Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-35444 | ||
Entity Registrant Name | YELP INC | ||
Entity Central Index Key | 0001345016 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-1854266 | ||
Entity Address, Address Line One | 140 New Montgomery Street, 9th Floor | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94105 | ||
City Area Code | 415 | ||
Local Phone Number | 908-3801 | ||
Title of 12(b) Security | Common Stock, par value $0.000001 per share | ||
Trading Symbol | YELP | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,991,454,326 | ||
Entity Common Stock, Shares Outstanding | 71,839,649 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 170,281 | $ 332,764 |
Short-term marketable securities | 242,000 | 423,096 |
Accounts receivable (net of allowance for doubtful accounts of $7,686 and $8,685 at December 31, 2019 and December 31, 2018, respectively) | 106,832 | 87,305 |
Prepaid expenses and other current assets | 14,196 | 17,104 |
Total current assets | 533,309 | 860,269 |
Long-term marketable securities | 53,499 | 0 |
Property, equipment and software, net | 110,949 | 114,800 |
Operating lease, right-of-use asset | 197,866 | |
Goodwill | 104,589 | 105,620 |
Intangibles, net | 10,082 | 13,359 |
Restricted cash | 22,037 | 22,071 |
Other non-current assets | 38,369 | 59,444 |
Total assets | 1,070,700 | 1,175,563 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 72,333 | 61,062 |
Operating lease liabilities — current | 57,507 | |
Deferred revenue | 4,315 | 3,843 |
Total current liabilities | 134,155 | 64,905 |
Operating lease liabilities — long-term | 174,756 | |
Other long-term liabilities | 6,798 | 35,140 |
Total liabilities | 315,709 | 100,045 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Common stock, $0.000001 par value — 200,000,000 shares authorized, 71,185,468 and 81,996,839 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Additional paid-in capital | 1,259,803 | 1,139,462 |
Accumulated other comprehensive loss | (11,759) | (11,021) |
Accumulated deficit | (493,053) | (52,923) |
Total stockholders’ equity | 754,991 | 1,075,518 |
Total liabilities and stockholders’ equity | $ 1,070,700 | $ 1,175,563 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance for credit loss, current | $ 7,686 | $ 8,685 | $ 8,602 | $ 6,196 |
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common stock, shares issued (in shares) | 71,185,468 | 81,996,839 | ||
Common stock, shares outstanding (in shares) | 71,185,468 | 81,996,839 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||||||||||
Net revenue | $ 268,823,000 | $ 262,474,000 | $ 246,955,000 | $ 235,942,000 | $ 243,740,000 | $ 241,096,000 | $ 234,863,000 | $ 223,074,000 | $ 1,014,194,000 | $ 942,773,000 | $ 850,847,000 |
Costs and expenses: | |||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,656,000 | 16,514,000 | 14,975,000 | 14,265,000 | 14,255,000 | 14,177,000 | 14,708,000 | 14,732,000 | 62,410,000 | 57,872,000 | 70,518,000 |
Sales and marketing | 126,370,000 | 127,655,000 | 122,045,000 | 124,316,000 | 121,256,000 | 121,759,000 | 120,653,000 | 119,641,000 | 500,386,000 | 483,309,000 | 437,424,000 |
Product development | 61,138,000 | 56,661,000 | 54,566,000 | 58,075,000 | 54,273,000 | 53,764,000 | 52,789,000 | 51,493,000 | 230,440,000 | 212,319,000 | 175,787,000 |
General and administrative | 34,164,000 | 39,703,000 | 30,932,000 | 31,292,000 | 29,677,000 | 30,302,000 | 28,583,000 | 32,007,000 | 136,091,000 | 120,569,000 | 109,707,000 |
Depreciation and amortization | 12,849,000 | 12,391,000 | 12,240,000 | 11,876,000 | 11,557,000 | 10,713,000 | 10,509,000 | 10,028,000 | 49,356,000 | 42,807,000 | 41,198,000 |
Restructuring and integration | 0 | 0 | 288,000 | ||||||||
Gain on disposal of a business unit | 0 | 0 | (163,697,000) | ||||||||
Total costs and expenses | 251,177,000 | 252,924,000 | 234,758,000 | 239,824,000 | 231,018,000 | 230,715,000 | 227,242,000 | 227,901,000 | 978,683,000 | 916,876,000 | 671,225,000 |
Income from operations | 17,646,000 | 9,550,000 | 12,197,000 | (3,882,000) | 12,722,000 | 10,381,000 | 7,621,000 | (4,827,000) | 35,511,000 | 25,897,000 | 179,622,000 |
Other income, net | 2,611,000 | 3,063,000 | 3,891,000 | 4,691,000 | 4,160,000 | 3,921,000 | 3,424,000 | 2,604,000 | 14,256,000 | 14,109,000 | 4,864,000 |
Income before income taxes | 20,257,000 | 12,613,000 | 16,088,000 | 809,000 | 16,882,000 | 14,302,000 | 11,045,000 | (2,223,000) | 49,767,000 | 40,006,000 | 184,486,000 |
Provision for (benefit from) income taxes | 3,105,000 | 2,552,000 | 3,785,000 | (556,000) | (15,064,000) | (684,000) | 341,000 | 63,000 | 8,886,000 | (15,344,000) | 31,491,000 |
Net income attributable to common stockholders | $ 17,152,000 | $ 10,061,000 | $ 12,303,000 | $ 1,365,000 | $ 31,946,000 | $ 14,986,000 | $ 10,704,000 | $ (2,286,000) | $ 40,881,000 | $ 55,350,000 | $ 152,995,000 |
Net income per share attributable to common stockholders | |||||||||||
Basic (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.16 | $ 0.02 | $ 0.39 | $ 0.18 | $ 0.13 | $ (0.03) | $ 0.55 | $ 0.66 | $ 1.87 |
Diluted (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.16 | $ 0.02 | $ 0.37 | $ 0.17 | $ 0.12 | $ (0.03) | $ 0.52 | $ 0.62 | $ 1.76 |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders | |||||||||||
Basic (in shares) | 70,627 | 70,773 | 75,601 | 81,772 | 82,706 | 84,008 | 83,769 | 83,785 | 74,627 | 83,573 | 81,602 |
Diluted (in shares) | 72,987 | 73,712 | 78,530 | 85,087 | 86,287 | 88,724 | 88,651 | 83,785 | 77,969 | 88,709 | 87,170 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 40,881 | $ 55,350 | $ 152,995 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments | (738) | (2,760) | 7,620 |
Foreign currency adjustments to net income upon liquidation of investments in foreign entities | 0 | 183 | (488) |
Other comprehensive (loss) income | (738) | (2,577) | 7,132 |
Comprehensive income | $ 40,143 | $ 52,773 | $ 160,127 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) |
Balance (in shares) at Dec. 31, 2016 | 79,429,833 | |||||
Balance at Dec. 31, 2016 | $ 816,138 | $ 0 | $ 892,983 | $ 0 | $ (15,576) | $ (61,269) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 1,519,771 | |||||
Issuance of common stock upon exercises of employee stock options | 29,997 | 29,997 | ||||
Issuance of common stock upon vesting of RSUs (in shares) | 2,702,838 | |||||
Issuance of common stock upon vesting of RSUs | 0 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 373,580 | |||||
Issuance of common stock for employee stock purchase plan | 10,920 | 10,920 | ||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 106,639 | 106,639 | ||||
Shares withheld related to net share settlement of equity awards | (2,522) | (2,522) | ||||
Repurchases of common stock | (12,602) | (12,602) | ||||
Retirement of common stock (in shares) | (301,106) | |||||
Retirement of common stock | 0 | 12,556 | (12,556) | |||
Foreign currency adjustments | 7,132 | 7,132 | ||||
Net income | 152,995 | 152,995 | ||||
Balance (in shares) at Dec. 31, 2017 | 83,724,916 | |||||
Balance at Dec. 31, 2017 | 1,108,697 | $ 0 | 1,038,017 | (46) | (8,444) | 79,170 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 779,871 | |||||
Issuance of common stock upon exercises of employee stock options | 15,581 | 15,581 | ||||
Issuance of common stock upon vesting of RSUs (in shares) | 1,946,476 | |||||
Issuance of common stock upon vesting of RSUs | 0 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 442,679 | |||||
Issuance of common stock for employee stock purchase plan | 14,198 | 14,198 | ||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 121,878 | 121,878 | ||||
Shares withheld related to net share settlement of equity awards | (50,212) | (50,212) | ||||
Repurchases of common stock | (187,397) | (187,397) | ||||
Retirement of common stock (in shares) | (4,897,103) | |||||
Retirement of common stock | 0 | 187,443 | (187,443) | |||
Foreign currency adjustments | (2,577) | (2,577) | ||||
Net income | $ 55,350 | 55,350 | ||||
Balance (in shares) at Dec. 31, 2018 | 81,996,839 | 81,996,839 | ||||
Balance at Dec. 31, 2018 | $ 1,075,518 | $ 0 | 1,139,462 | 0 | (11,021) | (52,923) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 826,124 | 826,124 | ||||
Issuance of common stock upon exercises of employee stock options | $ 17,488 | 17,488 | ||||
Issuance of common stock upon vesting of RSUs (in shares) | 2,018,794 | |||||
Issuance of common stock upon vesting of RSUs | 0 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 534,120 | |||||
Issuance of common stock for employee stock purchase plan | 14,775 | 14,775 | ||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 131,223 | 131,223 | ||||
Shares withheld related to net share settlement of equity awards | (43,145) | (43,145) | ||||
Repurchases of common stock | (481,011) | (481,011) | ||||
Retirement of common stock (in shares) | (14,190,409) | |||||
Retirement of common stock | 0 | 481,011 | (481,011) | |||
Foreign currency adjustments | (738) | (738) | ||||
Net income | $ 40,881 | 40,881 | ||||
Balance (in shares) at Dec. 31, 2019 | 71,185,468 | 71,185,468 | ||||
Balance at Dec. 31, 2019 | $ 754,991 | $ 1,259,803 | $ 0 | $ (11,759) | $ (493,053) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities | |||
Net income | $ 40,881 | $ 55,350 | $ 152,995 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 49,356 | 42,807 | 41,198 |
Provision for doubtful accounts | 22,543 | 24,515 | 20,917 |
Stock-based compensation | 121,512 | 114,386 | 100,415 |
Noncash lease cost | 41,365 | 0 | 0 |
Deferred income taxes | (2,799) | (15,469) | 0 |
Gain on disposal of a business unit | 0 | 0 | (163,697) |
Other adjustments, net | (2,997) | (722) | 1,512 |
Changes in operating assets and liabilities, net of acquisitions and disposal of a business unit: | |||
Accounts receivable | (42,070) | (35,664) | (36,146) |
Prepaid expenses and other assets | (1,349) | (5,192) | (2,581) |
Operating lease liabilities | (41,808) | 0 | 0 |
Accounts payable, accrued liabilities and other liabilities | 20,148 | (19,824) | 53,034 |
Net cash provided by operating activities | 204,782 | 160,187 | 167,647 |
Investing Activities | |||
Purchases of marketable securities | (541,451) | (751,237) | (354,895) |
Maturities of marketable securities | 674,097 | 613,700 | 264,000 |
Sale of investment prior to maturity | 0 | 17,895 | 0 |
Disposal of a business unit, net of cash sold | 0 | 0 | 252,663 |
Acquisition, net of cash received | 0 | 0 | (50,544) |
Release of escrow deposit | 28,750 | 0 | 0 |
Purchases of property, equipment and software | (37,522) | (44,972) | (30,245) |
Other investing activities | 461 | 245 | 157 |
Net cash provided by (used in) investing activities | 124,335 | (164,369) | 81,136 |
Financing Activities | |||
Proceeds from issuance of common stock for employee stock-based plans | 32,263 | 29,779 | 40,917 |
Taxes paid related to the net share settlement of equity awards | (42,771) | (50,144) | (1,199) |
Repurchases of common stock | (481,011) | (187,382) | (12,556) |
Net cash (used in) provided by financing activities | (491,519) | (207,747) | 27,162 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (115) | 360 | 941 |
Change in cash, cash equivalents and restricted cash | (162,517) | (211,569) | 276,886 |
Cash, cash equivalents and restricted cash — Beginning of period | 354,835 | 566,404 | 289,518 |
Cash, cash equivalents and restricted cash — End of period | 192,318 | 354,835 | 566,404 |
Supplemental Disclosures of Other Cash Flow Information | |||
Cash paid for income taxes, net of refunds | 6,912 | 29,159 | 530 |
Supplemental Disclosures of Noncash Investing and Financing Activities | |||
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | 1,490 | 4,440 | 11,493 |
Goodwill measurement period adjustment | 0 | 0 | (178) |
Tax liability related to net share settlement of equity awards included in accrued liabilities | 912 | 971 | 1,323 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 6,325 | $ 0 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 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 consumers with great local businesses. Yelp’s trusted local platform delivers significant value to both consumers and businesses by helping each discover and interact with the other: its content and transaction capabilities help consumers save time and money, while its advertising and other products help businesses gain visibility and engage with its large audience of purchase-oriented consumers. The Company consisted of Yelp Inc. and five wholly owned entities as of December 31, 2019: Yelp UK Ltd was incorporated on December 1, 2008; Darwin Social Marketing Inc. (formerly Yelp Canada 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; and Yelp GmbH (formerly Qype GmbH) was acquired on October 23, 2012. Turnstyle Analytics Inc., which was acquired on April 3, 2017, was combined with Darwin Social Marketing Inc. on January 1, 2019. 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 upon consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation, including the combining of accounts payable and accrued liabilities into one financial statement line item on the consolidated balance sheets, reclassifying deferred revenue to accounts payable, accrued liabilities and other liabilities on the consolidated statements of cash flows, and reclassifying capitalized website and software development costs to purchases of property, equipment and software on the consolidated statements of cash flows. Certain Significant Risks and Uncertainties —The Company operates in a dynamic industry and, accordingly, may be affected by a variety of factors. For example, the Company’s 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 Company’s websites and mobile applications and the number of reviews and advertisers they attract; the success of the Company's strategy; 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 Company’s growth; protection of the Company’s 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 Company’s business, among other things. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates —The preparation of the Company’s 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 management’s estimates. Foreign Currency Translation —The consolidated financial statements of the Company’s 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 has a policy that generally requires securities to be investment grade (i.e. rated ‘A+’ or higher by bond rating firms) with the objective of minimizing the potential risk of principal loss. In the event that the rating drops below that investment grade, the Company will sell the security prior to maturity. 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. The Company considers highly liquid treasury notes, U.S. agency securities, corporate debt securities, money market funds and other funds with maturities of more than three months to be marketable securities. 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 marketable 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 Company’s large number of customers. In addition, the Company’s credit risk is mitigated by the relatively short collection period. Collateral is not required for accounts receivable. Accounts Receivable, Net and Payment Terms —The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an accounts receivable balance when revenue is recognized prior to or at the time of invoicing the customer. Payment terms and conditions vary by contract type and the service being provided. For advertising services, the Company typically invoices customers on a monthly basis, one month in arrears, with payment due either at the end of each billing period or up to 30 days after the end of the billing period. For transaction services, the Company collects its commission fee on each transaction either at the time of the transaction or up to 30 days after the end of the billing period. For subscription services, the Company typically invoices customers one month in advance, with payment due at the beginning of each billing period. Allowance for Doubtful Accounts —The Company maintains an allowance for doubtful accounts receivable. The allowance reflects the Company's best estimate of probable losses associated with the accounts receivable balance. It is based upon historical experience and loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and known delinquent accounts. When new information becomes available that allows the Company to more accurately estimate the allowance, it makes an adjustment, which is considered a change in accounting estimate. The carrying value of accounts receivable approximates their fair value. Deferred Contract Costs —The Company has determined that certain sales incentive compensation costs are incremental costs to obtain the related contract. These costs are capitalized in the period in which they are incurred and amortized on a straight-line basis over the expected customer life of the associated contract. The Company uses a straight-line basis as it expects the benefit of these costs to be realized uniformly over the amortization period. The amortization periods for contract costs, which extend up to 41 months, were determined based on both qualitative and quantitative factors, including product life cycle attributes and customer retention historical data. For contract costs with amortization periods of less than 12 months, the Company applies a practical expedient to expense such costs as incurred. The Company assesses deferred contract costs for impairment on a quarterly basis. Amortized contract costs are recorded within sales and marketing expense in the consolidated statements of operations. Deferred contract costs are included within other non-current assets on the Company's consolidated balance sheets (see Note 11 , " Other Non-Current Assets "). Deferred Revenue —The Company records deferred revenue when it has received consideration, or has the right to receive consideration, in advance of the transfer of the performance obligations of the contract to the customer. 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 Website and Internal-Use Software Development Costs —Costs related to website and internal-use software are primarily related to the Company’s website and mobile app, 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. 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. