text:
111 W. Washington Street, Suite 2100,
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
As of August 1, 2014, 78,834,298 shares of common stock were outstanding.
(F/K/A GRUBHUB SEAMLESS INC.)
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY
Restructuring accrual
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
Series A Convertible Preferred Stock, $0.0001 par value. Authorized: 25,000,000 shares as of June 30, 2014 and December 31, 2013; issued and outstanding: no shares as of June 30, 2014 and 19,284,113 shares as of December 31, 2013; aggregate liquidation preference of $86,200 as of December 31, 2013
Common stock, $0.0001 par value. Authorized: 500,000,000 and 165,000,000 shares at June 30, 2014 and December 31, 2013, respectively; issued and outstanding: 78,831,161 and 53,757,437 shares as of June 30, 2014 and December 31, 2013, respectively
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY
(See Notes to Unaudited Condensed Consolidated Financial Statements)
Weighted average shares used to compute net income per share attributable to common stockholders:
Taxes paid related to net settlements of stock-based compensation awards
Settlement of receivable through cashless acquisition of treasury shares in connection with the cashless exercise of stock options
(F/K/A GRUBHUB SEAMLESS, INC.)
1. Organization and Reorganization
GrubHub Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as the "Company") provide an online and mobile platform for restaurant pick-up and delivery orders. Diners enter their location through an online interface and the Company displays the menus and other relevant information for restaurants in its network. Orders may be placed directly online or over the phone at no cost to the diner. The Company charges the restaurant a per order commission that is largely fee based.
On April 4, 2014, the Company completed an initial public offering (the "IPO") in which it issued and sold 4,000,000 shares of class A common stock at a public offering price of $26.00 per share. The Company received net proceeds of $94.9 million after deducting underwriting discounts and commissions of $6.5 million and other offering expenses of approximately $2.6 million. These expenses were recorded against the proceeds received from the IPO.
Certain selling stockholders offered an additional 3,405,614 shares of common stock in the IPO and also granted the underwriters an option to purchase up to 1,110,842 additional shares of common stock. The Company did not receive any proceeds from the sale of the shares sold by the selling stockholders.
Upon the closing of the IPO, all shares of the Company's then-outstanding convertible Series A Preferred Stock automatically converted into an aggregate of 19,284,113 shares of common stock. Additionally, the put rights for the Company's redeemable common stock were terminated upon the closing of the IPO.
The Company invested the funds received in non-interest bearing accounts, short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
Reorganization and History
On August 8, 2013, GrubHub Inc. acquired, through a series of transactions, all of the equity interests of each of Seamless North America, LLC, Seamless Holdings Corporation ("Seamless Holdings") and GrubHub Holdings Inc. pursuant to that certain Reorganization and Contribution Agreement, dated as of May 19, 2013, by and among GrubHub Inc., Seamless North America, LLC, Seamless Holdings, GrubHub Holdings Inc. and the other parties thereto (the "Reorganization Agreement"). Following this transaction, the Company concluded that Seamless Holdings was deemed the acquirer for financial reporting purposes. See Note 3, Acquisitions, for additional details. Accordingly, the acquisition of GrubHub Holdings Inc. has been accounted for as a business combination. The results of operations of GrubHub Holdings Inc. have been included in the Company's financial statements since August 9, 2013. In February 2014, GrubHub Seamless Inc. was renamed GrubHub Inc.
The financial position and results of operations of Seamless Holdings and Seamless North America, LLC have been included in the condensed consolidated financial statements for all periods presented.
The accompanying unaudited condensed consolidated interim financial statements include the accounts of GrubHub Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements include all wholly owned subsidiaries and reflect all normal and recurring adjustments, as well as any other than normal adjustments, that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the Company's prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 on April 7, 2014. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014.
Notes to Condensed Consolidated Financial Statements (Continued)
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website development costs, goodwill, depreciable lives of property and equipment, recoverability of intangible assets with definite lives and other long-lived assets and stock-based compensation. Actual results could differ from these estimates.
Reverse Stock Split Ratio
On April 2, 2014, the Company effected a 1-for-2 reverse stock split of its issued and outstanding common stock and preferred stock. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. All share and per-share amounts for all periods presented in these financial statements have been adjusted retroactively to reflect the reverse stock split.
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process in which an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 will be effective for the Company in the first quarter of 2017. Management is currently evaluating the impact the adoption of ASU 2014-09 will have on the Company's condensed consolidated financial position, results of operations or cash flows and the method of retrospective application, either full or modified.
In July 2013, the FASB issued Accounting Standards Update No. 2013-11 "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"), which requires that a liability related to an unrecognized tax benefit be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward that the entity intends to use and is available for settlement at the reporting date. ASU 2013-11 was effective for and adopted by the Company in the first quarter of 2014 and applied prospectively to unrecognized tax benefits that existed at the effective date. The adoption of ASU 2013-11 impacted the Company's financial statement presentation and disclosures, but otherwise did not impact the Company's condensed consolidated financial position, results of operations or cash flows.
In February 2013, the FASB issued Accounting Standards Update No. 2013-02 "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income" ("ASU 2013-02"), which requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the income statement or as a separate disclosure in the notes. ASU 2013-02 was effective for and adopted by the Company in the first quarter of 2013. The adoption of ASU 2013-02 impacted the Company's financial statement presentation and disclosures, but otherwise did not impact the Company's condensed consolidated financial position, results of operations or cash flows.
GrubHub Holdings Inc.
On August 8, 2013, the Company acquired all of the equity interests of each of Seamless North America, LLC, Seamless Holdings and GrubHub Holdings Inc. pursuant to the Reorganization Agreement. In February 2014, GrubHub, Inc. changed its name to GrubHub Holdings Inc. The Company issued 23,318,580 shares of common stock and 8,098,430 shares of preferred stock to GrubHub Holdings Inc. in exchange for all of GrubHub Holdings Inc.'s equity interests (the "Merger"). The Company concluded that Seamless Holdings was deemed the acquirer for financial reporting purposes based on key deciding factors such as a majority ownership and majority of the board of director seats. Accordingly, the acquisition of GrubHub Holdings Inc. has been accounted for as a business combination. The results of operations of GrubHub Holdings Inc. have been included in the Company's financial statements since August 9, 2013. GrubHub Holdings Inc. provides online food ordering through its website grubhub.com, and also operates allmenus.com, a website that stores and displays approximately 275,000 menus. The Merger has expanded the Company's existing markets and access to new customers and created revenue and cost synergies which management believes will contribute to future profits.
The fair value of the equity issued to GrubHub Holdings Inc. in connection with the Merger was approximately $421.5 million. The value of the equity was determined using the estimated fair value of the stock of GrubHub Holdings Inc. at the merger date based on a valuation of GrubHub Holdings Inc. performed by management. The assets acquired and liabilities assumed were recorded at their estimated fair values as of August 8, 2013. The fair value of the equity of $421.5 million included approximately $11.0 million related to the fair value of the replacement awards that were attributed to the pre-combination service period for GrubHub Holdings Inc. option holders. The fair value of the replacement awards was determined using the Black-Scholes option pricing model. Post combination expense of $12.5 million is expected to be recognized post-Merger for the unrecognized compensation expense related to GrubHub Holdings Inc. stock options. See Note 7, Stock-Based Compensation, for further details.
The excess of the consideration transferred in the acquisition over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill, which represents the opportunity to expand existing markets and access new customers and to create revenue and cost synergies that management believes will contribute to future profits. The goodwill is not deductible for income tax purposes.
The Company incurred certain expenses directly and indirectly related to the Merger of $2.9 million and $3.3 million during the three and six months ended June 30, 2013, respectively, which were recognized in general and administrative expenses within the condensed consolidated statements of operations.
The following table summarizes the August 8, 2013 acquisition-date fair value of the assets and liabilities acquired in connection with the GrubHub Holdings Inc. business combination:
Other identifiable assets
Deferred tax asset
Deferred tax liability
Total net assets acquired
The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the customer (restaurant) relationships, developed technology and trademarks. The fair value of the trademarks was measured based on the relief from royalty method. The cost approach, specifically the cost to recreate method, was used to value the developed technology. The income approach, specifically the multi-period excess earnings method, was used to value the customer (restaurant) relationships. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements under the fair value hierarchy.
The following unaudited pro forma information presents a summary of the operating results of the Company for the three and six months ended June 30, 2013 as if GrubHub Inc. had acquired GrubHub Holdings Inc. as of January 1, 2013:
The pro forma adjustments reflect the additional amortization that would have been recognized for the intangible assets, replacement stock option awards compensation cost for services performed after the Merger, elimination of transaction costs incurred and pro forma tax adjustments for the three and six months ended June 30, 2013 as follows:
Amortization of intangible assets
The unaudited pro forma revenues are not intended to represent or be indicative of the Company's condensed consolidated results of operations or financial condition that would have been reported had the Merger been completed as of the beginning of the periods presented and should not be taken as indicative of the Company's future consolidated results of operations or financial condition.
There were no changes in the carrying amount of goodwill for the six months ended June 30, 2014.
Leasehold improvement
The Company capitalized developed software costs of $0.7 million for each of the three months ended June 30, 2014 and 2013 and $1.1 million and $1.4 million for the six months ended June 30, 2014 and 2013, respectively. Amortization expense for developed software costs, recognized in depreciation and amortization in the condensed consolidated statements of operations, for the three months ended June 30, 2014 and 2013 was $0.7 million and $0.5 million, respectively, and $1.4 million and $1.0 million for the six months ended June 30, 2014 and 2013, respectively.
