DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | |
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Entity Registrant Name | YELP INC | ||
Entity Central Index Key | 1,345,016 | ||
Trading Symbol | YELP | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,076,475,388 | ||
Entity Common Stock, Shares Outstanding | 79,602,606 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 272,201 | $ 171,613 |
Short-term marketable securities | 207,332 | 199,214 |
Accounts receivable (net of allowance for doubtful accounts of $4,992 and $3,208 at December 31, 2016 and December 31, 2015, respectively) | 68,725 | 52,755 |
Prepaid expenses and other current assets | 12,921 | 19,700 |
Total current assets | 561,179 | 443,282 |
Property, equipment and software, net | 92,440 | 80,467 |
Goodwill | 170,667 | 172,197 |
Intangibles, net | 32,611 | 39,294 |
Restricted cash | 17,317 | 16,486 |
Other non-current assets | 10,992 | 3,701 |
Total assets | 885,206 | 755,427 |
Current liabilities: | ||
Accounts payable | 2,003 | 3,388 |
Accrued liabilities | 55,082 | 43,458 |
Deferred revenue | 3,314 | 2,931 |
Total current liabilities | 60,399 | 49,777 |
Long-term liabilities | 17,621 | 12,030 |
Total liabilities | 78,020 | 61,807 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Common stock, $0.000001 par value - 200,000,000 and 500,000,000 shares authorized, 79,429,833 and 75,982,802 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | ||
Additional paid-in capital | 892,983 | 774,022 |
Accumulated other comprehensive loss | (15,576) | (13,519) |
Accumulated deficit | (70,221) | (66,883) |
Total stockholders' equity | 807,186 | 693,620 |
Total liabilities and stockholders' equity | $ 885,206 | $ 755,427 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts | $ 4,992 | $ 3,208 | $ 1,627 | $ 810 |
Common stock, par value | $ 0.000001 | $ 0.000001 | ||
Common stock, shares authorized | 200,000,000 | 500,000,000 | ||
Common stock, shares issued | 79,429,833 | 75,982,802 | ||
Common stock, shares outstanding | 79,429,833 | 75,982,802 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income Statement [Abstract] | ||||
Net revenue | $ 713,069 | $ 549,711 | $ 377,536 | |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 60,363 | 51,015 | 24,382 | |
Sales and marketing | 382,854 | 301,764 | 201,050 | |
Product development | 138,549 | 107,786 | 65,181 | |
General and administrative | 97,481 | 80,866 | 58,274 | |
Depreciation and amortization | 35,346 | 29,604 | 17,590 | |
Restructuring and integration | 3,455 | |||
Total costs and expenses | 718,048 | 571,035 | 366,477 | |
Income (Loss) from operations | (4,979) | (21,324) | 11,059 | |
Other income, net | 1,694 | 386 | 221 | |
Income (Loss) before income taxes | (3,285) | (20,938) | 11,280 | |
Benefit from (Provision for) income taxes | (1,385) | (11,962) | 25,193 | |
Net income (loss) attributable to common stockholders (Class A and B) | $ (4,670) | $ (32,900) | $ 36,473 | |
Net income (loss) per share attributable to common stockholders (Class A and B) | ||||
Basic | $ (0.06) | $ (0.44) | $ 0.51 | |
Diluted | $ (0.06) | $ (0.44) | $ 0.48 | |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders (Class A and B) | ||||
Basic | [1] | 77,186 | 74,683 | 71,936 |
Diluted | [1] | 77,186 | 74,683 | 76,712 |
[1] | The structure of the Company's common stock changed in the year ended December 31, 2016. Refer to Note 14 for details. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (4,670) | $ (32,900) | $ 36,473 |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (2,057) | (7,910) | (8,795) |
Other comprehensive loss | (2,057) | (7,910) | (8,795) |
Comprehensive income (loss) | $ (6,727) | $ (40,810) | $ 27,678 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2013 | $ 553,753 | $ 3,186 | $ (70,456) | $ 486,483 | ||
Balance (shares) at Dec. 31, 2013 | 70,874,493 | |||||
Issuance of common stock upon exercises of employee stock options | 20,164 | 20,164 | ||||
Issuance of common stock upon exercises of employee stock options (shares) | 1,679,654 | |||||
Issuance of common stock upon release of restricted stock units (RSUs) | ||||||
Issuance of common stock upon release of restricted stock units (RSUs) (shares) | 90,656 | |||||
Issuance of common stock for employee stock purchase plan | 8,869 | 8,869 | ||||
Issuance of common stock for employee stock purchase plan (shares) | 279,538 | |||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 44,520 | 44,520 | ||||
Repurchase of common stock from employees | (1,318) | (1,318) | ||||
Repurchase of common stock from employees (shares) | (18,628) | |||||
Issuance of common stock in connection with acquisition of SeatMe, Inc. | ||||||
Issuance of common stock in connection with acquisition of SeatMe, Inc. (shares) | 14,869 | |||||
Excess tax benefit from share-based award activity | 1,754 | 1,754 | ||||
Foreign currency translation adjustment | (8,795) | (8,795) | ||||
Net income (loss) | 36,473 | 36,473 | ||||
Balance at Dec. 31, 2014 | 627,742 | (5,609) | (33,983) | 588,150 | ||
Balance (shares) at Dec. 31, 2014 | 72,920,582 | |||||
Issuance of common stock upon exercises of employee stock options | 12,255 | 12,255 | ||||
Issuance of common stock upon exercises of employee stock options (shares) | 935,143 | |||||
Issuance of common stock upon release of restricted stock units (RSUs) | ||||||
Issuance of common stock upon release of restricted stock units (RSUs) (shares) | 422,981 | |||||
Issuance of common stock for employee stock purchase plan | 8,911 | 8,911 | ||||
Issuance of common stock for employee stock purchase plan (shares) | 312,697 | |||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 63,887 | 63,887 | ||||
Repurchase of common stock from employees | (482) | (482) | ||||
Repurchase of common stock from employees (shares) | (12,022) | |||||
Issuance of common stock in connection with acquisition of SeatMe, Inc. | ||||||
Issuance of common stock in connection with acquisition of SeatMe, Inc. (shares) | 577 | |||||
Issuance of common stock in connection with acquisition of Eat24Hours.com, Inc. | 59,158 | 59,158 | ||||
Issuance of common stock in connection with acquisition of Eat24Hours.com, Inc., shares | 1,402,844 | |||||
Excess tax benefit from share-based award activity | 2,551 | 2,551 | ||||
Foreign currency translation adjustment | (7,910) | (7,910) | ||||
Net income (loss) | (32,900) | (32,900) | ||||
Balance at Dec. 31, 2015 | 774,022 | (13,519) | (66,883) | 693,620 | ||
Balance (shares) at Dec. 31, 2015 | 75,982,802 | |||||
Cumulative effect adjustment upon adoption of ASU 2016-09 at Dec. 31, 2016 | [1] | (1,163) | 1,332 | 169 | ||
Issuance of common stock upon exercises of employee stock options | 20,599 | $ 20,599 | ||||
Issuance of common stock upon exercises of employee stock options (shares) | 1,290,836 | 1,290,205 | ||||
Issuance of common stock upon release of restricted stock units (RSUs) | ||||||
Issuance of common stock upon release of restricted stock units (RSUs) (shares) | 1,814,138 | |||||
Issuance of common stock for employee stock purchase plan | 8,923 | 8,923 | ||||
Issuance of common stock for employee stock purchase plan (shares) | 342,057 | |||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 90,602 | 90,602 | ||||
Foreign currency translation adjustment | (2,057) | (2,057) | ||||
Net income (loss) | (4,670) | (4,670) | ||||
Balance at Dec. 31, 2016 | $ 892,983 | $ (15,576) | $ (70,221) | $ 807,186 | ||
Balance (shares) at Dec. 31, 2016 | 79,429,833 | |||||
[1] | Adopted on a modified retrospective basis; refer to significant accounting policies in Note 2 for details regarding this adoption. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (4,670) | $ (32,900) | $ 36,473 |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 35,346 | 29,604 | 17,590 |
Provision for doubtful accounts and sales returns | 17,261 | 16,788 | 7,238 |
Stock-based compensation | 86,261 | 60,842 | 42,273 |
Recording (release) of valuation allowance | 1,351 | 20,341 | (28,197) |
Loss on disposal of assets | 277 | 213 | 4 |
Premium amortization, net, on marketable securities | 1,348 | 1,190 | 349 |
Excess tax benefit from stock-based award activity | (6,583) | (1,834) | |
Realized gain on investments | (4) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (31,624) | (25,279) | (21,291) |
Prepaid expenses and other assets | 5,687 | (22,703) | (4,011) |
Accounts payable, accrued expenses and other liabilities | 15,278 | 15,894 | 8,927 |
Deferred revenue | 385 | (41) | 411 |
Net cash provided by operating activities | 126,900 | 57,362 | 57,932 |
INVESTING ACTIVITIES: | |||
Purchases of marketable securities | (274,965) | (246,160) | (210,459) |
Maturities of marketable securities | 265,500 | 202,870 | 53,002 |
Purchase of cost-method investment | (8,000) | ||
Acquisition, net of cash received | (73,422) | (14,340) | |
Purchases of property, equipment and software | (22,994) | (31,127) | (29,054) |
Proceeds from sale of property, equipment and software | 88 | 134 | 14 |
Capitalized website and software development costs | (14,191) | (11,734) | (11,349) |
Purchases of intangible assets | (179) | (647) | (1,724) |
Changes in restricted cash | (831) | 1,404 | (14,764) |
Net cash used in investing activities | (55,572) | (158,682) | (228,674) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock for employee stock-based plans | 29,522 | 21,166 | 29,033 |
Excess tax benefit from share-based award activity | 6,583 | 1,834 | |
Repurchase of common stock | (482) | (1,318) | |
Contingent consideration payment | (825) | ||
Net cash provided by financing activities | 29,522 | 26,442 | 29,549 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (262) | (821) | (1,259) |
CHANGE IN CASH AND CASH EQUIVALENTS | 100,588 | (75,699) | (142,452) |
CASH AND CASH EQUIVALENTS-Beginning of period | 171,613 | 247,312 | 389,764 |
CASH AND CASH EQUIVALENTS-End of period | 272,201 | 171,613 | 247,312 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||
Cash paid for income taxes, net of refunds | 813 | 352 | 1,972 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | 989 | 2,233 | 6,543 |
Goodwill measurement period adjustment | 146 | (255) | |
Contingent consideration related to acquisitions | (835) | ||
Issuance of Common Stock in Connection with Acquisition | $ 59,158 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Yelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such as the Company and Yelp in these Notes to Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries. Yelp connects people with great local businesses by bringing word of mouth online and providing a platform for businesses and consumers to engage and transact. Yelps platform is transforming the way people discover local businesses; every day, millions of consumers visit its website or use its mobile app to find great local businesses to meet their everyday needs. Businesses of all sizes use the Yelp platform to engage with consumers at the critical moment when they are deciding where to spend their money. The Company consists of Yelp Inc. and 15 wholly-owned entities. Yelp UK Ltd was incorporated on December 1, 2008, Darwin Social Marketing Inc. was incorporated on February 24, 2009, Yelp Ireland Limited was incorporated on May 31, 2010, Yelp Ireland Holding Company Limited was incorporated on June 16, 2010, Yelp France SAS was incorporated on July 8, 2010, Yelp Italia S.r.l. was incorporated on June 27, 2011, Yelp Australia Pty. Ltd was incorporated on August 9, 2011, Yelp Spain, S.L. was incorporated on May 4, 2012, Yelp Singapore PTE Ltd was incorporated on June 15, 2012, Yelp Brazil Serviços de Marketing Ltda. was incorporated on May 29, 2013, Yelp Japan, G.K. was incorporated on September 20, 2013 and Darwin Sweden AB was incorporated on September 4, 2014. Yelp GmbH (formerly Qype GmbH) and Qype SARL (collectively, Qype) were acquired on October 23, 2012. Eat24, LLC (the successor to Eat24Hours.com, Inc.) (Eat24) was acquired on February 9, 2015 (see Note 5). The financial results of these subsidiaries are included within the consolidated financial statements of the Company presented herein. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. Certain Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Companys management believes that changes in any of the following areas could have a significant negative impact on the Company in terms of its future financial position, results of operations or cash flows: rates of revenue growth; traffic to the Companys websites and mobile applications and the number of reviews and advertisers they attract; reliance on search engines and the placement and prominence in results rankings; the quality and reliability of reviews; scaling and adaptation of existing technology and network infrastructure; management of the Companys growth; expansion of Yelp communities; protection of the Companys brand, reputation and intellectual property; industry competition; qualified employees and key personnel; intellectual property infringement and other claims; and changes in government regulation affecting the Companys business, among other things. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Companys consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from managements estimates. Foreign Currency Translation The consolidated financial statements of the Companys foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders equity. Cash and Cash Equivalents The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash and cash equivalents primarily consist of amounts held in interest-bearing money market funds that were readily convertible to cash. The fair value of cash and cash equivalents approximates their carrying value. Marketable Securities The Company determines the classification of its marketable securities at the time of purchase and re-evaluates these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, and is included in interest income. Held-to-maturity securities with less than one year to maturity are included in short-term marketable securities. All other held-to-maturity securities are classified as long-term securities. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure of each investment. Credit risk with respect to accounts receivable is dispersed due to the Companys large number of customers. In addition, the Companys credit risk is mitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. When new information becomes available to indicate that the estimate provided for the allowance was incorrect, an adjustment, which is considered a change in the estimate, is made. The carrying value of accounts receivable approximates their fair value. As of December 31, 2016, 2015 and 2014, there were no customers that accounted for more than 10% of total accounts receivable. The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2015 2014 Allowance for doubtful accounts: Balance, beginning of period $ 3,208 $ 1,627 $ 810 Add: bad debt expense 15,913 10,271 6,369 Less: write-offs, net of recoveries (14,129 ) (8,690 ) (5,552 ) Balance, end of period $ 4,992 $ 3,208 $ 1,627 Property, Equipment and Software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to five years. Leasehold improvements are amortized over the shorter of the lease term or 10 years. Website and Internal-Use Software Development Costs Costs related to website and internal-use software are primarily related to the Companys website, including support systems. The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. The Company capitalized $19.2 million, $14.7 million and $13.9 million in website and internal-use software costs during the years ended December 31, 2016, 2015 and 2014, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expense related to website and internal-use software was $12.3 million, $8.4 million and $4.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company wrote off $0.1 million, $0.1 million and $0.0 million of website and internal-use software costs in the years ended December 31, 2016, 2015 and 2014, respectively. The retirements were related to obsolete projects no longer supported by the Company. The loss on disposition of the projects has been included in depreciation and amortization expense in the Companys consolidated statements of operations. Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Companys consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is reviewed at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of its single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test under the authoritative guidance issued by the Financial Accounting Standards Board (FASB). If the Company determines that it is more likely than not that its fair value is less than the carrying amount, or opts not to perform a qualitative assessment, then the two-step goodwill impairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment charges have been recorded to date. Intangible Assets Intangible assets include acquired intangible assets identified through business combinations, which are carried at fair value less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the assets, generally two years to 12 years. The Company reviews amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. No impairment charges have been recorded to date. Cost-Method Investments Nonmarketable equity investments, that the Company has determined do not meet the criteria for accounting under the equity method of accounting, are accounted for using the cost method of accounting and classified as Other non-current assets on the consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The carrying amount of investments is reviewed if events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Revenue Recognition The Company generates revenue from its advertising products, transactions, other services and, through the end of 2015, brand advertising. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, service has been provided to the customer, the amount to be paid by the customer is fixed or determinable, and collection is reasonably assured. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the requisite service period. Advertising . The Company generates advertising revenue primarily through the display of advertising products on its website and mobile app. These arrangements are evidenced by either written or electronic acceptance of an agreement that stipulates the types of advertising to be delivered, the timing and pricing. Performance-based advertising placements are priced on a cost-per-click basis through an auction, while impression-based ads are delivered pursuant to fixed monthly fee advertising plans. The Company recognizes revenue from the delivery of performance-based ads in the period of delivery and from the delivery of impression-based ads ratably over the service period, in each case net of customer discounts. The Company also generates advertising revenue through indirect sales of advertising products, such as through reseller agreements that allow partners to sell Yelp Branded Profiles to their clients and the monetization of remnant advertising inventory through third-party ad networks. Transactions . The Company generates transactions revenue from Yelp Eat24, revenue-sharing partner arrangements and the sale of vouchers through the Companys Yelp Deals and Gift Certificates. Yelp Eat24 generates revenue through arrangements with restaurants, in which restaurants pay a commission percentage fee on orders placed through the Yelp Eat24 platform. The Company records revenue associated with Yelp Eat24 transactions on a net basis. Yelp Platform partnerships provide consumers with the ability to complete food delivery and other transactions through third parties directly on Yelp. The Company earns a fee on Platform partnerships for acting as an agent for these transactions, which it record on a net basis and include in revenue upon completion of a transaction. Yelp Deals allow merchants to promote themselves and offer discounted goods and services on a real-time basis to consumers directly on the Companys website and mobile app. The Company earns a fee on Yelp Deals for acting as an agent in these transactions, which are recorded on a net basis and included in revenue upon sale of the deal. The Company records a sales allowance for potential Yelp Deals refunds based on the Companys estimate of future refunds. Gift Certificates allow merchants to sell full-priced gift certificates directly to consumers through their business listing pages. The Company earns a fee based on the amount of the Gift Certificate sold, which it records on a net basis and includes in revenue upon a consumers purchase of the Gift Certificate. Brand Advertising. Through the end of 2015, the Company generated brand advertising revenue through the sale of graphic and text display advertisements on its website. The Company recognized revenue from the sale of impression-based advertisements on its online network in the period in which the advertisements (impressions) were delivered, net of customer discounts. The Company also generated brand revenue from fixed-price brand sponsorships that were recognized ratably over the service period. The arrangements were evidenced by insertion orders or contracts that stipulate the types of advertising delivered and the pricing. Other Services . The Company generates other revenue through subscription services, such as sales of monthly subscriptions to its Yelp Reservations product, licensing payments for access to Yelp data and other non-advertising, non-transaction partnerships. Subscription revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the service is made available to customers. Multiple Element Arrangements . The Company enters into arrangements with its customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another. The Company allocates arrangement consideration in multiple-deliverable arrangements at the inception of the arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (VSOE), if available; (2) third-party evidence (TPE), if VSOE is not available; and (3) best estimate of selling price (BESP), if neither VSOE nor TPE is available. VSOEThe Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrow price range; however, the Company has not historically sold a large volume of advertising products on a standalone basis. As a result, the Company has not been able to establish VSOE for any of its advertising products. TPEWhen VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Companys go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services selling prices are on a standalone basis. As a result, the Company has not been able to establish selling price based on TPE. BESPWhen it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally used to allocate the selling price to deliverables in the Companys multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company will regularly review BESP. Changes in assumptions or judgments or changes to elements in the arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period. The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met. Cost of Revenue The Companys cost of revenue primarily consists of credit card processing fees, web hosting, salaries, benefits and stock-based compensation expense for its infrastructure teams related to operating the Companys website and mobile app. It also includes food delivery related costs as well as creative design for brand advertising and video production expenses. All costs are expensed when incurred. Stock-Based Compensation The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units and issuances under its 2012 Employee Stock Purchase Plan, as amended (ESPP), to be measured based on the grant-date fair value of the awards. Prior to January 1, 2016, stock-based compensation expense was recorded net of estimated forfeitures in the Companys consolidated statements of income (loss) and, accordingly, was recorded for only those stock-based awards that the Company expected to vest. The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances, if any. The Company revised its estimated forfeiture rate if actual forfeitures differed from its initial estimates. Effective as of January 1, 2016, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09, CompensationStock Compensation (Topic 718) (ASU 2016-09) to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings of $1.1 million (which reduced the accumulated deficit) as of January 1, 2016. No prior periods were recast as a result of this change in accounting policy. Advertising Expenses Advertising costs are expensed in the period in which the advertising takes place. Costs of producing advertising are expensed in the period in which production takes place. Total advertising expenses incurred were $46.9 million, $30.9 million and $8.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Specifically, it includes foreign currency translation adjustments. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09, which eliminated the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase in paid in capital. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1, 2016, the start of the year in which the Company early adopted ASU 2016-09. The U.S. federal and state net operating losses and credits recognized as of January 1, 2016, as described above, have been offset by a valuation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (which reduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity in the same manner as other cash flows related to income taxes on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. Employee Benefit Plan The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation up to a maximum annual amount set by the Internal Revenue Service (IRS). Employer contributions under this plan were $3.8 million, $2.9 million and $1.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. Recent Accounting Pronouncements Not Yet Effective In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. In December 2016, the FASB issued guidance on Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The new revenue standard may be applied retrospectively to each prior period presented " full retrospective modified retrospective In January 2016, FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10) (ASU 2016-01). The new standard provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In August 2016, FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Subtopic 230) (ASU 2016-15). The new guidance provides clarity around the cash flow classification for specific issues in an effort to reduce the current and potential future diversity in practice. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements. In November 2016, FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Subtopic 230) (ASU 2016-18). The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-18 on its consolidated financial statements. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS The Companys investments in money market accounts are recorded as cash equivalents at fair value in the consolidated financial statements. All other financial instruments are classified as held-to-maturity investments and, accordingly, are recorded at amortized cost; however, the Company is required to determine the fair value of these investments on a recurring basis to identify any potential impairment. The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: Level 1 Observable inputs, such as quoted prices in active markets, Level 2 Inputs other than quoted prices in active markets that are observable either directly or indirectly, or Level 3 Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fair value. The Companys money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Companys commercial paper, corporate bonds, agency bonds and agency discount notes are classified within Level 2 of the fair value hierarchy because they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly. The following table represents the Companys financial instruments measured at fair value as of December 31, 2016 and December 31, 2015 (in thousands): December 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 152,423 $ - $ - $ 152,423 $ 86,660 $ - $ - $ 86,660 Agency bonds - - - - - 4,999 - 4,999 Marketable Securities: Commercial paper - 45,894 - 45,894 - 36,981 - 36,981 Corporate bonds - 9,006 - 9,006 - 18,024 - 18,024 Agency bonds - 152,394 - 152,394 - 132,102 - 132,102 Agency discount notes - - - - - 11,986 - 11,986 Total cash equivalents and marketable securities $ 152,423 $ 207,294 $ - $ 359,717 $ 86,660 $ 204,092 $ - $ 290,752 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | 4. MARKETABLE SECURITIES The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of December 31, 2016 and December 31, 2015 were as follows (in thousands): As of December 31, 2016 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 45,894 $ - $ - $ 45,894 Corporate bonds 9,009 - (3 ) 9,006 Agency bonds 152,429 18 (53 ) 152,394 Total marketable securities $ 207,332 $ 18 $ (56 ) $ 207,294 As of December 31, 2015 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 36,981 $ - $ - $ 36,981 Corporate bonds 18,027 2 (5 ) 18,024 Agency bonds 132,224 - (122 ) 132,102 Agency discount notes 11,982 4 - 11,986 Total marketable securities $ 199,214 $ 6 $ (127 ) $ 199,093 The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2016 and December 31, 2015, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): As of December 31, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 8,006 $ (3 ) $ - $ - $ 8,006 $ (3 ) Agency bonds 92,018 (53 ) - - 92,018 (53 ) Total $ 100,024 $ (56 ) $ - $ - $ 100,024 $ (56 ) As of December 31, 2015 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 10,021 $ (5 ) $ - $ - $ 10,021 $ (5 ) Agency bonds 127,102 (122 ) - - 127,102 (122 ) Total $ 137,123 $ (127 ) $ - $ - $ 137,123 $ (127 ) The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration, severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of credit losses. During the three months and year ended December 31, 2016, the Company did not recognize any other-than-temporary impairment loss. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 5. ACQUISITIONS 2015 Acquisition On February 9, 2015, the Company acquired Eat24Hours.com, Inc. In connection with the acquisition, all of the outstanding capital stock of Eat24 was converted into the right to receive an aggregate of approximately $75.0 million in cash, less certain transaction expenses, and 1,402,844 shares of Yelp Class A common stock with an aggregate fair value of approximately $59.2 million, as determined on the basis of the closing market price of the Companys Class A common stock on the acquisition date. Of the total consideration paid in connection with the acquisition, $16.5 million in cash and 308,626 shares were initially held in escrow to secure indemnification obligations. The balance remaining in the escrow fund was $3.4 million in cash as of December 31, 2016. The key purpose underlying the acquisition was to obtain an online food ordering solution to drive daily engagement in the Companys key restaurant vertical. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (ASC 805), with the results of Eat24s operations included in the Companys consolidated financial statements from February 9, 2015. The initial purchase price allocation was as follows (in thousands): February 9, 2015 Fair value of purchase consideration: Cash: Distributed to Eat24 stockholders $ 56,624 Held in escrow account 16,500 Payable on behalf of Eat24 stockholders 1,876 Total cash 75,000 Class A common stock: Distributed to Eat24 stockholders 46,143 Held in escrow account 13,015 Total purchase consideration $ 134,158 Fair value of net assets acquired: Cash and cash equivalents $ 1,578 Intangibles 39,600 Goodwill 110,927 Other assets 6,031 Total assets acquired 158,136 Deferred tax liability (15,207 ) Other liabilities (8,771 ) Total liabilities assumed (23,978 ) Net assets acquired $ 134,158 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows: Intangible Asset Type Amount Assigned Useful Life Restaurant relationships $ 17,400 12.0 years Developed technology $ 7,400 5.0 years User relationships $ 12,000 7.0 years Trade name $ 2,800 4.0 years Weighted average 8.6 years The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from the Companys opportunity to drive daily engagement in its restaurant vertical and potentially expand Eat24s offering to the U.S. restaurants listed on the Companys platform. None of the goodwill is deductible for tax purposes. The Company recorded no acquisition-related costs for the year ended December 31, 2016 and $0.2 million in acquisition-related costs in the year ended December 31, 2015, which were included in the general and administrative expense in the accompanying consolidated statements of operations. The consolidated statements of operations for the year ended December 31, 2015 include $39.2 million of revenue attributable to Eat24. 2014 Acquisitions In October 2014, the Company, through its wholly-owned subsidiary, Yelp Ireland Ltd., acquired all of the outstanding equity interests in Cityvox SAS. Also in October 2014, the Company, through its wholly-owned subsidiaries Yelp Ireland Ltd. and Qype GmbH, acquired the assets comprising the business conducted under the name Restaurant Kritik from Kabukiman Ltd. The aggregate purchase price of these businesses was $15.3 million, net of $0.1 million cash acquired; the purchase price did not include stock in either transaction. Each of these acquisitions has been accounted for as a business combination in accordance with ASC 805, under the acquisition method. Accordingly, the aggregate purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition dates, and is subject to adjustment based on the purchase price adjustment provisions contained in the acquisition agreements. The results of operations of the acquired companies have been included in the Companys consolidated financial statements from the respective acquisition dates. Net revenues, earnings since the acquisition and pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate. During the three months ended December 31, 2014, the Company recorded acquisition-related transaction costs of $0.6 million, which were included in general and administrative expense. Under the Restaurant Kritik asset purchase agreement, the Company agreed to pay an additional €0.8 million ($0.9 million at the acquisition date) in consideration if the migration of Restaurant Kritiks content to Yelp was completed within one year of the acquisition date. The estimated fair value of the contingent consideration was approximately $0.8 million as of the acquisition date and the Company paid $0.8 million in the three months ended December 31, 2015 in satisfaction of this liability. The following table presents the aggregate purchase price allocations of these individually immaterial acquisitions recorded in the Companys consolidated balance sheets of their acquisition dates (in thousands): Net tangible assets $ (277 ) Goodwill 13,995 Intangible assets 1,546 Total purchase price (excluding contingent consideration) 15,264 Contingent consideration 826 Total purchase price $ 16,090 Estimated useful lives as of the acquisition dates of the intangible assets acquired are as follows: Intangible Type Useful Life Content 5.0 years Developed technology 0.5 years Trade name 2.0 years Weighted average 4.3 years The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill represents the excess value over both tangible and intangible assets acquired. The goodwill in these transactions is primarily attributable to traffic and the opportunity for expansion. None of the goodwill is deductible for tax purposes. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | 6. CASH AND CASH EQUIVALENTS Cash and cash equivalents as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Cash and cash equivalents Cash $ 119,778 $ 79,954 Money market funds 152,423 91,659 Total cash and cash equivalents $ 272,201 $ 171,613 The lease agreements for certain of the Companys offices require the Company to maintain letters of credit issued to the landlords of each facility. Each letter of credit is subject to renewal annually until the applicable lease expires and is collateralized by restricted cash. As of December 31, 2016 and 2015, the Company had letters of credit totaling $17.3 million and $16.5 million, respectively, related to such leases, which are classified as restricted cash. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 7. PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Computer equipment $ 28,551 $ 26,004 Software 1,079 1,213 Capitalized website and internal-use software development costs 61,515 42,320 Furniture and fixtures 14,162 10,771 Leasehold improvements 60,101 47,552 Telecommunication 3,457 2,970 Total 168,865 130,830 Less accumulated depreciation (76,425 ) (50,363 ) Property, equipment and software, net $ 92,440 $ 80,467 Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was approximately $28.5 million, $23.0 million and $14.3 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 8. GOODWILL AND INTANGIBLE ASSETS The Companys goodwill is the result of its acquisitions of other businesses, and represents the excess of purchase consideration over the fair value of assets and liabilities acquired. The Company performed its annual goodwill impairment analysis during the three months ended September 30, 2016 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. Goodwill as of December 31, 2016 and 2015, and changes in the carrying amount of goodwill during the years ended December 31, 2016 and 2015, were as follows (in thousands): Balance as of December 31, 2014 $ 67,307 Goodwill measurement period adjustment (255 ) Goodwill acquired 110,927 Effect of currency translation (5,782 ) Balance as of December 31, 2015 $ 172,197 Goodwill measurement period adjustment 146 Effect of currency translation (1,676 ) Balance as of December 31, 2016 $ 170,667 Intangible assets at December 31, 2016 and 2015 consisted of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2016 Restaurant and user relationships $ 29,400 $ (5,981 ) $ 23,419 8.2 years Developed technology 9,280 (4,122 ) 5,158 3.1 years Content 3,674 (2,581 ) 1,093 2.0 years Trade name and other 3,338 (1,861 ) 1,477 2.1 years Domains and data licenses 2,804 (1,340 ) 1,464 3.0 years Advertiser relationships 1,549 (1,549 ) - 0.0 years Total $ 50,045 $ (17,434 ) $ 32,611 Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2015: Restaurant and user relationships $ 29,400 $ (2,817 ) $ 26,583 9.1 years Developed technology 9,295 (2,441 ) 6,854 4.1 years Content 3,922 (2,066 ) 1,856 2.7 years Trade name and other 3,350 (1,139 ) 2,211 3.1 years Domains and data licenses 2,625 (835 ) 1,790 3.9 years Advertiser relationships 1,708 (1,708 ) - 0.0 years Total $ 50,300 $ (11,006 ) $ 39,294 Amortization expense for the years ended December 31, 2016, 2015 and 2014 was $6.8 million, $6.5 million and $2.4 million, respectively. As of December 31, 2016, the estimated future amortization of purchased intangible assets for (i) each of the succeeding five years and (ii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2017 $ 6,763 2018 6,280 2019 5,399 2020 3,406 2021 3,166 Thereafter 7,597 Total amortization $ 32,611 |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 9. OTHER NON-CURRENT ASSETS Other non-current assets as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Cost-method investments $ 8,000 $ - Other 2,992 3,701 Total $ 10,992 $ 3,701 Cost-method investments represent the Companys investment in the preferred stock of Nowait, Inc. a mobile platform that allows restaurants to manage their waitlists, which was completed on July 15, 2016. The remaining other non-current assets are primarily deferred tax assets. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 10. ACCRUED LIABILITIES Accrued liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Restaurant revenue share liability $ 17,372 $ 12,654 Accrued employee vacation 6,196 4,662 Accrued income, payroll and other taxes 5,456 3,451 Accrued marketing 4,633 2,144 Accrued employee benefits and other employee expenses 4,337 3,631 Accrued bonuses and commissions 3,079 4,546 Accrued facilities and related 2,427 1,928 Accrued consulting 1,824 1,763 Deferred rent 1,655 786 Employee stock purchase plan liability 1,059 817 Merchant revenue share liability 980 1,212 Fixed asset purchase commitments 723 1,318 Other accrued expenses 5,341 4,546 Total $ 55,082 $ 43,458 |
LONG-TERM LIABILITIES
LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
LONG-TERM LIABILITIES | 11. LONG-TERM LIABILITIES Long-term liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Deferred rent $ 16,896 $ 11,324 Other long-term liabilities 725 706 Total $ 17,621 $ 12,030 |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | 12. OTHER INCOME (EXPENSE), NET Other income (expense), net for the years ended December 31, 2016, 2015 and 2014 consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 (in thousands) Interest income, net $ 1,724 $ 622 $ 375 Transaction loss on foreign exchange (175 ) (687 ) (121 ) Other non-operating income (loss), net 145 451 (33 ) Other income, net $ 1,694 $ 386 $ 221 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Office Facility Leases The Company leases its office facilities under operating lease agreements that expire from 2017 to 2025. Certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period. Rental expense was $36.8 million, $30.9 million and $14.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Companys minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year were as follows as of December 31, 2016 (in thousands): Operating Year Ending December 31, Leases 2017 $ 42,321 2018 44,355 2019 44,449 2020 45,892 2021 38,095 Thereafter 92,401 Total minimum lease payments $ 307,513 The Company has subleased certain office facilities under operating lease agreements that expire in 2021. The Company recognizes sublease rentals as a reduction in rental expense on a straight-line basis over the lease period. Sublease rental income was $2.0 million, $1.4 million, and zero for the years ended December 31, 2016, 2015, and 2014, respectively. The Company expects future sublease rental receipts of $8.3 million between 2017 and 2021. Legal Proceedings The Company is subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these matters will have a material adverse effect on the Companys business, financial position, results of operations or cash flows. In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of its officers. The lawsuits allege violations of the Exchange Act by the Company and certain of its officers for allegedly making materially false and misleading statements regarding the Companys business and operations between October 29, 2013 and April 3, 2014. These cases were subsequently consolidated and, in January 2015, the plaintiffs filed a consolidated complaint seeking unspecified monetary damages and other relief. Following the courts dismissal of the consolidated complaint on April 21, 2015, the plaintiffs filed a first amended complaint on May 21, 2015. On November 24, 2015, the court dismissed the first amended complaint with prejudice, and entered judgment in the Companys favor on December 28, 2015. The plaintiffs have appealed this decision to the U.S. Court of Appeals for the Ninth Circuit. On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County, naming as defendants the Company and Eat24. The lawsuit asserts that the defendants failed to permit meal and rest periods for certain current and former employees working as Eat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare Commission Wage Orders and the California Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. On May 29, 2015, plaintiffs filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter, which the court preliminarily approved on June 27, 2016. The settlement received final court approval on December 5, 2016 and the $550 thousand settlement amount was paid on February 10, 2017. On June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees, against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtime wages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial Welfare Commission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, as well as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter for payments in the aggregate amount of up to approximately $0.2 million, which the court preliminarily approved on August 29, 2016. The settlement received final court approval on February 1, 2017. Based on the settlement agreements reached in connection with the two lawsuits by former Eat24 employees described above, the Company recognized a liability for each of the proposed settlement amounts as part of its accrued liabilities as of December 31, 2016. In February 2016, $1.1 million was released to the Company from the escrow fund established in connection with the acquisition of Eat24, to fund such settlement amounts and related legal expenses. Indemnification Agreements In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Companys financial position, results of operations or cash flows. Payroll Tax Audit In June 2015, the IRS began a payroll tax audit of the Company for 2014 and 2013. The Company has assessed the estimated range of such loss and, as of December 31, 2016, a liability of $0.5 million has been recorded. The Company expects the audits and any related assessments to be finalized in 2017. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | 14. STOCKHOLDERS EQUITY Elimination of Dual-Class Common Stock Structure On September 22, 2016, all outstanding shares of the Companys Class A common stock and Class B common stock automatically converted into a single class of common stock (the Conversion) pursuant to the terms of the Companys Amended and Restated Certificate of Incorporation. On September 23, 2016, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the Class A common stock and Class B common stock. This certificate of retirement had the additional effect of eliminating the authorized Class A and Class B shares, thereby reducing the Companys total number of authorized shares of common stock from 500,000,000 to 200,000,000. The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: December 31, 2016 December 31, 2015 Shares Shares Shares Issued and Shares Issued and Authorized Outstanding Authorized Outstanding Stockholders equity: Class A common stock, $0.000001 par value 200,000,000 66,535,156 Class B common stock, $0.000001 par value 100,000,000 9,447,646 Common stock, $0.000001 par value 200,000,000 79,429,833 200,000,000 Undesignated Preferred Stock 10,000,000 10,000,000 Common Stock Reserved for Future Issuance As of December 31, 2016, the Company had reserved shares of common stock for future issuances in connection with the following: Options outstanding 8,018,941 Restricted stock units and awards outstanding 7,090,465 Available for future stock option and restricted stock units and awards grants 2,787,277 Available for future ESPP offerings 1,303,913 Total reserved for future issuance 19,200,596 Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the 2005 Plan), the 2011 Equity Incentive Plan (the 2011 Plan) and the 2012 Equity Incentive Plan, as amended (the 2012 Plan). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Companys initial public offering (IPO), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (RSUs), restricted stock awards (RSAs), performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Companys common stock at date of grant. Options granted to date generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a monthly basis. Options granted are generally exercisable for up to 10 years. The Company issues new shares when stock options are exercised. A summary of stock option activity for the year ended December 31, 2016 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term (in Value (in Shares Price years) thousands) Outstanding - December 31, 2015 8,206,356 $ 20.93 6.44 $ 92,454 Granted 1,341,250 23.58 Exercised (1,290,205 ) 15.95 Canceled (238,460 ) 36.59 Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Options vested and exercisable as of December 31, 2016 6,292,994 $ 19.18 5.44 $ 128,488 Aggregate intrinsic value represents the difference between the closing price of the Companys common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $23.23 million, $26.2 million and $108.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. The weighted-average grant date fair value of options granted was $10.16, $22.48 and $41.84 per share for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, total unrecognized compensation costs related to unvested stock options was approximately $21 million, which is expected to be recognized over a weighted-average time period of 2.2 years. The following table summarizes information about outstanding and vested stock options as of December 31, 2016: Options Vested and Options Outstanding Exercisable Weighted- Weighted Weighted Number of Average Average Average Options Remaining Exercise Number of Exercise Exercise Price Range Outstanding Life (Years) Price Options Price $1.00 - $6.92 88,816 2.86 $ 4.48 84,649 $ 4.45 $7.16 2,196,634 4.01 7.16 2,196,634 7.16 $8.16 - $18.85 803,343 5.65 15.43 728,696 15.04 $18.91 - $21.13 733,521 9.06 20.53 280,551 20.55 $21.18 1,533,803 6.10 21.18 1,437,801 21.18 $21.24 - $26.03 936,234 6.95 24.01 606,256 25.02 $26.89 - $45.50 890,637 7.08 31.49 565,519 32.46 $47.79 - $78.18 818,028 7.73 56.18 382,097 60.02 $82.42 9,025 7.33 79.06 4,488 79.21 $94.42 8,900 7.16 94.42 6,303 94.42 Total 8,018,941 6.10 $ 21.71 6,292,994 $ 19.18 RSUs and RSAs The cost of RSUs and RSAs is determined using the fair value of the Companys common stock on the date of grant. RSUs and RSAs generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis. A summary of RSU and RSA activity for the year ended December 31, 2016 is as follows: Restricted Stock Units Restricted Stock Awards Weighted- Number Weighted- Number of Average Grant of Average Grant Shares Date Fair Value Shares Date Fair Value Unvested--December 31, 2015 4,093,204 $ 39.45 312 $ 11.68 Granted 5,879,390 28.51 - - Released (1,813,712 ) 35.29 (312 ) 11.68 Canceled (1,068,417 ) 32.92 - - Unvested--December 31, 2016 7,090,465 $ 32.43 0 $ - As of December 31, 2016, the Company had approximately $208.8 million of unrecognized stock-based compensation expense related to RSUs and RSAs, which is expected to be recognized over the remaining weighted-average vesting period of approximately 3.0 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Companys common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period that began prior to December 1, 2014, employees were able to purchase shares at 85% of the lower of the fair market value of the Companys common stock on the first trading day of the offering period or on the last day of the offering period. At the end of each offering period that began December 1, 2014 or later, employees are able to purchase shares at 85% of the fair market value of the Companys common stock on the last day of the offering period. During the year ended December 31, 2016, employees purchased 342,057 shares at a weighted-average purchase price of $26.12 per share. The Company recognized $1.5 million of stock-based compensation expense related to the ESPP in the year ended December 31, 2016. Stock-Based Compensation The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility in the fair market value of the Companys common stock, a risk-free interest rate, and expected dividends. No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. For the years ended December 31, 2016, 2015 and 2014, the weighted-average assumptions are as follows: Year Ended December 31, 2016 2015 2014 Dividend yield - - - Annual risk-free rate 1.53 % 1.78 % 2.07 % Expected volatility 44.00 % 49.27 % 57.56 % Expected term (years) 5.84 6.11 6.17 The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Cost of Revenue $ 2,446 $ 1,117 $ 729 Sales and marketing 27,098 21,962 15,083 Product Development 36,323 23,431 14,804 General and administrative 20,394 14,332 11,657 Restructuring and integration - - - Total stock-based compensation in income (loss) before incomes taxes 86,261 60,842 42,273 Benefit from income taxes (643 ) (402 ) (15,064 ) Total stock-based compensation in income (loss) $ 85,618 $ 60,440 $ 27,209 During the years ended December 31, 2016, 2015 and 2014, the Company capitalized $4.5 million, $3.0 million and $2.3 million, respectively, of stock-based compensation expense as website development costs. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 15. NET INCOME (LOSS) PER SHARE Basic and diluted net income (loss) per share attributable to common stockholders for periods prior to the Conversion are presented in conformity with the two-class method required for participating securities. Prior to the Conversion, shares of Class A and Class B common stock were the only outstanding equity in the Company. The rights of the holders of Class A and Class B common stock were identical, except with respect to voting and conversion. Each share of Class A common stock was entitled to one vote per share and each share of Class B common stock was entitled to ten votes per share. Shares of Class B common stock were convertible into Class A common stock at any time at the option of the stockholder, and were automatically converted upon sale or transfer to Class A common stock, subject to certain limited exceptions, and in connection with certain other conversion events. Under the two-class method, basic net income (loss) per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. The Companys potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options, shares issuable upon the vesting of RSUs and, to a lesser extent, unvested shares subject to RSAs and purchases related to the ESPP. The dilutive effect of these potential shares of common stock is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income (loss) per share of Class B common stock does not assume the conversion of Class B common stock. The undistributed earnings are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, as the conversion of Class B common stock is assumed in the computation of the diluted net income (loss) per share of Class A common stock, the undistributed earnings are equal to net income (loss) for that computation. On September 22, 2016, the Companys Class A and Class B common stock converted into a single class of common stock. Because shares of Class A and Class B common stock were outstanding for a portion of the year ended December 31, 2016, the Company has disclosed earnings per common share for both classes of common stock for the current period. Basic and diluted net income (loss) per share attributable to common stockholders for periods after the conversion will be presented based on the number of shares of common stock outstanding. The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) $ (4,296 ) $ (374 ) $ (28,694 ) $ (4,206 ) $ 31,178 $ 5,295 Allocation of undistributed earnings $ (4,296 ) $ (374 ) $ (28,694 ) $ (4,206 ) $ 31,178 $ 5,295 Denominator: Weighted-average shares outstanding 70,997 6,189 65,135 9,548 61,492 10,444 Basic net income (loss) per share attributable to common stockholders: $ (0.06 ) $ (0.06 ) $ (0.44 ) $ (0.44 ) $ 0.51 $ 0.51 Diluted net income (loss) per share attributable to common stockholders: Numerator: Allocation of undistributed earnings for basic calculations $ (4,296 ) $ (374 ) $ (28,694 ) $ (4,206 ) $ 31,178 $ 5,295 Reallocation of undistributed earnings as a result of conversion from Class B to Class A shares (374 ) - (4,206 ) - 5,295 - Reallocation of undistributed earnings to Class B shares - - - 911 Allocation of undistributed earnings $ (4,670 ) $ (374 ) $ (32,900 ) $ (4,206 ) $ 36,473 $ 6,206 Denominator: Number of shares used in basic calculation 70,997 6,189 65,135 9,548 61,492 10,444 Weighted-average effect of dilutive securities Conversion of Class B to Class A common shares outstanding 6,189 - 9,548 - 10,444 - Stock options - - - - 4,377 2,584 Other dilutive securities - - - - 399 25 Number of shares used in diluted calculation 77,186 6,189 74,683 9,548 76,712 13,053 Diluted net income (loss) per share attributable to common stockholders: $ (0.06 ) $ (0.06 ) $ (0.44 ) $ (0.44 ) $ 0.48 $ 0.48 The following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Stock options 2,082 8,206 71 Restricted stock units and awards 2,090 4,095 Contingently issuable shares - 309 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands): 2016 2015 2014 United States $ 1,679 $ (18,604 ) $ 13,083 Foreign (4,964 ) (2,334 ) (1,803 ) Total $ (3,285 ) $ (20,938 ) $ 11,280 The income tax provision is composed of the following (in thousands): 2016 2015 2014 Current: Federal $ - $ (10 ) $ - State 35 370 704 Foreign 86 1,010 1,322 $ 121 $ 1,370 $ 2,026 Deferred: Federal $ 106 $ 3,505 $ (14,806 ) State 13 6,245 (7,613 ) Foreign 1,145 842 (4,800 ) 1,264 10,592 (27,219 ) Total provision for (benefit from) income taxes $ 1,385 $ 11,962 $ (25,193 ) The following table presents a reconciliation of the statutory federal rate and the Companys effective tax rate for the periods presented: 2016 2015 2014 Tax benefit at federal statutory rate 35.00 % 35.00 % 35.00 % State-net of federal effect 21.41 5.32 3.63 Foreign rate differential (1.54 ) (10.03 ) (2.17 ) Stock-based compensation 10.50 (3.60 ) 12.76 Acquisition costs - (0.38 ) - Meals & Entertainment (13.84 ) (2.63 ) 3.75 Tax credits 163.87 14.30 (23.37 ) Change in valuation allowance (189.19 ) (96.18 ) (248.14 ) Change in tax rate (0.12 ) (0.73 ) (4.72 ) Benefit for tax only asset - 4.99 - Non-deductible expenses (6.16 ) (1.58 ) 1.36 Prior year deferred true-ups (11.81 ) (0.57 ) - Expiration of deferred benefit (50.76 ) - - Other 0.47 (1.00 ) (1.44 ) Effective Tax Rate (42.17 )% (57.09 )% (223.34 )% In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2016 and 2015, based on the available objective evidence, management believes it is more likely than not that its domestic deferred tax assets will not be realized. Accordingly, management has applied a full valuation allowance against its domestic net deferred tax assets. The effective tax rate in 2016 reflects a $1.4 million expense associated with establishing a valuation allowance against certain foreign deferred tax assets as a result of the winding down of sales and marketing activities outside of the United States and Canada. At the end of 2016, the Company could not assert at the required more-likely-than-not level of certainty, that some of its foreign operations would generate sufficient taxable income to realize all of its deferred tax assets after considering the relative impact of all evidence, positive and negative. In making its evaluation, the Company considered recent changes in foreign operations as a significant piece of negative evidence. As a result, the Company established a valuation allowance against some of its foreign deferred tax assets in the year ended December 31, 2016. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Companys deferred tax assets and liabilities for the periods presented (in thousands): 2016 2015 Deferred tax assets: Reserves and others $ 13,382 $ 8,656 Stock-based compensation 29,402 26,236 Contribution carryforward 11 1,782 Net operating loss carryforward 64,478 7,048 Tax credit carryforward 17,185 8,985 Gross deferred tax assets 124,458 52,707 Valuation allowance (92,191 ) (20,542 ) Total deferred tax assets 32,267 32,165 Deferred tax liabilities: Depreciation and amortization (30,140 ) (28,896 ) Total deferred tax liabilities (30,140 ) (28,896 ) Net deferred tax assets (liabilities) $ 2,127 $ 3,269 At December 31, 2016, the Company had federal and state net operating loss carryforwards of approximately $154.9 million and $132.9 million, respectively, expiring beginning in 2024 and 2017, respectively. The Company also had cumulative trading losses of $10.1 million and of $7.2 million at December 31, 2016 in Ireland and Germany respectively, which may be carried forward indefinitely against profits in the respective jurisdictions. At December 31, 2016, the Company had federal research credit carryforwards of approximately $8.6 million that expire beginning in 2024, and California research credit carryforwards of approximately $8.0 million that do not expire. At December 31, 2016, the Company also had $5.2 million of California Enterprise Zone credit, expiring beginning in 2024. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in a limitation that will reduce the total amount of net operating loss carryforwards and credits that can be utilized. Further, foreign loss carryforwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations. Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09, which eliminated the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase in paid in capital. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1, 2016, the start of the year in which the Company early adopted ASU 2016-09. Approximately $164.1 million of federal net operating losses, $125.7 million of state net operating losses, $1.4 million of Ireland net operating losses, $1.3 million of federal research and development tax credits and $0.1 million of state Enterprise Zone credits are related to tax stock option deductions in excess of book deductions and are not included in the balance shown above as of December 31, 2015. The U.S. federal and state net operating losses and credits recognized as of January 1, 2016, as described above, have been offset by a valuation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (which reduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity in the same manner as other cash flows related to income taxes on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. It is the intention of the Company to reinvest the earnings from Darwin Social Marketing Inc., Yelp UK Ltd. and Yelp Ireland Holding Company Limited and its subsidiaries. The Company does not provide for U.S. income taxes of foreign subsidiaries as such earnings are to be reinvested indefinitely. As of December 31, 2016, the Company estimates $2.6 million of cumulative earnings upon which U.S. income taxes have not been provided. Determination of the amount of unrecognized deferred tax liability with respect to such earnings is not practicable. The additional taxes on the earnings of foreign subsidiaries, if remitted, would be partially offset by U.S. tax credits for foreign taxes already paid. As of December 31, 2016, 2015 and 2014, the Company had $10.3 million, $5.0 million and $3.3 million, respectively, of unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): 2016 2015 2014 Balance at the beginning of the year $ 5,049 $ 3,276 $ 1,774 Increase (Decrease) based on tax positions related to the prior year 1,381 (31 ) 69 Increase based on tax positions related to the current year 4,131 1,804 1,433 Lapse of statute of limitations (221 ) - - Balance at the end of the year $ 10,340 $ 5,049 $ 3,276 As of December 31, 2016, the Company had $0.8 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Companys policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During each of the years ended December 31, 2016, 2015 and 2014, the Company had an immaterial amount related to the accrual of interest and penalties. In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Companys federal and state income tax returns for fiscal years subsequent to 2003 remain open to examination. In the Companys most significant foreign jurisdictions Ireland, United Kingdom and Germany the tax years subsequent to 2010 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Companys tax audits are resolved in a manner not consistent with managements expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although the timing of the resolution or closure of audits is not certain, the Company believes that it is reasonably possible that its unrecognized tax benefits could be reduced by an immaterial amount over the 12 months following December 31, 2016. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 17. RELATED PARTY TRANSACTIONS The Company does not have any significant related party transactions. |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 18. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Companys chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reporting segment. Revenue by geography is based on the billing address of the customer. Net Revenue Prior to this annual report, the Company classified revenue from its local products consisting of business listing and advertising products that are sold directly to businesses and Yelp Reservations as local revenue, and revenue generated through partner arrangements, including resale of advertising products by certain partners, and monetization of remnant advertising inventory through third-party ad networks as other services revenue. The Company now classifies revenue from all of its business listing and advertising products, including advertising sold by partners, as advertising revenue. As a result, revenue generated through ad resales and monetization of remnant advertising inventory through third-party ad networks is now classified as advertising revenue rather than other services revenue, and revenue from Yelp Reservations, a subscription service, is recognized as other services revenue. All disclosures relating to revenue by product have been updated to this revised classification for all periods presented. The following table presents the Companys net revenue by product line for the periods presented (in thousands), reflecting the changes to its revenue categories described above: Year Ended December 31, 2016 2015 2014 (dollars in thousands) Net revenue by product: Advertising $ 645,241 $ 471,416 $ 335,450 Transactions 62,495 43,854 5,247 Brand advertising - 31,012 34,482 Other services 5,333 3,429 2,357 Total net revenue $ 713,069 $ 549,711 $ 377,536 For purposes of comparison, the following table presents the Companys net revenue by product line for the periods presented (in thousands) based on the revenue categories in effect prior to the three months ended December 31, 2016: Year Ended December 31, 2016 2015 2014 (dollars in thousands) Net revenue by product: Local $ 624,694 $ 448,236 $ 319,137 Transactions 62,495 43,854 5,247 Brand advertising - 31,012 34,482 Other services 25,880 26,609 18,670 Total net revenue $ 713,069 $ 549,711 $ 377,536 During the years ended December 31, 2016, 2015 and 2014, no individual customer accounted for 10% or more of consolidated net revenue. The following table presents the Companys net revenue by geographic region for the periods indicated (in thousands): Year E nded Decemb er 31, 2016 2015 2014 United States $ 698,244 $ 537,567 $ 366,579 All other countries 14,825 12,144 10,957 Total net revenue $ 713,069 $ 549,711 $ 377,536 Long-Lived Assets The following table presents the Companys long-lived assets by geographic region for the periods indicated (in thousands): Year E nded Decemb er 31, 2016 2015 2014 United States $ 89,362 $ 78,675 $ 73,344 All other countries 3,078 5,493 5,900 Total long-lived assets $ 92,440 $ 84,168 $ 79,244 |
RESTRUCTURING AND INTEGRATION
RESTRUCTURING AND INTEGRATION | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION | 19. RESTRUCTURING AND INTEGRATION The following table presents the Companys restructuring and integration costs for the periods indicated (in thousands): Year En ded December 31, 2016 2015 2014 Restructuring and integration $ 3,455 $ - $ - On November 2, 2016, the Company announced plans to significantly reduce sales and marketing activities in markets outside of the United States and Canada. The Company incurred $ 3.5 million in restructuring and integration costs associated with this plan for the year ended December 31, 2016, of which $2.0 million had been paid by December 31, 2016. The Company expects to pay the remaining $1.5 million during the year ending December 31, 2017. The costs primarily related to severance costs for affected employees. No goodwill, intangible assets or other long lived assets have been determined to be impaired. The restructuring plan was substantially completed by the year ended December 31, 2016, with approximately $0.2 million expected to be incurred during the year ended December 31, 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS On February 28, 2017, the Company acquired Nowait, a restaurant technology company with the industry’s leading waitlist system and seating tool. The aggregate purchase price of approximately $40 million was paid in cash, and includes the partial stake previously acquired by the Company. The purchase price is subject to customary working capital adjustments. The Company is currently in the process of valuing the assets acquired and liabilities assumed in the transaction, which will be reflected in the Company's financial statements for the period ending March 31, 2017. In October 2016, the Company acquired a 20% interest in the preferred stock of Nowait for $8.0 million in cash, which is recorded as a cost-method investment as part of non-current in the Company’s consolidated balance sheet as of December 31, 2016 (see Note 9). The Company expects the acquisition to drive daily engagement in the key restaurant vertical, by allowing Yelp users to more quickly move from search and discovery to transacting at a local business. |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the Companys consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from managements estimates. |