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. Leases —The Company leases its office facilities under operating lease agreements that expire from 2020 to 2029, some of which include options to renew at the Company's sole discretion. If exercised, such options would extend the lease terms by up to ten years. Additionally, certain lease agreements contain options to terminate the leases, which require 6 to 12 months prior written notice to the landlord. The Company does not have any finance lease agreements. The Company recognizes on its consolidated balance sheet operating lease liabilities representing the present value of future lease payments, and an associated operating lease right-of-use asset for any operating lease with a term greater than one year. The Company recognizes the amortization of the right-of-use asset each month within lease expense. The Company elected to use the practical expedient for short-term leases, and therefore does not record operating lease right-of-use assets or lease liabilities associated with leases with durations of 12 months or less. When recording the present value of lease liabilities, a discount rate is required. The Company has concluded that the rates implicit in the various operating lease agreements are not readily determinable. As a result, the Company instead uses its incremental borrowing rate, which is calculated based on hypothetical borrowings to fund each respective lease over the lease term, as of the lease commencement date, assuming that borrowings are secured by the various leased properties. The incremental borrowing rates are determined based on an assessment of the Company’s implied credit rating, using ratings scales from reputable rating agencies that consider a number of qualitative and quantitative factors. Market rates are derived as of the lease commencement dates with reference to companies with the same debt rating that operate in a similar industry to the Company. The Company does not recognize its renewal options as part of its right-of-use assets and lease liabilities until it is reasonably certain that it will exercise such renewal options. The Company does not combine lease and non-lease components; its lease agreements provide specific allocations of the Company's obligations between lease and non-lease components. As a result, the Company is not required to exercise any judgment in determining such allocations. Business Combinations —The Company accounts for acquisitions of entities that consist of inputs and processes that have the ability to contribute to the creation of 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 Company’s 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 a reporting 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. 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. 0 impairment charges associated with goodwill have been recorded by the Company 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. 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. Stock Repurchases —The Company accounts for repurchases of its common stock by recording the cost to repurchase those shares to treasury stock, a separate component of stockholders' equity. Upon retirement, the carrying amount of treasury stock is reduced with a corresponding reduction to par value of common stock, with any excess of the cost incurred to repurchase shares over their par value recorded as an adjustment to retained earnings (accumulated deficit) on the date of retirement. Assets and Liabilities Held for Sale —The Company considers an asset to be held for sale when: management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in relation to its fair value; the asset is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the sale have been initiated; the sale of the asset is expected to be completed within one year; and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. The Company ceases to record depreciation and amortization expense associated with assets upon their designation as held for sale. Revenue Recognition —The Company generates revenue from the sale of advertising products, transactions and other services, which correspond to the Company's major product lines. The Company recognizes revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company applies the portfolio practical expedient to account for contracts with customers in each category of revenue. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has a right to invoice. Contracts with customers can include multiple performance obligations, where the transaction price is allocated to each performance obligation based on its relative standalone selling price ("SSP"). The Company determines SSP based on the prices of the promised goods or services charged when sold separately to customers, which are determined using contractually stated prices. The Company allocates revenue to each of the performance obligations included in a contract with multiple performance obligations at the inception of the contract. The various products and services comprising contracts with multiple performance obligations are typically capable of being distinguished and accounted for as separate performance obligations. For all contracts with customers, estimates and assumptions include determining variable consideration and identifying the nature and timing of satisfaction of performance obligations. Because the Company considers contracts month-to-month, variable consideration is resolved at the time of invoicing, which eliminates the use of estimates in determining the transaction price. For contracts satisfied over time, the Company applies the invoice practical expedient to depict the value transferred to the customer and measure of progress towards completion of its obligations. The Company considers the right to receive consideration from a customer to correspond directly with the value to the customer of its performance completed to date. The Company does not consider the effects of the time value of money as substantially all of the Company’s contracts are invoiced on a monthly basis, one month in arrears. Revenue is recognized net of any taxes collected from customers, which are remitted to governmental authorities. The Company does not typically refund customers for services once it determines the performance obligations of the contract have been satisfied, but will assess any refund requests from customers and partners on a case by case basis. The Company records an allowance for potential future refunds, which is estimated based on historical trends and recorded as a reduction of net revenue. 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 a contract 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, while impression-based advertising placements are priced on a cost per thousand impressions basis. The Company recognizes revenue from the delivery of performance-based ads and impression-based ads in the period of delivery, in each case net of customer discounts. The Company also offers businesses premium features in connection with their business listing pages pursuant to fixed monthly fees, and recognizes revenue from such offerings over the service period. The Company also generates advertising revenue through indirect sales of advertising products, such as through reseller contracts that allow partners to sell Yelp Branded Profiles to their clients and the monetization of remnant advertising inventory through third-party ad networks, and recognizes revenue in the period of delivery. Transactions . The Company generates transactions revenue primarily from revenue-sharing partner contracts and, through October 10, 2017, Yelp Eat24 as a standalone product. The Company's transactions platform provides consumers with the ability to complete food delivery and other transactions through third parties directly on Yelp. The Company earns a per-transaction commission fee pursuant to partnership contracts for acting as an agent for these transactions, which it recognizes on a net basis and includes in revenue upon completion of a transaction. Prior to the disposal of Eat24, the Company's Yelp Eat24 business generated revenue through arrangements with restaurants, in which restaurants paid a commission percentage fee on orders placed through the Yelp Eat24 platform. The Company recorded revenue associated with Yelp Eat24 transactions on a net basis as the restaurant is primarily responsible for providing the underlying service and the Company does not control the service provided by the restaurant to the consumer. Concurrently with the disposal of Eat24 on October 10, 2017, the Company entered into a partnership agreement with Grubhub; as a result, following the sale, the Company generates revenue from transactions placed through the Grubhub network, which includes the Eat24 restaurant network, that originate on Yelp. Other Services . The Company generates other services revenue through subscription services contracts, such as sales of monthly subscriptions to Yelp Reservations and Yelp Waitlist, licensing contracts 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. Cost of Revenue —The Company’s cost of revenue primarily consists of credit card processing fees, web hosting costs, and salaries, benefits and stock-based compensation expense for its infrastructure teams related to operating the Company’s website and mobile app. It also includes confirmation services expenses and delivery-related costs as well as video production expenses. Research and Development —The Company incurs research and development expenses for costs it incurs in research aimed at developing, and in translating the results of such research into new products and services or significant improvements to existing products or services, whether intended for sale or for internal use. Such costs are considered research and development expense up to the point in time at which the product or service achieves technological feasibility. These expenses primarily consist of employee-related costs (including stock-based compensation) for the Company's engineers and other employees engaged in the research and development of its products and services, as well as allocated indirect overhead costs. Research and development costs were $225.5 million, $205.8 million and $171.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, and are recorded to costs and expenses in the consolidated statements of operations for those periods, primarily within product development costs. Stock-Based Compensation —The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs") 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. The Company accounts for forfeitures as they occur. 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 expected volatility in the fair market value of the Company’s 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 as the contractual term for options of 10 years is longer than the Company has been publicly traded. Expected 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. The fair value of RSUs is measured using to the closing price of the Company's common stock on the New York Stock Exchange on the grant date. The Company uses the straight-line method for expense attribution. No compensation cost is recorded for RSUs that do not vest. Shares for these grants are issued upon vesting, net of tax withholding to be paid by the Company on behalf of its employees. The vesting of PRSUs outstanding as of December 31, 2019 was subject to both a market performance condition and a time-based vesting schedule. As a result of these multiple vesting requirements, the Company uses a Monte Carlo model to determine the fair value of the PRSUs. The Company uses the accelerated method for expense attribution. Compensation costs are recorded if the service condition is met regardless of whether the market performance condition is satisfied. No compensation cost is recorded if the service condition is not met. 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 $20.7 million, $38.0 million and $50.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Comprehensive Income —Comprehensive income consists of net income and other comprehensive (loss) income, which consists of 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 Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments or changes in the tax law or rates. In assessing the realization of deferred tax assets, the Company 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. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. In determining the need for a valuation allowance, the weight given to positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates the ability to realize net deferred tax assets and the related valuation allowance on a quarterly basis. 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. 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 $9.5 million, $12.0 million and $4.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Insurance —The Company is self-insured for certain employee benefits include medical, detail and vision; however, the Company obtains third-party excess insurance coverage to limit its exposure to certain claims. Liabilities associated with these benefits include estimates of both claims filed and losses incurred but not yet reported. The Company utilizes valuations provided by reputable, independent third-party actuaries. The Company's self-insured liabilities are included in the consolidated balance sheets within accounts payable and accrued liabilities. Recently Adopted Accounting Pronouncements Lease Accounting —In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASC 842"). ASC 842 supersedes the previous accounting guidance for leases included within Accounting Standards Codification 840, "Leases" ("ASC 840"). The new guidance generally requires lessees to recognize operating and financial lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures on the amount, timing and uncertainty of cash flows arising from lease arrangements. The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with Accounting Standards Update No. 2018-11, "Targeted Improvements to ASC 842," using a modified retrospective approach. Based on its lease portfolio in place at the time of adoption, the Company determined that a cumulative-effect adjustment to the opening balance of accumulated deficit was not needed because there was no difference between the operating lease expense recorded to its condensed consolidated statement of operations following its adoption of ASC 842 and the amount that would have been recorded under ASC 840. The Company will continue to disclose comparative reporting periods prior to January 1, 2019 under ASC 840. The Company elected the practical expedient available under ASC 842 to not record operating lease right-of-use assets or lease liabilities associated with leases with durations of 12 months or less. Those leases will be recorded on a straight line basis to the consolidated statement of operations over the lease term. The Company recorded operating lease right-of-use assets and lease liabilities for all of its leases that met the definition of a lease under ASC 842 and that had terms of greater than 12 months in duration upon its adoption of ASC 842. The Company elected not to take the package of practical expedients permitted under the transition guidance within ASC 842, which allows an entity to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and treatment of initial direct costs for any existing leases. Additionally, the Company did not elect the hindsight practical expedient to determine the lease terms for existing leases. The most significant changes as a result of ASC 842 were the recognition on the Company's consolidated balance sheet upon adoption on January 1, 2019 of operating lease right-of-use assets of $233.0 million, current operating lease liabilities of $55.2 million and long-term operating lease liabilities of $212.5 million. These balances consist of the Company's office lease portfolio and, to a much lesser extent, its computer equipment lease portfolio. The Company de-recognized deferred rent liabilities associated with its office lease portfolio of $34.8 million upon adoption. Callable Debt Securities —In March 2017, FASB issued Accounting Standards Update No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"). ASU 2017-08 requires entities to amortize purchased callable debt securities held at a premium to the earliest call date. The Company adopted ASU 2017-08 effective January 1, 2019 using t |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Cash $ 43,581 $ 81,055 Cash equivalents 126,700 251,709 Total cash and cash equivalents 170,281 332,764 Restricted cash 22,037 22,071 Total cash, cash equivalents and restricted cash $ 192,318 $ 354,835 As of December 31, 2019 and 2018, the Company had letters of credit collateralized fully by bank deposits which totaled $22.0 million and $22.1 million, respectively. These letters of credit primarily relate to lease agreements for certain of the Company’s offices, which are required to be maintained and issued to the landlords of each facility. Each letter of credit is subject to renewal annually until the applicable lease expires. As the bank deposits have restrictions on their use, they are classified as restricted cash on the Company's consolidated balance sheets. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s investments in money market accounts are recorded as cash equivalents at fair value in the consolidated balance sheets. 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 Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Company’s commercial paper, corporate bonds, U.S. government bonds and agency bonds 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 fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis and those held-to-maturity, as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 126,700 $ — $ — $ 126,700 $ 221,173 $ — $ — $ 221,173 Commercial paper — — — — — 30,536 — 30,536 Marketable Securities: Commercial paper — 130,472 — 130,472 — 175,070 — 175,070 Corporate bonds — 85,611 — 85,611 — 131,496 — 131,496 Agency bonds — 79,750 — 79,750 — 50,846 — 50,846 U.S. government bonds — — — — — 65,502 — 65,502 Total cash equivalents and marketable securities $ 126,700 $ 295,833 $ — $ 422,533 $ 221,173 $ 453,450 $ — $ 674,623 During the year ended December 31, 2018, the Company sold a security (with an expected maturity date of May 17, 2019) that had been classified as a held-to-maturity short-term marketable security on the Company's consolidated balance sheet prior to its sale. On October 29, 2018, a reputable ratings agency downgraded the security from "A+" to "A." Because the Company has a policy of maintaining securities that are at an investment grade of A+ or above, it sold the security on October 31, 2018. The security was carried at amortized cost of $18.0 million as of October 29, 2018 and the Company recorded a loss of $0.1 million upon its sale, which was recorded in other income, net on the Company's consolidated statement of operations for the year ended December 31, 2018. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term marketable securities: Commercial paper $ 130,464 $ 17 $ (9) $ 130,472 Corporate bonds 85,396 225 (10) 85,611 Agency bonds 26,140 90 — 26,230 Total short-term marketable securities 242,000 332 (19) 242,313 Long-term marketable securities: Agency bonds 53,499 21 — 53,520 Total long-term marketable securities 53,499 21 — 53,520 Total marketable securities $ 295,499 $ 353 $ (19) $ 295,833 December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents: Commercial paper $ 30,536 $ — $ — $ 30,536 Total cash equivalents 30,536 — — 30,536 Short-term marketable securities: Commercial paper 175,070 — — 175,070 Corporate bonds 131,626 8 (138) 131,496 U.S. government bonds 65,513 — (11) 65,502 Agency bonds 50,887 — (41) 50,846 Total short-term marketable securities 423,096 8 (190) 422,914 Total marketable securities $ 453,632 $ 8 $ (190) $ 453,450 The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2019 and 2018, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): December 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Commercial paper $ 63,639 $ (9) $ — $ — $ 63,639 $ (9) Corporate bonds 20,979 (10) — — 20,979 (10) Total $ 84,618 $ (19) $ — $ — $ 84,618 $ (19) December 31, 2018 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 121,566 $ (138) $ — $ — $ 121,566 $ (138) U.S. government bonds 65,502 (11) — — 65,502 (11) Agency bonds 50,846 (41) — — 50,846 (41) Total $ 237,914 $ (190) $ — $ — $ 237,914 $ (190) 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 years ended December 31, 2019, 2018 and 2017, the Company did not recognize any other-than-temporary impairment loss. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of December 31, 2019 and December 31, 2018 consisted of the following (in thousands): December 31, 2019 December 31, 2018 Prepaid expenses $ 10,188 $ 9,436 Other current assets 4,008 7,668 Total prepaid expenses and other current assets $ 14,196 $ 17,104 |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | PROPERTY, EQUIPMENT AND SOFTWARE, NET The Company capitalized $33.9 million, $26.9 million and $20.4 million in website and internal-use software costs during the years ended December 31, 2019, 2018 and 2017, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expense related to capitalized website and internal-use software was $24.2 million, $19.0 million and $16.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company wrote off $1.6 million of capitalized website and internal-use software costs in the year ended December 31, 2019, and wrote off an immaterial amount in each of the years ended December 31, 2018 and 2017. Property, equipment and software, net as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Capitalized website and internal-use software development costs $ 140,886 $ 108,590 Leasehold improvements 86,089 83,811 Computer equipment 43,626 40,801 Furniture and fixtures 18,403 17,839 Telecommunication 5,154 4,691 Software 1,687 1,651 Total 295,845 257,383 Less accumulated depreciation (184,896) (142,583) Property, equipment and software, net $ 110,949 $ 114,800 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was approximately $46.1 million, $39.3 million and $34.6 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company’s 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 completed its annual goodwill impairment analysis on August 31, 2019 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. Goodwill as of December 31, 2019 and 2018, and changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018, were as follows (in thousands): 2019 2018 Balance, beginning of period $ 105,620 $ 107,954 Effect of currency translation (1,031) (2,334) Balance, end of period $ 104,589 $ 105,620 Intangible assets at December 31, 2019 and 2018 consisted of the following (dollars in thousands): As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,918 $ (2,841) $ 7,077 8.6 years Developed technology 7,832 (4,959) 2,873 2.2 years Content 3,814 (3,814) — 0.0 years Domain and data licenses 2,869 (2,748) 121 1.7 years Trademarks 877 (872) 5 0.2 years User relationships 146 (140) 6 0.2 years Total $ 25,456 $ (15,374) $ 10,082 As of December 31, 2018 Gross Accumulated Net Weighted Business relationships $ 9,918 $ (1,868) $ 8,050 9.4 years Developed technology 7,832 (3,562) 4,270 3.1 years Content 3,873 (3,696) 177 0.8 years Domain and data licenses 2,869 (2,359) 510 1.5 years Trademarks 877 (579) 298 1.2 years User relationships 146 (92) 54 1.2 years Total $ 25,515 $ (12,156) $ 13,359 Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $3.3 million, $3.5 million and $6.6 million, respectively. As of December 31, 2019, the estimated future amortization of purchased intangible assets for (i) each of the succeeding five years and (ii) thereafter was as follows (in thousands): Year Ending December 31, Amount 2020 $ 2,402 2021 2,262 2022 1,045 2023 714 2024 708 Thereafter 2,951 Total $ 10,082 |
ACQUISITIONS AND DISPOSALS
ACQUISITIONS AND DISPOSALS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSALS | ACQUISITIONS AND DISPOSALS Nowait, Inc. On February 28, 2017, the Company acquired Nowait, Inc. (“Nowait”). In connection with the acquisition, all outstanding capital stock and options and warrants to purchase capital stock of Nowait — including the 20% equity investment in Nowait the Company acquired in July 2016 — were converted into the right to receive an aggregate of $39.8 million in cash. Of the total amount of consideration paid in connection with the acquisition, $7.9 million is being held in escrow to secure the Company’s indemnification rights. The key purpose underlying the acquisition was to secure waitlist system and seating tool technology. The Company utilized an income approach to determine the valuation of the Company’s existing equity investment in Nowait as of the acquisition date. The carrying value of the Company’s investment approximated its fair value. 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 Nowait’s operations included in the Company’s consolidated financial statements from February 28, 2017. The final purchase price allocation is as follows (in thousands): February 28, 2017 Fair value of purchase consideration: Cash: Distributed to Nowait stockholders $ 31,892 Held in escrow account 7,945 Total purchase consideration $ 39,837 Fair value of net assets acquired: Cash and cash equivalents $ 1,004 Intangible assets 12,670 Goodwill 25,959 Other assets 1,065 Total assets acquired 40,698 Liabilities assumed (861) Total liabilities assumed (861) Net assets acquired $ 39,837 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type: Amount Assigned Useful Life Enterprise restaurant relationships $ 8,500 12.0 years Acquired technology $ 2,900 5.0 years Trademarks $ 610 3.0 years Local restaurant relationships $ 600 5.0 years User relationships $ 60 3.0 years Weighted average 9.6 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 Company’s opportunity to drive daily engagement in its key restaurant vertical by allowing consumers to move more quickly from search and discovery to transacting at a local business. None of the goodwill is deductible for tax purposes. The Company recorded no acquisition-related transaction costs for the years ended December 31, 2019 and 2018. For the year ended December 31, 2017, the Company recorded acquisition-related transaction costs of approximately $0.1 million, which were included in general and administrative expenses in the accompanying consolidated statement of operations. The consolidated statements of operations for the years ended December 31, 2019 and 2018 included $7.8 million and $5.3 million of revenues attributable to the Nowait product, respectively. The Company completed the integration of Nowait's operations into those of the Company during the three months ended December 31, 2017 and, as such, determining Nowait's contribution to the net income of the Company for the years ended December 31, 2019 and 2018 is impracticable. Turnstyle Analytics Inc. On April 3, 2017, the Company acquired all of the equity interests in Turnstyle Analytics Inc. (“Turnstyle”) for $20.6 million, approximately $1.0 million of which represents compensation cost due to a continuous service requirement, and the remainder of which represents purchase consideration. Of the total consideration paid in connection with the acquisition, $3.1 million was initially held in escrow for an 18-month period after the closing to secure the Company’s indemnification rights. The remaining escrow funds were released in October 2018. The key factor underlying the acquisition was to obtain a customer retention and loyalty product in the form of a location-based marketing and analytics platform that provides wifi as a digital marketing tool to expand the Company's product offerings for local businesses. The acquisition was accounted for as a business combination in accordance with ASC 805, with the results of Turnstyle’s operations included in the Company’s consolidated financial statements from April 3, 2017. The final purchase price allocation is as follows (in thousands): April 3, 2017 Fair value of purchase consideration: Cash: Distributed to Turnstyle stockholders $ 16,648 Held in escrow account 3,093 Total purchase consideration $ 19,741 Fair value of net assets acquired: Cash and cash equivalents $ 30 Intangible assets 4,252 Goodwill 16,048 Other assets 250 Total assets acquired 20,580 Deferred tax liability (450) Liabilities assumed (389) Total liabilities assumed (839) Net assets acquired $ 19,741 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type: Amount Assigned Useful Life Acquired technology $ 3,250 5.0 years Business relationships $ 672 5.0 years Trademarks $ 250 3.0 years User relationships $ 80 3.0 years Weighted average 4.9 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 Company’s opportunity to expand its product offerings to local businesses through the Turnstyle marketing and analytics platform, which the Company renamed Yelp WiFi Marketing. None of the goodwill is deductible for tax purposes. The Company recorded no acquisition-related transaction costs for the years ended December 31, 2019 and 2018. For the year ended December 31, 2017, the Company recorded acquisition-related transaction costs of approximately $0.3 million, which were included in general and administrative expenses in the accompanying consolidated statement of operations. The consolidated statements of operations for the years ended December 31, 2019 and 2018 include $2.1 million and $3.1 million of revenue attributable to Yelp WiFi Marketing, respectively. The Company completed the integration of Turnstyle's operations into those of the Company during the three months ended December 31, 2017 and, as such, determining Turnstyle's contribution to the net income of the Company for the years ended December 31, 2019 and 2018 is impracticable. The consolidated statement of operations for the year ended December 31, 2017 includes $8.8 million of net loss attributable to Turnstyle. Eat24, LLC On October 10, 2017, pursuant to the terms of a Unit Purchase Agreement, dated as of August 3, 2017 (the “Purchase Agreement”), by and among the Company, Eat24, LLC, a wholly owned subsidiary of the Company, Grubhub Inc. (“Grubhub”) and Grubhub Holdings Inc. (“Purchaser”), a wholly owned subsidiary of Grubhub, the Company completed the sale of all of the outstanding equity interests in Eat24 to the Purchaser (the “Disposal”). Immediately prior to the closing of the Disposal, the Company transferred certain assets to Eat24, which consisted of assets that were material to or necessary for the operation of the Eat24 business that were not then owned by Eat24. The Company entered into a Marketing Partnership Agreement (“Partnership Agreement”) with the Purchaser concurrently with the Purchase Agreement. The purpose of the Disposal was to further capitalize on the Company's strong market position of connecting people with local businesses by selling Eat24 to the Purchaser, which has a strong presence in online and mobile food ordering, and entering into the Partnership Agreement, pursuant to which the Company earns a fee on all food orders placed through the Grubhub restaurant network, including Eat24 restaurants, that originate on the Company's platform. The Company received $251.7 million in cash at closing; the Purchaser paid the remaining $28.8 million of the purchase price into an escrow account, which was held for an initial 18-month period after closing to secure the Purchaser's rights of indemnification under the Purchase Agreement and was presented on the Company's consolidated balance sheets as an Other non-current asset as of December 31, 2018 (see Note 11 , " Other Non-Current Assets "). Following the expiration of the escrow period in April 2019, the full amount in escrow was released to the Company. The Company received approximately $1.0 million in additional purchase consideration on December 14, 2017 as a net working capital adjustment. As a result of the sale, the Company recognized a pre-tax gain of $163.7 million during the year ended December 31, 2017, which is included in gain on disposal of a business unit in the Company's consolidated statement of operations and is net of $0.3 million in Disposal-related costs. Prior to the Disposal, Eat24 was its own reporting unit and $110.8 million of goodwill associated with the Eat24 reporting unit was de-recognized and included with the net assets transferred in the Disposal. The Disposal was accounted for as an asset group disposal in accordance with Accounting Standards Codification 360, "Property, Plant, and Equipment." The results of Eat24's operations are included in the Company's consolidated financial statements through October 10, 2017. As the Disposal represented the sale of an individually significant component, the loss before provision for income taxes attributable to Eat24 was $11.9 million for the year ended December 31, 2017. The Company acquired Eat24 on February 9, 2015. The final disbursement from the escrow account created to secure indemnification obligations related to the Company's acquisition of Eat24 was completed in the three months ended March 31, 2018. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES The components of lease cost as of December 31, 2019 were as follows (in thousands): Year Ended Operating lease cost $ 54,451 Short-term lease cost (12 months or less) 1,287 Sublease income (4,759) Total lease cost, net $ 50,979 The Company's leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants that would limit or prevent the Company from exercising its right to obtain substantially all of the economic benefits from use of the respective assets during the lease term. The Company will continue to disclose comparative reporting periods prior to January 1, 2019 under ASC 840. During the years ended December 31, 2018 and 2017, the Company recognized rent expense, net of sublease rental income, on a straight-line basis over the lease period. Rent expense, net was $51.2 million and $42.5 million for the years ended December 31, 2018 and December 31, 2017, respectively. The Company subleased certain office facilities under operating lease agreements that expire in 2025. The sublease agreements do not contain any options to renew. The Company recognizes sublease rental income as a reduction in rent expense on a straight-line basis over the lease period. Sublease rental income was $2.2 million and $2.6 million for the years ended December 31, 2018 and 2017, respectively. Supplemental cash flow information related to leases for the year ended December 31, 2019 was as follows (in thousands): December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 56,672 As of December 31, 2019, maturities of lease liabilities for (i) each of the succeeding five years and (ii) thereafter were as follows (in thousands): Year Ending December 31, Operating 2020 $ 59,522 2021 52,060 2022 44,712 2023 41,652 2024 39,420 Thereafter 37,112 Total minimum lease payments 274,478 Less imputed interest (42,215) Present value of lease liabilities $ 232,263 As of December 31, 2018, maturities of lease liabilities for (i) each of the succeeding five years and (ii) thereafter were as follows (in thousands): Year Ending December 31, Operating 2019 $ 56,703 2020 59,009 2021 51,429 2022 43,603 2023 40,517 Thereafter 69,980 Total minimum lease payments $ 321,241 As of December 31, 2019, the weighted-average remaining lease term and weighted-average discount rate were as follows: December 31, 2019 Weighted-average remaining lease term (years) — operating leases 5.5 Weighted-average discount rate — operating leases 6.1 % In October 2019, the Company entered into a lease agreement for an office facility in London, U.K. for which the lease term has not yet commenced. The lease expires in 2030 and the Company expects to classify it as an operating lease. The Company expects to record $15.0 million of operating lease cost over the life of the lease. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | OTHER NON-CURRENT ASSETS Other non-current assets as of December 31, 2019 and 2018 consisted of the following (in thousands): 2019 2018 Deferred tax assets $ 20,054 $ 17,240 Deferred contract costs 15,138 12,345 Escrow deposit — 28,750 Other non-current assets 3,177 1,109 Total other non-current assets $ 38,369 $ 59,444 The escrow deposit consisted of the funds held in escrow related to the Disposal of Eat24 (see Note 9 , " Acquisitions and Disposals "), which were held for an 18-month period after closing to secure the Purchaser's rights of indemnification under the Purchase Agreement. Following the expiration of the escrow period in April 2019, the deposit was released to the Company. Deferred contract costs as of December 31, 2019 and 2018, and changes in deferred contract costs during the years ended December 31, 2019 and 2018, were as follows (in thousands): 2019 2018 Balance, beginning of period $ 12,345 $ 9,089 Add: costs deferred on new contracts 14,998 14,572 Less: amortization recorded in sales and marketing expenses (12,205) (11,316) Balance, end of period $ 15,138 $ 12,345 |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | CONTRACT BALANCES The allowance for doubtful accounts as of December 31, 2019, 2018 and 2017, and changes in the allowance for doubtful accounts during the years ended December 31, 2019, 2018 and 2017, were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance, beginning of period $ 8,685 $ 8,602 $ 6,196 Add: provision for doubtful accounts 22,543 24,515 20,917 Less: write-offs, net of recoveries (23,542) (24,432) (18,511) Balance, end of period $ 7,686 $ 8,685 $ 8,602 Contract liabilities consist of deferred revenue, which is recorded on the consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer. As of December 31, 2019, deferred revenue was $4.3 million, the majority of which is expected to be recognized as revenue in the subsequent three-month period ending March 31, 2020. Changes in deferred revenue during the years ended December 31, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2019 2018 Balance, beginning of period $ 3,843 $ 3,469 Less: recognition of deferred revenue from beginning balance (3,744) (3,436) Add: net increase in current period contract liabilities 4,216 3,810 Balance, end of period $ 4,315 $ 3,843 The net increase in contract liabilities primarily relates to new contracts with customers during the periods presented. No other contract assets or liabilities are recorded on the Company's consolidated balance sheets as of December 31, 2019 and 2018. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Accounts payable $ 6,002 $ 6,540 Employee related liabilities 41,488 23,634 Accrued sales and marketing expenses 2,982 4,536 Taxes payable 3,695 3,438 Accrued cost of revenue 7,208 5,463 Other accrued liabilities 10,958 17,451 Total accrued liabilities $ 72,333 $ 61,062 |
LONG-TERM LIABILITIES
LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