In August 2011, Ameranth filed a patent infringement action against a number of defendants, including GrubHub Holdings Inc., in the U.S. District Court for the Southern District of California (the "Court"), Case No. 3:11-cv-1810 ("'1810 action"). In September 2011, Ameranth amended its complaint in the '1810 action to also accuse Seamless North America, LLC of infringement. Ameranth alleged that the GrubHub Holdings Inc. and Seamless North America, LLC ordering systems, products and services infringe claims 12 through 15 of U.S. Patent No. 6,384,850 ("'850 patent") and claims 11 and 15 of U.S. Patent No. 6,871,325 ("'325 patent").
In addition to the matters described above, from time to time, the Company is involved in various other legal proceedings arising from the normal course of business activities. As of June 30, 2014, the Company had reserved $0.6 million for such litigation.
In connection with the Merger, the Company agreed to indemnify Aramark Holdings for negative income tax consequences associated with the October 2012 spin-off of Seamless Holdings that were the result of certain actions taken by the Company, including its solicitation of acquirers to purchase the Company prior to October 29, 2014, and in certain other instances, subject to a $15.0 million limitation. Management is not aware of any actions that would impact the indemnification obligation.
On November 20, 2013 the Company announced plans to close its Sandy, Utah office location in 2014. The Company recorded a restructuring accrual in the condensed consolidated balance sheets for severance and payroll related benefits as a result of the restructuring announcement. This amount represents the service vesting requirements for identified employees required to work through the expected closure date of the facility of December 31, 2014. The Company estimates total restructuring costs to be incurred will be approximately $1.2 million, including expense of $0.5 million to be recognized in the second half of 2014 related to the termination of the Sandy, Utah office lease agreement. For the three and six months ended June 30, 2014, restructuring expense of $0.2 million and $0.5 million, respectively, was recognized in general and administrative expenses in the condensed consolidated statements of operations.
As part of the Reorganization Agreement, the Company was required to replace GrubHub Holdings Inc.'s share-based payment awards. The fair value of the replacement awards attributable to pre-combination services at the time of the Merger was approximately $11.0 million, which was included as additional consideration transferred in the business combination in the total purchase price of $421.5 million. The fair value of the replacement options attributable to post combination services was approximately $12.5 million
and will be recognized as compensation cost in the Company's post-Merger consolidated financial statements over the remaining vesting period.
The Company granted 1,739,273 and 368,750 stock options during the six months ended June 30, 2014 and 2013, respectively. The fair market value of each stock option award was estimated based on the assumptions below as of the grant date using the Black-Scholes-Merton option pricing model. Expected volatilities are based on historical volatilities of comparable publicly traded companies. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of the award is estimated using a simplified method. The fair value at grant date was determined considering the performance of the Company at the grant date as well as future growth and profitability expectations by applying market and income approaches. The risk-free rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used to determine the fair market value of the stock options granted during the six months ended June 30, 2014 and 2013 were as follows:
Weighted average fair value options granted
There was no active external or internal market for the Company's shares until April of 2014. Thus, it was not possible to estimate the expected volatility of the Company's share price in estimating fair value of options granted. As a substitute for such volatility, the Company used the historical volatility of comparable companies.
Weighted Average
Exercisable at June 30, 2014
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock on June 30, 2014 and December 31, 2013, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair market value of the Company's stock and the number of options outstanding. The aggregate intrinsic value of awards exercised during the three and six months ended June 30, 2014 was $5.1 million and $11.6 million, respectively. The aggregate intrinsic value of awards exercised during the three and six months ended June 30, 2013 was less than $0.1 million.
The stock options vest over different lengths of time depending upon the grantee. Compensation expense is recognized over the vesting period. The Company recorded compensation expense of $2.3 million and $0.6 million for the three months ended June 30, 2014 and 2013, respectively, and $4.7 million and $1.2 million for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options was $21.1 million and is expected to be recognized over a weighted average period of 3.05 years.
8. Stockholders' Equity
As of June 30, 2014 and December 31, 2013, the Company was authorized to issue two classes of stock: common stock and Series A Preferred Stock. Each share of Series A Preferred Stock was convertible, at the option of the holder thereof, into common stock on a one-for-one basis, subject to adjustment as defined in the Company's amended and restated certificate of incorporation. The Company entered into a stockholders agreement in 2013 with certain stockholders. The agreement prevented those stockholders from transferring their shares without the consent of a majority of the stockholders.
On April 4, 2014, the Company completed the IPO in which the Company issued and sold 4,000,000 shares of common stock at a public offering price of $26.00 per share. The Company received net proceeds of $94.9 million after deducting underwriting discounts and commissions of $6.5 million and other offering expenses of approximately $2.6 million. Upon the closing of the IPO, the stockholder's agreement ceased to be in effect.
Each holder of common stock will have one vote per share of common stock held on all matters that are submitted for stockholder vote. Upon liquidation, the common stock was junior to the rights and preferences of the Series A Preferred Stock as of December 31, 2013. At June 30, 2014 and December 31, 2013, there were 500,000,000 and 165,000,000 shares of common stock authorized, respectively. At June 30, 2014 and December 31, 2013, there were 78,831,161 and 53,757,437 shares issued and outstanding, respectively. The Company did not hold any shares as treasury shares as of June 30, 2014 or December 31, 2013.
Series A Preferred Stock
The Company was authorized to issue 25,000,000 shares of preferred stock as of June 30, 2014 and December 31, 2013. Upon the closing of the IPO on April 4, 2014, all shares of the Company's then-outstanding convertible Series A Preferred Stock automatically converted on a one-for-one basis into an aggregate of 19,284,113 shares of common stock. There were no issued or outstanding shares of preferred stock as of June 30, 2014.
As of December 31, 2013, the 19,284,113 outstanding shares of Series A Preferred Stock had a liquidation preference of an amount per share equal to the original Series A Preferred Stock issue price of approximately $86.2 million.
Redeemable Common Stock
The put rights that would have required the Company to repurchase the Company's then outstanding redeemable common stock at fair value (as defined in the stockholders agreement) determined at the redemption date were terminated and the shares converted on a one-for-one basis into an aggregate of 1,344,236 shares common stock upon the closing of the IPO on April 4, 2014.
As of December 31, 2013, there were 1,344,236 shares of common stock with put rights. As the redemption price was equivalent to the fair value of the instrument, the Company adjusted the carrying value of the redeemable common stock to its fair value with an adjustment to equity. The fair value of the redeemable common stock was $18.4 million at December 31, 2013. The Company had an annual redemption limit of $4.0 million.
The Company's equity as of December 31, 2013 and June 30, 2014, and changes during the six months ended June 30, 2014, were as follows:
Termination of put rights of redeeemable common stock,
in connection with the IPO
Issuance of common stock in connection with the IPO, net of
issuance costs
Change in fair value of redeemable common stock
Stock option exercises, net of withholdings and other
Common stock repurchases
9. Earnings Per Share Attributable to Common Stockholders
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income per share attributable to common stockholders is computed by dividing net income by the weighted average number of common shares outstanding during the period and potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options using the treasury stock method and common stock issuable upon conversion of the Series A Preferred Stock. Upon the closing of the IPO, all shares of the Company's then-outstanding convertible Series A Preferred Stock automatically converted into an aggregate of 19,284,113 shares of common stock.
The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for the three months ended June 30, 2014 and 2013:
Three Months Ended June 30, 2014
(Numerator)
(Denominator)
Basic EPS
Effect of Dilutive Securities
Diluted EPS
The following table presents the calculation of basic and diluted net income per share attributable to common stock holders for the six months ended June 30, 2014 and 2013:
Six Months Ended June 30, 2014
For the three months ended June 30, 2014 and 2013, 140,283 and 352,500 shares of common stock underlying stock options, respectively, were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been antidilutive. For the six months ended June 30, 2014 and 2013, 140,283 and 328,750 shares of common stock underlying stock options, respectively, were excluded because their effect would have been antidilutive.
10. Fair Value Measurement
Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company applied the following methods and assumptions in estimating its fair value measurements: cash equivalents are comprised of highly liquid investments, including money market funds and certificates of deposit with original maturities of less than three months. The fair value measurement of these assets is based on quoted market prices in active markets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. Redeemable common stock consisted of put rights the Company granted to certain shareholders which required common shares to be repurchased at fair value (as defined in the stockholders agreement) determined as of the redemption date. The fair value measurement of redeemable common stock is based on Level 3 inputs as defined in the fair value hierarchy. Accounts receivable and accounts payable approximate fair value due to their generally short-term maturities.
The following table presents the balances of assets measured at fair value based on Level 1 inputs on a recurring basis as of June 30, 2014 and December 31, 2013:
Cash equivalents
The fair value of the Company's redeemable common stock, determined to be Level 3 under the fair value hierarchy, was measured based on the required redemption at the most recent fair value of the common stock. The put rights for the Company's then outstanding redeemable common stock were terminated and the shares converted on a one-for-one basis into common stock upon the closing of the IPO on April 4, 2014. The following table presents the fair value, valuation techniques and related unobservable inputs for the Level 3 measurement as of December 31, 2013:
Fair value measurement
Probability Weighted
Expected Return
Lack of marketability per common share
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions. See Note 3, Acquisitions, for further discussion of the fair value of assets and liabilities associated with acquisitions.
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with the audited consolidated financial statements included in the prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the "SEC") on April 7, 2014 (the "Prospectus"). Unless otherwise stated, the discussion below primarily reflects the historical condition and results of operations for (i) Seamless Holdings Corporation (the "Seamless Platform") as of and for the three and six months ended June 30, 2013 and (ii) GrubHub Inc. as of December 31, 2013 and for the three and six months ended June 30, 2014. In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect the Company's plans, estimates, and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors".
