the fourth quarter and expands into delivery with the acquisition of two leading restaurant delivery services

CHICAGO, Feb. 5, 2015 /PRNewswire/ — GrubHub Inc. (NYSE: GRUB), the leading online and mobile food-ordering company, today announced financial results for the quarter and year-ended December 31, 2014.  The Company also announced the completed acquisition of DiningIn and an agreement to acquire Restaurants on the Run, two of the leading restaurant delivery services in the U.S.

“We ended the year with strong growth momentum as we capitalized on the seasonally favorable conditions of the fourth quarter,” said Matt Maloney, CEO. “We sent more than 200,000 orders a day to our restaurant partners during the quarter while surpassing 5 million active diners, resulting in record revenues and adjusted EBITDA.  GrubHub continues to be the clear platform of choice for restaurants that want to grow their businesses profitably and for diners looking for simplicity, choice and control when ordering takeout.”

Acquisitions

The Company has completed the acquisition of DiningIn and signed a definitive agreement to acquire Restaurants on the Run, subject to certain closing conditions. With the completion of these acquisitions, GrubHub will be executing deliveries for nearly 3,000 restaurants across the U.S., including in Boston, Chicago, Dallas, Houston, Las Vegas, Los Angeles, Minneapolis, Philadelphia, San Diego, San Francisco and Seattle.

GrubHub has been conducting its own delivery tests for the past year and believes that owning the delivery experience provides a number of key benefits to its diners and restaurant partners, including:

  • An improved diner experience due to GrubHub’s additional visibility into each order;
  • An increased number of dining choices by bringing delivery services to restaurants that do not operate such services themselves; and
  • Lower overall delivery costs due to the benefits of scale and aggregation

“We are excited to start 2015 with these acquisitions, the completion of which will help us expand our leading position in online ordering and also make GrubHub a leader in restaurant delivery for independent restaurants,” noted Maloney. “DiningIn and Restaurants on the Run are ideal partners for GrubHub because of the breadth and depth of their restaurant networks and the more than 45 years of combined experience they have operating successful restaurant delivery services.”

Fourth Quarter and Full Year 2014 Highlights

The following results reflect the financial performance and key operating metrics of our business for the three months and year ended December 31, 2014, compared to the non-GAAP pro forma combined results of Seamless Holdings and GrubHub Holdings for the three months and year ended December 31, 2013, giving effect to the August 2013 merger of the two companies.

Fourth Quarter Financial Highlights

  • Revenues: $73.3 million, a 50% year-over-year increase from $49.0 million in the fourth quarter of 2013.
  • Non-GAAP Adjusted EBITDA: $25.0 million, a 92% year-over-year increase from $13.0 million in the fourth quarter of 2013.
  • Net Income: $10.8 million, a 381% year-over-year increase from $2.2 million in the fourth quarter of 2013.

Fourth Quarter Key Business Metrics Highlights

  • Active Diners were 5.03 million, a 47% increase from 3.42 million Active Diners in the fourth quarter of 2013.
  • Daily Average Grubs were 202,700, a 33% year-over-year increase from 152,900 Daily Average Grubs in the fourth quarter of 2013.
  • Gross Food Sales were $508 million, a 37% year-over-year increase from $370 million processed in the fourth quarter of 2013.

Full Year Financial Highlights

  • Revenues: $253.9 million, a 49% year-over-year increase from $170.1 million in 2013.
  • Non-GAAP Adjusted EBITDA: $78.7 million, a 98% year-over-year increase from $39.7 million in 2013.
  • Net Income: $24.3 million, a 458% year-over-year increase from $4.3 million in 2013.

Full Year Key Business Metrics Highlights

  • Active Diners were 5.03 million, a 47% increase from 3.42 million Active Diners in 2013.
  • Daily Average Grubs were 182,800, a 35% year-over-year increase from 135,500 Daily Average Grubs in 2013.
  • Gross Food Sales were $1.8 billion, a 39% year-over-year increase from $1.3 billion processed in 2013.

First Quarter and Full Year 2015 Guidance*

Based on information available as of February 5, 2015, the company is providing the following financial guidance for the first quarter and full year of 2015:

First Quarter 2015

Full Year 2015

(in millions)

Expected revenue range

$83 – $85

$335 – $350

Expected Adjusted EBITDA range

$24 – $26

$100 – $108

* Includes the impact of the DiningIn acquisition from date of completion, February 4th, 2015.  Excludes the acquisition of Restaurants on the Run, as the parties have executed a definitive agreement but have not closed the transaction.

Fourth Quarter 2014 Financial Results Conference Call: GrubHub will webcast a conference call today at 9 a.m. CT to discuss the fourth quarter 2014 financial results. The webcast can be accessed on the GrubHub Investor Relations website at http://investors.grubhub.com, along with the company’s earnings press release and financial tables. A replay of the webcast will be available at the same website until February 19, 2015.

About GrubHub

GrubHub Inc. (NYSE: GRUB) is the nation’s leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants. The company’s online and mobile ordering platforms allow diners to order directly from approximately 30,000 takeout restaurants in more than 800 U.S. cities and London. Every order is supported by the company’s 24/7 customer service teams.

About DiningIn

DiningIn, one of the country’s largest restaurant delivery services, makes it easy for diners to enjoy food from their favorite restaurants. Founded in Boston in 1988, DiningIn services Boston, Chicago, Dallas, Minneapolis and Philadelphia. Providing delivery options for individual diners, group orders and corporate catering, DiningIn delivers the food diners crave. DiningIn partners with a wide range of restaurants – from local neighborhood favorites to national brands – to simplify food delivery and provide uncompromising quality.