LONG-TERM LIABILITIES | LONG-TERM LIABILITIES Long-term liabilities as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Deferred rent $ — $ 31,253 Other long-term liabilities 6,798 3,887 Total long-term liabilities $ 6,798 $ 35,140 The Company de-recognized the deferred rent balance as of December 31, 2018 upon its adoption of ASC 842 on January 1, 2019. See Note 2 , " Summary of Significant Accounting Policies ." |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings —In January 2018, a putative class action lawsuit alleging violations of the federal securities laws was filed in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of its officers. The complaint, which the plaintiff amended on June 25, 2018, alleges violations of the Securities Exchange Act of 1934, as amended, by the Company and its officers for allegedly making materially false and misleading statements regarding its business and operations on February 9, 2017. The plaintiff seeks unspecified monetary damages and other relief. On August 2, 2018, the Company and the other defendants filed a motion to dismiss the amended complaint, which the court granted in part and denied in part on November 27, 2018. On October 22, 2019, the Court approved a stipulation to certify a class in this action. The case remains pending. Due to the preliminary nature of this lawsuit, the Company is unable to reasonably estimate either the probability of incurring a loss or an estimated range of such loss, if any, from the lawsuit. The Company is subject to other 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 other matters will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. 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 the 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 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 Company’s financial position, results of operations or cash flows. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: December 31, 2019 December 31, 2018 Shares Shares Shares Shares Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 71,185,468 200,000,000 81,996,839 Undesignated preferred stock 10,000,000 — 10,000,000 — Stock Repurchase Program On July 31, 2017, the Company’s board of directors approved a stock repurchase program under which the Company was authorized to repurchase up to $200.0 million of its outstanding common stock. The Company's board of directors authorized the Company to repurchase an additional $250.0 million of its outstanding common stock on each of November 27, 2018 and February 11, 2019, bringing the total amount of authorized repurchases to $700.0 million by December 31, 2019. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing. During the years ended December 31, 2019 and 2018, the Company repurchased on the open market and subsequently retired 14,190,409 and 4,896,003 shares, respectively, for aggregate purchase prices of approximately $481.0 million and $187.4 million, respectively. Common Stock Reserved for Future Issuance As of December 31, 2019, the Company had reserved shares of common stock for future issuances in connection with the following: Number of Shares Stock options outstanding 6,210,685 RSUs outstanding 7,625,584 Available for future equity award grants 7,233,289 Available for future ESPP offerings 1,542,130 Total reserved for future issuance 22,611,688 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 Company’s 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, RSUs, restricted stock awards, 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 Company’s common stock on the grant date. Options granted to date generally vest over a three four For the years ended December 31, 2019, 2018 and 2017, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2019 2018 2017 Dividend yield — — — Annual risk-free rate 2.5 % 2.2 % 2.1 % Expected volatility 48.3 % 42.0 % 44.0 % Expected term (years) 6.0 6.0 5.9 A summary of stock option activity for the year ended December 31, 2019 is as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 6,818,682 $ 24.54 5.1 $ 88,983 Granted 662,150 36.06 Exercised (826,124) 21.18 Canceled (444,323) 40.57 Outstanding at December 31, 2019 6,210,385 $ 25.10 4.3 $ 75,805 Options vested and exercisable at December 31, 2019 5,310,712 $ 22.94 3.7 $ 75,540 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $12.0 million, $18.9 million and $28.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The weighted-average grant date fair value of options granted was $17.64, $18.89 and $15.35 per share for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, total unrecognized compensation costs related to unvested stock options was approximately $15.0 million, which the Company expects to recognize over a weighted-average time period of 2.3 years. RSUs RSUs generally vest over a four RSUs also include PRSUs, for which the expense is recognized from the date of grant. The PRSUs are subject to both a performance goal and a time-based vesting schedule. The shares underlying each PRSU award will be eligible to vest only if the average closing price of the Company's common stock equals or exceeds $45.3125 over any 60-day trading period during the four years following the grant date of February 7, 2019 (the "Performance Goal"). If the Performance Goal is met, the shares underlying each PRSU award will vest quarterly over four years from the grant date (the "Time-Based Vesting Schedule"). Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the Performance Goal is achieved will fully vest as of such date; thereafter, any remaining unvested shares subject to the PRSUs will continue vesting solely according to the Time-Based Vesting Schedule. As the PRSU activity during the year ended December 31, 2019 was not material, it is presented together with the RSU activity in the table below. A summary of RSU activity for the year ended December 31, 2019 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2018 6,563,863 $ 38.67 Granted 6,205,023 34.35 Vested (1) (3,273,159) 36.01 Canceled (1,870,143) 37.82 Nonvested at December 31, 2019 7,625,584 $ 36.51 (1) Included in this balance is 1,254,365 shares vested but not issued due to net share settlement for payment of employee taxes. The aggregate fair value as of the vest date of RSUs that vested during the years ended December 31, 2019, 2018 and 2017 was $112.4 million, $131.1 million and $104.2 million, respectively. As of December 31, 2019, the Company had approximately $266.2 million of unrecognized stock-based compensation expense related to RSUs, which the Company expects to recognize over the remaining weighted-average vesting period of approximately 2.8 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Company’s 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, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company's common stock as quoted on the New York Stock Exchange on such date. During the years ended December 31, 2019, 2018 and 2017, employees purchased 534,120, 442,679 and 373,580 shares, respectively, at a weighted-average purchase price per share of $27.66, $32.07 and $29.23, respectively. The Company recognized stock-based compensation expense related to the ESPP of $2.6 million, $2.6 million and $2.0 million in the years ended December 31, 2019, 2018 and 2017, respectively. Stock-Based Compensation 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, 2019 2018 2017 Cost of revenue $ 4,535 $ 4,572 $ 4,010 Sales and marketing 30,668 30,779 28,100 Product development 63,433 56,882 47,280 General and administrative 22,876 22,153 21,025 Total stock-based compensation recorded to income before incomes taxes 121,512 114,386 100,415 Benefit from income taxes (31,565) (30,237) (1,407) Total stock-based compensation recorded to net income $ 89,947 $ 84,149 $ 99,008 During the years ended December 31, 2019, 2018 and 2017, the Company capitalized $9.8 million, $7.8 million and $5.8 million, respectively, of stock-based compensation expense as website and internal-use software costs. |
OTHER INCOME, NET
OTHER INCOME, NET | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | OTHER INCOME, NET Other income, net for the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Interest income, net $ 13,328 $ 13,804 $ 4,189 Transaction gain (loss) on foreign exchange 27 (70) 258 Other non-operating income, net 901 375 417 Other income, net $ 14,256 $ 14,109 $ 4,864 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table presents domestic and foreign components of income before income taxes for the periods presented (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 55,292 $ 44,856 $ 194,376 Foreign (5,525) (4,850) (9,890) Total income before income taxes $ 49,767 $ 40,006 $ 184,486 The income tax provision is composed of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ 8,598 $ (819) $ 25,785 State 2,570 384 5,069 Foreign 517 560 354 Total current tax $ 11,685 $ 125 $ 31,208 Deferred: Federal $ (2,916) $ (10,032) $ (28) State 59 (6,491) 15 Foreign 58 1,054 296 Total deferred tax (2,799) (15,469) 283 Total provision for (benefit from) income taxes $ 8,886 $ (15,344) $ 31,491 The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: Year Ended December 31, 2019 2018 2017 Income tax at federal statutory rate 21.00 % 21.00 % 35.00 % State tax, net of federal tax effect 2.83 3.24 3.54 Foreign income tax rate differential (0.56) (0.54) 0.50 Stock-based compensation 3.46 (16.80) (4.82) Income tax credits (26.94) (35.83) (5.39) Change in valuation allowance 10.40 (25.08) (30.23) Change in uncertain tax positions 0.56 4.48 0.98 Gain on disposal of a business unit — — 17.42 Employee fringe benefits 5.97 7.28 0.24 Other non-deductible expenses 1.42 2.73 0.12 Deferred adjustments 0.37 2.24 (0.12) Other (0.65) (1.07) (0.18) Effective tax rate 17.86 % (38.35) % 17.06 % Deferred Tax Balances 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 Company’s deferred tax assets and liabilities for the periods presented (in thousands): As of December 31, 2019 2018 Deferred tax assets: Reserves and others $ 6,547 $ 14,223 Stock-based compensation 19,950 19,689 Net operating loss carryforward 4,628 5,956 Tax credit carryforward 23,642 23,073 Operating lease liabilities 60,206 — Gross deferred tax assets 114,973 62,941 Valuation allowance (23,447) (18,381) Total deferred tax assets 91,526 44,560 Deferred tax liabilities: Depreciation and amortization (16,359) (16,666) Disposal of a business unit — (7,454) Deferred contract costs (3,869) (3,201) Operating lease right-of-use assets (51,244) — Total deferred tax liabilities (71,472) (27,321) Net deferred tax assets $ 20,054 $ 17,239 At December 31, 2019, the Company had federal and state net operating loss carry-forwards of approximately $10.7 million and $30.5 million, respectively, expiring beginning in 2034 and 2020, respectively. A wholly owned entity, Yelp GmbH, also had trading losses of $2.4 million at December 31, 2019 in Germany, which may be carried forward indefinitely against profits. Another wholly owned entity, Darwin Social Marketing Inc., had non-capital losses of $0.4 million at December 31, 2019 in Canada that begin to expire in 2037. At December 31, 2019, the Company had federal research credit carry-forwards of approximately $18.5 million that expire beginning in 2031, and California research credit carry-forwards of approximately $47.0 million that do not expire. Utilization of net operating loss carry-forwards 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 materially reduce the total amount of net operating loss carry-forwards and credits that can be utilized. Further, foreign loss carry-forwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act made broad and complex changes to the U.S. tax code that impact the Company's provision for income taxes, including, but not limited to, reducing the U.S. federal corporate income tax rate from 35.0% to 21.0% (the "Tax Rate Reduction") and requiring a one-time Deemed Repatriation Tax (the "Transition Tax”) on certain un-repatriated earnings of foreign subsidiaries. Prior to the effectiveness of the Tax Act, the Company did not recognize a deferred tax liability related to un-remitted foreign earnings because such earnings were expected to be reinvested indefinitely. Because such earnings were previously subject to the one-time Transition Tax on foreign earnings, any taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company's foreign investments would generally be limited to foreign and state taxes. As of December 31, 2019, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $4.9 million. The Company has not recognized a deferred tax liability related to un-remitted foreign earnings, as it intends to indefinitely reinvest these earnings and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. Deferred Tax Valuation Allowance As more fully described in “Income Taxes” in Note 2 , " Summary of Significant Accounting Policies ," the Company maintains valuation allowances against deferred tax balances where appropriate and considers all positive and negative evidence that the Company would have future taxable income sufficient to realize the benefit of its deferred tax assets. At December 31, 2018, the Company considered all positive and negative evidence on whether the Company would have future taxable income sufficient to realize the benefit of its deferred tax assets and concluded that, at the required more-likely-than-not level of certainty, the Company would have future taxable U.S. income sufficient to realize the benefit of certain domestic deferred tax assets. As such, the valuation allowance previously recorded against certain domestic deferred tax assets was released. The benefit from income taxes for the year ended December 31, 2018 includes a $16.6 million benefit associated with this release. Valuation allowances of $23.4 million and $18.4 million primarily related to California state tax credits were recorded against the Company's net deferred tax asset balance as of December 31, 2019 and 2018, respectively. Since the Company mainly conducts research and development activities in California, but earns a substantial portion of its U.S. income in other states, the Company could not assert, at the required more-likely-than-not level of certainty, that it will generate future taxable California income sufficient to realize the benefit of these deferred tax assets. Accordingly, the Company maintained a valuation allowance against specific state credits. Unrecognized Tax Benefits As of December 31, 2019, 2018 and 2017, the Company had $40.7 million, $33.1 million and $18.2 million, respectively, of unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at the beginning of the year $ 33,107 $ 18,215 $ 10,340 (Decrease) increase based on tax positions related to the prior year (611) 3,654 667 Increase based on tax positions related to the current year 9,995 11,485 7,209 Decrease from tax authorities' settlements (1,773) — — Lapse of statute of limitations — (247) (1) Balance at the end of the year $ 40,718 $ 33,107 $ 18,215 As of December 31, 2019, the Company had $23.4 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During each of the years ended December 31, 2019, 2018 and 2017, the Company recorded an immaterial amount 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 Company’s federal and state income tax returns for fiscal years subsequent to 2003 remain open to |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic net income per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential common shares consist of the incremental shares of common stock issuable upon the exercise of stock options, shares issuable upon the vesting of RSUs (including PRSUs), and, to a lesser extent, purchase rights related to the ESPP. The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Basic net income per share attributable to common stockholders: Numerator: Net income $ 40,881 $ 55,350 $ 152,995 Denominator: Weighted-average shares outstanding 74,627 83,573 81,602 Basic net income per share attributable to common stockholders: $ 0.55 $ 0.66 $ 1.87 Year Ended December 31, 2019 2018 2017 Diluted net income per share attributable to common stockholders: Numerator: Allocation of undistributed earnings for basic calculations $ 40,881 $ 55,350 $ 152,995 Denominator: Number of shares used in basic calculation 74,627 83,573 81,602 Weighted-average effect of dilutive securities Stock options 2,367 2,984 3,279 Restricted stock units 973 2,137 2,289 Employee stock purchase program 2 15 — Number of shares used in diluted calculation 77,969 88,709 87,170 Diluted net income per share attributable to common stockholders $ 0.52 $ 0.62 $ 1.76 The following weighted-average stock-based instruments were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2019 2018 2017 Stock options 2,580 2,030 1,659 Restricted stock units and awards 2,020 373 593 |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS The Company considers operating segments to be components of the Company for which separate financial information is available and evaluated regularly by the Company’s 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 determined that it has a single operating and reporting segment. When the Company communicates results externally, it disaggregates net revenue into major product lines and primary geographical markets, which is based on the billing address of the customer. The disaggregation of revenue by major product lines is based on the type of service provided and also aligns with the timing of revenue recognition. Net Revenue The following table presents the Company’s net revenue by product line for the periods presented (in thousands): Year Ended December 31, 2019 2018 2017 Net revenue by product: Advertising $ 976,925 $ 907,487 $ 775,678 Transactions 12,436 13,694 60,251 Other services 24,833 21,592 14,918 Total net revenue $ 1,014,194 $ 942,773 $ 850,847 During the years ended December 31, 2019, 2018 and 2017, no individual customer accounted for 10% or more of consolidated net revenue. The following table presents the Company’s net revenue by geographic region for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 1,000,245 $ 929,569 $ 836,766 All other countries 13,949 13,204 14,081 Total net revenue $ 1,014,194 $ 942,773 $ 850,847 Long-Lived Assets The following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands): As of December 31, 2019 2018 United States $ 109,849 $ 112,984 All other countries 1,100 1,816 Total long-lived assets $ 110,949 $ 114,800 |
RESTRUCTURING AND INTEGRATION