GrubHub Inc. and its wholly-owned subsidiaries (collectively referred to as the "Company") is the leading online and mobile platform for restaurant pick-up and delivery orders, which the Company refers to as takeout. The Company connects local restaurants with hungry diners in more than 700 cities across the United States and is focused on transforming the takeout experience. For restaurants, GrubHub generates higher margin takeout orders at full menu prices. The GrubHub platform empowers diners with a "direct line" into the kitchen, avoiding the inefficiencies, inaccuracies and frustrations associated with paper menus and phone orders. The Company has a powerful two-sided network that creates additional value for both restaurants and diners as it grows.
The Company's target market is primarily independent restaurants. These independent restaurants remain local, highly fragmented and are mostly owner-operated family businesses. According to Euromonitor, Americans spent $204 billion at these approximately 350,000 independent restaurants in 2012. Of that amount, the Company believes that Americans spent approximately $67 billion on takeout at these independent restaurants in 2012.
For restaurants, takeout enables them to grow their business without adding seating capacity or wait staff. Advertising for takeout, typically done through the distribution of menus to local households or advertisements in local publications, is often inefficient and requires upfront payment with no certainty of success. In contrast, GrubHub provides restaurants on its platform with an efficient way to generate more takeout orders. GrubHub enables restaurants to access local diners at the moment when those diners are hungry and ready to purchase takeout. In addition, the Company does not charge the restaurants in its network any upfront or subscription fees, does not require any discounts from their full price menus and only gets paid for the orders the Company generates for them, providing restaurants with a low-risk, high-return solution. The Company charges restaurants a per-order commission that is primarily percentage-based.
For diners, the traditional takeout ordering process is often a frustrating experience—from using paper menus to communicating an order by phone to a busy restaurant employee. In contrast, ordering on GrubHub is enjoyable and a dramatic improvement over the "menu drawer." The Company provides diners on the platform with an easy-to-use, intuitive and personalized platform that helps them search for and discover local restaurants and then accurately and efficiently place an order from any Internet-connected device. GrubHub also provides diners with information and transparency about their orders and status and solves problems that may arise. In addition, the Company makes re-ordering convenient by storing previous orders, preferences and payment information, helping to promote diner frequency and drive strong repeat business.
The proliferation of mobile devices over the past few years has significantly increased the value of the GrubHub platform. The Company's powerful, easy-to-use mobile applications for iPhone, iPad and Android, enable diners to access GrubHub whenever and wherever they want takeout. The discovery and ordering capabilities that are available on the Company's consumer websites are also available through its mobile applications. GrubHub monetizes the orders placed through its mobile applications using the same rate as orders placed through its websites. The Company's mobile applications make ordering from GrubHub more accessible and personal, driving increased use of the platform by restaurants and diners. Orders placed on mobile devices increased from approximately 41% of consumer orders during the six months ended June 30, 2013 to approximately 46% of consumer orders during the six months ended June 30, 2014.
The Company generates revenues primarily when diners place an order on its platform. Restaurants pay a commission, typically a percentage of the transaction on orders that are processed through the Company's platform. Most of the restaurants on the Company's platform can choose their level of commission rate, at or above the minimum rate, to affect their relative priority in the Company's sorting algorithms, with restaurants paying higher commission rates generally appearing higher in the search order than restaurants paying lower commission rates. For most orders, diners use a credit card to pay the Company for their meal when the order is placed. For these transactions, the Company collects the total amount of the order from the diner and remits the net proceeds to the restaurant less commission. The Company generally accumulates funds and remits the net proceeds to the restaurants on at least a monthly basis. The Company also deducts commissions for other transactions that go through its platform, such as cash transactions for restaurants in the network, from the aggregate proceeds received.
Overview of Reorganization
On August 8, 2013 (the "Merger Date"), GrubHub Inc. acquired, through a series of transactions, all of the equity interests of each of Seamless North America, LLC, Seamless Holdings Corporation ("Seamless Holdings" or, the "Seamless Platform") and GrubHub Holdings Inc. (the "GrubHub Platform") pursuant to that certain Reorganization and Contribution Agreement, dated as of May 19, 2013, by and among GrubHub Inc., Seamless North America, LLC, Seamless Holdings, GrubHub Holdings Inc. and the other parties thereto (the "Reorganization Agreement"). The Company issued 23,318,580 shares of common stock and 8,098,430 shares of preferred stock to GrubHub Holdings Inc. in exchange for all of GrubHub Holdings Inc.'s equity interests (the "Merger"). The fair value of the equity issued to GrubHub Holdings Inc. in connection with the Merger was approximately $421.5 million. Following this transaction, the Company concluded that Seamless Holdings was deemed the acquirer for financial reporting purposes and the acquisition of GrubHub Holdings Inc. has been accounted for as a business combination. The Merger has enabled the Company to expand its two-sided network, connecting customers in the geographies it serves with more restaurants. Through the combination of the GrubHub Platform and the Seamless Platform, the Company has been able to eliminate duplicative marketing expenses and restaurant sales and take advantage of a complementary geographic footprint.
The financial position and results of operations of GrubHub Holdings Inc. have been included in the Company's financial statements since August 9, 2013. The financial position and results of operations of Seamless Holdings and Seamless North America, LLC have been included in the condensed consolidated financial statements for all periods presented.
Operating Metrics
Within this Management's Discussion and Analysis of Results of Operations, the Company discusses key business metrics, including Active Diners, Daily Average Grubs and Gross Food Sales. Unless otherwise stated or if the context requires otherwise, each of these metrics includes results for the Seamless Platform alone prior to the Merger Date and for both the GrubHub Platform and the Seamless Platform, as GrubHub Inc., after the Merger Date. The Company's key business metrics are defined as follows:
Active Diners. The number of unique diner accounts from which an order has been placed in the past twelve months through the Company's platform. Some diners could have more than one account if they were to set up multiple accounts using a different e-mail address for each account. As a result, it is possible that the Active Diner metric may count certain diners more than once during any given period.
Daily Average Grubs. The number of revenue generating orders placed on the Company's platform divided by the number of days for a given period.
Gross Food Sales. The total value of food, beverages, taxes, prepaid gratuities, and any delivery fees processed through the Company's platform. The Company includes all revenue generating orders placed on its platform in this metric; however, revenues are only recognized for the Company's commissions from the transaction, which are a percentage of the total Gross Food Sales for such transaction.
The Company's key business metrics were as follows for the periods presented:
Active Diners
Daily Average Grubs
Gross Food Sales (in millions)
The Company experienced significant growth across all of its key business metrics, Active Diners, Daily Average Grubs and Gross Food Sales, during the three and six months ended June 30, 2014 as compared to the same periods in the prior year. Growth in all metrics was attributable to a combination of the impact of the Merger and organic growth.
The Merger significantly increased each of the Company's key business metrics. In addition to the figures in the table above, the GrubHub Platform had 1.8 million active diners, 46,500 Daily Average Grubs and generated $113.6 million in Gross Food Sales during the three months ended June 30, 2013. During the six months ended June 30, 2013, the GrubHub Platform had 1.8 million active diners, 46,400 Daily Average Grubs and generated $225.3 million in Gross Food Sales.
Organic growth was due primarily to increased product and brand awareness by diners, better restaurant choices for diners in the Company's markets and the growth of the Company's mobile applications, which allow diners to order takeout through the platform using their mobile devices.
The Company periodically provides incentive offers to restaurants and diners to use its platform. These promotions are generally cash credits to be applied against purchases. These incentive offers are recorded as reductions in revenues, generally on the date the corresponding revenue is recorded.
The Company generates a small amount of revenues directly from companies that participate in its corporate ordering program and by selling advertising on allmenus.com and MenuPages websites to third parties. The Company does not anticipate that corporate fees or advertising will generate a significant portion of its revenues in the foreseeable future.
Costs and Expenses
Sales and marketing expenses consist of salaries, commissions, benefits, stock-based compensation expense and bonuses for restaurant sales, restaurant sales support and marketing employees and contractors. Sales and marketing expenses also contain advertising expenses including search engine marketing, television, online display, media and other programs and facilities costs allocated on a headcount basis.
Operations and support expenses consist of salaries and benefits, stock-based compensation expense and bonuses for salaried employees and contractors engaged in customer service and operations. Operations and support expenses also include payment processing costs for diner orders, costs of uploading and maintaining restaurant menu content, communications costs related to orders and facilities costs allocated on a headcount basis.
Technology (exclusive of amortization) expenses consist of salaries and benefits, stock-based compensation expense and bonuses for salaried employees and contractors engaged in the design, development, maintenance and testing of the Company's platform, including its websites, mobile applications and other products. Technology expenses also include facilities costs allocated on a headcount basis but do not include amortization of capitalized website and software development costs.
General and administrative expenses consist of salaries, benefits, stock-based compensation expense and bonuses for executive, finance, accounting, legal, human resources and administrative support. General and administrative expenses also include legal, accounting, other third-party professional services, other miscellaneous expenses and facilities costs allocated on a headcount basis.
Depreciation and amortization expenses primarily consist of amortization of purchased intangibles from the Merger and depreciation of computer equipment, furniture and fixtures, leasehold improvements and capitalized website and software development costs.
Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions, deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and the realization of net operating loss carryforwards.
Three Months Ended June 30, 2014 and 2013
The following table sets forth the Company's results of operations for the three months ended June 30, 2014 as compared to the same period in the prior year presented in dollars and as a percentage of revenues:
$ Change
(in thousands, except percentages)
Total costs and expenses(a)