About Restaurants on the Run

Founded in 1993, Restaurants on the Run is the West Coast’s largest restaurant food delivery service specializing in corporate catering and restaurant delivery. Restaurants on the Run delivers on time meals and a consistent customer experience for more than 1,700 restaurant locations across Los Angeles, San Francisco, Orange County, San Diego, Houston, Seattle, Las Vegas and Tulsa. Using smart delivery logistics, Restaurants on the Run is focused on perfecting the ordering and delivery experience.

Use of Forward Looking Statements:

This press release contains forward-looking statements regarding our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected completion of the acquisition of Restaurants on the Run, the expected benefits to GrubHub from the acquisition of DiningIn and the potential acquisition of Restaurants on the Run, and the expected financial performance of GrubHub following such acquisitions. Such statements constitute “forward-looking” statements, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Prospectus filed on September 5, 2014 and our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, which are on file with the SEC and are available on the Investor Relations section of our website at http://investors.grubhub.com/. Additional information will be set forth in our Annual Report on Form 10-K that will be filed for the year ended December 31, 2014, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent our management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information, becomes available in the future.

Use of Non-GAAP Financial Measures

Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

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

See “Schedule of Non-GAAP Adjusted EBITDA Reconciliation – Pro Forma” below for a reconciliation of net income to Adjusted EBITDA.

Contacts:

   Anan Kashyap

Abby Hunt

   Corporate Finance & Investor Relations

Press

   ir@grubhub.com

press@grubhub.com

NON-GAAP PRO FORMA FINANCIAL INFORMATION

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

Three Months Ended December 31,

Year Ended December 31,

ProForma Combined

ProForma Combined

2014

2013

2014

2013

(in thousands)

Revenues

$

73,313

$

49,024

$

253,873

$

170,086

Costs and expenses:

Sales and marketing

19,033

12,354

66,201

48,295

Operations and support

17,766

12,895

62,509

45,639

Technology (exclusive of amortization)

7,212

5,554

25,185

19,151

General and administrative

7,220

7,311

32,307

32,402

Depreciation and amortization

5,809

5,976

22,687

15,006

Total costs and expenses

57,040

44,090

208,889

160,493

Income before provision for income taxes

16,273

4,934

44,984

9,593

Provision for income taxes

5,508

2,698

20,721

5,246

Net income

$

10,765

$

2,236

$

24,263

$

4,347

Net income per share attributable to common stockholders:

Basic

$

0.13

$

0.04

$

0.33

$

0.06

Diluted

$

0.13

$

0.03

$

0.30

$

0.06

Weighted average shares used to compute net income per share attributable to common stockholders:

Basic

81,605

54,915

73,571

54,774

Diluted

84,311

76,751

81,698

75,634

KEY PRO FORMA OPERATING METRICS

Three Months Ended

 December 31,

Year Ended

December 31,

2014

2013

2014

2013

Pro Forma

Active Diners (000s)

5,029

3,421

5,029

3,421

Daily Average Grubs

202,700

152,900

182,800

135,500

Gross Food Sales (millions)

$

508.0

$

370.0

$

1,787.4

$

1,285.9

GRUBHUB INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

December 31, 2014

December 31, 2013

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

201,796

$

86,542

Short term investments

111,341

Accounts receivable, less allowances for doubtful accounts

36,127

29,304

Deferred taxes, current

564

3,688

Prepaid expenses

2,940

2,625

Total current assets

352,768

122,159

PROPERTY AND EQUIPMENT:

Property and equipment, net of depreciation and amortization

16,003

17,096

OTHER ASSETS:

Other assets

3,543

2,328

Goodwill

352,788

352,788

Acquired intangible assets, net of amortization

254,339

268,441

Total other assets

610,670

623,557

TOTAL ASSETS

$

979,441

$

762,812

LIABILITIES, REDEEMABLE COMMON STOCK AND

   STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Restaurant food liability

$

91,575

$

78,245

Accounts payable

3,371

3,353

Accrued payroll

5,958

1,720

Taxes payable

1,660

1,768

Restructuring accrual

748

176

Other accruals

7,693

7,329

Total current liabilities

111,005

92,591

LONG TERM LIABILITIES:

Deferred taxes, non-current

91,983

90,495

Other accruals

5,931

3,936

Total long term liabilities

97,914

94,431

Commitments and Contingencies

Redeemable common stock, $0.0001 par value, no shares and 1,344,236 shares outstanding as of December 31, 2014 and December 31, 2013, respectively

18,415

STOCKHOLDERS’ EQUITY:

Series A Convertible Preferred Stock, $0.0001 par value

2

Common stock, $0.0001 par value

8

5

Accumulated other comprehensive income (loss)

(262)

132

Additional paid-in capital

689,953

500,356

Retained earnings

80,823

56,880

Total Stockholders’ Equity

$

770,522

$

557,375

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY

$

979,441

$

762,812

GRUBHUB INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended

December 31,

Year Ended

December 31,

2014

2013

2014

2013

Revenues

$

73,313

$

49,024

$

253,873

$

137,143

Costs and expenses:

Sales and marketing

19,033

12,354

66,201

37,347

Operations and support

17,766

12,895

62,509

34,173

Technology (exclusive of amortization)

