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EX-99.2 - EX-99.2 - GrubHub Inc.grub-ex992_50.htm
8-K - 8-K - GrubHub Inc.grub-8k_20200730.htm

Exhibit 99.1

 

 

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 – 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

 

1 

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

 


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.

 

Contacts:

 


Adam Patnaude

Investor Relations

ir@grubhub.com

Katie Norris

Media Relations

press@grubhub.com

 


 

 

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.

 

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.