SEC Comment Letter for GrubHub Inc. (CIK 0001594109) — Apr 21, 2020
GrubHub Inc. (CIK 0001594109)
Date: April 21, 2020 · CIK: 0001594109 · Accession: 0000000000-20-003422
AI Filing Summary & Sentiment
File numbers found in text: 001-36389
Letter
April 21, 2020 Adam DeWitt President and Chief Financial Officer GrubHub Inc. 111 W. Washington Street, Suite 2100 Chicago, Illinois 60602 Re:GrubHub Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed February 28, 2020 File No. 001-36389 Dear Mr. DeWitt: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2019 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 27 1.We note per the risk factor on page 12 that the status of drivers as independent contractors rather than employees, has been, and will likely continue to be challenged. Please tell us your consideration of discussing the passage of California Assembly Bill 5 on January 1, 2020 as part of the above risk factor, or in MD&A as a known uncertainty. 2.We note that revenue increased 30% for the year ended December 31, 2019 compared to 2018 due to growth in Active Diners, an increase in average commission rates from partners electing increased prominence on the Platform, the inclusion of results from acquisitions, and higher average order size. Please quantify all material factors contributing to this increase in accordance with Section III.D of SEC Release No. 33-6835 and Item 303(a)(3) of Regulation S-K.
FirstName LastNameAdam DeWitt Comapany NameGrubHub Inc. April 21, 2020 Page 2 FirstName LastName Adam DeWitt GrubHub Inc. April 21, 2020 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at 202-551-3307 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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April 21, 2020
Adam DeWitt
President and Chief Financial Officer
GrubHub Inc.
111 W. Washington Street, Suite 2100
Chicago, Illinois 60602
Re:GrubHub Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 28, 2020
File No. 001-36389
Dear Mr. DeWitt:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 27
1.We note per the risk factor on page 12 that the status of drivers as independent contractors
rather than employees, has been, and will likely continue to be challenged. Please tell us
your consideration of discussing the passage of California Assembly Bill 5 on January 1,
2020 as part of the above risk factor, or in MD&A as a known uncertainty.
2.We note that revenue increased 30% for the year ended December 31, 2019 compared to
2018 due to growth in Active Diners, an increase in average commission rates from
partners electing increased prominence on the Platform, the inclusion of results from
acquisitions, and higher average order size. Please quantify all material factors
contributing to this increase in accordance with Section III.D of SEC Release No. 33-6835
and Item 303(a)(3) of Regulation S-K.
FirstName LastNameAdam DeWitt
Comapany NameGrubHub Inc.
April 21, 2020 Page 2
FirstName LastName
Adam DeWitt
GrubHub Inc.
April 21, 2020
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at 202-551-3307 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services