7,212

5,554

25,185

15,357

General and administrative

7,220

7,311

32,307

21,907

Depreciation and amortization

5,809

5,976

22,687

13,470

Total costs and expenses

57,040

44,090

208,889

122,254

Income before provision for income taxes

16,273

4,934

44,984

14,889

Provision for income taxes

5,508

3,320

20,721

8,142

Net income

$

10,765

$

1,614

$

24,263

$

6,747

Net income per share attributable to common stockholders:

Basic

$

0.13

$

0.03

$

0.33

$

0.14

Diluted

$

0.13

$

0.02

$

0.30

$

0.12

Weighted average shares used to compute net income per share attributable to common stockholders:

Basic

81,605

54,915

73,571

40,681

Diluted

84,311

76,751

81,698

56,645

GRUBHUB INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

2014

2013

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

24,263

$

6,747

Adjustments to reconcile net income to net cash from operating

   activities:

Depreciation

5,032

3,992

Provision for doubtful accounts

426

473

Loss on disposal of fixed assets

11

Deferred taxes

4,612

1,706

Intangible asset amortization

17,655

9,477

Tenant allowance amortization

(159)

(159)

Stock-based compensation

9,393

4,933

Deferred rent

(17)

(135)

Investment premium amortization

315

Change in assets and liabilities, net of the effects of business

   acquisitions:

Accounts receivable

(7,394)

(8,298)

Prepaid expenses and other assets

(1,669)

(2,388)

Restaurant food liability

13,414

26,549

Accounts payable

(259)

2,065

Accrued payroll

4,243

(1,707)

Other accruals

3,038

(2,192)

Due to related party

(244)

Net cash provided by operating activities

72,904

40,819

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments

(113,156)

Proceeds from maturity of investments

1,500

Capitalized website and development costs

(3,431)

(2,592)

Purchases of property and equipment

(3,653)

(4,429)

Cash acquired in merger of GrubHub Holdings Inc.

13,266

Net cash provided by (used in) investing activities

(118,740)

6,245

CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds from the issuance of common stock

142,541

Repurchases of common stock

(116)

(1,367)

Proceeds from exercise of stock options

8,322

1,418

Excess tax benefit related to stock-based compensation

12,975

Taxes paid related to net settlements of stock-based compensation awards

(2,070)

Preferred stock tax distributions

(320)

(1,893)

Net cash provided by (used in) financing activities

161,332

(1,842)

Net change in cash and cash equivalents

115,496

45,222

Effect of exchange rates on cash

(242)

159

Cash and cash equivalents at beginning of year

86,542

41,161

Cash and cash equivalents at end of the period

$

201,796

$

86,542

SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS

Fair value of common and preferred stock issued in acquisition of GrubHub Holdings Inc.

$

$

421,485

Cash paid for income taxes

1,326

7,706

NON-GAAP ADJUSTED EBITDA RECONCILATION – PRO FORMA

Three Months Ended

December 31,

Year Ended

December 31,

2014

2013

Pro Forma

2014

2013

Pro Forma

(in thousands)

Net income

$

10,765

$

2,236

$

24,263

$

4,347

Income taxes

5,508

2,698

20,721

5,246

Depreciation and amortization

5,809

5,976

22,687

15,006

EBITDA

22,082

10,910

67,671

24,599

Merger, acquisition and restructuring costs

477

175

1,639

9,306

Stock-based compensation

2,412

1,909

9,393

5,824

Adjusted EBITDA

$

24,971

$

12,994

$

78,703

$

39,729

GrubHub To Announce Fourth Quarter 2014 Financial Results On February 5, 2015

CHICAGO, Jan. 29, 2015 /PRNewswire/ — GrubHub Inc. (NYSE: GRUB), the leading online and mobile food-ordering company, today announced that it will host a conference call to discuss its fourth quarter financial results on Thursday, February 5th, 2015, at 9:00 a.m. Central Time, following the release of the Company’s financial results. Matt Maloney, CEO, and Adam DeWitt, CFO will host the webcast.

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 recorded replay of the webcast will be available on the website.

About GrubHub
GrubHub Inc. (NYSE: GRUB) is the nation’s leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants. The company’s online and mobile ordering platforms allow diners to order directly from approximately 30,000 takeout restaurants in more than 800 U.S. cities and London. Every order is supported by the company’s 24/7 customer service teams.

Contacts:

Anan Kashyap
Corporate Finance & Investor Relations
ir@grubhub.com

Abby Hunt
Press
press@grubhub.com

GrubHub Reports Third Quarter Results

Record revenues of $61.9 million, year-over-year growth of 51%Chicago, IL – October 23, 2014 – GrubHub Inc. (NYSE: GRUB), the leading online and mobile food-ordering company, today announced financial results for the quarter ended September 30, 2014.

“GrubHub delivered strong third quarter results featuring record revenues and adjusted EBITDA driven by growth in all of our key business metrics,” said Matt Maloney, CEO. “Due to the strength of our brand and effectiveness of our new brand campaign, growth in active diners remained strong even as we reduced overall advertising spend sequentially in the seasonally slow third quarter.”

Third Quarter 2014 Results

The following results reflect the financial performance and key operating metrics of our business for the three months ended September 30, 2014, compared to the non-GAAP pro forma combined results of Seamless Holdings and GrubHub Holdings for the three months ended September 30, 2013, giving effect to the August 2013 merger of the two companies.