RESTRUCTURING AND INTEGRATION | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION | RESTRUCTURING AND INTEGRATIONOn November 2, 2016, the Company announced plans to significantly reduce sales and marketing activities in markets outside of the United States and Canada. $0.3 million of restructuring and integration costs were incurred during 2017, and the restructuring plan was completed by December 31, 2017. All costs related to this plan were paid by this date. The Company incurred no restructuring and integration costs during the years ended December 31, 2019 and 2018 and does not expect to incur any additional expenses related to this restructuring plan. No goodwill, intangible assets or other long-lived assets were impaired as a result of the restructuring plan. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn January 15, 2020, the Company's board of directors authorized the repurchase of an additional $250 million of the Company's common stock pursuant to its stock repurchase program, bringing the total amount authorized since the commencement of the stock repurchase program to $950 million, of which $269 million remains available. |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (In thousands, except per share data) The following tables set forth the Company's unaudited quarterly consolidated statements of operations data for each of the eight quarters in the two-year period ended December 31, 2019 (in thousands, except per share data). The Company has prepared this quarterly data on a consistent basis with the audited consolidated financial statements included in this Annual Report. In the opinion of management, the quarterly financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. This information should be read in conjunction with the audited financial statements and related notes included elsewhere in this Annual Report. The results of historical periods are not necessarily indicative of the results of operations for any future period. Quarter Ended Dec 31, 2019 Sep 30, 2019 Jun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018 Mar 31, 2018 Consolidated Statements of Net revenue $ 268,823 $ 262,474 $ 246,955 $ 235,942 $ 243,740 $ 241,096 $ 234,863 $ 223,074 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 16,656 16,514 14,975 14,265 14,255 14,177 14,708 14,732 Sales and marketing 126,370 127,655 122,045 124,316 121,256 121,759 120,653 119,641 Product development 61,138 56,661 54,566 58,075 54,273 53,764 52,789 51,493 General and administrative 34,164 39,703 30,932 31,292 29,677 30,302 28,583 32,007 Depreciation and amortization 12,849 12,391 12,240 11,876 11,557 10,713 10,509 10,028 Total costs and expenses 251,177 252,924 234,758 239,824 231,018 230,715 227,242 227,901 Income (loss) from operations 17,646 9,550 12,197 (3,882) 12,722 10,381 7,621 (4,827) Other income, net 2,611 3,063 3,891 4,691 4,160 3,921 3,424 2,604 Income (loss) before income taxes 20,257 12,613 16,088 809 16,882 14,302 11,045 (2,223) Provision for (benefit from) income taxes 3,105 2,552 3,785 (556) (15,064) (684) 341 63 Net income (loss) attributable to $ 17,152 $ 10,061 $ 12,303 $ 1,365 $ 31,946 $ 14,986 $ 10,704 $ (2,286) Net income (loss) per share attributable Basic $ 0.24 $ 0.14 $ 0.16 $ 0.02 $ 0.39 $ 0.18 $ 0.13 $ (0.03) Diluted $ 0.24 $ 0.14 $ 0.16 $ 0.02 $ 0.37 $ 0.17 $ 0.12 $ (0.03) Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: Basic 70,627 70,773 75,601 81,772 82,706 84,008 83,769 83,785 Diluted 72,987 73,712 78,530 85,087 86,287 88,724 88,651 83,785 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates —The preparation of the Company’s 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 management’s estimates. |
Foreign Currency Translation | Foreign Currency Translation —The consolidated financial statements of the Company’s 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 has a policy that generally requires securities to be investment grade (i.e. rated ‘A+’ or higher by bond rating firms) with the objective of minimizing the potential risk of principal loss. In the event that the rating drops below that investment grade, the Company will sell the security prior to maturity. 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. The Company considers highly liquid treasury notes, U.S. agency securities, corporate debt securities, money market funds and other funds with maturities of more than three months to be marketable securities. 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 marketable 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. |
Accounts Receivable, Net and Payment Terms | Accounts Receivable, Net and Payment Terms—The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an accounts receivable balance when revenue is recognized prior to or at the time of invoicing the customer. Payment terms and conditions vary by contract type and the service being provided. For advertising services, the Company typically invoices customers on a monthly basis, one month in arrears, with payment due either at the end of each billing period or up to 30 days after the end of the billing period. For transaction services, the Company collects its commission fee on each transaction either at the time of the transaction or up to 30 days after the end of the billing period. For subscription services, the Company typically invoices customers one month in advance, with payment due at the beginning of each billing period. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts —The Company maintains an allowance for doubtful accounts receivable. The allowance reflects the Company's best estimate of probable losses associated with the accounts receivable balance. It is based upon historical experience and loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and known delinquent accounts. When new information becomes available that allows the Company to more accurately estimate the allowance, it makes an adjustment, which is considered a change in accounting estimate. The carrying value of accounts receivable approximates their fair value. |
Revenue Recognition | Deferred Contract Costs —The Company has determined that certain sales incentive compensation costs are incremental costs to obtain the related contract. These costs are capitalized in the period in which they are incurred and amortized on a straight-line basis over the expected customer life of the associated contract. The Company uses a straight-line basis as it expects the benefit of these costs to be realized uniformly over the amortization period. The amortization periods for contract costs, which extend up to 41 months, were determined based on both qualitative and quantitative factors, including product life cycle attributes and customer retention historical data. For contract costs with amortization periods of less than 12 months, the Company applies a practical expedient to expense such costs as incurred. The Company assesses deferred contract costs for impairment on a quarterly basis. Amortized contract costs are recorded within sales and marketing expense in the consolidated statements of operations. Deferred contract costs are included within other non-current assets on the Company's consolidated balance sheets (see Note 11 , " Other Non-Current Assets "). Deferred Revenue —The Company records deferred revenue when it has received consideration, or has the right to receive consideration, in advance of the transfer of the performance obligations of the contract to the customer. Revenue Recognition —The Company generates revenue from the sale of advertising products, transactions and other services, which correspond to the Company's major product lines. The Company recognizes revenue by applying the following steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company applies the portfolio practical expedient to account for contracts with customers in each category of revenue. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized in the amount to which the Company has a right to invoice. Contracts with customers can include multiple performance obligations, where the transaction price is allocated to each performance obligation based on its relative standalone selling price ("SSP"). The Company determines SSP based on the prices of the promised goods or services charged when sold separately to customers, which are determined using contractually stated prices. The Company allocates revenue to each of the performance obligations included in a contract with multiple performance obligations at the inception of the contract. The various products and services comprising contracts with multiple performance obligations are typically capable of being distinguished and accounted for as separate performance obligations. For all contracts with customers, estimates and assumptions include determining variable consideration and identifying the nature and timing of satisfaction of performance obligations. Because the Company considers contracts month-to-month, variable consideration is resolved at the time of invoicing, which eliminates the use of estimates in determining the transaction price. For contracts satisfied over time, the Company applies the invoice practical expedient to depict the value transferred to the customer and measure of progress towards completion of its obligations. The Company considers the right to receive consideration from a customer to correspond directly with the value to the customer of its performance completed to date. The Company does not consider the effects of the time value of money as substantially all of the Company’s contracts are invoiced on a monthly basis, one month in arrears. Revenue is recognized net of any taxes collected from customers, which are remitted to governmental authorities. The Company does not typically refund customers for services once it determines the performance obligations of the contract have been satisfied, but will assess any refund requests from customers and partners on a case by case basis. The Company records an allowance for potential future refunds, which is estimated based on historical trends and recorded as a reduction of net revenue. 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 a contract 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, while impression-based advertising placements are priced on a cost per thousand impressions basis. The Company recognizes revenue from the delivery of performance-based ads and impression-based ads in the period of delivery, in each case net of customer discounts. The Company also offers businesses premium features in connection with their business listing pages pursuant to fixed monthly fees, and recognizes revenue from such offerings over the service period. The Company also generates advertising revenue through indirect sales of advertising products, such as through reseller contracts that allow partners to sell Yelp Branded Profiles to their clients and the monetization of remnant advertising inventory through third-party ad networks, and recognizes revenue in the period of delivery. Transactions . The Company generates transactions revenue primarily from revenue-sharing partner contracts and, through October 10, 2017, Yelp Eat24 as a standalone product. The Company's transactions platform provides consumers with the ability to complete food delivery and other transactions through third parties directly on Yelp. The Company earns a per-transaction commission fee pursuant to partnership contracts for acting as an agent for these transactions, which it recognizes on a net basis and includes in revenue upon completion of a transaction. Prior to the disposal of Eat24, the Company's Yelp Eat24 business generated revenue through arrangements with restaurants, in which restaurants paid a commission percentage fee on orders placed through the Yelp Eat24 platform. The Company recorded revenue associated with Yelp Eat24 transactions on a net basis as the restaurant is primarily responsible for providing the underlying service and the Company does not control the service provided by the restaurant to the consumer. Concurrently with the disposal of Eat24 on October 10, 2017, the Company entered into a partnership agreement with Grubhub; as a result, following the sale, the Company generates revenue from transactions placed through the Grubhub network, which includes the Eat24 restaurant network, that originate on Yelp. Other Services . The Company generates other services revenue through subscription services contracts, such as sales of monthly subscriptions to Yelp Reservations and Yelp Waitlist, licensing contracts 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. |
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 |
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 Company’s website and mobile app, including support systems. The Company capitalizes its costs to develop |
Leases | Leases —The Company leases its office facilities under operating lease agreements that expire from 2020 to 2029, some of which include options to renew at the Company's sole discretion. If exercised, such options would extend the lease terms by up to ten years. Additionally, certain lease agreements contain options to terminate the leases, which require 6 to 12 months prior written notice to the landlord. The Company does not have any finance lease agreements. The Company recognizes on its consolidated balance sheet operating lease liabilities representing the present value of future lease payments, and an associated operating lease right-of-use asset for any operating lease with a term greater than one year. The Company recognizes the amortization of the right-of-use asset each month within lease expense. The Company elected to use the practical expedient for short-term leases, and therefore does not record operating lease right-of-use assets or lease liabilities associated with leases with durations of 12 months or less. When recording the present value of lease liabilities, a discount rate is required. The Company has concluded that the rates implicit in the various operating lease agreements are not readily determinable. As a result, the Company instead uses its incremental borrowing rate, which is calculated based on hypothetical borrowings to fund each respective lease over the lease term, as of the lease commencement date, assuming that borrowings are secured by the various leased properties. The incremental borrowing rates are determined based on an assessment of the Company’s implied credit rating, using ratings scales from reputable rating agencies that consider a number of qualitative and quantitative factors. Market rates are derived as of the lease commencement dates with reference to companies with the same debt rating that operate in a similar industry to the Company. The Company does not recognize its renewal options as part of its right-of-use assets and lease liabilities until it is reasonably certain that it will exercise such renewal options. |
Business Combinations | Business Combinations —The Company accounts for acquisitions of entities that consist of inputs and processes that have the ability to contribute to the creation of 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 Company’s 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 a reporting 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. 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. |
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 |
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. |
Stock Repurchases | Stock Repurchases —The Company accounts for repurchases of its common stock by recording the cost to repurchase those shares to treasury stock, a separate component of stockholders' equity. Upon retirement, the carrying amount of treasury stock is reduced with a corresponding reduction to par value of common stock, with any excess of the cost incurred to repurchase shares over their par value recorded as an adjustment to retained earnings (accumulated deficit) on the date of retirement. |
Assets and Liabilities Held For Sale | Assets and Liabilities Held for Sale —The Company considers an asset to be held for sale when: management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in relation to its fair value; the asset is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the sale have been initiated; the sale of the asset is expected to be completed within one year; and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. The Company ceases to record depreciation and amortization expense associated with assets upon their designation as held for sale. |
Research and Development | Research and Development—The Company incurs research and development expenses for costs it incurs in research aimed at developing, and in translating the results of such research into new products and services or significant improvements to existing products or services, whether intended for sale or for internal use. Such costs are considered research and development expense up to the point in time at which the product or service achieves technological feasibility. These expenses primarily consist of employee-related costs (including stock-based compensation) for the Company's engineers and other employees engaged in the research and development of its products and services, as well as allocated indirect overhead costs. |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs") 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. The Company accounts for forfeitures as they occur. 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 expected volatility in the fair market value of the Company’s 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 as the contractual term for options of 10 years is longer than the Company has been publicly traded. Expected 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. |
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. |
Comprehensive Income | Comprehensive Income —Comprehensive income consists of net income and other comprehensive (loss) income, which consists of 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 Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments or changes in the tax law or rates. In assessing the realization of deferred tax assets, the Company 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. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. In determining the need for a valuation allowance, the weight given to positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates the ability to realize net deferred tax assets and the related valuation allowance on a quarterly basis. 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. |
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”). |