Foreign Currency Translation | Foreign Currency Translation The consolidated financial statements of the Companys foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash and cash equivalents primarily consist of amounts held in interest-bearing money market funds that were readily convertible to cash. The fair value of cash and cash equivalents approximates their carrying value. |
Marketable Securities | Marketable Securities The Company determines the classification of its marketable securities at the time of purchase and re-evaluates these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, and is included in interest income. Held-to-maturity securities with less than one year to maturity are included in short-term marketable securities. All other held-to-maturity securities are classified as long-term securities. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure of each investment. Credit risk with respect to accounts receivable is dispersed due to the Companys large number of customers. In addition, the Companys credit risk is mitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. When new information becomes available to indicate that the estimate provided for the allowance was incorrect, an adjustment, which is considered a change in the estimate, is made. The carrying value of accounts receivable approximates their fair value. As of December 31, 2016, 2015 and 2014, there were no customers that accounted for more than 10% of total accounts receivable. The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2015 2014 Allowance for doubtful accounts: Balance, beginning of period $ 3,208 $ 1,627 $ 810 Add: bad debt expense 15,913 10,271 6,369 Less: write-offs, net of recoveries (14,129 ) (8,690 ) (5,552 ) Balance, end of period $ 4,992 $ 3,208 $ 1,627 |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to five years. Leasehold improvements are amortized over the shorter of the lease term or 10 years. |
Website and Internal-Use Software Development Costs | Website and Internal-Use Software Development Costs Costs related to website and internal-use software are primarily related to the Companys website, including support systems. The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. The Company capitalized $19.2 million, $14.7 million and $13.9 million in website and internal-use software costs during the years ended December 31, 2016, 2015 and 2014, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expense related to website and internal-use software was $12.3 million, $8.4 million and $4.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company wrote off $0.1 million, $0.1 million and $0.0 million of website and internal-use software costs in the years ended December 31, 2016, 2015 and 2014, respectively. The retirements were related to obsolete projects no longer supported by the Company. The loss on disposition of the projects has been included in depreciation and amortization expense in the Companys consolidated statements of operations. |
Business Combinations | Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Companys consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is reviewed at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of its single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test under the authoritative guidance issued by the Financial Accounting Standards Board (FASB). If the Company determines that it is more likely than not that its fair value is less than the carrying amount, or opts not to perform a qualitative assessment, then the two-step goodwill impairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment charges have been recorded to date. |
Intangible Assets | Intangible Assets Intangible assets include acquired intangible assets identified through business combinations, which are carried at fair value less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the assets, generally two years to 12 years. The Company reviews amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. No impairment charges have been recorded to date. |
Cost-Method Investments | Cost-Method Investments Nonmarketable equity investments, that the Company has determined do not meet the criteria for accounting under the equity method of accounting, are accounted for using the cost method of accounting and classified as Other non-current assets on the consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The carrying amount of investments is reviewed if events or changes in circumstances indicate that the carrying value may not be recoverable. |
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Revenue Recognition | Revenue Recognition The Company generates revenue from its advertising products, transactions, other services and, through the end of 2015, brand advertising. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, service has been provided to the customer, the amount to be paid by the customer is fixed or determinable, and collection is reasonably assured. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the requisite service period. Advertising . The Company generates advertising revenue primarily through the display of advertising products on its website and mobile app. These arrangements are evidenced by either written or electronic acceptance of an agreement that stipulates the types of advertising to be delivered, the timing and pricing. Performance-based advertising placements are priced on a cost-per-click basis through an auction, while impression-based ads are delivered pursuant to fixed monthly fee advertising plans. The Company recognizes revenue from the delivery of performance-based ads in the period of delivery and from the delivery of impression-based ads ratably over the service period, in each case net of customer discounts. The Company also generates advertising revenue through indirect sales of advertising products, such as through reseller agreements that allow partners to sell Yelp Branded Profiles to their clients and the monetization of remnant advertising inventory through third-party ad networks. Transactions . The Company generates transactions revenue from Yelp Eat24, revenue-sharing partner arrangements and the sale of vouchers through the Companys Yelp Deals and Gift Certificates. Yelp Eat24 generates revenue through arrangements with restaurants, in which restaurants pay a commission percentage fee on orders placed through the Yelp Eat24 platform. The Company records revenue associated with Yelp Eat24 transactions on a net basis. Yelp Platform partnerships provide consumers with the ability to complete food delivery and other transactions through third parties directly on Yelp. The Company earns a fee on Platform partnerships for acting as an agent for these transactions, which it record on a net basis and include in revenue upon completion of a transaction. Yelp Deals allow merchants to promote themselves and offer discounted goods and services on a real-time basis to consumers directly on the Companys website and mobile app. The Company earns a fee on Yelp Deals for acting as an agent in these transactions, which are recorded on a net basis and included in revenue upon sale of the deal. The Company records a sales allowance for potential Yelp Deals refunds based on the Companys estimate of future refunds. Gift Certificates allow merchants to sell full-priced gift certificates directly to consumers through their business listing pages. The Company earns a fee based on the amount of the Gift Certificate sold, which it records on a net basis and includes in revenue upon a consumers purchase of the Gift Certificate. Brand Advertising. Through the end of 2015, the Company generated brand advertising revenue through the sale of graphic and text display advertisements on its website. The Company recognized revenue from the sale of impression-based advertisements on its online network in the period in which the advertisements (impressions) were delivered, net of customer discounts. The Company also generated brand revenue from fixed-price brand sponsorships that were recognized ratably over the service period. The arrangements were evidenced by insertion orders or contracts that stipulate the types of advertising delivered and the pricing. Other Services . The Company generates other revenue through subscription services, such as sales of monthly subscriptions to its Yelp Reservations product, licensing payments for access to Yelp data and other non-advertising, non-transaction partnerships. Subscription revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the service is made available to customers. Multiple Element Arrangements . The Company enters into arrangements with its customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another. The Company allocates arrangement consideration in multiple-deliverable arrangements at the inception of the arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (VSOE), if available; (2) third-party evidence (TPE), if VSOE is not available; and (3) best estimate of selling price (BESP), if neither VSOE nor TPE is available. VSOEThe Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrow price range; however, the Company has not historically sold a large volume of advertising products on a standalone basis. As a result, the Company has not been able to establish VSOE for any of its advertising products. TPEWhen VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Companys go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services selling prices are on a standalone basis. As a result, the Company has not been able to establish selling price based on TPE. BESPWhen it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally used to allocate the selling price to deliverables in the Companys multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company will regularly review BESP. Changes in assumptions or judgments or changes to elements in the arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period. The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met. |
Cost of Revenue | Cost of Revenue The Companys cost of revenue primarily consists of credit card processing fees, web hosting, salaries, benefits and stock-based compensation expense for its infrastructure teams related to operating the Companys website and mobile app. It also includes food delivery related costs as well as creative design for brand advertising and video production expenses. All costs are expensed when incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units and issuances under its 2012 Employee Stock Purchase Plan, as amended (ESPP), to be measured based on the grant-date fair value of the awards. Prior to January 1, 2016, stock-based compensation expense was recorded net of estimated forfeitures in the Companys consolidated statements of income (loss) and, accordingly, was recorded for only those stock-based awards that the Company expected to vest. The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances, if any. The Company revised its estimated forfeiture rate if actual forfeitures differed from its initial estimates. Effective as of January 1, 2016, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09, CompensationStock Compensation (Topic 718) (ASU 2016-09) to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings of $1.1 million (which reduced the accumulated deficit) as of January 1, 2016. No prior periods were recast as a result of this change in accounting policy. |
Advertising Expenses | Advertising Expenses Advertising costs are expensed in the period in which the advertising takes place. Costs of producing advertising are expensed in the period in which production takes place. Total advertising expenses incurred were $46.9 million, $30.9 million and $8.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Specifically, it includes foreign currency translation adjustments. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09, which eliminated the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase in paid in capital. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1, 2016, the start of the year in which the Company early adopted ASU 2016-09. The U.S. federal and state net operating losses and credits recognized as of January 1, 2016, as described above, have been offset by a valuation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (which reduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity in the same manner as other cash flows related to income taxes on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. |
Employee Benefit Plan | Employee Benefit Plan The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation up to a maximum annual amount set by the Internal Revenue Service (IRS). Employer contributions under this plan were $3.8 million, $2.9 million and $1.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. In December 2016, the FASB issued guidance on Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The new revenue standard may be applied retrospectively to each prior period presented " full retrospective modified retrospective In January 2016, FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10) (ASU 2016-01). The new standard provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In August 2016, FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Subtopic 230) (ASU 2016-15). The new guidance provides clarity around the cash flow classification for specific issues in an effort to reduce the current and potential future diversity in practice. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements. In November 2016, FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Subtopic 230) (ASU 2016-18). The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-18 on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts Receivable | The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2015 2014 Allowance for doubtful accounts: Balance, beginning of period $ 3,208 $ 1,627 $ 810 Add: bad debt expense 15,913 10,271 6,369 Less: write-offs, net of recoveries (14,129 ) (8,690 ) (5,552 ) Balance, end of period $ 4,992 $ 3,208 $ 1,627 |
FAIR VALUE OF FINANCIAL INSTR30
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table represents the Companys financial instruments measured at fair value as of December 31, 2016 and December 31, 2015 (in thousands): December 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 152,423 $ - $ - $ 152,423 $ 86,660 $ - $ - $ 86,660 Agency bonds - - - - - 4,999 - 4,999 Marketable Securities: Commercial paper - 45,894 - 45,894 - 36,981 - 36,981 Corporate bonds - 9,006 - 9,006 - 18,024 - 18,024 Agency bonds - 152,394 - 152,394 - 132,102 - 132,102 Agency discount notes - - - - - 11,986 - 11,986 Total cash equivalents and marketable securities $ 152,423 $ 207,294 $ - $ 359,717 $ 86,660 $ 204,092 $ - $ 290,752 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities [Abstract] | |
Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity | The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of December 31, 2016 and December 31, 2015 were as follows (in thousands): As of December 31, 2016 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 45,894 $ - $ - $ 45,894 Corporate bonds 9,009 - (3 ) 9,006 Agency bonds 152,429 18 (53 ) 152,394 Total marketable securities $ 207,332 $ 18 $ (56 ) $ 207,294 As of December 31, 2015 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 36,981 $ - $ - $ 36,981 Corporate bonds 18,027 2 (5 ) 18,024 Agency bonds 132,224 - (122 ) 132,102 Agency discount notes 11,982 4 - 11,986 Total marketable securities $ 199,214 $ 6 $ (127 ) $ 199,093 |
Schedule of Securities in an Unrealized Loss Position | The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2016 and December 31, 2015, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): As of December 31, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 8,006 $ (3 ) $ - $ - $ 8,006 $ (3 ) Agency bonds 92,018 (53 ) - - 92,018 (53 ) Total $ 100,024 $ (56 ) $ - $ - $ 100,024 $ (56 ) As of December 31, 2015 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 10,021 $ (5 ) $ - $ - $ 10,021 $ (5 ) Agency bonds 127,102 (122 ) - - 127,102 (122 ) Total $ 137,123 $ (127 ) $ - $ - $ 137,123 $ (127 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Eat 24 Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (ASC 805), with the results of Eat24s operations included in the Companys consolidated financial statements from February 9, 2015. The initial purchase price allocation was as follows (in thousands): February 9, 2015 Fair value of purchase consideration: Cash: Distributed to Eat24 stockholders $ 56,624 Held in escrow account 16,500 Payable on behalf of Eat24 stockholders 1,876 Total cash 75,000 Class A common stock: Distributed to Eat24 stockholders 46,143 Held in escrow account 13,015 Total purchase consideration $ 134,158 Fair value of net assets acquired: Cash and cash equivalents $ 1,578 Intangibles 39,600 Goodwill 110,927 Other assets 6,031 Total assets acquired 158,136 Deferred tax liability (15,207 ) Other liabilities (8,771 ) Total liabilities assumed (23,978 ) Net assets acquired $ 134,158 |