Financial Highlights

  • Revenues: $61.9 million, a 51% year-over-year increase from $41.0 million in the third quarter of 2013.
  • Non-GAAP Adjusted EBITDA: $20.4 million, a 99% year-over-year increase from $10.3 million in the third quarter of 2013.
  • Net Income: $6.5 million, a 442% year-over-year increase from $1.2 million in the third quarter of 2013.
  • Our September 3rd 2014, Follow-On Offering included the sale of 1.25 million shares of our common stock at $40.25 per share, which generated $48.0 million in cash for the company (after fees and expenses).

Key Business Metrics Highlights

  • Active Diners were 4.57 million, a 50% increase from 3.05 million Active Diners in the third quarter of 2013.
  • Daily Average Grubs were 172,700, a 33% year-over-year increase from 129,800 Daily Average Grubs in the third quarter of 2013.
  • Gross Food Sales were $424 million, a 37% year-over-year increase from $309 million processed in the third quarter of 2013.

“Continued momentum from the roll-out of restaurant-driven pricing on the Seamless platform helped drive the sequential increase in both revenue and adjusted EBITDA despite the expected slowdown in activity in the third quarter,” noted Maloney. “We look forward to what should be a seasonally strong fourth quarter with increased activity and the ability to spend more on advertising efficiently.”

Third Quarter 2014 Guidance

Based on information available as of October 23, 2014, the company is providing the following financial guidance for the fourth quarter:

  • Revenue is expected to be in the range of $68.5 million to $70.5 million.
  • Adjusted EBITDA is expected to be in the range of $20 million to $22 million.

Third Quarter 2014 Financial Results Conference Call: GrubHub will webcast a conference call today at 9 a.m. CT to discuss the third quarter 2014 financial results. The webcast can be accessed on the GrubHub Investor Relations website at http://investors.grubhub.com, along with the company’s earnings press release and financial tables. A replay of the webcast will be available at the same website until November 7, 2014.

About GrubHub

GrubHub Inc. (NYSE: GRUB) is the nation’s leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants. The company’s online and mobile ordering platforms allow diners to order directly from approximately 30,000 takeout restaurants in more than 800 U.S. cities and London. Every order is supported by the company’s 24/7 customer service teams.

Use of Forward Looking Statements:

This press release contains forward-looking statements regarding our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects. Such statements constitute “forward-looking” statements, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled “Risk Factors” in our Prospectus filed on September 5, 2014 and our most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, which are on file with the SEC and are available on the Investor Relations section of our website at http://investors.grubhub.com/. Additional information will be set forth in our Quarterly Report on Form 10-Q that will be filed for the quarter ended September 30, 2014, which should be read in conjunction with these financial results. Please also note that forward-looking statements represent our management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information, becomes available in the future.

Use of Non-GAAP Financial Measures

Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

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

See “Schedule of Non-GAAP Adjusted EBITDA Reconciliation – Pro Forma” below for a reconciliation of net income to Adjusted EBITDA.

Anan Kashyap
Corporate Finance & Investor Relations
ir@grubhub.com

Abby Hunt
Press
press@grubhub.com

NON-GAAP PRO FORMA FINANCIAL INFORMATION

On August 8, 2013, GrubHub Inc. acquired all of the equity interests of each of Seamless North America, LLC, Seamless Holdings and GrubHub Holdings (the “Merger”). The following Unaudited Pro Forma Condensed Statement of Operations was derived from the unaudited historical statement of operations of Seamless Holdings (Acquirer) for the three months ended September 30, 2013 and the unaudited historical statement of operations of GrubHub Holdings (Acquiree) for the three months ended September 30, 2013, adjusted for income taxes at the Company’s historical effective tax rate.

Three Months Ended September 30,
  ProForma Combined
2014 2013
(in thousands)
Revenues $ 61,941 $ 41,035
Costs and expenses:
Sales and marketing 14,883 10,427
Operations and support 14,902 11,234
Technology (exclusive of amortization) 6,560 5,089
General and administrative 8,143 7,616
Depreciation and amortization 5,748 4,055
Total costs and expenses 50,236 38,421
Income before provision for income taxes 11,705 2,614
Provision for income taxes 5,252 1,423
Net income $ 6,453 $ 1,191
Net income (loss) per share attributable to common stockholders:
Basic $ 0.08 $ 0.01
Diluted $ 0.08 $ 0.01
Weighted average shares used to compute net income (loss) per share attributable to common stockholders:
Basic 79,426 54,809
Diluted 82,771 56,949

KEY PRO FORMA OPERATING METRICS

Three Months Ended
September 30,
Nine Months Ended September 30,
2014   2013

Pro Forma

2014   2013

Pro Forma

Active Diners (000s) 4,570 3,050 4,570 3,050
Daily Average Grubs 172,700 129,800 176,100 129,700
Gross Food Sales (millions) $ 423.8 $ 309.2 $ 1,279.4 $ 915.8

 

 