Thomas J. Coyne, an attorney with Thompson Hine LLP in Cleveland, Ohio, helps clients address Real Estate: Business situations.
He received legal training from University of Notre Dame Law School. He graduated from law school in 1985. Thomas Coyne became licensed to practice law in 1985.
Thomas Coyne was selected to Super Lawyers. The designation means that he is a top-rated attorney as recognized by peers. He was selected to Super Lawyers for 2004 - 2019.


Melt 1 rounded Tablespoon coconut oil over low heat in a saucepan then add to above mixture and blend again.
Add extra oats if necessary and keep blending until the consistency is dough-like and will hold its shape.
Taste the mixture to see if it needs a little more lemon flavor.
Add more lemon juice if necessary.
Using a spatula, scrape mixture into a small bowl or freezer-safe container.
Refrigerate or freeze for 10 -20 minutes.
When mixture is chilled, use a melon baller, teaspoon or other small scoop and make 1 inch balls.
Optional Step: Roll balls in coconut to complete.
The coconut adds a great effect to mimic snowballs for a fun winter treat and helps the balls feel less gooey to the touch.


From bacteria to vertebrates, life — as we know it today — relies on complex molecular interactions, the intricacies of which science has not fully untangled. But for all its complexity, life always requires two essential abilities. Organisms need to preserve their genetic information and reproduce.
In our own cells, these tasks are assigned to specialized molecules. DNA, of course, is the memory store. The information it encodes is expressed into proteins via messenger RNAs.Transcription (the synthesis of mRNAs from DNA) and translation (the synthesis of proteins from mRNAs) are catalyzed by polymerases necessary to speed up the chemical reactions.
It is unlikely that life started that way, with such a refined division of labor. A popular theory for the origin of life, known as the RNA world, posits that life emerged from just one type of molecule: RNAs. Because RNA is made up of base-complementary nucleotides, it can be used as a template for its own reproduction, just like DNA. Since the 1980s, we also know that RNA can act as a self-catalyst. These two superpowers – information storage and self-catalysis – make it a good candidate for the title of the first spark of life on earth.
The RNA-world theory has yet to meet with empirical evidence, but laboratory experiments have shown that self-preserving and self-reproducing RNA systems can be created in vitro. Little is known, however, about the dynamics that governed pre- and early life. In a recent paper, Yeates et al. (2016) attempt to shed light on this problem by (1) examining how small sets of different RNA sequences can compete for survival and reproduction in the lab and (2) offering a game-theoretical interpretation of the results.
Enzymes play an essential role in life. Without them, the translation of genetic material into proteins — the building blocks of all phenotypic traits — would be impossible. That fact, however, poses a problem for anyone trying to understand how life appeared in the hot, chaotic, bustling molecular "soup" from which it sparked into existence some 4 billion years ago.
Throw a handful of self-replicating organic molecules into a glass of warm water, then shake it well. In this thoroughly mixed medium, molecules that help other molecules replicate faster –- i.e. enzymes or analogues thereof — do so at their own expense and, by virtue of natural selection, must sooner or later go extinct. But now suppose that little pockets or "vesicles" form inside the glass by some abiotic process, encapsulating the molecules into isolated groups. Suppose further that, once these vesicles reach a certain size, they can split and give birth to "children" vesicles — again, by some purely physical, abiotic process. What you now have is a recipe for group selection potentially favorable to the persistence of catalytic molecules. While less fit individually, catalysts favor the group to which they belong.
This gives rise to a conflict opposing (1) within-group selection against "altruistic" traits and (2) between-group selection for such traits. In other words, enzymes and abiotic vesicles make an evolutionary game theory favourite — a social dilemma.
Did group selection play a role in the evolution of plasmid endosymbiosis?
Bacterial plasmids are nucleotide sequences floating in the cytoplasm of bacteria. These molecules replicate independently from the main chromosomal DNA and are not essential to the survival or replication of their host. Plasmids are thought to be part of the bacterial domain's mobilome (for overview, see Siefert, 2009), a sort of genetic commonwealth which most, if not all, bacterial cells can pull from, incorporate and express. Plasmids can replicate inside a host and then move to another cell via horizontal genetic transfer (HGT), a term denoting various mechanism of incorporation of exogenous genetic material.
This Tuesday, I gave the second of two presentations for the EGT Reading group, both focused on the theory of group selection. Though I am currently working outside of academia, it has been a pleasure to pursue my interests in ecology, and our group discussions have proven to be both enjoyable and challenging.
The second presentation [pdf] is a review of a paper by Paulsson (2002). That paper presents an interesting case of multi-level (group) selection, where the "individuals" are plasmids – self-replicating gene clusters in the cytoplasm of procaryotes – and the "groups" are the plasmid-hosting cells. It's a nice illustration of the basic dilemma that drives group selection. Inside a cell, plasmids which replicate faster have an advantage over their cell mates. But cells in which plasmids replicate too fast grow slower. Thus, at the level of individuals selfishness is favored, but at the level of groups altruism is favored. Paulsson's paper explains the mechanisms of plasmid replication control; sketches up models of intra- and inter-cellular selection gradients; and explains how conflicts between individual- and group-selection are resolved by plasmids. He also considers a third level of selection on lineages, but both Artem and I were confused about what exactly Paulsson meant.


As a base I used one coat of Marks & Spencer gold nail polish. It's really beautiful and sparkling gold.
For the holly leaves I used green acrylic paint and for berries I used Orly Crawford's Wine.
On both of the thumbs I put red and green rhinestones.
Very pretty! Love the gems!
These are so pretty! Love your thumb!
That's so cute!! That's funny too because I was thinking of doing a mani almost exactly like that, except I was gonna do the holly near the tips instead! LOL but then I decided to change my mind!
Beautiful Mani! Merry christmas Sandra!
Awww, how awesome! Such a great Christmas manicure! I hope you had a wonderful holiday..