Insurance Policy | Insurance —The Company is self-insured for certain employee benefits include medical, detail and vision; however, the Company obtains third-party excess insurance coverage to limit its exposure to certain claims. Liabilities associated with these benefits include estimates of both claims filed and losses incurred but not yet reported. The Company utilizes valuations provided by reputable, independent third-party actuaries. The Company's self-insured liabilities are included in the consolidated balance sheets within accounts payable and accrued liabilities. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Effective | Recently Adopted Accounting Pronouncements Lease Accounting —In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASC 842"). ASC 842 supersedes the previous accounting guidance for leases included within Accounting Standards Codification 840, "Leases" ("ASC 840"). The new guidance generally requires lessees to recognize operating and financial lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures on the amount, timing and uncertainty of cash flows arising from lease arrangements. The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with Accounting Standards Update No. 2018-11, "Targeted Improvements to ASC 842," using a modified retrospective approach. Based on its lease portfolio in place at the time of adoption, the Company determined that a cumulative-effect adjustment to the opening balance of accumulated deficit was not needed because there was no difference between the operating lease expense recorded to its condensed consolidated statement of operations following its adoption of ASC 842 and the amount that would have been recorded under ASC 840. The Company will continue to disclose comparative reporting periods prior to January 1, 2019 under ASC 840. The Company elected the practical expedient available under ASC 842 to not record operating lease right-of-use assets or lease liabilities associated with leases with durations of 12 months or less. Those leases will be recorded on a straight line basis to the consolidated statement of operations over the lease term. The Company recorded operating lease right-of-use assets and lease liabilities for all of its leases that met the definition of a lease under ASC 842 and that had terms of greater than 12 months in duration upon its adoption of ASC 842. The Company elected not to take the package of practical expedients permitted under the transition guidance within ASC 842, which allows an entity to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and treatment of initial direct costs for any existing leases. Additionally, the Company did not elect the hindsight practical expedient to determine the lease terms for existing leases. The most significant changes as a result of ASC 842 were the recognition on the Company's consolidated balance sheet upon adoption on January 1, 2019 of operating lease right-of-use assets of $233.0 million, current operating lease liabilities of $55.2 million and long-term operating lease liabilities of $212.5 million. These balances consist of the Company's office lease portfolio and, to a much lesser extent, its computer equipment lease portfolio. The Company de-recognized deferred rent liabilities associated with its office lease portfolio of $34.8 million upon adoption. Callable Debt Securities —In March 2017, FASB issued Accounting Standards Update No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"). ASU 2017-08 requires entities to amortize purchased callable debt securities held at a premium to the earliest call date. The Company adopted ASU 2017-08 effective January 1, 2019 using the modified retrospective method. The Company does not hold any callable debt securities at a premium upon the adoption date, and, accordingly, no adjustment to opening retained earnings was required. Non-Employee Share-Based Payment Accounting —In June 2018, FASB issued Accounting Standards Update No. 2018-07, "Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting" ("ASU 2018-07"). ASU 2018-07 changes the accounting for non-employee share-based payments to align with the accounting for employee stock compensation. The Company adopted ASU 2018-07 effective January 1, 2019, and the adoption did not have a material impact on its consolidated financial statements. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income —In February 2018, FASB issued Accounting Standards Update No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"). This new guidance permits a company to reclassify the income tax effects of the U.S. Tax Cuts and Jobs Act on items within accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company adopted ASU 2018-02 effective January 1, 2019 and elected to not reclassify the income tax effects of the U.S. Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. Recent Accounting Pronouncements Not Yet Effective In June 2016, FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires certain types of financial instruments, including trade receivables and held-to-maturity investments measured at amortized cost, to be presented at the net amount expected to be collected based on historical events, current conditions and forecast information. The Company adopted and began applying ASU 2016-13 on January 1, 2020 by recording a cumulative-effect adjustment to retained earnings. This adjustment recorded an allowance related to expected credit losses on its held-to-maturity debt securities. This allowance took into consideration the composition and credit quality of the financial instruments, their respective historical credit loss activity, and reasonable and supportable economic forecasts and conditions at the time of adoption. The adoption did not have a material impact on the Company's consolidated financial statements. In January 2017, FASB issued Accounting Standards Update No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new standard, entities will perform goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019. The Company adopted ASU 2017-04 on January 1, 2020 and the adoption did not have a material impact on its consolidated financial statements. In August 2018, FASB issued Accounting Standards Update No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" (“ASU 2018-13”), which amends Accounting Standards Codification 820, "Fair Value Measurement." ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on its consolidated financial statements. In August 2018, FASB issued Accounting Standards Update No. 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract" ("ASU 2018-15"). ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. ASU 2018-15 generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. The Company adopted ASU 2018-15 prospectively and began applying it on January 1, 2020. The adoption did not have a material impact on the Company's financial statements. In December 2019, FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions to the general principles for recording income taxes, while also simplifying certain recognition and allocation approaches to accounting for income taxes. ASU 2019-12 will be effective for the first interim period within annual periods beginning after December 15, 2020 on a prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements and related disclosures. |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Cash $ 43,581 $ 81,055 Cash equivalents 126,700 251,709 Total cash and cash equivalents 170,281 332,764 Restricted cash 22,037 22,071 Total cash, cash equivalents and restricted cash $ 192,318 $ 354,835 |
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Cash $ 43,581 $ 81,055 Cash equivalents 126,700 251,709 Total cash and cash equivalents 170,281 332,764 Restricted cash 22,037 22,071 Total cash, cash equivalents and restricted cash $ 192,318 $ 354,835 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table represents the fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis and those held-to-maturity, as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 126,700 $ — $ — $ 126,700 $ 221,173 $ — $ — $ 221,173 Commercial paper — — — — — 30,536 — 30,536 Marketable Securities: Commercial paper — 130,472 — 130,472 — 175,070 — 175,070 Corporate bonds — 85,611 — 85,611 — 131,496 — 131,496 Agency bonds — 79,750 — 79,750 — 50,846 — 50,846 U.S. government bonds — — — — — 65,502 — 65,502 Total cash equivalents and marketable securities $ 126,700 $ 295,833 $ — $ 422,533 $ 221,173 $ 453,450 $ — $ 674,623 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity 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 as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term marketable securities: Commercial paper $ 130,464 $ 17 $ (9) $ 130,472 Corporate bonds 85,396 225 (10) 85,611 Agency bonds 26,140 90 — 26,230 Total short-term marketable securities 242,000 332 (19) 242,313 Long-term marketable securities: Agency bonds 53,499 21 — 53,520 Total long-term marketable securities 53,499 21 — 53,520 Total marketable securities $ 295,499 $ 353 $ (19) $ 295,833 December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents: Commercial paper $ 30,536 $ — $ — $ 30,536 Total cash equivalents 30,536 — — 30,536 Short-term marketable securities: Commercial paper 175,070 — — 175,070 Corporate bonds 131,626 8 (138) 131,496 U.S. government bonds 65,513 — (11) 65,502 Agency bonds 50,887 — (41) 50,846 Total short-term marketable securities 423,096 8 (190) 422,914 Total marketable securities $ 453,632 $ 8 $ (190) $ 453,450 |
Schedule of Unrealized Loss on Investments | The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2019 and 2018, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): December 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Commercial paper $ 63,639 $ (9) $ — $ — $ 63,639 $ (9) Corporate bonds 20,979 (10) — — 20,979 (10) Total $ 84,618 $ (19) $ — $ — $ 84,618 $ (19) December 31, 2018 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 121,566 $ (138) $ — $ — $ 121,566 $ (138) U.S. government bonds 65,502 (11) — — 65,502 (11) Agency bonds 50,846 (41) — — 50,846 (41) Total $ 237,914 $ (190) $ — $ — $ 237,914 $ (190) |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2019 and December 31, 2018 consisted of the following (in thousands): December 31, 2019 December 31, 2018 Prepaid expenses $ 10,188 $ 9,436 Other current assets 4,008 7,668 Total prepaid expenses and other current assets $ 14,196 $ 17,104 |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software | Property, equipment and software, net as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Capitalized website and internal-use software development costs $ 140,886 $ 108,590 Leasehold improvements 86,089 83,811 Computer equipment 43,626 40,801 Furniture and fixtures 18,403 17,839 Telecommunication 5,154 4,691 Software 1,687 1,651 Total 295,845 257,383 Less accumulated depreciation (184,896) (142,583) Property, equipment and software, net $ 110,949 $ 114,800 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill as of December 31, 2019 and 2018, and changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018, were as follows (in thousands): 2019 2018 Balance, beginning of period $ 105,620 $ 107,954 Effect of currency translation (1,031) (2,334) Balance, end of period $ 104,589 $ 105,620 |
Schedule of Intangible Assets | Intangible assets at December 31, 2019 and 2018 consisted of the following (dollars in thousands): As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,918 $ (2,841) $ 7,077 8.6 years Developed technology 7,832 (4,959) 2,873 2.2 years Content 3,814 (3,814) — 0.0 years Domain and data licenses 2,869 (2,748) 121 1.7 years Trademarks 877 (872) 5 0.2 years User relationships 146 (140) 6 0.2 years Total $ 25,456 $ (15,374) $ 10,082 As of December 31, 2018 Gross Accumulated Net Weighted Business relationships $ 9,918 $ (1,868) $ 8,050 9.4 years Developed technology 7,832 (3,562) 4,270 3.1 years Content 3,873 (3,696) 177 0.8 years Domain and data licenses 2,869 (2,359) 510 1.5 years Trademarks 877 (579) 298 1.2 years User relationships 146 (92) 54 1.2 years Total $ 25,515 $ (12,156) $ 13,359 |
Schedule of Future Amortization Expense | As of December 31, 2019, the estimated future amortization of purchased intangible assets for (i) each of the succeeding five years and (ii) thereafter was as follows (in thousands): Year Ending December 31, Amount 2020 $ 2,402 2021 2,262 2022 1,045 2023 714 2024 708 Thereafter 2,951 Total $ 10,082 |
ACQUISITIONS AND DISPOSALS (Tab
ACQUISITIONS AND DISPOSALS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price, Assets Acquired and Liabilities Assumed | The final purchase price allocation is as follows (in thousands): February 28, 2017 Fair value of purchase consideration: Cash: Distributed to Nowait stockholders $ 31,892 Held in escrow account 7,945 Total purchase consideration $ 39,837 Fair value of net assets acquired: Cash and cash equivalents $ 1,004 Intangible assets 12,670 Goodwill 25,959 Other assets 1,065 Total assets acquired 40,698 Liabilities assumed (861) Total liabilities assumed (861) Net assets acquired $ 39,837 April 3, 2017 Fair value of purchase consideration: Cash: Distributed to Turnstyle stockholders $ 16,648 Held in escrow account 3,093 Total purchase consideration $ 19,741 Fair value of net assets acquired: Cash and cash equivalents $ 30 Intangible assets 4,252 Goodwill 16,048 Other assets 250 Total assets acquired 20,580 Deferred tax liability (450) Liabilities assumed (389) Total liabilities assumed (839) Net assets acquired $ 19,741 |
Schedule of Acquired Intangible Assets | Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type: Amount Assigned Useful Life Enterprise restaurant relationships $ 8,500 12.0 years Acquired technology $ 2,900 5.0 years Trademarks $ 610 3.0 years Local restaurant relationships $ 600 5.0 years User relationships $ 60 3.0 years Weighted average 9.6 years Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type: Amount Assigned Useful Life Acquired technology $ 3,250 5.0 years Business relationships $ 672 5.0 years Trademarks $ 250 3.0 years User relationships $ 80 3.0 years Weighted average 4.9 years |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information | The components of lease cost as of December 31, 2019 were as follows (in thousands): Year Ended Operating lease cost $ 54,451 Short-term lease cost (12 months or less) 1,287 Sublease income (4,759) Total lease cost, net $ 50,979 The Company's leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants that would limit or prevent the Company from exercising its right to obtain substantially all of the economic benefits from use of the respective assets during the lease term. Supplemental cash flow information related to leases for the year ended December 31, 2019 was as follows (in thousands): December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 56,672 |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2019, maturities of lease liabilities for (i) each of the succeeding five years and (ii) thereafter were as follows (in thousands): Year Ending December 31, Operating 2020 $ 59,522 2021 52,060 2022 44,712 2023 41,652 2024 39,420 Thereafter 37,112 Total minimum lease payments 274,478 Less imputed interest (42,215) Present value of lease liabilities $ 232,263 As of December 31, 2018, maturities of lease liabilities for (i) each of the succeeding five years and (ii) thereafter were as follows (in thousands): Year Ending December 31, Operating 2019 $ 56,703 2020 59,009 2021 51,429 2022 43,603 2023 40,517 Thereafter 69,980 Total minimum lease payments $ 321,241 |
Assets And Liabilities, Lessee Information | As of December 31, 2019, the weighted-average remaining lease term and weighted-average discount rate were as follows: December 31, 2019 Weighted-average remaining lease term (years) — operating leases 5.5 Weighted-average discount rate — operating leases 6.1 % |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-current Assets | Other non-current assets as of December 31, 2019 and 2018 consisted of the following (in thousands): 2019 2018 Deferred tax assets $ 20,054 $ 17,240 Deferred contract costs 15,138 12,345 Escrow deposit — 28,750 Other non-current assets 3,177 1,109 Total other non-current assets $ 38,369 $ 59,444 |
Capitalized Contract Cost | Deferred contract costs as of December 31, 2019 and 2018, and changes in deferred contract costs during the years ended December 31, 2019 and 2018, were as follows (in thousands): 2019 2018 Balance, beginning of period $ 12,345 $ 9,089 Add: costs deferred on new contracts 14,998 14,572 Less: amortization recorded in sales and marketing expenses (12,205) (11,316) Balance, end of period $ 15,138 $ 12,345 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Allowance for Doubtful Accounts Receivable | The allowance for doubtful accounts as of December 31, 2019, 2018 and 2017, and changes in the allowance for doubtful accounts during the years ended December 31, 2019, 2018 and 2017, were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance, beginning of period $ 8,685 $ 8,602 $ 6,196 Add: provision for doubtful accounts 22,543 24,515 20,917 Less: write-offs, net of recoveries (23,542) (24,432) (18,511) Balance, end of period $ 7,686 $ 8,685 $ 8,602 |
Contract with Customer, Liability | Changes in deferred revenue during the years ended December 31, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2019 2018 Balance, beginning of period $ 3,843 $ 3,469 Less: recognition of deferred revenue from beginning balance (3,744) (3,436) Add: net increase in current period contract liabilities 4,216 3,810 Balance, end of period $ 4,315 $ 3,843 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Accounts payable $ 6,002 $ 6,540 Employee related liabilities 41,488 23,634 Accrued sales and marketing expenses 2,982 4,536 Taxes payable 3,695 3,438 Accrued cost of revenue 7,208 5,463 Other accrued liabilities 10,958 17,451 Total accrued liabilities $ 72,333 $ 61,062 |
LONG-TERM LIABILITIES (Tables)
LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Long-term Liabilities | Long-term liabilities as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, December 31, Deferred rent $ — $ 31,253 Other long-term liabilities 6,798 3,887 Total long-term liabilities $ 6,798 $ 35,140 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 December 31, 2018 Shares Shares Shares Shares Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 71,185,468 200,000,000 81,996,839 Undesignated preferred stock 10,000,000 — 10,000,000 — |
Schedule of Common Stock Reserved for Future Issuance | As of December 31, 2019, the Company had reserved shares of common stock for future issuances in connection with the following: Number of Shares Stock options outstanding 6,210,685 RSUs outstanding 7,625,584 Available for future equity award grants 7,233,289 Available for future ESPP offerings 1,542,130 Total reserved for future issuance 22,611,688 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the years ended December 31, 2019, 2018 and 2017, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2019 2018 2017 Dividend yield — — — Annual risk-free rate 2.5 % 2.2 % 2.1 % Expected volatility 48.3 % 42.0 % 44.0 % Expected term (years) 6.0 6.0 5.9 |
Schedule of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2019 is as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 6,818,682 $ 24.54 5.1 $ 88,983 Granted 662,150 36.06 Exercised (826,124) 21.18 Canceled (444,323) 40.57 Outstanding at December 31, 2019 6,210,385 $ 25.10 4.3 $ 75,805 Options vested and exercisable at December 31, 2019 5,310,712 $ 22.94 3.7 $ 75,540 |
Summary of RSU Activity | A summary of RSU activity for the year ended December 31, 2019 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2018 6,563,863 $ 38.67 Granted 6,205,023 34.35 Vested (1) (3,273,159) 36.01 Canceled (1,870,143) 37.82 Nonvested at December 31, 2019 7,625,584 $ 36.51 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | 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, 2019 2018 2017 Cost of revenue $ 4,535 $ 4,572 $ 4,010 Sales and marketing 30,668 30,779 28,100 Product development 63,433 56,882 47,280 General and administrative 22,876 22,153 21,025 Total stock-based compensation recorded to income before incomes taxes 121,512 114,386 100,415 Benefit from income taxes (31,565) (30,237) (1,407) Total stock-based compensation recorded to net income $ 89,947 $ 84,149 $ 99,008 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Other income, net for the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Interest income, net $ 13,328 $ 13,804 $ 4,189 Transaction gain (loss) on foreign exchange 27 (70) 258 Other non-operating income, net 901 375 417 Other income, net $ 14,256 $ 14,109 $ 4,864 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes | The following table presents domestic and foreign components of income before income taxes for the periods presented (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 55,292 $ 44,856 $ 194,376 Foreign (5,525) (4,850) (9,890) Total income before income taxes $ 49,767 $ 40,006 $ 184,486 |
Tax Provision | The income tax provision is composed of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ 8,598 $ (819) $ 25,785 State 2,570 384 5,069 Foreign 517 560 354 Total current tax $ 11,685 $ 125 $ 31,208 Deferred: Federal $ (2,916) $ (10,032) $ (28) State 59 (6,491) 15 Foreign 58 1,054 296 Total deferred tax (2,799) (15,469) 283 Total provision for (benefit from) income taxes $ 8,886 $ (15,344) $ 31,491 |