GRUBHUB INC.
CONDENSED CONSOLIDATED BALANCE SHEETS – UNAUDITED
(in thousands, except share data)
September 30, 2014 (Unaudited) December 31, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 212,020 $ 86,542
Short term investments 65,736
Accounts receivable, less allowances for doubtful accounts 42,690 29,304
Deferred taxes, current 3,844 3,688
Prepaid expenses 3,116 2,625
Total current assets 327,406 122,159
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization 16,449 17,096
OTHER ASSETS:
Other assets 3,610 2,328
Goodwill 352,788 352,788
Acquired intangible assets, net of amortization 257,864 268,441
Total other assets 614,262 623,557
TOTAL ASSETS $ 958,117 $ 762,812
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability $ 91,719 $ 78,245
Accounts payable 2,005 3,353
Accrued payroll 4,283 1,720
Taxes payable 249 1,768
Restructuring accrual 674 176
Other accruals 8,799 7,329
Total current liabilities 107,729 92,591
LONG TERM LIABILITIES:
Deferred taxes, non-current 98,862 90,495
Other accruals 5,636 3,936
Total long term liabilities 104,498 94,431
Commitments and Contingencies
Redeemable common stock, $0.0001 par value, no shares and 1,344,236 shares outstanding as of September 30, 2014 and December 31, 2013, respectively 18,415
STOCKHOLDERS’ EQUITY:
Series A Convertible Preferred Stock, $0.0001 par value 2
Common stock, $0.0001 par value. 8 5
Accumulated other comprehensive income 18 132
Additional paid-in capital 675,806 500,356
Retained earnings 70,058 56,880
Total Stockholders’ Equity $ 745,890 $ 557,375
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY $ 958,117 $ 762,812

 

 

GRUBHUB INC.
CONDENSED STATEMENTS OF OPERATIONS – UNAUDITED
(in thousands, except per share data)
Three Months Ended September 30, Nine Months Ended September 30,
2014   2013 2014   2013
Revenues $ 61,941 $ 35,461 $ 180,560 $ 88,119
Costs and expenses:
Sales and marketing 14,883 8,829 47,168 24,993
Operations and support 14,902 9,303 44,743 21,278
Technology (exclusive of amortization) 6,560 4,459 17,973 9,803
General and administrative 8,143 5,884 25,087 14,596
Depreciation and amortization 5,748 3,821 16,878 7,494
Total costs and expenses 50,236 32,296 151,849 78,164
Income before provision for income taxes 11,705 3,165 28,711 9,955
Provision for income taxes 5,252 1,111 15,213 4,822
Net income $ 6,453 $ 2,054 $ 13,498 $ 5,133
Net income per share attributable to common stockholders:
Basic $ 0.08 $ 0.04 $ 0.19 $ 0.11
Diluted $ 0.08 $ 0.03 $ 0.17 $ 0.10
Weighted average shares used to compute net income per share attributable to common stockholders:
Basic 79,426 45,072 70,893 35,936
Diluted 82,771 63,114 80,826 49,942

 

 

GRUBHUB INC.
CONDENSED STATEMENTS OF CASH FLOWS – UNAUDITED
(in thousands)
Nine Months Ended September 30,
2014   2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 13,498 $ 5,133
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 3,708 2,123
Provision for doubtful accounts 232 178
Loss on disposal of fixed assets 11
Deferred taxes 8,211 (1,971 )
Intangible asset amortization 13,170 5,371
Tenant allowance amortization (119 ) (119 )
Stock based compensation 6,981 3,024
Deferred rent 16 (87 )
Change in assets and liabilities, net of the effects of business acquisitions:
Accounts receivable (13,618 ) (8,035 )
Prepaid expenses and other assets (1,773 ) (1,827 )
Accounts payable (1,348 ) 1,262
Restaurant food liability 13,474 19,184
Accrued payroll 2,563 1,148
Other accruals 2,252 (2,784 )
Net cash provided by operating activities 47,258 22,600
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in merger of GrubHub Holdings Inc. 13,266
Capitalized website and development costs (2,396 ) (1,939 )
Purchases of property and equipment (3,189 ) (3,828 )
Purchases of investments (65,736 )
Net cash used in investing activities (71,321 ) 7,499
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuance of common stock 142,936
Proceeds from exercise of stock options 4,656 565
Excess tax benefit related to stock-based compensation 4,569
Taxes paid related to net settlements of stock-based compensation awards (2,061 )
Repurchases of common stock (116 ) (1,259 )
Preferred stock tax distributions (320 ) (1,893 )
Net cash provided by (used in) financing activities 149,655 (2,690 )
Net change in cash and cash equivalents 125,592 27,409
Effect of exchange rates on cash (114 ) 47
Cash and cash equivalents at beginning of year 86,542 41,161
Cash and cash equivalents at end of the period $ 212,020 $ 68,617
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS
Fair value of common and preferred stock issued in
acquisition of GrubHub Holdings Inc
 $  $  421,485
Cash paid for income taxes 1,324 2,584


NON-GAAP ADJUSTED EBITDA RECONCILATION – PRO FORMA

 

Three Months Ended September 30, Nine Months Ended September 30,
2014 2013

Pro Forma

2014   2013

Pro Forma

(in thousands)
Net income $ 6,453 $ 1,191 $ 13,498 $ 2,111
Income taxes 5,252 1,423 15,213 2,548
Depreciation and amortization 5,748 4,055 16,878 9,030
EBITDA 17,453 6,669 45,589 13,689
Merger and restructuring costs 670 1,701 1,162 9,131
Stock-based compensation 2,294 1,905 6,981 3,915
Adjusted EBITDA $ 20,417 $ 10,275 $ 53,732 $ 26,735

 

GrubHub To Announce Third Quarter 2014 Financial Results On October 23, 2014

CHICAGO, Oct. 16, 2014 /PRNewswire/ — GrubHub Inc. (NYSE: GRUB), the leading online and mobile food-ordering company, today announced that it will host a conference call to discuss its third quarter financial results on Thursday, October 23rd, 2014, at 9:00 a.m. Central Time, following the release of the Company’s financial results. Matt Maloney, CEO, and Adam DeWitt, CFO will host the webcast.

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 recorded replay of the webcast will be available on the website.