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'I don't know how you can ignore that call.' Neighbors join together to protect their water
Hart Fowler 15 Sep 18
EnvironmentGo OutsideNewswire0 Comments
You know the stream you can just make out rippling through the treeline at the edge of your property? The one that the neighborhood kids make small rock dams in, sometimes racing leaves and sticks through miniature whitewater rapids.
Or that creak that crosses the trail at the perfect resting point on your favorite hike with the wooden footbridge over it that looks old enough to be built by John Muir himself.
Or the narrow river where you navigate the banks with fly-rod in hand looking for that pool you know provided you with two nice-sized rainbows that you brought home for Sunday dinner around this time last year.
Now imagine looking down on these streams on the perfect summer sunny day, and what was once water so clear you might not notice it was there were if not for the babbling sounds and shimmering reflections, was the color of chocolate milk, the brown color of floodwater though it hadn't rained for days.
In the tight-knit communities of Appalachia, you would ask your neighbor about it. And once you deduced the muddiness may be coming from the construction of the Mountain Valley Pipeline upstream, the one that promised minimal effects on the mountain streams it traverses, you would ask what can we do about this?
That is how the Mountain Valley Watch began. One neighbor asking another what can be done about this?
In 2017, Jason Shelton was asked that question by his neighbors, and as an engineer with expertise in mapping technologies who sometimes uses drones to measure the vegetative health of specialty crops such as wineries and hop-yards, he heeded the call and took action.
"I don't know how you can ignore that call as a professional in your community", said Shelton.
He began by reaching out to Kirk Bowers of the Virginia Sierra Club, and Rick Shingles and Russell Chisolm of Preserve Giles County, one of several local groups fighting pipelines under the larger Protect Our Water Heritage Rights group that has battled MVP for the four years since its inception. POWHR has challenged MVP every step of the way through the regulatory process, and now that construction has began, through civil disobedience using methods with activists tree-sitting and a chaining themselves to construction equipment.
They also are monitoring potential water violations and this is where Shelton could help.
He offered to build a mapping tool that would show detailed and accurate information about the route and its impacts on communities.
They joined forces and became the Mountain Valley Watch, enlisting and training a multiple county-wide neighborhood watch of landowners and volunteers, documenting and reporting any possible malfeasance on the part of the pipeline.
Their main focus being the stormwater mitigation measures. With the pipeline's swath being 50 feet when completed and up to 150 feet during construction, runoff during storms can unnaturally muddy the surrounding creeks and streams, eroding soil, destroying ecosystems and causing property damage. The pipeline argues their measures can help to counterattack runoff, the Mountain Valley Watch has found otherwise.
They document their findings using a smartphone survey app that collects descriptions, photographs, all with a gps tag that allows Shelton and Chisolm to corroborate and gather on their website Newrivergeographics.com. Shelton and Chisolm also monitor the reports using drones that can show the bigger picture using hi-resolution video imaging from above. Alleged violations are then sent to the Virginia Department of Environmental Quality for possible investigation.
Mountain Valley Watch is but one the newest brigades in the activist army battling the pipeline.
An unprecedented 13,000 written comments were sent to the VDEQ prior to the public hearing by the State Water Board on August 21 to decide if they would reconsider the permit that allows the pipeline to run on the bottoms of roughly 500 streams and wetlands of Virginia.
Shelton was on hand representing MVW, which contributed a 34 page report documenting their findings to date
The State Water Board ruled 4-3 against reconsidering after a raucous four-hour meeting was nearly adjourned due to heckling by the 200 or so in attendance aimed at the board members and the Virginia Department of Environmental Quality.
If the board had ruled to reconsider the permit, it would have led to a more a comprehensive study of the impacts, slowing construction of the pipeline even further than the August 3 ruling by the Federal Energy Regulation Committee that ordered construction halted until further review on the 3.6 miles running through Jefferson National Forest due to similar concerns.
A little over a week after the water board ruling, and a month after they stopped construction on the pipeline, federal regulators ruled to allow construction to resume on the pipeline.
"I'm encouraged by the efforts of three of the seven Water Control Board members to revoke these pipeline permits and the work of all of these volunteers led to the board to push for stricter enforcement from DEQ," Chisolm wrote in an email.
"Those of us who rely on private wells and springs will continue to fight to protect the watershed for everyone downstream and I'm proud to serve my community in this way."
The Mountain Valley Watch, which began with one neighbor asking another what can be done, has brought a sophisticated vigilance in the monitoring of malfeasance by the pipeline. And will continue their efforts filing well-documented suspected violations to those streams that run through our backyards and trails and fishing holes as long they are being muddied by unnatural runoff.
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"Whatever you do to the land will come back to you."
Shannon McGowan 16 Jul 19
Rise of the Local Park
Wally Smith 25 Jun 19

redpajama_set_name: RedPajamaCommonCrawl


A man who was using a ride-sharing app to get home was abducted when a car matching his ride pulled up instead of the car he requested on Saturday.
The man realized he had climbed into a car that he did not request when he saw three other men in the car. As the car drove out of the parking lot on Dranesville Road around 2 a.m., one of the men hit the victim several times and stole his phone, wallet, and passport.
The victim was then pushed out of the car in a cul-de-sac. His injuries were not life-threatening and the investigation is ongoing.
A two-alarm fire that injured four people and displaced three residents Saturday evening was caused by a spark from a toaster, according to the Fairfax County Fire and Rescue Department.
The fire happened in apartments on the 1600 block of Becontree Lane. Four people were taken to the hospital with injuries that were not life-threatening.
Two residents were at home at the time of the fire. One resident evacuated from the house when she saw flames coming from the toaster in the kitchen. Local emergency crews arrived on the scene at around 5:30 p.m.
Crews contained the fire and rescued two occupants from the stairwell from the building. Neighbors had already evacuated another occupant form the building before the fire department arrived.
Fire investigators said the fire was caused by an accident. Three residents displaced by the fire were offered temporary shelter near Forest Edge Elementary School. Red Cross assistance was declined.
Damages are estimated at $150,000. Previous statements from local fire and rescue personnel indicated the fire displaced 30 Reston residents.
Poll: Should Voters Select Six Candidates for the Herndon Town Council Race?
Town of Herndon residents will be asked to select candidates for the Herndon Town Council on the ballot tomorrow. But language on the ballot states that voters are only required to select up to six candidates, leaving voters with the option to select candidates they feel particularly passionate about without filling out all available slots.
The option, which has garnered questions from voters, prompted Town of Herndon Mayor Lisa Merkel to address the issue earlier today. Merkel, who is running unopposed, is backing only four candidates: Jennifer Baker, Bill McKenna, Grace Wolf Cunningham and Joseph Plummer.
There are several ways to look at that. Voting for just the candidates you believe in may make sense in this kind of election when the top six vote getters are the winners. Recent elections have been very close. (Even the Virginia House of Delegates was essentially decided by one vote in one house district!) At times in the past Council seats have been decided by as few as 4 votes. What if you voted for the four or five candidates you really believe in, but then felt like you had to use up your last vote or two, and cast votes for candidates that you weren't 100% behind? And then one of the "second choices" manages to beat one of your top choices by a vote or two? In essence you contributed to your favorite actually losing the seat. Sounds crazy, but it could happen. Food for thought, I guess.
Town of Herndon residents, take the following poll to indicate how you plan to handle the issue on Election Day.
One of the most evolving areas of employment law today is how off-duty social media use is increasingly affecting employees and their employment. One of the most common misconceptions about employee off-duty social media use is that it is somehow protected by law and cannot subject an employee to discipline. In particular, there is a belief that the First Amendment protects speech made outside of work on social media.
This isn't the case. The First Amendment generally does not protect this type of speech for private sector employees and only rarely does for public sector employees.
Some recent examples of the connection between social media and employment have made the news recently. In one example, a private school administrator was placed on suspension for making inappropriate comments to Attorney Michael Avenatti on Twitter. A second example involved a Dean at Catholic University who this week was suspended for making comments about a female complainant related to the Kavanaugh U.S. Senate Supreme Court proceedings on social media.
We have seen similar kinds of social media use issues arise in workplace termination cases far more frequently these days. The use of social media by employees is generally not protected by the First Amendment which only protects individuals from government action, not actions of private employers.
Employees can be terminated for social media speech even if it was created with their private accounts and prepared after work hours. Many companies are increasingly receiving complaints about employees who make threatening or inappropriate comments on Facebook, Twitter or other social media outlets.
As a result, many employers are then taking disciplinary action against these same employees. As the law on social media evolves we may see some protections develop where an employer takes discriminatory action for a post or violates other state and federal laws.
However, right now there is little in the way of protections for employment actions taken due to social media postings.
As easy as it is for an individual to express an inappropriate comment on social media in a moment of frustration it is just as easy for someone who sees the comment to report it to an employer.
In this evolving world of social media and employment law, it is generally a good idea for employees to understand the thin line that exists between posting on social media in a moment of frustration and an employer taking disciplinary action against them.
When facing employment or wrongful termination issues in Virginia it is important to obtain the advice of and representation of an attorney. Our law firm advises and represents individuals in wrongful termination matters in Virginia and other jurisdictions. We can be contacted at www.berrylegal.com or by telephone at 703-668-0070.
Please also visit and like us on our Facebook and Twitter pages.
A cow's lunchtime stroll raised some eyebrows last week when the Black Angus cow, named Hokie, sped off onto a Route 28 exit ramp from her new home in Frying Pan Farm Park in Herndon.
The 1,200-pound heifer, which had been purchased by the park from Virginia Tech just two days before the incident, was under routine quarantine at the farm when she suddenly jumped over a 3.5-foot tall wagon during stall cleaning and bolted through the Herndon area, surprising onlookers as she jumped over guard rails and jersey walls to evade capture.
According to the Fairfax County Park Authority, the help of some "agile" drivers resulted in the capture of the cow on an exit ramp roughly 2.5 miles from the park. Drivers used their cars to help emergency personnel corner the cow on the ramp, with one driver raising his hands on the opposite side of the ramp to prevent Hokie from jumping over the wall.
Help was also lassoed in from the Fairfax County Police Department and the Fairfax County Fire and Rescue Department, who promptly joined in the hot pursuit.
"Thanks to the entire community for coming together to ensure the safe return of our newest cow. Farm staff is working to acclimate Hokie to her new home and have increased security measures to prevent the surprisingly nimble cow from escaping again.
With steady rain expected throughout the day, local emergency personnel are encouraging drivers to avoid flooded roadways at all times.
At around 9:40 a.m. today, a driver evacuated from a car stuck in the 2700 block of Fox Mill Road in Reston.
When units arrived on the scene, the driver had already evacuated from the car. No injuries were reported.
What's Going On This Weekend in Reston?
What's Going On In Reston This Weekend?