Schedule of Acquired Intangible Assets | Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows: Intangible Asset Type Amount Assigned Useful Life Restaurant relationships $ 17,400 12.0 years Developed technology $ 7,400 5.0 years User relationships $ 12,000 7.0 years Trade name $ 2,800 4.0 years Weighted average 8.6 years |
Restaurant Kritik and Cityvox [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | The following table presents the aggregate purchase price allocations of these individually immaterial acquisitions recorded in the Companys consolidated balance sheets of their acquisition dates (in thousands): Net tangible assets $ (277 ) Goodwill 13,995 Intangible assets 1,546 Total purchase price (excluding contingent consideration) 15,264 Contingent consideration 826 Total purchase price $ 16,090 |
Schedule of Acquired Intangible Assets | Estimated useful lives as of the acquisition dates of the intangible assets acquired are as follows: Intangible Type Useful Life Content 5.0 years Developed technology 0.5 years Trade name 2.0 years Weighted average 4.3 years |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Cash and cash equivalents Cash $ 119,778 $ 79,954 Money market funds 152,423 91,659 Total cash and cash equivalents $ 272,201 $ 171,613 |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software | Property, equipment and software, net as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Computer equipment $ 28,551 $ 26,004 Software 1,079 1,213 Capitalized website and internal-use software development costs 61,515 42,320 Furniture and fixtures 14,162 10,771 Leasehold improvements 60,101 47,552 Telecommunication 3,457 2,970 Total 168,865 130,830 Less accumulated depreciation (76,425 ) (50,363 ) Property, equipment and software, net $ 92,440 $ 80,467 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill as of December 31, 2016 and 2015, and changes in the carrying amount of goodwill during the years ended December 31, 2016 and 2015, were as follows (in thousands): Balance as of December 31, 2014 $ 67,307 Goodwill measurement period adjustment (255 ) Goodwill acquired 110,927 Effect of currency translation (5,782 ) Balance as of December 31, 2015 $ 172,197 Goodwill measurement period adjustment 146 Effect of currency translation (1,676 ) Balance as of December 31, 2016 $ 170,667 |
Schedule of Intangible Assets | Intangible assets at December 31, 2016 and 2015 consisted of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2016 Restaurant and user relationships $ 29,400 $ (5,981 ) $ 23,419 8.2 years Developed technology 9,280 (4,122 ) 5,158 3.1 years Content 3,674 (2,581 ) 1,093 2.0 years Trade name and other 3,338 (1,861 ) 1,477 2.1 years Domains and data licenses 2,804 (1,340 ) 1,464 3.0 years Advertiser relationships 1,549 (1,549 ) - 0.0 years Total $ 50,045 $ (17,434 ) $ 32,611 Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2015: Restaurant and user relationships $ 29,400 $ (2,817 ) $ 26,583 9.1 years Developed technology 9,295 (2,441 ) 6,854 4.1 years Content 3,922 (2,066 ) 1,856 2.7 years Trade name and other 3,350 (1,139 ) 2,211 3.1 years Domains and data licenses 2,625 (835 ) 1,790 3.9 years Advertiser relationships 1,708 (1,708 ) - 0.0 years Total $ 50,300 $ (11,006 ) $ 39,294 |
Schedule of Future Amortization Expense | As of December 31, 2016, the estimated future amortization of purchased intangible assets for (i) each of the succeeding five years and (ii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2017 $ 6,763 2018 6,280 2019 5,399 2020 3,406 2021 3,166 Thereafter 7,597 Total amortization $ 32,611 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-current Assets | Other non-current assets as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Cost-method investments $ 8,000 $ - Other 2,992 3,701 Total $ 10,992 $ 3,701 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Restaurant revenue share liability $ 17,372 $ 12,654 Accrued employee vacation 6,196 4,662 Accrued income, payroll and other taxes 5,456 3,451 Accrued marketing 4,633 2,144 Accrued employee benefits and other employee expenses 4,337 3,631 Accrued bonuses and commissions 3,079 4,546 Accrued facilities and related 2,427 1,928 Accrued consulting 1,824 1,763 Deferred rent 1,655 786 Employee stock purchase plan liability 1,059 817 Merchant revenue share liability 980 1,212 Fixed asset purchase commitments 723 1,318 Other accrued expenses 5,341 4,546 Total $ 55,082 $ 43,458 |
LONG-TERM LIABILITIES (Tables)
LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
Schedule of Long-term Liabilities | Long-term liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Deferred rent $ 16,896 $ 11,324 Other long-term liabilities 725 706 Total $ 17,621 $ 12,030 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Other income (expense), net for the years ended December 31, 2016, 2015 and 2014 consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 (in thousands) Interest income, net $ 1,724 $ 622 $ 375 Transaction loss on foreign exchange (175 ) (687 ) (121 ) Other non-operating income (loss), net 145 451 (33 ) Other income, net $ 1,694 $ 386 $ 221 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year | The Companys minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year were as follows as of December 31, 2016 (in thousands): Operating Year Ending December 31, Leases 2017 $ 42,321 2018 44,355 2019 44,449 2020 45,892 2021 38,095 Thereafter 92,401 Total minimum lease payments $ 307,513 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: December 31, 2016 December 31, 2015 Shares Shares Shares Issued and Shares Issued and Authorized Outstanding Authorized Outstanding Stockholders equity: Class A common stock, $0.000001 par value 200,000,000 66,535,156 Class B common stock, $0.000001 par value 100,000,000 9,447,646 Common stock, $0.000001 par value 200,000,000 79,429,833 200,000,000 Undesignated Preferred Stock 10,000,000 10,000,000 |
Schedule of Shares of Class A and Class B Common Stock Reserved for Future Issuance | As of December 31, 2016, the Company had reserved shares of common stock for future issuances in connection with the following: Options outstanding 8,018,941 Restricted stock units and awards outstanding 7,090,465 Available for future stock option and restricted stock units and awards grants 2,787,277 Available for future ESPP offerings 1,303,913 Total reserved for future issuance 19,200,596 |
Schedule of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2016 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term (in Value (in Shares Price years) thousands) Outstanding - December 31, 2015 8,206,356 $ 20.93 6.44 $ 92,454 Granted 1,341,250 23.58 Exercised (1,290,205 ) 15.95 Canceled (238,460 ) 36.59 Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Options vested and exercisable as of December 31, 2016 6,292,994 $ 19.18 5.44 $ 128,488 |
Summary of Options Outstanding and Exercisable | The following table summarizes information about outstanding and vested stock options as of December 31, 2016: Options Vested and Options Outstanding Exercisable Weighted- Weighted Weighted Number of Average Average Average Options Remaining Exercise Number of Exercise Exercise Price Range Outstanding Life (Years) Price Options Price $1.00 - $6.92 88,816 2.86 $ 4.48 84,649 $ 4.45 $7.16 2,196,634 4.01 7.16 2,196,634 7.16 $8.16 - $18.85 803,343 5.65 15.43 728,696 15.04 $18.91 - $21.13 733,521 9.06 20.53 280,551 20.55 $21.18 1,533,803 6.10 21.18 1,437,801 21.18 $21.24 - $26.03 936,234 6.95 24.01 606,256 25.02 $26.89 - $45.50 890,637 7.08 31.49 565,519 32.46 $47.79 - $78.18 818,028 7.73 56.18 382,097 60.02 $82.42 9,025 7.33 79.06 4,488 79.21 $94.42 8,900 7.16 94.42 6,303 94.42 Total 8,018,941 6.10 $ 21.71 6,292,994 $ 19.18 |
Summary of RSUs and RSAs Activity | A summary of RSU and RSA activity for the year ended December 31, 2016 is as follows: Restricted Stock Units Restricted Stock Awards Weighted- Number Weighted- Number of Average Grant of Average Grant Shares Date Fair Value Shares Date Fair Value Unvested--December 31, 2015 4,093,204 $ 39.45 312 $ 11.68 Granted 5,879,390 28.51 - - Released (1,813,712 ) 35.29 (312 ) 11.68 Canceled (1,068,417 ) 32.92 - - Unvested--December 31, 2016 7,090,465 $ 32.43 0 $ - |
Schedule of Fair Value Assumptions | The Company uses the straight-line method for expense attribution. For the years ended December 31, 2016, 2015 and 2014, the weighted-average assumptions are as follows: Year Ended December 31, 2016 2015 2014 Dividend yield - - - Annual risk-free rate 1.53 % 1.78 % 2.07 % Expected volatility 44.00 % 49.27 % 57.56 % Expected term (years) 5.84 6.11 6.17 |
Schedule of Stock Compensation Expense | The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Cost of Revenue $ 2,446 $ 1,117 $ 729 Sales and marketing 27,098 21,962 15,083 Product Development 36,323 23,431 14,804 General and administrative 20,394 14,332 11,657 Restructuring and integration - - - Total stock-based compensation in income (loss) before incomes taxes 86,261 60,842 42,273 Benefit from income taxes (643 ) (402 ) (15,064 ) Total stock-based compensation in income (loss) $ 85,618 $ 60,440 $ 27,209 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) $ (4,296 ) $ (374 ) $ (28,694 ) $ (4,206 ) $ 31,178 $ 5,295 Allocation of undistributed earnings $ (4,296 ) $ (374 ) $ (28,694 ) $ (4,206 ) $ 31,178 $ 5,295 Denominator: Weighted-average shares outstanding 70,997 6,189 65,135 9,548 61,492 10,444 Basic net income (loss) per share attributable to common stockholders: $ (0.06 ) $ (0.06 ) $ (0.44 ) $ (0.44 ) $ 0.51 $ 0.51 Diluted net income (loss) per share attributable to common stockholders: Numerator: Allocation of undistributed earnings for basic calculations $ (4,296 ) $ (374 ) $ (28,694 ) $ (4,206 ) $ 31,178 $ 5,295 Reallocation of undistributed earnings as a result of conversion from Class B to Class A shares (374 ) - (4,206 ) - 5,295 - Reallocation of undistributed earnings to Class B shares - - - 911 Allocation of undistributed earnings $ (4,670 ) $ (374 ) $ (32,900 ) $ (4,206 ) $ 36,473 $ 6,206 Denominator: Number of shares used in basic calculation 70,997 6,189 65,135 9,548 61,492 10,444 Weighted-average effect of dilutive securities Conversion of Class B to Class A common shares outstanding 6,189 - 9,548 - 10,444 - Stock options - - - - 4,377 2,584 Other dilutive securities - - - - 399 25 Number of shares used in diluted calculation 77,186 6,189 74,683 9,548 76,712 13,053 Diluted net income (loss) per share attributable to common stockholders: $ (0.06 ) $ (0.06 ) $ (0.44 ) $ (0.44 ) $ 0.48 $ 0.48 |
Schedule of Anti-dilutive Securities | The following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Stock options 2,082 8,206 71 Restricted stock units and awards 2,090 4,095 Contingently issuable shares - 309 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes | The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands): 2016 2015 2014 United States $ 1,679 $ (18,604 ) $ 13,083 Foreign (4,964 ) (2,334 ) (1,803 ) Total $ (3,285 ) $ (20,938 ) $ 11,280 |
Schedule of Income Tax Provision | The income tax provision is composed of the following (in thousands): 2016 2015 2014 Current: Federal $ - $ (10 ) $ - State 35 370 704 Foreign 86 1,010 1,322 $ 121 $ 1,370 $ 2,026 Deferred: Federal $ 106 $ 3,505 $ (14,806 ) State 13 6,245 (7,613 ) Foreign 1,145 842 (4,800 ) 1,264 10,592 (27,219 ) Total provision for (benefit from) income taxes $ 1,385 $ 11,962 $ (25,193 ) |
Reconciliation of Effective Income Tax Rate | The following table presents a reconciliation of the statutory federal rate and the Companys effective tax rate for the periods presented: 2016 2015 2014 Tax benefit at federal statutory rate 35.00 % 35.00 % 35.00 % State-net of federal effect 21.41 5.32 3.63 Foreign rate differential (1.54 ) (10.03 ) (2.17 ) Stock-based compensation 10.50 (3.60 ) 12.76 Acquisition costs - (0.38 ) - Meals & Entertainment (13.84 ) (2.63 ) 3.75 Tax credits 163.87 14.30 (23.37 ) Change in valuation allowance (189.19 ) (96.18 ) (248.14 ) Change in tax rate (0.12 ) (0.73 ) (4.72 ) Benefit for tax only asset - 4.99 - Non-deductible expenses (6.16 ) (1.58 ) 1.36 Prior year deferred true-ups (11.81 ) (0.57 ) - Expiration of deferred benefit (50.76 ) - - Other 0.47 (1.00 ) (1.44 ) Effective Tax Rate (42.17 )% (57.09 )% (223.34 )% |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Companys deferred tax assets and liabilities for the periods presented (in thousands): 2016 2015 Deferred tax assets: Reserves and others $ 13,382 $ 8,656 Stock-based compensation 29,402 26,236 Contribution carryforward 11 1,782 Net operating loss carryforward 64,478 7,048 Tax credit carryforward 17,185 8,985 Gross deferred tax assets 124,458 52,707 Valuation allowance (92,191 ) (20,542 ) Total deferred tax assets 32,267 32,165 Deferred tax liabilities: Depreciation and amortization (30,140 ) (28,896 ) Total deferred tax liabilities (30,140 ) (28,896 ) Net deferred tax assets (liabilities) $ 2,127 $ 3,269 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): 2016 2015 2014 Balance at the beginning of the year $ 5,049 $ 3,276 $ 1,774 Increase (Decrease) based on tax positions related to the prior year 1,381 (31 ) 69 Increase based on tax positions related to the current year 4,131 1,804 1,433 Lapse of statute of limitations (221 ) - - Balance at the end of the year $ 10,340 $ 5,049 $ 3,276 |
INFORMATION ABOUT REVENUE AND44
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table presents the Companys net revenue by product line for the periods presented (in thousands), reflecting the changes to its revenue categories described above: Year Ended December 31, 2016 2015 2014 (dollars in thousands) Net revenue by product: Advertising $ 645,241 $ 471,416 $ 335,450 Transactions 62,495 43,854 5,247 Brand advertising - 31,012 34,482 Other services 5,333 3,429 2,357 Total net revenue $ 713,069 $ 549,711 $ 377,536 For purposes of comparison, the following table presents the Companys net revenue by product line for the periods presented (in thousands) based on the revenue categories in effect prior to the three months ended December 31, 2016: Year Ended December 31, 2016 2015 2014 (dollars in thousands) Net revenue by product: Local $ 624,694 $ 448,236 $ 319,137 Transactions 62,495 43,854 5,247 Brand advertising - 31,012 34,482 Other services 25,880 26,609 18,670 Total net revenue $ 713,069 $ 549,711 $ 377,536 |
Schedule of Net Revenue by Geographic Region | The following table presents the Companys net revenue by geographic region for the periods indicated (in thousands): Year E nded Decemb er 31, 2016 2015 2014 United States $ 698,244 $ 537,567 $ 366,579 All other countries 14,825 12,144 10,957 Total net revenue $ 713,069 $ 549,711 $ 377,536 |
Schedule of Long-Lived Assets by Geographic Region | The following table presents the Companys long-lived assets by geographic region for the periods indicated (in thousands): Year E nded Decemb er 31, 2016 2015 2014 United States $ 89,362 $ 78,675 $ 73,344 All other countries 3,078 5,493 5,900 Total long-lived assets $ 92,440 $ 84,168 $ 79,244 |
RESTRUCTURING AND INTEGRATION (
RESTRUCTURING AND INTEGRATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Integration Costs | The following table presents the Companys restructuring and integration costs for the periods indicated (in thousands): Year En ded December 31, 2016 2015 2014 Restructuring and integration $ 3,455 $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Capitalized website and internal-use software costs | $ 19.2 | $ 14.7 | $ 13.9 |
Amortization of website and internal-use software costs | 12.3 | 8.4 | 4.6 |
Write off of website and internal-use software costs | 0.1 | 0.1 | 0 |
Advertising expense | 46.9 | 30.9 | 8.1 |
Employer contributions | $ 3.8 | 2.9 | $ 1.9 |
Cumulative effect adjustment upon adoption of ASU 2016-09 | $ 0.2 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Equipment and Software) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Capitalized website and internal-use software development costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 12 years |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts: | |||
Balance, beginning of period | $ 3,208 | $ 1,627 | $ 810 |
Add: bad debt expense | 15,913 | 10,271 | 6,369 |
Less: write-offs, net of recoveries | (14,129) | (8,690) | (5,552) |
Balance, end of period | $ 4,992 | $ 3,208 | $ 1,627 |
FAIR VALUE OF FINANCIAL INSTR50
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 207,294 | $ 199,093 |
Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 359,717 | 290,752 |
Recurring [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 45,894 | 36,981 |
Recurring [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,006 | 18,024 |
Recurring [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 152,394 | 132,102 |
Recurring [Member] | Agency discount notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,986 | |
Recurring [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 152,423 | 86,660 |
Recurring [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 4,999 | |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 152,423 | 86,660 |
Recurring [Member] | Level 1 [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 1 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 1 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 1 [Member] | Agency discount notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 1 [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 152,423 | 86,660 |