Reconciliation of Effective Income Tax Rate | The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: Year Ended December 31, 2019 2018 2017 Income tax at federal statutory rate 21.00 % 21.00 % 35.00 % State tax, net of federal tax effect 2.83 3.24 3.54 Foreign income tax rate differential (0.56) (0.54) 0.50 Stock-based compensation 3.46 (16.80) (4.82) Income tax credits (26.94) (35.83) (5.39) Change in valuation allowance 10.40 (25.08) (30.23) Change in uncertain tax positions 0.56 4.48 0.98 Gain on disposal of a business unit — — 17.42 Employee fringe benefits 5.97 7.28 0.24 Other non-deductible expenses 1.42 2.73 0.12 Deferred adjustments 0.37 2.24 (0.12) Other (0.65) (1.07) (0.18) Effective tax rate 17.86 % (38.35) % 17.06 % |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands): As of December 31, 2019 2018 Deferred tax assets: Reserves and others $ 6,547 $ 14,223 Stock-based compensation 19,950 19,689 Net operating loss carryforward 4,628 5,956 Tax credit carryforward 23,642 23,073 Operating lease liabilities 60,206 — Gross deferred tax assets 114,973 62,941 Valuation allowance (23,447) (18,381) Total deferred tax assets 91,526 44,560 Deferred tax liabilities: Depreciation and amortization (16,359) (16,666) Disposal of a business unit — (7,454) Deferred contract costs (3,869) (3,201) Operating lease right-of-use assets (51,244) — Total deferred tax liabilities (71,472) (27,321) Net deferred tax assets $ 20,054 $ 17,239 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at the beginning of the year $ 33,107 $ 18,215 $ 10,340 (Decrease) increase based on tax positions related to the prior year (611) 3,654 667 Increase based on tax positions related to the current year 9,995 11,485 7,209 Decrease from tax authorities' settlements (1,773) — — Lapse of statute of limitations — (247) (1) Balance at the end of the year $ 40,718 $ 33,107 $ 18,215 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Basic net income per share attributable to common stockholders: Numerator: Net income $ 40,881 $ 55,350 $ 152,995 Denominator: Weighted-average shares outstanding 74,627 83,573 81,602 Basic net income per share attributable to common stockholders: $ 0.55 $ 0.66 $ 1.87 Year Ended December 31, 2019 2018 2017 Diluted net income per share attributable to common stockholders: Numerator: Allocation of undistributed earnings for basic calculations $ 40,881 $ 55,350 $ 152,995 Denominator: Number of shares used in basic calculation 74,627 83,573 81,602 Weighted-average effect of dilutive securities Stock options 2,367 2,984 3,279 Restricted stock units 973 2,137 2,289 Employee stock purchase program 2 15 — Number of shares used in diluted calculation 77,969 88,709 87,170 Diluted net income per share attributable to common stockholders $ 0.52 $ 0.62 $ 1.76 |
Schedule of Anti-dilutive Securities | The following weighted-average stock-based instruments were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2019 2018 2017 Stock options 2,580 2,030 1,659 Restricted stock units and awards 2,020 373 593 |
INFORMATION ABOUT REVENUE AND_2
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table presents the Company’s net revenue by product line for the periods presented (in thousands): Year Ended December 31, 2019 2018 2017 Net revenue by product: Advertising $ 976,925 $ 907,487 $ 775,678 Transactions 12,436 13,694 60,251 Other services 24,833 21,592 14,918 Total net revenue $ 1,014,194 $ 942,773 $ 850,847 |
Schedule of Net Revenue by Geographic Region | The following table presents the Company’s net revenue by geographic region for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 1,000,245 $ 929,569 $ 836,766 All other countries 13,949 13,204 14,081 Total net revenue $ 1,014,194 $ 942,773 $ 850,847 |
Schedule of Long-Lived Assets by Geographic Region | The following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands): As of December 31, 2019 2018 United States $ 109,849 $ 112,984 All other countries 1,100 1,816 Total long-lived assets $ 110,949 $ 114,800 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following tables set forth the Company's unaudited quarterly consolidated statements of operations data for each of the eight quarters in the two-year period ended December 31, 2019 (in thousands, except per share data). The Company has prepared this quarterly data on a consistent basis with the audited consolidated financial statements included in this Annual Report. In the opinion of management, the quarterly financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. This information should be read in conjunction with the audited financial statements and related notes included elsewhere in this Annual Report. The results of historical periods are not necessarily indicative of the results of operations for any future period. Quarter Ended Dec 31, 2019 Sep 30, 2019 Jun 30, 2019 Mar 31, 2019 Dec 31, 2018 Sep 30, 2018 Jun 30, 2018 Mar 31, 2018 Consolidated Statements of Net revenue $ 268,823 $ 262,474 $ 246,955 $ 235,942 $ 243,740 $ 241,096 $ 234,863 $ 223,074 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 16,656 16,514 14,975 14,265 14,255 14,177 14,708 14,732 Sales and marketing 126,370 127,655 122,045 124,316 121,256 121,759 120,653 119,641 Product development 61,138 56,661 54,566 58,075 54,273 53,764 52,789 51,493 General and administrative 34,164 39,703 30,932 31,292 29,677 30,302 28,583 32,007 Depreciation and amortization 12,849 12,391 12,240 11,876 11,557 10,713 10,509 10,028 Total costs and expenses 251,177 252,924 234,758 239,824 231,018 230,715 227,242 227,901 Income (loss) from operations 17,646 9,550 12,197 (3,882) 12,722 10,381 7,621 (4,827) Other income, net 2,611 3,063 3,891 4,691 4,160 3,921 3,424 2,604 Income (loss) before income taxes 20,257 12,613 16,088 809 16,882 14,302 11,045 (2,223) Provision for (benefit from) income taxes 3,105 2,552 3,785 (556) (15,064) (684) 341 63 Net income (loss) attributable to $ 17,152 $ 10,061 $ 12,303 $ 1,365 $ 31,946 $ 14,986 $ 10,704 $ (2,286) Net income (loss) per share attributable Basic $ 0.24 $ 0.14 $ 0.16 $ 0.02 $ 0.39 $ 0.18 $ 0.13 $ (0.03) Diluted $ 0.24 $ 0.14 $ 0.16 $ 0.02 $ 0.37 $ 0.17 $ 0.12 $ (0.03) Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: Basic 70,627 70,773 75,601 81,772 82,706 84,008 83,769 83,785 Diluted 72,987 73,712 78,530 85,087 86,287 88,724 88,651 83,785 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | Dec. 31, 2019entity |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of wholly-owned entities | 5 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Accounting Policies [Line Items] | ||||
Goodwill impairment loss | $ 0 | |||
Impairment of intangible assets | $ 0 | |||
Contracts invoiced in arrears, duration | 1 month | |||
Renewal term | 10 years | |||
Research and development cost | $ 225,500,000 | $ 205,800,000 | $ 171,200,000 | |
Advertising expense | 20,700,000 | 38,000,000 | 50,300,000 | |
Employer contributions | 9,500,000 | 12,000,000 | $ 4,800,000 | |
Operating lease, right-of-use asset | 197,866,000 | |||
Operating lease liabilities — current | 57,507,000 | |||
Operating lease liabilities — long-term | 174,756,000 | |||
Deferred rent | $ 0 | $ 31,253,000 | ||
Accounting Standards Update 2018-11 | ||||
Accounting Policies [Line Items] | ||||
Deferred rent | $ (34,800,000) | |||
Advertising | ||||
Accounting Policies [Line Items] | ||||
Contracts invoiced in arrears, duration | 1 month | |||
Payment collection after billing period, duration | 30 days | |||
Transactions | ||||
Accounting Policies [Line Items] | ||||
Payment collection after billing period, duration | 30 days | |||
Minimum | Accounting Standards Update 2018-11 | ||||
Accounting Policies [Line Items] | ||||
Operating lease, right-of-use asset | 233,000,000 | |||
Operating lease liabilities — current | 55,200,000 | |||
Maximum | Accounting Standards Update 2018-11 | ||||
Accounting Policies [Line Items] | ||||
Operating lease liabilities — long-term | $ 212,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Equipment and Software) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Capitalized website and internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 2 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 12 years |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 43,581 | $ 81,055 | ||
Cash equivalents | 126,700 | 251,709 | ||
Total cash and cash equivalents | 170,281 | 332,764 | ||
Restricted cash | 22,037 | 22,071 | ||
Total cash, cash equivalents and restricted cash | $ 192,318 | $ 354,835 | $ 566,404 | $ 289,518 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 295,833 | $ 453,450 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 30,536 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 422,533 | 674,623 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 130,472 | 175,070 |
Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 85,611 | 131,496 |
Recurring | U.S. government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 65,502 |
Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 79,750 | 50,846 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 126,700 | 221,173 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 30,536 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 126,700 | 221,173 |
Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 1 | U.S. government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 1 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 126,700 | 221,173 |
Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 295,833 | 453,450 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 130,472 | 175,070 |
Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 85,611 | 131,496 |
Recurring | Level 2 | U.S. government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 65,502 |
Recurring | Level 2 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 79,750 | 50,846 |
Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 30,536 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 3 | U.S. government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 3 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INVESTM
FAIR VALUE OF FINANCIAL INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Oct. 29, 2018 | |
Schedule of Held-to-maturity Securities [Line Items] | |||
Short-term marketable security, held to maturity | $ 423,096 | $ 242,000 | |
Short-term marketable security, maturity date of May 17, 2019 | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Short-term marketable security, held to maturity | $ 18,000 | ||
Loss on sale of held-to-maturity security | $ 100 |
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, 2019 | Dec. 31, 2018 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost, short term marketable securities | $ 242,000 | $ 423,096 |
Gross Unrealized Gains | 332 | 8 |
Gross Unrealized Losses | (19) | (190) |
Fair Value | 242,313 | 422,914 |
Amortized Cost, long-term marketable securities | 53,499 | |
Gross Unrealized Gains | 21 | |
Gross Unrealized Losses | 0 | |
Fair Value | 53,520 | |
Amortized Cost | 295,499 | 453,632 |
Gross Unrealized Gains | 353 | 8 |
Gross Unrealized Losses | (19) | (190) |
Fair Value | 295,833 | 453,450 |
Commercial paper | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost, short term marketable securities | 130,464 | 175,070 |
Gross Unrealized Gains | 17 | 0 |
Gross Unrealized Losses | (9) | 0 |
Fair Value | 130,472 | 175,070 |
Corporate bonds | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost, short term marketable securities | 85,396 | 131,626 |
Gross Unrealized Gains | 225 | 8 |
Gross Unrealized Losses | (10) | (138) |
Fair Value | 85,611 | 131,496 |
U.S. government bonds | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost, short term marketable securities | 65,513 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (11) | |
Fair Value | 65,502 | |
Agency bonds | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost, short term marketable securities | 26,140 | 50,887 |
Gross Unrealized Gains | 90 | 0 |
Gross Unrealized Losses | 0 | (41) |
Fair Value | 26,230 | 50,846 |
Amortized Cost, long-term marketable securities | 53,499 | |
Gross Unrealized Gains | 21 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 53,520 | |
Commercial paper | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost, short term marketable securities | 30,536 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 30,536 |
MARKETABLE SECURITIES (Schedu_2
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | ||
Less Than 12 Months | $ 84,618 | $ 237,914 |
12 Months or Greater | 0 | 0 |
Total | 84,618 | 237,914 |
Unrealized Loss | ||
Less Than 12 Months | (19) | (190) |
12 Months or Greater | 0 | 0 |
Total | (19) | (190) |
Commercial paper | ||
Fair Value | ||
Less Than 12 Months | 63,639 | |
12 Months or Greater | 0 | |
Total | 63,639 | |
Unrealized Loss | ||
Less Than 12 Months | (9) | |
12 Months or Greater | 0 | |
Total | (9) | |
Corporate bonds | ||
Fair Value | ||
Less Than 12 Months | 20,979 | 121,566 |
12 Months or Greater | 0 | 0 |
Total | 20,979 | 121,566 |
Unrealized Loss | ||
Less Than 12 Months | (10) | (138) |
12 Months or Greater | 0 | 0 |
Total | $ (10) | (138) |
U.S. government bonds | ||
Fair Value | ||
Less Than 12 Months | 65,502 | |
12 Months or Greater | 0 | |
Total | 65,502 | |
Unrealized Loss | ||
Less Than 12 Months | (11) | |
12 Months or Greater | 0 | |
Total | (11) | |
Agency bonds | ||
Fair Value | ||
Less Than 12 Months | 50,846 | |
12 Months or Greater | 0 | |
Total | 50,846 | |
Unrealized Loss | ||
Less Than 12 Months | (41) | |
12 Months or Greater | 0 | |
Total | $ (41) |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 10,188 | $ 9,436 |
Other current assets | 4,008 | 7,668 |
Total prepaid expenses and other current assets | $ 14,196 | $ 17,104 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Capitalized website and internal-use software costs | $ 33.9 | $ 26.9 | $ 20.4 |
Amortization expense related to website and internal-use software | 24.2 | 19 | 16.7 |
Impairment of assets | 1.6 | ||
Depreciation expense | $ 46.1 | $ 39.3 | $ 34.6 |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 295,845 | $ 257,383 |
Less accumulated depreciation | (184,896) | (142,583) |
Property, equipment and software, net | 110,949 | 114,800 |
Capitalized website and internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 140,886 | 108,590 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 86,089 | 83,811 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 43,626 | 40,801 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 18,403 | 17,839 |
Telecommunication | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 5,154 | 4,691 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 1,687 | $ 1,651 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 105,620 | $ 107,954 |
Effect of currency translation | (1,031) | (2,334) |
Balance, end of period | $ 104,589 | $ 105,620 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,456 | $ 25,515 |
Accumulated Amortization | (15,374) | (12,156) |
Total | 10,082 | 13,359 |
Business relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,918 | 9,918 |
Accumulated Amortization | (2,841) | (1,868) |
Total | $ 7,077 | $ 8,050 |
Weighted Average Remaining Life (in years) | 8 years 7 months 6 days | 9 years 4 months 24 days |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,832 | $ 7,832 |
Accumulated Amortization | (4,959) | (3,562) |
Total | $ 2,873 | $ 4,270 |
Weighted Average Remaining Life (in years) | 2 years 2 months 12 days | 3 years 1 month 6 days |
Content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,814 | $ 3,873 |
Accumulated Amortization | (3,814) | (3,696) |
Total | $ 0 | $ 177 |
Weighted Average Remaining Life (in years) | 0 years | 9 months 18 days |
Domain and data licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,869 | $ 2,869 |
Accumulated Amortization | (2,748) | (2,359) |
Total | $ 121 | $ 510 |
Weighted Average Remaining Life (in years) | 1 year 8 months 12 days | 1 year 6 months |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 877 | $ 877 |
Accumulated Amortization | (872) | (579) |
Total | $ 5 | $ 298 |
Weighted Average Remaining Life (in years) | 2 months 12 days | 1 year 2 months 12 days |
User relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 146 | $ 146 |
Accumulated Amortization | (140) | (92) |
Total | $ 6 | $ 54 |
Weighted Average Remaining Life (in years) | 2 months 12 days | 1 year 2 months 12 days |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 3.3 | $ 3.5 | $ 6.6 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2020 | $ 2,402 | |
2021 | 2,262 | |
2022 | 1,045 | |
2023 | 714 | |
2024 | 708 | |
Thereafter | 2,951 | |
Total | $ 10,082 | $ 13,359 |
ACQUISITIONS AND DISPOSALS (Nar
ACQUISITIONS AND DISPOSALS (Narrative) (Details) - USD ($) | Oct. 10, 2017 | Apr. 03, 2017 | Feb. 28, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 14, 2017 |
Business Acquisition [Line Items] | |||||||||||||||
Held in escrow account | $ 0 | $ 28,750,000 | $ 0 | $ 28,750,000 | |||||||||||
Net revenue | 268,823,000 | $ 262,474,000 | $ 246,955,000 | $ 235,942,000 | 243,740,000 | $ 241,096,000 | $ 234,863,000 | $ 223,074,000 | 1,014,194,000 | 942,773,000 | $ 850,847,000 | ||||
Net loss | $ (17,152,000) | $ (10,061,000) | $ (12,303,000) | $ (1,365,000) | $ (31,946,000) | $ (14,986,000) | $ (10,704,000) | $ 2,286,000 | (40,881,000) | (55,350,000) | (152,995,000) | ||||
Gain on disposal of a business unit | 0 | 0 | 163,697,000 | ||||||||||||
Nowait, Inc | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Equity interest in acquiree, percentage | 20.00% | ||||||||||||||
Total purchase price | $ 39,837,000 | ||||||||||||||
Held in escrow account | $ 7,945,000 | ||||||||||||||
Acquisition-related transaction costs | 0 | 0 | 100,000 | ||||||||||||
Net revenue | 7,800,000 | 5,300,000 | |||||||||||||
Turnstyle Analytics Inc | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Total purchase price | $ 19,741,000 | ||||||||||||||
Held in escrow account | $ 3,093,000 | ||||||||||||||
Escrow deposit, duration | 18 months | ||||||||||||||
Acquisition-related transaction costs | 0 | 0 | 300,000 | ||||||||||||
Net revenue | $ 2,100,000 | $ 3,100,000 | |||||||||||||
Purchase consideration including acquisition compensation cost | $ 20,600,000 | ||||||||||||||
Compensation costs | $ 1,000,000 | ||||||||||||||
Net loss | 8,800,000 | ||||||||||||||
Eat 24 | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Escrow deposit, duration | 18 months | ||||||||||||||
Disposal related costs | 300,000 | ||||||||||||||
Goodwill related to disposed asset group | 110,800,000 | ||||||||||||||
Eat 24 | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Held in escrow account | $ 28,800,000 | ||||||||||||||
Escrow deposit, duration | 18 months | ||||||||||||||
Disposal group, cash consideration received | $ 251,700,000 | ||||||||||||||
Additional consideration received | $ 1,000,000 | ||||||||||||||
Gain on disposal of a business unit | 163,700,000 | ||||||||||||||
Loss before provision for income taxes attributable to Eat24 | $ (11,900,000) |
ACQUISITIONS AND DISPOSALS (Sum
ACQUISITIONS AND DISPOSALS (Summary of Purchase Price and Net Assets Acquired) (Details) - USD ($) $ in Thousands | Apr. 03, 2017 | Feb. 28, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash: | |||||