History: The MinKwon Center for Community Action is a grassroots, community-action non-profit organization based in Flushing, New York, serving the Korean and Asian American communities. MinKwon, which means "civil rights" in Korean, engages in advocacy and community organizing, provides social services, encourages civic participation, fosters youth empowerment, and supports cultural expression among the Korean community in New York City.The Minkwon Center was originally founded in the Jackson Heights area of Queens as the Young Korean American Service and Education Center (YKASEC) on October 21, 1984 by group of ten young, progressive Korean Americans who saw the need for a community center (madangjip in Korean). One of the few advocacy organizations serving Korean Americans, YKASEC provided information and assistance to vulnerable community members (the elderly, low-income persons, and people with limited English) in accessing basic social services like government benefits, food stamps, and senior housing. With the support of volunteer lawyers from the Asian American Legal Defense and Education Fund (AALDEF), YKASEC started the first legal clinic for Korean Americans in 1984 in order to provide legal advice on issues related to immigration, racial discrimination and violence, along with small business assistance. The organized expanded its reach in 1985, establishing Binari, a cultural performance troupe to encourage the revitalization and preservation of Korean cultural traditions.In the 1990s, a surge in anti-immigrant sentiment, policies hostile to immigrants, and the 1992 Los Angeles riots spurred YKASEC to greater political involvement in the form of grassroots organizing, education, advocacy and political empowerment. One of its largest campaigns was called the "Fix 96" Campaign, which fought to restore recently cut benefits for immigrants like food stamps, and to reverse discriminatory welfare reform policy that had been enacted in 1996. As part of the campaign, YKASEC, which helped found the National Korean American Service & Education Consortium (NAKASEC), delivered hundreds of paper plates signed by protesting Korean American seniors with the message "Our Plates Are Empty" to various members of Congress. In the summer of 1998, food stamps were restored to certain groups of immigrants and NAKASEC's Co-Executive Director Chung-Wha Hong was invited to join President Bill Clinton signing the bill into law.
Recognizing the importance of civic engagement, YKASEC launched its voter registration program in 2004; by October 2010, the organization had registered 50,000 new immigration voters. In the 2000s, YKASEC expanded its civic engagement work to include voter education (bilingual voter guides and community candidate forums), voter mobilization (phone-banking and door-knocking), and voter protection (exit poll surveys and analysis of Korean American and Asian American voters in New York City).After a period of careful consultation and discussion, YKASEC underwent a re-branding process in 2008. After much discussion, it was decided that its new name would be the MinKwon Center for Community Action. In 2009, to better serve the communities in Flushing, the organization began working with Chinese community members and hired Chinese-speaking staff.
The MinKwon Center's current Advocacy and Community Organizing campaigns focus on immigrant rights, workers rights, and tenants rights as well as language access and budget fairness for Asian Pacific Americans. Its Civic Participation program continues to build an informed voter base through voter registration, education, mobilization, research, assistance, and protection. MinKwon's Social Services initiative provides immigrant rights legal services and financial benefit services. Its Youth Empowerment efforts include campaigning for the Dream Act and educational programs to encourage students to be active in their schools and communities. Finally, the organization continues to support Binari, and organizes an annual Lunar New Year festival, Jishin Balpggi to further its cultural mission.
The MinKwon Center continues to collaborate with many immigrant, minority, Asian/Pacific/American, and Korean American organizations in New York, including the New York Immigration Coalition, Korean Community Services of New York (KCS), Chhaya CDC, AALDEF, Queens Legal Services, and the Coalition for Asian American Children & Families (CACF).
Sources: Choi, Steven. Conversation with Daniel Kim and Amita Manghnani. Flushing, New York, November 16, 2010.
MinKwon Center for Community Action. 'Who We Are: Mission Statement." Accessed February 3, 2015. http://www.minkwon.org/whoweare/mission_statement.
MinKwon Center for Community Action. MinKwon Center for Community Action pamphlet. Flushing: MinKwon Center, 2010.
MinKwon Center for Community Action. Broadening Civil Rights Marching for the Future: 26th Annual Gala program. Flushing: MinKwon Center, 2010.
Summary: The MinKwon Center for Community Action Records measure 126.95 linear feet and document the organization's programmatic, advocacy, media relations, and development efforts from 1984-2010.
The largest section measures 46.0 linear feet and documents MinKwon's community organizing and action programs including its tenants, workers, and immigrant rights initiatives. Records related to its tenant rights programs (2005-2010) include documents on foreclosure prevention, tenant laws, and the Low Income Housing Tax Credit Program and are contained in 18.25 linear feet. Documentation of workers compensation and unemployment insurance options for clients, as well as client case files, make up the organization's workers rights related files and measure 14.0 linear feet. The MinKwon Center's immigration rights programs are documented in 9.75 linear feet and consist of client case files and naturalization records. Also included is 11.0 linear feet documenting the organization's participation in rallies and campaigns from 1980-2010, including banners. The MinKwon Center's civic participation (2002-5) records measure 2.25 linear feet.
The organization's media files measure 8.75 linear feet and span the dates 1998-2010. They include clippings from Chinese and Korean community newspapers, such as the Korean Daily, and are in English, Korean, and Chinese. These files also contain events announcements and press releases.
The records also contain visual documentation of the MinKwon Center's efforts. Photographs (some framed), dating from 1986-2010, measure.7.5 linear feet and document the MinKwon Center's history from its earliest days in Jackson Heights to its recent campaign to encourage the passage of the Dream Act. VHS tapes (1985-2006), DVDs, and Hi-8 tapes documenting the MinKwon Center's events including the 1985 Young Koreans United National Conference and 2005 Mayoral forum held by KAAGNY, measure 2.5 linear feet.
The MinKwon Center publications and outreach materials including flyers, newsletters, and factsheets on housing, immigration, and voter registration measure 7.70 linear feet and span from the 1990s-2010. These materials are available in English, Korean, and Chinese.
The organization's development files measure 5.25 linear feet and include grants applications from 2002-2010 and multiple copies of banquet programs (2008-2010) and annual reports (2008-2010). The MinKwon Center's finance files measure 14.0 linear feet and its board-related documents measure 1.5 linear feet.
Books and journals published in English and Korean measure 12.75 linear feet, of which 6.5 linear feet are legal reference texts.
The organization also maintains the files of Young Koreans United (YKU), which document YKU's activities from 1984 to the 1990s and measure 21.0 linear feet.