Recurring [Member] | Level 1 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | ||
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 207,294 | 204,092 |
Recurring [Member] | Level 2 [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 45,894 | 36,981 |
Recurring [Member] | Level 2 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,006 | 18,024 |
Recurring [Member] | Level 2 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 152,394 | 132,102 |
Recurring [Member] | Level 2 [Member] | Agency discount notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,986 | |
Recurring [Member] | Level 2 [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | ||
Recurring [Member] | Level 2 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 4,999 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | ||
Recurring [Member] | Level 3 [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Agency discount notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | ||
Recurring [Member] | Level 3 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents |
MARKETABLE SECURITIES (Schedule
MARKETABLE SECURITIES (Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | $ 207,294 | $ 199,093 |
Gross Unrealized Gains | 18 | 6 |
Gross Unrealized Losses | (56) | (127) |
Amortized Cost | 207,332 | 199,214 |
Commercial paper [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 45,894 | 36,981 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Amortized Cost | 45,894 | 36,981 |
Corporate bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 9,006 | 18,024 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (3) | (5) |
Amortized Cost | 9,009 | 18,027 |
Agency bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 152,394 | 132,102 |
Gross Unrealized Gains | 18 | |
Gross Unrealized Losses | (53) | (122) |
Amortized Cost | $ 152,429 | 132,224 |
Agency discount notes [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 11,986 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | ||
Amortized Cost | $ 11,982 |
MARKETABLE SECURITIES (Schedu52
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value | ||
Less Than 12 Months | $ 100,024 | $ 137,123 |
12 Months or Greater | ||
Total | 100,024 | 137,123 |
Unrealized Loss | ||
Less Than 12 Months | (56) | (127) |
12 Months or Greater | ||
Total | (56) | (127) |
Corporate bonds [Member] | ||
Fair Value | ||
Less Than 12 Months | 8,006 | 10,021 |
12 Months or Greater | ||
Total | 8,006 | 10,021 |
Unrealized Loss | ||
Less Than 12 Months | (3) | (5) |
12 Months or Greater | ||
Total | (3) | (5) |
Agency bonds [Member] | ||
Fair Value | ||
Less Than 12 Months | 92,018 | 127,102 |
12 Months or Greater | ||
Total | 92,018 | 127,102 |
Unrealized Loss | ||
Less Than 12 Months | (53) | (122) |
12 Months or Greater | ||
Total | $ (53) | $ (122) |
ACQUISITIONS (Summary of Purcha
ACQUISITIONS (Summary of Purchase Price and Net Assets Acquired) (Details) € in Thousands, $ in Thousands | Feb. 09, 2015USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) |
Fair value of purchase consideration: | |||||
Net cash consideration | $ 73,422 | $ 14,340 | |||
Fair value of net assets acquired: | |||||
Goodwill | 170,667 | 172,197 | 67,307 | ||
Euro [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent liability | € | € 800 | ||||
Eat 24 Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition-related transaction costs | $ 200 | ||||
Funds held in escrow | $ 3,400 | ||||
Shares issued or issuable for business acquisition | shares | 1,402,844 | ||||
Revenues | $ 39,200 | ||||
Fair value of purchase consideration: | |||||
Cash consideration | $ 75,000 | ||||
Fair value of common stock | 59,200 | ||||
Contingent consideration | 1,876 | ||||
Total purchase price | 134,158 | ||||
Fair value of net assets acquired: | |||||
Cash and cash equivalents | 1,578 | ||||
Intangibles | 39,600 | ||||
Goodwill | 110,927 | ||||
Other assets | 6,031 | ||||
Total assets acquired | 158,136 | ||||
Deferred tax liability | (15,207) | ||||
Other liabilities | (8,771) | ||||
Total liabilities assumed | (23,978) | ||||
Net assets acquired | 134,158 | ||||
Restaurant Kritik and Cityvox [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash acquired from acquisition | 100 | ||||
Acquisition-related transaction costs | 600 | ||||
Contingent liability | 900 | ||||
Fair value of purchase consideration: | |||||
Net cash consideration | 15,264 | ||||
Contingent consideration | 826 | ||||
Total purchase price | 16,090 | ||||
Fair value of net assets acquired: | |||||
Net tangible assets | (277) | ||||
Intangibles | 1,546 | ||||
Goodwill | $ 13,995 | ||||
Distributed [Member] | Eat 24 Inc [Member] | |||||
Fair value of purchase consideration: | |||||
Cash consideration | 56,624 | ||||
Fair value of common stock | $ 46,143 | ||||
Escrow account [Member] | Eat 24 Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued or issuable for business acquisition | shares | 308,626 | ||||
Fair value of purchase consideration: | |||||
Cash consideration | $ 16,500 | ||||
Fair value of common stock | $ 13,015 |
ACQUISITIONS (Summary of Estima
ACQUISITIONS (Summary of Estimated Useful lives of Intangible Assets Acquired ) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 09, 2015 | Dec. 31, 2014 | |
Eat 24 Inc [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount assigned | $ 39,600 | ||
Weighted average useful life | 8 years 7 months 6 days | ||
Eat 24 Inc [Member] | Restaurant Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount assigned | 17,400 | ||
Weighted average useful life | 12 years | ||
Eat 24 Inc [Member] | Developed technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount assigned | 7,400 | ||
Weighted average useful life | 5 years | ||
Eat 24 Inc [Member] | Advertiser relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount assigned | 12,000 | ||
Weighted average useful life | 7 years | ||
Eat 24 Inc [Member] | Trade name [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount assigned | $ 2,800 | ||
Weighted average useful life | 4 years | ||
Restaurant Kritik and Cityvox [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount assigned | $ 1,546 | ||
Weighted average useful life | 4 years 3 months 18 days | ||
Restaurant Kritik and Cityvox [Member] | Developed technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 6 months | ||
Restaurant Kritik and Cityvox [Member] | Trade name [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 2 years | ||
Restaurant Kritik and Cityvox [Member] | Content [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 5 years |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents | ||||
Cash | $ 119,778 | $ 79,954 | ||
Money market funds | 152,423 | 91,659 | ||
Total cash and cash equivalents | 272,201 | 171,613 | $ 247,312 | $ 389,764 |
Restricted cash related to letters of credit | $ 17,317 | $ 16,486 |
PROPERTY, EQUIPMENT AND SOFTW56
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 28.5 | $ 23 | $ 14.3 |
PROPERTY, EQUIPMENT AND SOFTW57
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 168,865 | $ 130,830 |
Less accumulated depreciation | (76,425) | (50,363) |
Property, equipment and software, net | 92,440 | 80,467 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 28,551 | 26,004 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 1,079 | 1,213 |
Capitalized website and internal-use software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 61,515 | 42,320 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 14,162 | 10,771 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 60,101 | 47,552 |
Telecommunication [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 3,457 | $ 2,970 |
GOODWILL AND INTANGIBLE ASSET58
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 6.8 | $ 6.5 | $ 2.4 |
GOODWILL AND INTANGIBLE ASSET59
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Balance | $ 172,197 | $ 67,307 | |
Goodwill measurement period adjustment | 146 | (255) | |
Goodwill acquired | 110,927 | ||
Effect of currency translation | (1,676) | (5,782) | |
Balance | $ 170,667 | $ 172,197 | $ 67,307 |
GOODWILL AND INTANGIBLE ASSET60
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 50,045 | $ 50,300 |
Accumulated Amortization | (17,434) | (11,006) |
Total | 32,611 | 39,294 |
Restaurant and User Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,400 | 29,400 |
Accumulated Amortization | (5,981) | (2,817) |
Total | $ 23,419 | $ 26,583 |
Weighted Average Remaining Life | 8 years 2 months 12 days | 9 years 1 month 6 days |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 9,280 | $ 9,295 |
Accumulated Amortization | (4,122) | (2,441) |
Total | $ 5,158 | $ 6,854 |
Weighted Average Remaining Life | 3 years 1 month 6 days | 4 years 1 month 6 days |
Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,674 | $ 3,922 |
Accumulated Amortization | (2,581) | (2,066) |
Total | $ 1,093 | $ 1,856 |
Weighted Average Remaining Life | 2 years | 2 years 8 months 12 days |
Trade name and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,338 | $ 3,350 |
Accumulated Amortization | (1,861) | (1,139) |
Total | $ 1,477 | $ 2,211 |
Weighted Average Remaining Life | 2 years 1 month 6 days | 3 years 1 month 6 days |
Domains and data licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,804 | $ 2,625 |
Accumulated Amortization | (1,340) | (835) |
Total | $ 1,464 | $ 1,790 |
Weighted Average Remaining Life | 3 years | 3 years 10 months 24 days |
Advertiser relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,549 | $ 1,708 |
Accumulated Amortization | (1,549) | (1,708) |
Total | ||
Weighted Average Remaining Life | 0 years | 0 years |
GOODWILL AND INTANGIBLE ASSET61
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Estimated future amortization expense: | ||
2,017 | $ 6,763 | |
2,018 | 6,280 | |
2,019 | 5,399 | |
2,020 | 3,406 | |
2,021 | 3,166 | |
Thereafter | 7,597 | |
Total | $ 32,611 | $ 39,294 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Cost-method investments | $ 8,000 | |
Other | 2,992 | 3,701 |
Total | $ 10,992 | $ 3,701 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Restaurant revenue share liability | $ 17,372 | $ 12,654 |
Accrued employee vacation | 6,196 | 4,662 |
Accrued income, payroll and other taxes | 5,456 | 3,451 |
Accrued marketing | 4,633 | 2,144 |
Accrued employee benefits and other employee expenses | 4,337 | 3,631 |
Accrued bonuses and commissions | 3,079 | 4,546 |
Accrued facilities and related | 2,427 | 1,928 |
Accrued consulting | 1,824 | 1,763 |
Deferred rent | 1,655 | 786 |
Employee stock purchase plan liability | 1,059 | 817 |
Merchant revenue share liability | 980 | 1,212 |
Fixed asset purchase commitments | 723 | 1,318 |
Other accrued expenses | 5,341 | 4,546 |
Total | $ 55,082 | $ 43,458 |
LONG-TERM LIABILITIES (Schedule
LONG-TERM LIABILITIES (Schedule of Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | ||
Deferred rent | $ 16,896 | $ 11,324 |
Other long-term liabilities | 725 | 706 |
Total | $ 17,621 | $ 12,030 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | |||
Interest income, net | $ 1,724 | $ 622 | $ 375 |
Transaction loss on foreign exchange | (175) | (687) | (121) |
Other non-operating income (loss), net | 145 | 451 | (33) |
Other income, net | $ 1,694 | $ 386 | $ 221 |
COMMITMENTS AND CONTINGENCIES66
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | Feb. 10, 2017USD ($) | Feb. 29, 2016USD ($) | Jan. 31, 2016USD ($) | Aug. 31, 2014Claims | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Loss Contingencies [Line Items] | |||||||
Rental expense | $ 36,800 | $ 30,900 | $ 14,600 | ||||
Sublease rental income | 2,000 | $ 1,400 | $ 0 | ||||
Expected future sublease rental income | 8,300 | ||||||
Number of lawsuits filed | Claims | 2 | ||||||
Payroll tax audit liability | $ 500 | ||||||
Amount released from escrow fund | $ 1,100 | ||||||
Lawsuit Filed By Former Sales Employee [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 200 | ||||||
Subsequent Event [Member] | Putative Class Action Lawsuit [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 550 |
COMMITMENTS AND CONTINGENCIES67
COMMITMENTS AND CONTINGENCIES (Schedule of Aggregate Future Lease Commitments) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Aggregate Future Lease Commitments | |
2,017 | $ 42,321 |
2,018 | 44,355 |
2,019 | 44,449 |
2,020 | 45,892 |
2,021 | 38,095 |
Thereafter | 92,401 |
Total minimum lease payments | $ 307,513 |
STOCKHOLDERS' EQUITY (Award Com
STOCKHOLDERS' EQUITY (Award Compensation Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 86,261 | $ 60,842 | $ 42,273 |
Capitalized stock-based compensation | $ 4,500 | 3,000 | 2,300 |
RSUs and RSAs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Unrecognized compensation costs | $ 208,800 | ||
Unrecognized compensation costs, period for recognition | 3 years | ||
RSUs and RSAs [Member] | End of year one [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 25.00% | ||
RSUs and RSAs [Member] | First Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 10.00% | ||
RSUs and RSAs [Member] | Second Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 20.00% | ||
RSUs and RSAs [Member] | Third Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 30.00% | ||
RSUs and RSAs [Member] | Fourth year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 40.00% | ||
Stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Exercisable period | 10 years | ||
Intrinsic value of options exercised | $ 23,230 | $ 26,200 | $ 108,700 |
Weighted average grant date fair value | $ 10.16 | $ 22.48 | $ 41.84 |
Unrecognized compensation costs | $ 21,000 | ||
Unrecognized compensation costs, period for recognition | 2 years 2 months 12 days | ||
Stock options [Member] | End of year one [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 25.00% | ||
Stock options [Member] | First Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 10.00% | ||
Stock options [Member] | Second Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 20.00% | ||
Stock options [Member] | Third Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 30.00% | ||
Stock options [Member] | Fourth year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 40.00% | ||
ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Subscription rate of eligible compensation | 15.00% | ||
Purchase price, percentage of fair market value | 85.00% | ||
Number of shares purchased | 342,057 | ||
Weighted-average purchase price | $ 26.12 | ||
Stock-based compensation | $ 1,500 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | 500,000,000 |
Common stock, Shares Issued | 79,429,833 | 75,982,802 |
Common stock, Shares Outstanding | 79,429,833 | 75,982,802 |
Undesignated Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Undesignated Preferred Stock, Shares Issued | ||
Undesignated Preferred Stock, Shares Outstanding | ||
Class A [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | |
Common stock, Shares Issued | 66,535,156 | |
Common stock, Shares Outstanding | 66,535,156 | |
Class B [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 100,000,000 | |
Common stock, Shares Issued | 9,447,646 | |
Common stock, Shares Outstanding | 9,447,646 | |
Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock, Shares Issued | 79,429,833 | |
Common stock, Shares Outstanding | 79,429,833 |
STOCKHOLDERS' EQUITY (Schedul70
STOCKHOLDERS' EQUITY (Schedule of Shares Reserved for Issuance) (Details) | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 19,200,596 |
Options outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 8,018,941 |
Restricted stock units and awards outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 7,090,465 |
Available for future stock option and restricted stock units and awards grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 2,787,277 |
Available for future ESPP offerings [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 1,303,913 |
STOCKHOLDERS' EQUITY (Schedul71
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | ||
Outstanding, beginning balance | 8,206,356 | |
Granted | 1,341,250 | |
Exercised | (1,290,205) | |
Canceled | (238,460) | |
Outstanding, ending balance | 8,018,941 | 8,206,356 |
Options vested and exercisable | 6,292,994 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning balance | $ 20.93 | |
Granted | 23.58 | |
Exercised | 15.95 | |
Canceled | 36.59 | |
Outstanding, ending balance | 21.71 | $ 20.93 |
Options vested and exercisable | $ 19.18 | |
Weighted-Average Remaining Contractual Term (in years), Outstanding | 6 years 1 month 6 days | 6 years 5 months 9 days |
Weighted-Average Remaining Contractual Term (in years), Options vested and exercisable | 5 years 5 months 9 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 92,454 | |
Outstanding, ending balance | 147,673 | $ 92,454 |
Options vested and exercisable | $ 128,488 |
STOCKHOLDERS' EQUITY (Summary o
STOCKHOLDERS' EQUITY (Summary of Options Outstanding and Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding Number of Options Outstanding | shares | 8,018,941 |
Options Outstanding Weighted Average Remaining Life (Years) | 6 years 1 month 6 days |
Options Outstanding Weighted Average Exercise Price | $ 21.71 |
Options Vested and Exercisable Number of Options | shares | 6,292,994 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 19.18 |
$1.00 - $6.92 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 1 |