About GrubHub

GrubHub Inc. (NYSE: GRUB) is the nation’s leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants. The company’s online and mobile ordering platforms allow diners to order directly from approximately 30,000 takeout restaurants in more than 800 U.S. cities and London. Every order is supported by the company’s 24/7 customer service teams.

Contacts:
Anan Kashyap
Corporate Finance & Investor Relations
ir@grubhub.com

Abby Hunt
Press
press@grubhub.com

GrubHub Announces Pricing of Follow-on Offering of Common Stock

CHICAGO, Sept. 3, 2014 /PRNewswire/ — GrubHub Inc. (the “Company”) (NYSE: GRUB) announced today the pricing of its follow-on public offering of 10,468,198 shares of its common stock offered by the Company and certain of the Company’s stockholders (the “Selling Stockholders”) at a price to the public of $40.25 per share. In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,570,229 shares of common stock. GrubHub Inc. is the nation’s leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus.

Citigroup, Morgan Stanley and BofA Merrill Lynch are acting as book-running managers for the offering.  Allen & Company LLC, BMO Capital Markets Corp., Canaccord Genuity Inc., JMP Securities LLC, Raymond James & Associates, Inc. and William Blair & Company, L.L.C. are acting as co-managers for the offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus relating to these securities may be obtained, when available, from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; Morgan Stanley at Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by telephone at 1-866-718-1649 and BofA Merrill Lynch at Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by e-mailing: dg.prospectus_requests@baml.com.

A registration statement relating to these securities has been filed with, and on September 3, 2014 was declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.

About GrubHub Inc.
GrubHub Inc. is the nation’s leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus. The Company’s online and mobile ordering platforms allow diners to order directly from more than 30,000 takeout restaurants in more than 700 U.S. cities and London, and every order is supported by the Company’s 24/7 customer service. GrubHub Inc. has offices in Chicago, New York City and London.

Contacts:
Investor Relations:
Anan Kashyap, GrubHub Inc.
Email: ir@grubhub.com

Media Relations:
Meghan Gage, GrubHub Inc.
Phone: 312-940-6401
Email: press@grubhub.com

GrubHub Announces Launch of Proposed Follow-on Offering of Common Stock

CHICAGO, Sept. 2, 2014 /PRNewswire/ — GrubHub Inc. (the “Company”) (NYSE: GRUB) announced today that it has commenced a follow-on public offering of its common stock. With this offering, the Company and certain of the Company’s stockholders (the “Selling Stockholders”) intend to offer 10,033,415 shares of common stock, and the Selling Stockholders have agreed to grant the underwriters the right to purchase up to 1,505,012 additional shares of common stock. GrubHub Inc. is the nation’s leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus.

Citigroup, Morgan Stanley and BofA Merrill Lynch will act as book-running managers for the proposed offering. Allen & Company LLC, BMO Capital Markets Corp., Canaccord Genuity Inc., JMP Securities LLC, Raymond James & Associates, Inc. and William Blair & Company, L.L.C. will act as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to these securities may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; Morgan Stanley at Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by telephone at 1-866-718-1649 and BofA Merrill Lynch at Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by e-mailing: dg.prospectus_requests@baml.com.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.

About GrubHub Inc.
GrubHub Inc. is the nation’s leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus. The Company’s online and mobile ordering platforms allow diners to order directly from more than 30,000 takeout restaurants in more than 700 U.S. cities and London, and every order is supported by the Company’s 24/7 customer service. GrubHub Inc. has offices in Chicago, New York City and London.

Contacts:
Investor Relations:
Anan Kashyap, GrubHub Inc.
Email: ir@grubhub.com

Media Relations:
Meghan Gage, GrubHub Inc.
Phone: 312-940-6401
Email: press@grubhub.com

GrubHub Files Registration Statement for Proposed Follow-On Offering of Common Stock

CHICAGO, Aug. 25, 2014 /PRNewswire/ — GrubHub Inc. (the “Company”) (NYSE: GRUB) announced today that it has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed follow-on public offering of its common stock.  GrubHub Inc. is the nation’s leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus.

Citigroup, Morgan Stanley and BofA Merrill Lynch will act as book-running managers for the proposed offering.  Allen & Company LLC, BMO Capital Markets Corp., Canaccord Genuity Inc., Raymond James & Associates, Inc. and William Blair & Company, L.L.C. will act as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to these securities may be obtained when available from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; Morgan Stanley at Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by telephone at 1-866-718-1649 and BofA Merrill Lynch at Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by e-mailing: dg.prospectus_requests@baml.com.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.

The underwriters for the Company’s April 2014 initial public offering have agreed to waive the lock-up restrictions to permit the Company and the selling stockholders to file this proposed registration on Form S-1 and to permit the Company to offer and sell shares.  The lock-up restrictions will also be waived as to the selling stockholders immediately prior to the execution of the underwriting agreement to enable them to offer and sell shares in this proposed offering.

About GrubHub Inc.
GrubHub Inc. is the nation’s leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus. The Company’s online and mobile ordering platforms allow diners to order directly from more than 30,000 takeout restaurants in more than 700 U.S. cities and London, and every order is supported by the Company’s 24/7 customer service. GrubHub Inc. has offices in Chicago, New York City and London.