text:
PO Box 801, Wiscasset, ME 04578
It's My Death
Maine's Death with Dignity History
The Hemlock Society of Maine
For Patients and family
End-of-Life Resources/References
Maine media coverage of the citizen's initiative and legislative efforts included multiple editorial boards in support of the bill. Maine Death with Dignity is grateful for the clear, factual, and thoughtful coverage on this issue through the session and into implementation.
Maine Death with Dignity turns to education, outreach after major legislative win, Beacon, 12/12/2019
Ovarian Cancer survivor finishes ride across the country in Ellsworth, WABI, 10/05/2019
Maine's 'death with dignity' law in effect. Here's how the roll-out is going, WGME, 10/04/2019
MaineHealth issues statement on death with dignity law, VillageSoup, 09/19/2019
Hymanson Proud as Maine Passes "Death with Dignity", Seacoast Online, 6/15/2019
New Maine Law will Allow Terminally Ill Adults to End Their Lives with Medication, Portland Press Herald, 6/12/2019
Governor Mills Signs Death with Dignity Act, Office of the Governor, 6/12/2019
An Editorial: Death with Dignity Through the Eyes of Cindy Willliams, News Center Maine, 6/5/2019
Maine Legislature Gives Final Approval to Death with Dignity Bill, WMTW News 8, 6/4/2019
It's Time for a Death with Dignity Law in Maine, Bangor Daily News, 4/11/2019
Dozens testify on both sides of Maine 'death with dignity' bill, Portland Press Herald, 4/11/2019
Our View: Maine should pass aid-in-dying law, Portland Press Herald, 4/7/2019
Supporters of 'assisted dying' work to get referendum before Maine voters in 2019, Portland Press Herald, 11/1/2018
Dying with Dignity, Part 1, WABI, 5/15/2018
From the Petition Launch Event
Mainers Petition to Get Assisted-Suicide Initiative on Ballot, Maine Public, 4/12/2018
Maine voters could soon decide on Death With Dignity law, NECN/NBC News Center, 4/19/2018
Death W/ Dignity, NECN/NBC News Center, 4/19/2018
Upon registration of the Maine Death with Dignity PAC
Backers push Doctor-Assisted Suicide Measure in Maine, WABI, 1/25/2017
About Maine Death with Dignity
Maine Death with Dignity (formerly known in Maine as It's My Death) is a 501(c)(3) public charity organization providing services, education, and end-of-life advocacy.
A major program of our work is supporting implementation by ensuring that patients, providers, and policy makers in our state have clear and unrestricted access to necessary information about the Maine Death with Dignity Act.
On June 12, 2019, Governor Janet Mills signed LD 1313, the Maine Death with Dignity Act, into law. The law took affect on September 19, 2019.
Subscribe to updates »
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What is Maine Death with Dignity?
Read stories of terminally ill Mainers


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Companies around the world understand the benefits of workplace training. Thames Timber, a lumber company in New Zealand, has a workplace literacy program focused on understanding lean manufacturing principles and practices. Watch Video
Source: ABC Life Literacy Canada
Minas Basin Pulp & Power Company Ltd. (Hantsport, Nova Scotia)
In 1999, the family-owned Minas firm identified the need to improve basic literacy and the standard education level of its employees in order to grow and compete in the market. Working with the Nova Scotia Apprenticeship Training and Skills Development division, Minas targeted the following areas: essential skills for GED preparation/upgrading, document literacy, basic computers, and basic math.
The resulting education program has been an "overwhelming" success—both for the company as well as the employees. The outcomes include unprecedented operating efficiencies, an all-time low absenteeism rate, and a 13-fold reduction in lost time due to accidents.
Source: Centre for Workplace Skills – Best Practices
Trout River Industries (Coleman, Prince Edward Island)
Trout River Industries is a small manufacturing firm based in Coleman, PEI that designs, builds, sells, and services "live bottom truck trailers" for customers in both Canada and abroad. Live bottom truck trailers incorporate a conveyer belt that allows for safer and quicker loading and unloading of cargo thereby meeting a need for more "versatile transport solutions" that have been identified by the trucking industry.
Since building its first trailer in 1999, Trout River Industries has expanded its customer base and developed a reputation for producing safe, high-quality, and multi-functional trailers. Despite its success, the company believed that it could further improve its productivity by investing in employee training and development. In particular, Trout River Industries saw an opportunity to improve the basic literacy and essential skills of its employees which could produce improvements in business performance and provide a foundation for future learning at the company.
In 2009, Trout River Industries initiated a multi-faceted employee learning and education program that has led not only to significant productivity gains and "huge effects on the bottom line," but also national recognition with its receipt of the 2010 Council of the Federation Literacy Award.
Cavendish Farms Learning Centre (Prince Edward Island)
In 2002, Cavendish Farms, "The Potato Specialists," established the Learning Centre, designed originally to facilitate the completion of General Education Development (GED). It has grown to include adult basic literacy and a number of more advanced courses including mathematics, biology, and post-secondary refreshers.
To date, more than 300 employees (40% of the workforce) have participated in programs. As a result, employees have passed academic and corporate exams that enable them to attain full-time employment in general and posted positions. In addition, employees report that as a result of their enhanced capabilities they feel 'more fulfilled,' both personally and professionally.
Allendale Electronics (Lockeport, Nova Scotia)
Since an electronics manufacturer cannot rely on the local community to provide the highly-skilled workers it requires, the company has invested in a learning program that develops raw talent into a competitive, qualified workforce…
… From time to time, Allendale offers a course that focuses on essential skills in the workplace. This course, first offered in 2009, has been a success and management has decided to offer it on an ongoing basis to a broader proportion of employees. The course focuses on employee relations, time management, organizational skills and email etiquette.


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Bethany C. Morrow: The Need For Inclusion In Publishing
Today's guest is Bethany C. Morrow author of MEM releasing in May from Unnamed Press. Bethany graduated from the University of California, Santa Cruz with a BA in Sociology (but took notable detours in the Film and Theatre departments). Following undergrad, she studied Clinical Psychological Research at the University of Wales, in Great Britain before returning to North America to focus on her literary work. Bethany joins host Mindy McGinnis to talk about her query process, as well as writing in a post-election world as a black woman, and the concern that minority authors need to be looking for agents that want to represent them for a long-term career, not just as a response to a trend and whether or not white writers should attempt to write main characters of color, and the difference between that and being inclusive in your writing.
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Phyllophaga darlingtoni är en skalbaggsart som beskrevs av Ivan T. Sanderson 1940. Phyllophaga darlingtoni ingår i släktet Phyllophaga och familjen Melolonthidae. Inga underarter finns listade i Catalogue of Life.

Källor

Skalbaggar
darlingtoni

redpajama_set_name: RedPajamaWikipedia


Hillary is a modern calligrapher, recovering florist and overall creative enthusiast living in Pasadena, CA with her equally talented husband, Graham. If she's not outside enjoying California's finest, you can either catch her working on a project, sipping La Croix or watching a show on Netflix - probably simultaneously.
Thanks for stopping in and be sure to say hi!


Balcones Whiskies Score Big at the 2017 Wizards of Whisky World Whisky Awards!
Waco, TX – The Wizards of Whisky have announced their 2017 winners and Balcones has earned five gold medals for Baby Blue, True Blue 100, '1' Texas Single Malt, Texas Single Malt Rum Cask Finish, and Texas Blue Corn Bourbon.
The Wizards of Whisky World Whisky Awards is designed to highlight smaller distillers around the world apart from the established regions of Canada, Scotland, Kentucky or Japan. The whiskies were judged by a panel of tasting experts from The Whisky Tasting Club's VIP membership over a course of three sessions.
Balcones Baby Blue and '1' Texas Single Malt are currently available in Texas, New York, Connecticut, New Jersey, California, Louisiana, Illinois, North Carolina, Virginia, Washington, D.C., Maryland, Florida, Massachusetts, and Kentucky. Texas Single Malt Rum Cask Finish, True Blue 100 and Texas Blue Corn Bourbon are released seasonally in Texas only.
Last year, Balcones moved from its original distillery in Waco, TX, to a 65,000 square foot historic building just a few blocks away. Equipped with astonishing copper pot stills built by Forsyths of Scotland, Balcones distillers now possess the capability to meet growing demand for their whiskies while allowing for flexibility in experimentation and innovation.


Are you considering purchasing a stairlift in Red House West Virginia for your home? If so, you probably have many questions about finding a stairlift that will best suit your needs. Our Red House stairlift installation technicians are happy to answer any questions you may have, and even schedule a free in-home consultation.
Of course the quickest way to get answers about stairlifts is to simply give us a call!
Do you have a stairlift showroom?
No, we most likely do not have a showroom in your area. However, we can schedule a free consultation with one of our qualified installers who can provide samples and options.
If you are looking for a stairlift for an elderly loved one, or someone who will require assistance navigating stairs for more than six months, it makes more financial sense to purchase, rather than rent a stairlift. Please call us for more information on rental vs. purchase at (304) 278-6784.
What type of stairlift do I need?
This will depend on the layout of your home, whether there is a landing or curved stairwell in place and the length of the current stairwell. Our representatives will be happy to help you choose a stairlift that suits your needs and current architectural style.
Will my stairlift work during a power outage?
Yes, your stairlift will operate with a rechargeable batter. As long as it has been charged, your lift will work even during a power outage.
How long do the batteries on a stairlift last?
Quite a while! You can expect your batteries to function between three and five years.
How long will it take to install a stairlift in my home?
Once you choose Stairlift Company of West Virginia to install a stairlift in your home, it's just a matter of days for the parts to arrive and to get installation scheduled. Once the unit arrives, it can be installed within just one day.
Will my stairlift be covered by Medicare?
It doesn't hurt to ask, and the policy may change, but at the moment, stairlifts are generally not covered by Medicare.
Just call Stairlift Company of West Virginia for immediate assistance!


