Goodwill and Acquired Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

5. Goodwill and Acquired Intangible Assets

The components of acquired intangible assets as of December 31, 2017 and 2016 were as follows:

	December 31, 2017							December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
	(in thousands)
Restaurant relationships	$	457,580	$	(76,852	)	$	380,728	$	279,651	$	(57,765	)	$	221,886
Developed technology		8,523		(6,418	)		2,105		10,640		(9,575	)		1,065
Diner acquisition		40,247		(1,906	)		38,341		—		—			—
Trademarks		2,225		(402	)		1,823		969		(582	)		387
Other		6,888		(4,008	)		2,880		3,350		(2,734	)		616
Total amortizable intangible assets		515,463		(89,586	)		425,877		294,610		(70,656	)		223,954
Indefinite-lived trademarks		89,676		—			89,676		89,676		—			89,676
Total acquired intangible assets	$	605,139	$	(89,586	)	$	515,553	$	384,286	$	(70,656	)	$	313,630

The gross carrying amount and accumulated amortization of the Company’s developed technology, trademark and other intangible assets as of December 31, 2017 were adjusted by $9.1 million for certain fully amortized assets that were no longer in use. Amortization expense for acquired intangible assets was $28.1 million, $20.9 million and $18.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 were as follows.

	Goodwill		Accumulated Impairment Losses		Net Book Value
	(in thousands)
Balance as of December 31, 2015	$	396,220	$	—	$	396,220
Acquisitions		40,235		—		40,235
Balance as of December 31, 2016		436,455		—		436,455
Acquisitions		153,407		—		153,407
Balance as of December 31, 2017	$	589,862	$	—	$	589,862

In January 2017, the Company entered into an agreement with Zoomer Inc. (“Zoomer”) whereby Zoomer waived non-solicitation provisions allowing the Company to engage the services of certain former Zoomer employees and consultants.

In September of 2017, the Company acquired certain assets of OrderUp, Inc. (“OrderUp”), a wholly-owned subsidiary of Groupon, Inc. OrderUp provides online and mobile food ordering for restaurants across the United States.

During the year ended December 31, 2017, the Company recorded additions to acquired intangible assets of $230.0 million as a result of the acquisitions of Eat24 and Foodler, the acquisition of certain assets of OrderUp and payments made to Zoomer. During the year ended December 31, 2016, the Company recorded additions to acquired intangible assets of $48.9 million as a result of the acquisition of LABite and the purchase of other assets. The components of the acquired intangible assets added during the years ended December 31, 2017 and 2016 were as follows:

	Year Ended December 31, 2017				Year Ended December 31, 2016
	Amount		Weighted-Average Amortization Period		Amount		Weighted-Average Amortization Period
	(in thousands)		(years)		(in thousands)		(years)
Restaurant relationships	$	177,929		19.3	$	46,513		20.0
Diner acquisition		40,247		5.0		—
Developed technology		4,514		0.5		1,731		2.7
Trademarks		2,299		1.2		440		2.0
Other		5,000		2.8		250		3.0
Total	$	229,989			$	48,934

Estimated future amortization expense of acquired intangible assets as of December 31, 2017 was as follows:

	(in thousands)
2018	$	39,310
2019		33,827
2020		32,254
2021		32,254
2022		30,292
Thereafter		257,940
Total	$	425,877

As of December 31, 2017, the estimated remaining weighted-average useful life of the Company’s acquired intangibles was 15.0 years. The Company recognizes amortization expense for acquired intangibles on a straight-line basis.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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