Contacts:
Investor Relations:
Anan Kashyap, GrubHub Inc.
Email: ir@grubhub.com

Media Relations:
Meghan Gage, GrubHub Inc.
Phone: 312-940-6401
Email: press@grubhub.com

GrubHub Reports Second Quarter Results

Record revenues of $60.0 million, growth of 48%

Chicago, IL – July 24, 2014 – GrubHub Inc. (NYSE: GRUB), the leading online and mobile food-ordering company, today announced financial results for the quarter ended June 30, 2014.

“GrubHub continued to execute against the large opportunity in takeout in the second quarter, driving significant year over year growth in revenues, adjusted EBITDA, and all of our key metrics,” said Matt Maloney, CEO. “We generated record revenues in the second quarter despite both an expected seasonal slowdown and an unusually cold winter that drove record orders in the first quarter.”

Second Quarter 2014 Results

The following results reflect the financial performance and key operating metrics of our business for the three months ended June 30, 2014, compared to the non-GAAP pro forma combined results of Seamless Holdings and GrubHub Holdings for the three months ended June 30, 2013, giving effect to the August 2013 merger of the two companies.

Financial Highlights

  • Revenues: $60.0 million, a 48% year-over-year increase from $40.7 million in the second quarter of 2013.
  • Non-GAAP Adjusted EBITDA: $16.9 million, a 56% year-over-year increase from $10.8 million in the second quarter of 2013.
  • Net Income: $2.7 million, a 930% year-over-year increase from $0.3 million in the second quarter of 2013.

Key Business Metrics Highlights

  • Active Diners grew 51% to 4.19 million, compared to 2.78 million active diners in the second quarter of 2013.
  • GrubHub Inc. processed 174,500 Daily Average Grubs, a 34% year-over-year increase from 130,100 Daily Average Grubs in the second quarter of 2013.
  • GrubHub Inc. processed $423 million in gross food sales, a 38% year-over-year increase from $307 million processed in the second quarter of 2013.

“We’re pleased with the initial roll-out of restaurant-driven pricing to the Seamless brand in April, which had a positive impact on overall commission rates during the quarter,” noted Maloney. “In addition, by maintaining our seasonally higher first quarter advertising spending in the second quarter, we continued to add new diners at a healthy rate, particularly in areas outside of our largest markets.”

Third Quarter 2014 Guidance

Based on information available as of July 24, 2014, the company is providing the following financial guidance for the third quarter:

  • Revenue is expected to be in the range of $55.5 million to $57.5 million.
  • Adjusted EBITDA is expected to be in the range of $13 million to $15 million.

Second Quarter 2014 Financial Results Conference Call: GrubHub will webcast a conference call today at 9 a.m. CT to discuss the second quarter 2014 financial results. The webcast can be accessed on the GrubHub Investor Relations website at http://investors.grubhub.com, along with the company’s earnings press release and financial tables. A replay of the webcast will be available at the same website until August 7, 2014.

About GrubHub

GrubHub Inc. (NYSE: GRUB) is the nation’s leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants. The company’s online and mobile ordering platforms allow diners to order directly from approximately 30,000 takeout restaurants in more than 700 U.S. cities and London. Every order is supported by the company’s 24/7 customer service teams.

Use of Forward Looking Statements:

This press release contains forward looking statements regarding our management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects. Such statements constitute “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The outcome of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, our actual results, performance or achievements could be materially different 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 the company’s Prospectus filed on April 7th, 2014 and additional information that will be set forth in our Form 10-Q that will be filed for the quarter ended June 30, 2014, which should be read in conjunction with these financial results. These documents are available on the SEC Filings section of the Investor Relations section of our website at http://investors.grubhub.com/. Please also note that forward-looking statements represent our management’s beliefs and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information, becomes available in the future.

Use of Non-GAAP Financial Measures

Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.

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

See “Schedule of Non-GAAP Adjusted EBITDA Reconciliation – Pro Forma” below for a reconciliation of net income to Adjusted EBITDA.

Anan Kashyap
Corporate Finance & Investor Relations
ir@grubhub.com

Abby Hunt
Press
press@grubhub.com

NON-GAAP PRO FORMA FINANCIAL INFORMATION

On August 8, 2013, GrubHub Inc. acquired all of the equity interests of each of Seamless North America, LLC, Seamless Holdings and GrubHub Holdings (the “Merger”). The following Unaudited Pro Forma Condensed Statement of Operations was derived from the unaudited historical statement of operations of Seamless Holdings (Acquirer) for the three months ended June 30, 2013 and the unaudited historical statement of operations of GrubHub Holdings (Acquiree) for the three months ended June 30, 2013, adjusted for income taxes at the Company’s historical effective tax rate.

Three Months Ended June 30,
  ProForma Combined
2014 2013
(in thousands)
Revenues $ 60,006 $ 40,650
Costs and expenses:
Sales and marketing 16,168 10,568
Operations and support 14,734 10,823
Technology (exclusive of amortization) 6,066 4,201
General and administrative 8,620 11,916
Depreciation and amortization 5,615 2,561
Total costs and expenses 51,203 40,069
Income before provision for income taxes 8,803 581
Provision for income taxes 6,111 320
Net income $ 2,692 $ 261
Net income (loss) per share attributable to common stockholders:
Basic $ 0.03 $ (0.01 )
Diluted $ 0.03 $ 0.00
Weighted average shares used to compute net income (loss) per share attributable to common stockholders:
Basic 78,042 54,692
Diluted 82,074 74,983

KEY PRO FORMA OPERATING METRICS

Three Months Ended June 30,
2014   2013

Pro Forma

Active Diners (000s) 4,190 2,780
Daily Average Grubs 174,500 130,100
Gross Food Sales (millions) $ 422.6 $ 306.7