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est une station du métro de Sapporo au Japon. Elle est située dans l'arrondissement de Higashi à Sapporo.

Situation sur le réseau
La station marque le terminus nord de la ligne Tōhō.

Histoire
La station a été inaugurée le .

Services aux voyageurs

Accès et accueil
La station est ouverte tous les jours.

Desserte
 Ligne Tōhō :
 voies 1 et 2 : direction Fukuzumi

À proximité

Notes et références

Notes

Références

Voir aussi

Article connexe
 Métro de Sapporo

Lien externe
  La station Sakaemachi sur le site du métro de Sapporo

Sakaemachi


Every year the attendance increases, and that's in no small measure due to the families and individuals coming from Maine, New Hampshire, and even Massachusetts. "I always expect some people from Calais, Machias and different parts of Washington County, and it's thrilling to see people from other areas and States emailing me for information and directions," says Scott. The Ganong Nature Park hosts many events annually, and is available for private functions as well. "It is the Fall Fair though that attracts larger groups of people; and is really fun for families. Where else can you bring the kids for entertainment, education, and see up close and personal the benefits of our area?" Another feature for our American friends will be a Civil War Reenactment featuring the 20th Regiment & Maine Volunteers.
Animals and horticulture are a huge part of the Fair, along with the beauty fall brings. The backdrop of all exhibits and activities is the park itself with trails, walkways and stunning vistas of the St Croix River. Come and see the magnificent view of Maine, and the St. Croix Island and International Historic Site. What would a Fair be without community participation? The Rib Masters Competition is an opportunity for local residents to show off their barbequing prowess. To the winner, all the spoils of victory, a fifty-dollar gift certificate from The Super Store in St. Stephen, and of course, bragging rights for a year. A Cupcake Contest is also in the works for those who prefer displaying their skills at dessert making. What makes it so unique is the multiple age group categories. Youth, amateurs and professionals will stand side-by-side allowing the Judges to sample their sweet and delectable delights.
When: Saturday, September 17 - 8:00 a.m. to 6:00 p.m.


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MBA with a concentration in Accounting Online
MBA with a concentration in Data Analytics Online
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MBA with a concentration in Healthcare Administration Online
MBA with a concentration in Human Resources Online
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Home » Degrees » Business » MBA » MBA » Alyssa Moore Goes the Distance at USI With Pair of Business Degrees
Alyssa Moore Goes the Distance at USI With Pair of Business Degrees
Alyssa competes in cross country for USI as an undergraduate
Alyssa Moore came to the University of Southern Indiana to run cross-country and track and earn a degree. By the time she crossed the finish line, she had two.
Moore graduated with a Master of Business Administration from the online program in April 2019. She completed a bachelor's degree in accounting on campus two years earlier.
"I did not know where I wanted to go for my MBA prior to going to USI for undergrad, but I knew that it was something that I wanted to do," Moore said. "I fell in love with the university and the faculty. It was an easy place to stay. I love it so much."
Moore not only competed for the Screaming Eagles, she also served as a tutor, student worker and graduate assistant during her time in Evansville. She continued working on campus while enrolled in the online graduate program.
"Because I love the faculty so much, I was sort of nervous," she said. "I love the camaraderie of being in the classroom with your classmates and instructors. But you still get that sense of community in the online courses, which I loved. The flexibility is a huge benefit.
"I wish I could have done online through undergrad. It was so nice. I work well in the mornings, so I could wake up early and do my coursework before work. You find your niche, your routine and your rhythm."
Moore initially planned to earn a graduate degree to obtain the additional 30 credit hours needed to sit for the Certified Public Accountant Exam.
"I ended up changing career paths, but the MBA is still an excellent fit," she said. "When I was younger, some of my teammates were in the MBA program, which also gave me the confidence to do the program. We were an academically inclined team."
Alyssa with USI faculty members Dr. Mohammed Khayum and Dr. Jack Smothers
Moore grew up in New Albany, Indiana, and earned a scholarship to run for USI. She competed for three years before sustaining an injury that limited her participation during her senior year. She was a four-time Academic All-Great Lakes Valley Conference selection in cross country and still runs 50-60 miles per week.
"When I came to college, it's not that I had no idea what I wanted to do," she said. "I knew I liked business. I quickly took to the accounting courses, but it was the mentoring more than the lessons of the faculty that helped me discover what I really wanted to accomplish. Accounting was always a good fit."
Prior to completing the bachelor's degree, Moore did two corporate audit internships at Vectren, a local energy company.
"I knew from doing internships and talking to friends in the MBA program at the time that it was super valuable and something I wanted to do anyway," she said. "Looking at when everything was offered and everything I was trying to accomplish, I said, 'I think I need the autonomy offered with online scheduling."'
BAN 602: Data Driven Decision Making was one of Moore's favorite courses in the online MBA program.
"There were three faculty members teaching that course," she said. "Data is something that you work with in any industry, so it is super important to be able to analyze and interrogate the data to make informed decisions."
Moore also completed a corporate accounting internship at George Koch Sons, a local engineering company, and she was heavily involved with on-campus organizations while enrolled in the MBA program. Those experiences gave Moore additional insight into the applicability of the curriculum to real-world situations.
"Some of the skills, like with data analytics, you use in research," she said. "With the knowledge, it was so neat to work on a paper and apply some of the concepts we learned in class to the papers and brainstorming. It was really helpful."
Seminole Wind
Building on her academic achievements at USI, Moore will begin a doctoral degree program in accounting at Florida State University this summer. However, she now has her sights set on becoming a college professor.
"I am very passionate about education," she said. "I attribute that to the phenomenal programs and faculty here. They definitely heavily impacted my career goals.
"I want to mimic my mentors and heroes. I want to be a professor at a respected university, produce meaningful research and teach students and impact their lives, like they do here at USI."
Moore's passion for education is infectious. Her aunt, Sara King, and her father, Brian, plan to also enroll in the online MBA program at USI. Her aunt is a project manager based in California.
"My experience in the program has been positive," she said. "I don't have a very good poker face, so my family knew that I loved it. My dad is president of a snow blower company in Michigan. He is a busy man, and I am confident that he can do this and enjoy it and still learn those valuable skills, knowledge and competencies."
Perhaps someday Moore can follow the trail back from Tallahassee to Evansville and teach business at USI. She knows the online MBA program gave her a strong foundation for her future career accomplishments, whatever they may be.
"No matter where you are coming from in life, it is intimidating to take on any new endeavor," she said. "But you will be so thankful, glad and proud that you did the MBA program at USI.
"It is challenging, but it is designed for your success. You are going to get so much out of it. It's worth the time and energy. Don't wait. I had some high expectations, and the program exceeded them all."
Learn more about the USI online MBA program.
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Galentine's Day 'Parks and Recreation' Quizzo & Waffles Coming to Philly!
Got a great gal pal and both of you are a huge fan of Parks and Recreation? Then this event is definitely for you! City Tap House in University City announced they are doing a special "Galentine's Day" quizzo party in honor of the show's fictional February 13th holiday.
The Quizzo is free to attend, but you've gotta register before getting there. The game will start at 9pm, and did we mention there is a Waffle... BAR? City Tap House is in University City at 3925 Walnut Street.


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How Do You React To A Passive, Aggressive Person?
Arun Raj answered
You have to be assertive while dealing with an aggressive or a passive person. An aggressive person is like a tiger; ruthless, intimidating, rude, arrogant and overwhelming. A submissive or a passive person is like a sheep; meek, cowardly, under-confident and nervous. An assertive person is like a horse; resilient, friendly, confident, approachable and having a 'win-win' attitude.
While dealing with an aggressive person, you have to listen to him and patiently let him vent out his anger, frustration. Next you need to empathise with him. When he feels that you understand what he has been through, he will cool down. Immediately assure him that you will take charge of the situation. However it does not signify that you have to agree with everything that he says. What is wrong; is wrong, period. In this situation, you have to let him know why his point of thinking will deliver negative results. Offer him options, and show how each of them can benefit him. Devise a win-win approach or a middle path that will be helpful to you as well as him.
While dealing with a passive person, the most important thing that you have to do as an assertive person is to get him to talk. Motivate him to speak his mind. Let him know that you will not be able to give him the right answer unless he tells you everything without any feeling of insecurity. Again here too, you do not have to give in due to his meekness. You should call a spade, a spade but in a language that is firm, reassuring and clear.
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