Exercise Price Range, upper limit | $ 6.92 |
Options Outstanding Number of Options Outstanding | shares | 88,816 |
Options Outstanding Weighted Average Remaining Life (Years) | 2 years 10 months 10 days |
Options Outstanding Weighted Average Exercise Price | $ 4.48 |
Options Vested and Exercisable Number of Options | shares | 84,649 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 4.45 |
$7.16 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 7.16 |
Exercise Price Range, upper limit | $ 7.16 |
Options Outstanding Number of Options Outstanding | shares | 2,196,634 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 4 days |
Options Outstanding Weighted Average Exercise Price | $ 7.16 |
Options Vested and Exercisable Number of Options | shares | 2,196,634 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 7.16 |
$8.16 - $18.85 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 8.16 |
Exercise Price Range, upper limit | $ 18.85 |
Options Outstanding Number of Options Outstanding | shares | 803,343 |
Options Outstanding Weighted Average Remaining Life (Years) | 5 years 7 months 24 days |
Options Outstanding Weighted Average Exercise Price | $ 15.43 |
Options Vested and Exercisable Number of Options | shares | 728,696 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 15.04 |
$18.91 - $21.13 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 18.91 |
Exercise Price Range, upper limit | $ 21.13 |
Options Outstanding Number of Options Outstanding | shares | 733,521 |
Options Outstanding Weighted Average Remaining Life (Years) | 9 years 22 days |
Options Outstanding Weighted Average Exercise Price | $ 20.53 |
Options Vested and Exercisable Number of Options | shares | 280,551 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 20.55 |
$21.18 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 21.18 |
Exercise Price Range, upper limit | $ 21.18 |
Options Outstanding Number of Options Outstanding | shares | 1,533,803 |
Options Outstanding Weighted Average Remaining Life (Years) | 6 years 1 month 6 days |
Options Outstanding Weighted Average Exercise Price | $ 21.18 |
Options Vested and Exercisable Number of Options | shares | 1,437,801 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 21.18 |
$21.24 - $26.03 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 21.24 |
Exercise Price Range, upper limit | $ 26.03 |
Options Outstanding Number of Options Outstanding | shares | 936,234 |
Options Outstanding Weighted Average Remaining Life (Years) | 6 years 11 months 12 days |
Options Outstanding Weighted Average Exercise Price | $ 24.01 |
Options Vested and Exercisable Number of Options | shares | 606,256 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 25.02 |
$26.89 - $45.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 26.89 |
Exercise Price Range, upper limit | $ 45.50 |
Options Outstanding Number of Options Outstanding | shares | 890,637 |
Options Outstanding Weighted Average Remaining Life (Years) | 7 years 29 days |
Options Outstanding Weighted Average Exercise Price | $ 31.49 |
Options Vested and Exercisable Number of Options | shares | 565,519 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 32.46 |
$47.79 - $78.18 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 47.79 |
Exercise Price Range, upper limit | $ 78.18 |
Options Outstanding Number of Options Outstanding | shares | 818,028 |
Options Outstanding Weighted Average Remaining Life (Years) | 7 years 8 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 56.18 |
Options Vested and Exercisable Number of Options | shares | 382,097 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 60.02 |
$82.42 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 82.42 |
Exercise Price Range, upper limit | $ 82.42 |
Options Outstanding Number of Options Outstanding | shares | 9,025 |
Options Outstanding Weighted Average Remaining Life (Years) | 7 years 3 months 29 days |
Options Outstanding Weighted Average Exercise Price | $ 79.06 |
Options Vested and Exercisable Number of Options | shares | 4,488 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 79.21 |
$94.42 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, lower limit | 94.42 |
Exercise Price Range, upper limit | $ 94.42 |
Options Outstanding Number of Options Outstanding | shares | 8,900 |
Options Outstanding Weighted Average Remaining Life (Years) | 7 years 1 month 28 days |
Options Outstanding Weighted Average Exercise Price | $ 94.42 |
Options Vested and Exercisable Number of Options | shares | 6,303 |
Options Vested and Exercisable Weighted Average Exercise Price | $ 94.42 |
STOCKHOLDERS' EQUITY (Schedul73
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Awards and Restricted Stock Units Activity) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Restricted Stock Units [Member] | |
Number of Shares | |
Unvested, beginning balance | shares | 4,093,204 |
Granted | shares | 5,879,390 |
Released | shares | (1,813,712) |
Canceled | shares | (1,068,417) |
Unvested, ending balance | shares | 7,090,465 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $ / shares | $ 39.45 |
Granted | $ / shares | 28.51 |
Released | $ / shares | 35.29 |
Canceled | $ / shares | 32.92 |
Unvested, ending balance | $ / shares | $ 32.43 |
Restricted Stock Awards [Member] | |
Number of Shares | |
Unvested, beginning balance | shares | 312 |
Granted | shares | |
Released | shares | (312) |
Canceled | shares | |
Unvested, ending balance | shares | 0 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $ / shares | $ 11.68 |
Granted | $ / shares | |
Released | $ / shares | 11.68 |
Canceled | $ / shares | |
Unvested, ending balance | $ / shares |
STOCKHOLDERS' EQUITY (Schedul74
STOCKHOLDERS' EQUITY (Schedule of Fair Value Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||
Dividend yield | |||
Annual risk-free rate | 1.53% | 1.78% | 2.07% |
Expected volatility | 44.00% | 49.27% | 57.56% |
Expected term (years) | 5 years 10 months 2 days | 6 years 1 month 10 days | 6 years 2 months 1 day |
STOCKHOLDERS' EQUITY (Schedul75
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | $ 86,261 | $ 60,842 | $ 42,273 |
Benefit from income taxes | (643) | (402) | (15,064) |
Total stock-based compensation in income (loss) | 85,618 | 60,440 | 27,209 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 2,446 | 1,117 | 729 |
Sales and marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 27,098 | 21,962 | 15,083 |
Product development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 36,323 | 23,431 | 14,804 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 20,394 | 14,332 | 11,657 |
Restructuring and integration [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes |
NET INCOME (LOSS) PER SHARE (Na
NET INCOME (LOSS) PER SHARE (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Class A [Member] | |
Class of Stock [Line Items] | |
Voting rights | 1 |
Class B [Member] | |
Class of Stock [Line Items] | |
Voting rights | 10 |
NET INCOME (LOSS) PER SHARE (Sc
NET INCOME (LOSS) PER SHARE (Schedule of Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Numerator: | ||||
Net income (loss) | $ (4,670) | $ (32,900) | $ 36,473 | |
Allocation of undistributed earnings | $ (4,670) | $ (32,900) | $ 36,473 | |
Denominator: | ||||
Weighted-average shares outstanding | [1] | 77,186,000 | 74,683,000 | 71,936,000 |
Basic net income (loss) per share attributable to common stockholders: | $ (0.06) | $ (0.44) | $ 0.51 | |
Numerator: | ||||
Allocation of undistributed earnings for basic calculation | $ (4,670) | $ (32,900) | $ 36,473 | |
Denominator: | ||||
Number of shares used in basic calculation | [1] | 77,186,000 | 74,683,000 | 71,936,000 |
Weighted-average effect of dilutive securities | ||||
Number of shares used in diluted calculation | [1] | 77,186,000 | 74,683,000 | 76,712,000 |
Diluted net income (loss) per share attributable to common stockholders: | $ (0.06) | $ (0.44) | $ 0.48 | |
Class A [Member] | ||||
Numerator: | ||||
Net income (loss) | $ (4,296) | $ (28,694) | $ 31,178 | |
Allocation of undistributed earnings | $ (4,296) | $ (28,694) | $ 31,178 | |
Denominator: | ||||
Weighted-average shares outstanding | 70,997 | 65,135 | 61,492 | |
Basic net income (loss) per share attributable to common stockholders: | $ (0.06) | $ (0.44) | $ 0.51 | |
Numerator: | ||||
Allocation of undistributed earnings for basic calculation | $ (4,296) | $ (28,694) | $ 31,178 | |
Reallocation of undistributed earnings as a result of conversion from Class B to Class A shares | (374) | (4,206) | 5,295 | |
Reallocation of undistributed earnings to Class B shares | ||||
Allocation of undistributed earnings | $ (4,670) | $ (32,900) | $ 36,473 | |
Denominator: | ||||
Number of shares used in basic calculation | 70,997 | 65,135 | 61,492 | |
Weighted-average effect of dilutive securities | ||||
Conversion of Class B to Class A common shares outstanding | 6,189 | 9,548 | 10,444 | |
Stock options | 4,377 | |||
Other dilutive securities | 399 | |||
Number of shares used in diluted calculation | 77,186 | 74,683 | 76,712 | |
Diluted net income (loss) per share attributable to common stockholders: | $ (0.06) | $ (0.44) | $ 0.48 | |
Class B [Member] | ||||
Numerator: | ||||
Net income (loss) | $ (374) | $ (4,206) | $ 5,295 | |
Allocation of undistributed earnings | $ (374) | $ (4,206) | $ 5,295 | |
Denominator: | ||||
Weighted-average shares outstanding | 6,189 | 9,548 | 10,444 | |
Basic net income (loss) per share attributable to common stockholders: | $ (0.06) | $ (0.44) | $ 0.51 | |
Numerator: | ||||
Allocation of undistributed earnings for basic calculation | $ (374) | $ (4,206) | $ 5,295 | |
Reallocation of undistributed earnings as a result of conversion from Class B to Class A shares | ||||
Reallocation of undistributed earnings to Class B shares | 911 | |||
Allocation of undistributed earnings | $ (374) | $ (4,206) | $ 6,206 | |
Denominator: | ||||
Number of shares used in basic calculation | 6,189 | 9,548 | 10,444 | |
Weighted-average effect of dilutive securities | ||||
Conversion of Class B to Class A common shares outstanding | ||||
Stock options | 2,584 | |||
Other dilutive securities | 25 | |||
Number of shares used in diluted calculation | 6,189 | 9,548 | 13,053 | |
Diluted net income (loss) per share attributable to common stockholders: | $ (0.06) | $ (0.44) | $ 0.48 | |
[1] | The structure of the Company's common stock changed in the year ended December 31, 2016. Refer to Note 14 for details. |
NET INCOME (LOSS) PER SHARE (78
NET INCOME (LOSS) PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 2,082 | 8,206 | 71 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 2,090 | 4,095 | |
Contingently Issuable Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 309 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income (Loss) before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 1,679 | $ (18,604) | $ 13,083 |
Foreign | (4,964) | (2,334) | (1,803) |
Income (Loss) before income taxes | $ (3,285) | $ (20,938) | $ 11,280 |
INCOME TAXES (Schedule of Inc80
INCOME TAXES (Schedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (10) | ||
State | 35 | 370 | 704 |
Foreign | 86 | 1,010 | 1,322 |
Current income tax provision (benefit) | 121 | 1,370 | 2,026 |
Deferred: | |||
Federal | 106 | 3,505 | (14,806) |
State | 13 | 6,245 | (7,613) |
Foreign | 1,145 | 842 | (4,800) |
Deferred income tax provision (benefit) | 1,264 | 10,592 | (27,219) |
Total provision for (benefit from) income taxes | $ 1,385 | $ 11,962 | $ (25,193) |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | 35.00% | 35.00% | 35.00% |
State-net of federal effect | 21.41% | 5.32% | 3.63% |
Foreign rate differential | (1.54%) | (10.03%) | (2.17%) |
Stock-based compensation | 10.50% | (3.60%) | 12.76% |
Acquisition costs | (0.38%) | ||
Meals & Entertainment | (13.84%) | (2.63%) | 3.75% |
Tax credits | 163.87% | 14.30% | (23.37%) |
Change in valuation allowance | (189.19%) | (96.18%) | (248.14%) |
Change in tax rate | (0.12%) | (0.73%) | (4.72%) |
Benefit for tax only asset | 4.99% | ||
Non-deductible expenses | (6.16%) | (1.58%) | 1.36% |
Prior year deferred true-ups | (11.81%) | (0.57%) | |
Expiration of deferred benefit | (50.76%) | ||
Other | 0.47% | (1.00%) | (1.44%) |
Effective Tax Rate | (42.17%) | (57.09%) | (223.34%) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Reserves and others | $ 13,382 | $ 8,656 |
Stock-based compensation | 29,402 | 26,236 |
Contribution carryforward | 11 | 1,782 |
Net operating loss carryforward | 64,478 | 7,048 |
Tax credit carryforward | 17,185 | 8,985 |
Gross deferred tax assets | 124,458 | 52,707 |
Valuation allowance | (92,191) | (20,542) |
Total deferred tax assets | 32,267 | 32,165 |
Deferred tax liabilities: | ||
Depreciation and amortization | (30,140) | (28,896) |
Total deferred tax liabilities | (30,140) | (28,896) |
Net deferred tax assets (liabilities) | $ 2,127 | $ 3,269 |
INCOME TAXES (Reconciliation 83
INCOME TAXES (Reconciliation of Unrecognized Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Balance at the beginning of the year | $ 5,049 | $ 3,276 | $ 1,774 |
Increase (Decrease) based on tax positions related to the prior year | 1,381 | (31) | 69 |
Increase based on tax positions related to the current year | 4,131 | 1,804 | 1,433 |
Lapse of statute of limitations | (221) | ||
Balance at the end of the year | $ 10,340 | $ 5,049 | $ 3,276 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||||
Earnings of foreign subsidiaries to be reinvested indefinitely | $ 2,600 | |||
Unrecognized tax benefits | 10,340 | $ 5,049 | $ 3,276 | $ 1,774 |
Unrecognized tax benefits that would affect the effective tax rate | 800 | |||
Expense to establish valuation allowance | 1,400 | |||
Cumulative effect adjustment upon adoption of ASU 2016-09 | $ 200 | |||
California Enterprise Zone Credit [Member] | ||||
Income Taxes [Line Items] | ||||
Credit carryforwards | 5,200 | |||
Domestic [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 154,900 | |||
Tax stock option deductions in excess of book deductions | 164,100 | |||
Domestic [Member] | Research [Member] | ||||
Income Taxes [Line Items] | ||||
Credit carryforwards | 8,600 | |||
Tax stock option deductions in excess of book deductions | 1,300 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 132,900 | |||
Tax stock option deductions in excess of book deductions | 125,700 | |||
State [Member] | Research [Member] | ||||
Income Taxes [Line Items] | ||||
Tax stock option deductions in excess of book deductions | 8,000 | |||
State [Member] | State Enterprise Zone Credit [Member] | ||||
Income Taxes [Line Items] | ||||
Tax stock option deductions in excess of book deductions | 100 | |||
Ireland [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 10,100 | |||
Tax stock option deductions in excess of book deductions | 1,400 | |||
Germany [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 7,200 |
INFORMATION ABOUT REVENUE AND85
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Net Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 713,069 | $ 549,711 | $ 377,536 |
Advertising [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 645,241 | 471,416 | 335,450 |
Transactions [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 62,495 | 43,854 | 5,247 |
Brand advertising [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 31,012 | 34,482 | |
Other services [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 5,333 | $ 3,429 | $ 2,357 |
INFORMATION ABOUT REVENUE AND86
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 713,069 | $ 549,711 | $ 377,536 |
Unites States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 698,244 | 537,567 | 366,579 |
All Other Countries [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 14,825 | 12,144 | 10,957 |
Local [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 624,694 | 448,236 | 319,137 |
Transactions [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 62,495 | 43,854 | 5,247 |
Brand advertising [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 31,012 | 34,482 | |
Other services [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 25,880 | $ 26,609 | $ 18,670 |
INFORMATION ABOUT REVENUE AND87
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 92,440 | $ 84,168 | $ 79,244 |
Unites States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 89,362 | 78,675 | 73,344 |
All Other Countries [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 3,078 | $ 5,493 | $ 5,900 |
RESTRUCTURING AND INTEGRATION88
RESTRUCTURING AND INTEGRATION (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Restructuring and Related Activities [Abstract] | |
Restructuring and integration costs | $ 3.5 |
Restructuring and integration costs paid | 2.1 |
Restructuring liability | 1.5 |
Expected restructuring costs to be incurred during 2017 | $ 0.2 |
RESTRUCTURING AND INTEGRATION89
RESTRUCTURING AND INTEGRATION (Schedule of Restructuring and Integration Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring and integration | $ 3,455 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Nowait [Member] - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2017 | Oct. 31, 2016 | |
Subsequent Event [Line Items] | ||
Purchase price for cost method investment | $ 8 | |
Percentage of interest held in cost method investment | 20.00% | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Purchase price for acquired business | $ 40 |