 

 

GRUBHUB INC.
CONDENSED CONSOLIDATED BALANCE SHEETS – UNAUDITED
(in thousands, except share data)
June 30, 2014
(Unaudited) December 31, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 207,096 $ 86,542
Accounts receivable, less allowances for doubtful accounts 37,863 29,304
Deferred taxes, current 3,688 3,688
Prepaid expenses 2,505 2,625
Total current assets 251,152 122,159
PROPERTY AND EQUIPMENT:
Property and equipment, net of depreciation and amortization 16,529 17,096
OTHER ASSETS:
Other assets 4,039 2,328
Goodwill 352,788 352,788
Acquired intangible assets, net of amortization 261,390 268,441
Total other assets 618,217 623,557
TOTAL ASSETS $ 885,898 $ 762,812
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Restaurant food liability $ 84,486 $ 78,245
Accounts payable 2,390 3,353
Accrued payroll 3,441 1,720
Taxes payable 1,377 1,768
Restructuring accrual 478 176
Other accruals 9,850 7,329
Total current liabilities 102,022 92,591
LONG TERM LIABILITIES:
Deferred taxes, non-current 98,633 90,495
Other accruals 3,939 3,936
Total long term liabilities 102,572 94,431
Commitments and Contingencies
Redeemable common stock, $0.0001 par value, no shares and 1,344,236 shares outstanding as of June 30, 2014 and December 31, 2013, respectively 18,415
STOCKHOLDERS’ EQUITY:
Series A Convertible Preferred Stock, $0.0001 par value 2
Common stock, $0.0001 par value. 8 5
Accumulated other comprehensive income 316 132
Additional paid-in capital 617,375 500,356
Retained earnings 63,605 56,880
Total Stockholders’ Equity $ 681,304 $ 557,375
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY $ 885,898 $ 762,812

 

 

GRUBHUB INC.
CONDENSED STATEMENTS OF OPERATIONS – UNAUDITED
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended

June 30,

2014   2013 2014   2013
Revenues $ 60,006 $ 26,857 $ 118,619 $ 52,658
Costs and expenses:
Sales and marketing 16,168 6,064 32,285 16,164
Operations and support 14,734 5,998 29,841 11,975
Technology (exclusive of amortization) 6,066 2,697 11,413 5,344
General and administrative 8,620 5,809 16,944 8,712
Depreciation and amortization 5,615 1,877 11,130 3,673
Total costs and expenses 51,203 22,445 101,613 45,868
Income before provision for income taxes 8,803 4,412 17,006 6,790
Provision for income taxes 6,111 2,589 9,961 3,711
Net income $ 2,692 $ 1,823 $ 7,045 $ 3,079
Net income per share attributable to common stockholders:
Basic $ 0.03 $ 0.04 $ 0.10 $ 0.08
Diluted $ 0.03 $ 0.04 $ 0.09 $ 0.07
Weighted average shares used to compute net income per share attributable to common stockholders:
Basic 78,042 31,373 66,626 31,368
Diluted 82,074 43,566 79,854 43,356

 

GRUBHUB INC.
CONDENSED STATEMENTS OF CASH FLOWS – UNAUDITED
(in thousands)
Six Months Ended June 30,
2014   2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 7,045 $ 3,079
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 2,390 1,278
Provision for doubtful accounts 166 86
Deferred taxes 8,138 (151 )
Intangible asset amortization 8,740 2,395
Tenant allowance amortization (79 ) (79 )
Stock based compensation 4,687 1,238
Deferred rent 76 (64 )
Change in assets and liabilities, net of the effects of business acquisitions:
Accounts receivable (8,725 ) (7,081 )
Prepaid expenses and other assets (1,592 ) 452
Accounts payable (962 ) 1,510
Restaurant food liability 6,241 11,184
Accrued payroll 1,721 1,192
Other accruals 2,439 4,376
Net cash provided by operating activities 30,285 19,415
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized website and development costs (1,112 ) (1,434 )
Purchases of property and equipment (2,378 ) (3,170 )
Net cash used in investing activities (3,490 ) (4,604 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuance of common stock 94,927
Proceeds from exercise of stock options 1,145 104
Taxes paid related to net settlements of stock-based compensation awards (2,061 )
Repurchases of common stock (116 ) (1,259 )
Preferred stock tax distributions (320 ) (651 )
Net cash provided by (used in) financing activities 93,575 (1,806 )
Net change in cash and cash equivalents 120,370 13,005
Effect of exchange rates on cash 184 (225 )
Cash and cash equivalents at beginning of year 86,542 41,161
Cash and cash equivalents at end of the period $ 207,096 $ 53,941
SUPPLEMENTAL DISCLOSURE OF NON CASH ITEMS
Cash paid for income taxes $ 1,321 $ 2,243


NON-GAAP ADJUSTED EBITDA RECONCILATION – PRO FORMA

 

Three Months Ended

June 30,

Six Months Ended

June 30,

2014 2013

Pro Forma

2014   2013

Pro Forma

(in thousands)
Net income $ 2,692 $ 261 $ 7,045 $ 920
Income taxes 6,111 320 9,961 1,125
Depreciation and amortization 5,615 2,561 11,130 4,975
EBITDA 14,418 3,142 28,136 7,020
Merger and restructuring costs 207 6,669 492 7,430
Stock-based compensation 2,284 1,022 4,687 2,010
Adjusted EBITDA $ 16,909 $ 10,833 $ 33,315 $ 16,460