Held in escrow account | $ 0 | $ 28,750 | |||
Fair value of net assets acquired: | |||||
Goodwill | $ 104,589 | $ 105,620 | $ 107,954 | ||
Nowait, Inc | |||||
Cash: | |||||
Cash consideration | $ 31,892 | ||||
Held in escrow account | 7,945 | ||||
Total purchase price | 39,837 | ||||
Fair value of net assets acquired: | |||||
Cash and cash equivalents | 1,004 | ||||
Intangible assets | 12,670 | ||||
Goodwill | 25,959 | ||||
Other assets | 1,065 | ||||
Total assets acquired | 40,698 | ||||
Liabilities assumed | (861) | ||||
Total liabilities assumed | (861) | ||||
Net assets acquired | $ 39,837 | ||||
Turnstyle Analytics Inc | |||||
Cash: | |||||
Cash consideration | $ 16,648 | ||||
Held in escrow account | 3,093 | ||||
Total purchase price | 19,741 | ||||
Fair value of net assets acquired: | |||||
Cash and cash equivalents | 30 | ||||
Intangible assets | 4,252 | ||||
Goodwill | 16,048 | ||||
Other assets | 250 | ||||
Total assets acquired | 20,580 | ||||
Deferred tax liability | (450) | ||||
Liabilities assumed | (389) | ||||
Total liabilities assumed | (839) | ||||
Net assets acquired | $ 19,741 |
ACQUISITIONS AND DISPOSALS (S_2
ACQUISITIONS AND DISPOSALS (Summary of Estimated Useful lives of Intangible Assets Acquired ) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 03, 2017 | Feb. 28, 2017 | |
Nowait, Inc | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 12,670 | ||
Useful Life | 9 years 7 months 6 days | ||
Nowait, Inc | Enterprise restaurant relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 8,500 | ||
Useful Life | 12 years | ||
Nowait, Inc | Acquired technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 2,900 | ||
Useful Life | 5 years | ||
Nowait, Inc | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 610 | ||
Useful Life | 3 years | ||
Nowait, Inc | Local restaurant relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 600 | ||
Useful Life | 5 years | ||
Nowait, Inc | User relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 60 | ||
Useful Life | 3 years | ||
Turnstyle Analytics Inc | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 4,252 | ||
Useful Life | 4 years 10 months 24 days | ||
Turnstyle Analytics Inc | Acquired technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 3,250 | ||
Useful Life | 5 years | ||
Turnstyle Analytics Inc | Business relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 672 | ||
Useful Life | 5 years | ||
Turnstyle Analytics Inc | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 250 | ||
Useful Life | 3 years | ||
Turnstyle Analytics Inc | User relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 80 | ||
Useful Life | 3 years |
LEASES (Lease Cost) (Details)
LEASES (Lease Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Operating lease cost | $ 54,451 | ||
Short-term lease cost (12 months or less) | 1,287 | ||
Sublease income | (4,759) | $ (2,200) | $ (2,600) |
Total lease cost, net | $ 50,979 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 51,200 | $ 42,500 | ||
Sublease Income | $ 4,759 | $ 2,200 | $ 2,600 | |
Lease cost | $ 50,979 | |||
UNITED KINGDOM | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease cost | $ 15,000 |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow Information) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 56,672 |
LEASES (Operating Lease Maturit
LEASES (Operating Lease Maturities) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 59,522 |
2021 | 52,060 |
2022 | 44,712 |
2023 | 41,652 |
2024 | 39,420 |
Thereafter | 37,112 |
Total minimum lease payments | 274,478 |
Less imputed interest | (42,215) |
Present value of lease liabilities | $ 232,263 |
LEASES (Maturities Prior to Ado
LEASES (Maturities Prior to Adoption of ASC 842) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 56,703 |
2020 | 59,009 |
2021 | 51,429 |
2022 | 43,603 |
2023 | 40,517 |
Thereafter | 69,980 |
Total minimum lease payments | $ 321,241 |
LEASES (Additional Information)
LEASES (Additional Information) (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) — operating leases | 5 years 6 months |
Weighted-average discount rate — operating leases | 6.10% |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent Disclosure [Abstract] | |||
Deferred tax assets | $ 20,054 | $ 17,240 | |
Deferred contract costs | 15,138 | 12,345 | $ 9,089 |
Escrow deposit | 0 | 28,750 | |
Other non-current assets | 3,177 | 1,109 | |
Total other non-current assets | $ 38,369 | $ 59,444 |
OTHER NON-CURRENT ASSETS (Narra
OTHER NON-CURRENT ASSETS (Narrative) (Details) | Oct. 10, 2017 |
Eat 24 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Escrow deposit, duration | 18 months |
OTHER NON-CURRENT ASSETS (Chang
OTHER NON-CURRENT ASSETS (Changes in Deferred Contract Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes In Capitalized Contract Costs [Roll Forward] | ||
Balance, beginning of period | $ 12,345 | $ 9,089 |
Add: costs deferred on new contracts | 14,998 | 14,572 |
Less: amortization recorded in sales and marketing expenses | (12,205) | (11,316) |
Balance, end of period | $ 15,138 | $ 12,345 |
CONTRACT BALANCES (Schedule of
CONTRACT BALANCES (Schedule of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts: | |||
Balance, beginning of period | $ 8,685 | $ 8,602 | $ 6,196 |
Add: provision for doubtful accounts | 22,543 | 24,515 | 20,917 |
Less: write-offs, net of recoveries | (23,542) | (24,432) | (18,511) |
Balance, end of period | $ 7,686 | $ 8,685 | $ 8,602 |
CONTRACT BALANCES (Narrative) (
CONTRACT BALANCES (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 4,315 | $ 3,843 | $ 3,469 |
CONTRACT BALANCES (Changes in D
CONTRACT BALANCES (Changes in Deferred Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Balance, beginning of period | $ 3,843 | $ 3,469 |
Less: recognition of deferred revenue from beginning balance | (3,744) | (3,436) |
Add: net increase in current period contract liabilities | 4,216 | 3,810 |
Balance, end of period | $ 4,315 | $ 3,843 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 6,002 | $ 6,540 |
Employee related liabilities | 41,488 | 23,634 |
Accrued sales and marketing expenses | 2,982 | 4,536 |
Taxes payable | 3,695 | 3,438 |
Accrued cost of revenue | 7,208 | 5,463 |
Other accrued liabilities | 10,958 | 17,451 |
Total accrued liabilities | $ 72,333 | $ 61,062 |
LONG-TERM LIABILITIES (Schedule
LONG-TERM LIABILITIES (Schedule of Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 0 | $ 31,253 |
Other long-term liabilities | 6,798 | 3,887 |
Total long-term liabilities | $ 6,798 | $ 35,140 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity Note [Abstract] | ||
Common Stock, Shares Authorized (in shares) | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued (in shares) | 71,185,468 | 81,996,839 |
Common Stock, Shares Outstanding (in shares) | 71,185,468 | 81,996,839 |
Undesignated Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Undesignated Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Undesignated Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
STOCKHOLDERS' EQUITY (Award Com
STOCKHOLDERS' EQUITY (Award Compensation Narrative) (Details) | 12 Months Ended | |||||
Dec. 31, 2019USD ($)scheduleplan$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Feb. 11, 2019USD ($) | Nov. 27, 2018USD ($) | Jul. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Repurchases of common stock | $ 481,011,000 | $ 187,382,000 | $ 12,556,000 | |||
Number of equity incentive plans | plan | 3 | |||||
Stock-based compensation | $ 121,512,000 | 114,386,000 | 100,415,000 | |||
Capitalized stock-based compensation | $ 9,800,000 | 7,800,000 | 5,800,000 | |||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of vesting schedules | schedule | 4 | |||||
Exercisable period | 10 years | |||||
Intrinsic value of options exercised | $ 12,000,000 | $ 18,900,000 | $ 28,000,000 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 17.64 | $ 18.89 | $ 15.35 | |||
Unrecognized compensation costs | $ 15,000,000 | |||||
Unrecognized compensation costs, period for recognition | 2 years 3 months 18 days | |||||
Stock Options | End of year one | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 25.00% | |||||
Stock Options | First year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 10.00% | |||||
Stock Options | Second year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 20.00% | |||||
Stock Options | Third year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 30.00% | |||||
Stock Options | Fourth year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 40.00% | |||||
Stock Options | Monthly Basis First Year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 35.00% | |||||
Stock Options | Monthly Basis Second Year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 40.00% | |||||
Stock Options | Monthly Basis Third Year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 25.00% | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Number of vesting schedules | schedule | 3 | |||||
Unrecognized compensation costs | $ 266,200,000 | |||||
Unrecognized compensation costs, period for recognition | 2 years 9 months 18 days | |||||
Aggregate fair value of vested RSUs | $ 112,400,000 | $ 131,100,000 | $ 104,200,000 | |||
Restricted Stock Units | End of year one | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 25.00% | |||||
Restricted Stock Units | First year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 10.00% | |||||
Restricted Stock Units | Second year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 20.00% | |||||
Restricted Stock Units | Third year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 30.00% | |||||
Restricted Stock Units | Fourth year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting rate | 40.00% | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Trigger price for vesting (usd per share) | $ / shares | $ 45.3125 | |||||
Employee Stock Purchase Plan | ||||||
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 (in shares) | shares | 534,120 | 442,679 | 373,580 | |||
Weighted-average purchase price (in dollars per share) | $ / shares | $ 27.66 | $ 32.07 | $ 29.23 | |||
Stock-based compensation | $ 2,600,000 | $ 2,600,000 | $ 2,000,000 | |||
July 31, 2017 Share Repurchase Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 700,000,000 | $ 250,000,000 | $ 250,000,000 | $ 200,000,000 | ||
Repurchase and retirement of common stock (in shares) | shares | 14,190,409 | 4,896,003 | ||||
Repurchases of common stock | $ 481,000,000 | $ 187,400,000 | ||||
Minimum | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Maximum | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
STOCKHOLDERS' EQUITY (Schedul_2
STOCKHOLDERS' EQUITY (Schedule of Shares Reserved for Issuance) (Details) | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 22,611,688 |
Stock options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 6,210,685 |
RSUs outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 7,625,584 |
Available for future equity award grants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 7,233,289 |
Available for future ESPP offerings | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 1,542,130 |
STOCKHOLDERS' EQUITY (Schedul_3
STOCKHOLDERS' EQUITY (Schedule of Fair Value Assumptions) (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Annual risk-free rate | 2.50% | 2.20% | 2.10% |
Expected volatility | 48.30% | 42.00% | 44.00% |
Expected term (years) | 6 years | 6 years | 5 years 10 months 24 days |
STOCKHOLDERS' EQUITY (Schedul_4
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 6,818,682 | |
Granted (in shares) | 662,150 | |
Exercised (in shares) | (826,124) | |
Canceled (in shares) | (444,323) | |
Outstanding, ending balance (in shares) | 6,210,385 | 6,818,682 |
Options vested and exercisable (in shares) | 5,310,712 | |
Weighted- Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 24.54 | |
Granted (in dollars per share) | 36.06 | |
Exercised (in dollars per share) | 21.18 | |
Canceled (in dollars per share) | 40.57 | |
Outstanding, ending balance (in dollars per share) | 25.10 | $ 24.54 |
Options vested and exercisable (in dollars per share) | $ 22.94 | |
Weighted- Average Remaining Contractual Term | ||
Outstanding, Weighted-Average Remaining Contractual Term (in years) | 4 years 3 months 18 days | 5 years 1 month 6 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 3 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding, Aggregate Intrinsic Value | $ 75,805 | $ 88,983 |
Options vested and exercisable, Aggregate Intrinsic Value | $ 75,540 |
STOCKHOLDERS' EQUITY (Schedul_5
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Units Activity) (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Shares | |
Nonvested, beginning balance (in shares) | 6,563,863 |
Granted (in shares) | 6,205,023 |
Vested (in shares) | (3,273,159) |
Canceled (in shares) | (1,870,143) |
Nonvested, ending balance (in shares) | 7,625,584 |
Weighted- Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 38.67 |
Granted (in dollars per share) | $ / shares | 34.35 |
Vested (in dollars per share) | $ / shares | 36.01 |
Canceled (in dollars per share) | $ / shares | 37.82 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 36.51 |
Shares vested but not issued due to net share settlement for payment of employee taxes (in shares) | 1,254,365 |
STOCKHOLDERS' EQUITY (Schedul_6
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation recorded to income before incomes taxes | $ 121,512 | $ 114,386 | $ 100,415 |
Benefit from income taxes | (31,565) | (30,237) | (1,407) |
Total stock-based compensation recorded to net income | 89,947 | 84,149 | 99,008 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation recorded to income before incomes taxes | 4,535 | 4,572 | 4,010 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation recorded to income before incomes taxes | 30,668 | 30,779 | 28,100 |
Product development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation recorded to income before incomes taxes | 63,433 | 56,882 | 47,280 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation recorded to income before incomes taxes | $ 22,876 | $ 22,153 | $ 21,025 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||||||||||
Interest income, net | $ 13,328 | $ 13,804 | $ 4,189 | ||||||||
Transaction gain (loss) on foreign exchange | 27 | (70) | 258 | ||||||||
Other non-operating income, net | 901 | 375 | 417 | ||||||||
Other income, net | $ 2,611 | $ 3,063 | $ 3,891 | $ 4,691 | $ 4,160 | $ 3,921 | $ 3,424 | $ 2,604 | $ 14,256 | $ 14,109 | $ 4,864 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income (Loss) before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $ 55,292 | $ 44,856 | $ 194,376 | ||||||||
Foreign | (5,525) | (4,850) | (9,890) | ||||||||
Income before income taxes | $ 20,257 | $ 12,613 | $ 16,088 | $ 809 | $ 16,882 | $ 14,302 | $ 11,045 | $ (2,223) | $ 49,767 | $ 40,006 | $ 184,486 |
INCOME TAXES (Schedule of Inc_2
INCOME TAXES (Schedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||||||||||
Federal | $ 8,598 | $ (819) | $ 25,785 | ||||||||
State | 2,570 | 384 | 5,069 | ||||||||
Foreign | 517 | 560 | 354 | ||||||||
Total current tax | 11,685 | 125 | 31,208 | ||||||||
Deferred: | |||||||||||
Federal | (2,916) | (10,032) | (28) | ||||||||
State | 59 | (6,491) | 15 | ||||||||
Foreign | 58 | 1,054 | 296 | ||||||||
Total deferred tax | (2,799) | (15,469) | 283 | ||||||||
Total provision for (benefit from) income taxes | $ 3,105 | $ 2,552 | $ 3,785 | $ (556) | $ (15,064) | $ (684) | $ 341 | $ 63 | $ 8,886 | $ (15,344) | $ 31,491 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax at federal statutory rate | 21.00% | 21.00% | 35.00% |
State tax, net of federal tax effect | 2.83% | 3.24% | 3.54% |
Foreign income tax rate differential | (0.56%) | (0.54%) | 0.50% |
Stock-based compensation | 3.46% | (16.80%) | (4.82%) |
Income tax credits | (26.94%) | (35.83%) | (5.39%) |
Change in valuation allowance | 10.40% | (25.08%) | (30.23%) |
Change in uncertain tax positions | 0.56% | 4.48% | 0.98% |
Gain on disposal of a business unit | 0.00% | 0.00% | 17.42% |
Employee fringe benefits | 5.97% | 7.28% | 0.24% |
Other non-deductible expenses | 1.42% | 2.73% | 0.12% |
Deferred adjustments | 0.37% | 2.24% | (0.12%) |
Other | (0.65%) | (1.07%) | (0.18%) |
Effective tax rate | 17.86% | (38.35%) | 17.06% |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Reserves and others | $ 6,547 | $ 14,223 |
Stock-based compensation | 19,950 | 19,689 |
Net operating loss carryforward | 4,628 | 5,956 |
Tax credit carryforward | 23,642 | 23,073 |
Deferred Tax Assets, Operating Lease Liabilities | 60,206 | 0 |
Gross deferred tax assets | 114,973 | 62,941 |
Valuation allowance | (23,447) | (18,381) |
Total deferred tax assets | 91,526 | 44,560 |
Deferred tax liabilities: | ||
Depreciation and amortization | (16,359) | (16,666) |
Disposal of a business unit | 0 | (7,454) |
Deferred contract costs | (3,869) | (3,201) |
Operating lease right-of-use assets | (51,244) | 0 |
Total deferred tax liabilities | (71,472) | (27,321) |
Net deferred tax assets | $ 20,054 | $ 17,239 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ 18,381 | $ 23,447 | ||
Undistributed earnings of foreign subsidiaries | 4,900 | |||
Unrecognized tax benefits | 33,107 | 40,718 | $ 18,215 | $ 10,340 |
Unrecognized tax benefits that would impact effective tax rate | 23,400 | |||
Decrease in unrecognized tax benefits is reasonably possible | 100 | |||
Domestic | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 10,700 | |||
Income tax benefit from release of valuation allowance for domestic deferred tax assets | $ 16,600 | |||
Domestic | Research | ||||
Income Taxes [Line Items] | ||||
Credit carryforwards | 18,500 | |||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 30,500 | |||
State | Research | ||||
Income Taxes [Line Items] | ||||
Credit carryforwards | 47,000 | |||
Germany | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 2,400 | |||
Canada | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 400 |
INCOME TAXES (Reconciliation _2
INCOME TAXES (Reconciliation of Unrecognized Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at the beginning of the year | $ 33,107 | $ 18,215 | $ 10,340 |
(Decrease) increase based on tax positions related to the prior year | (611) | ||
(Decrease) increase based on tax positions related to the prior year | 3,654 | 667 | |
Increase based on tax positions related to the current year | 9,995 | 11,485 | 7,209 |
Decrease from tax authorities' settlements | (1,773) | ||
Lapse of statute of limitations | 0 | (247) | (1) |
Balance at the end of the year | $ 40,718 | $ 33,107 | $ 18,215 |
NET INCOME PER SHARE (Schedule
NET INCOME PER SHARE (Schedule of Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net income | $ 17,152 | $ 10,061 | $ 12,303 | $ 1,365 | $ 31,946 | $ 14,986 | $ 10,704 | $ (2,286) | $ 40,881 | $ 55,350 | $ 152,995 |
Denominator: | |||||||||||
Weighted-average shares outstanding (in shares) | 70,627 | 70,773 | 75,601 | 81,772 | 82,706 | 84,008 | 83,769 | 83,785 | 74,627 | 83,573 | 81,602 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.16 | $ 0.02 | $ 0.39 | $ 0.18 | $ 0.13 | $ (0.03) | $ 0.55 | $ 0.66 | $ 1.87 |
Numerator: | |||||||||||
Net income | $ 17,152 | $ 10,061 | $ 12,303 | $ 1,365 | $ 31,946 | $ 14,986 | $ 10,704 | $ (2,286) | $ 40,881 | $ 55,350 | $ 152,995 |
Denominator: | |||||||||||
Number of shares used in basic calculation (in shares) | 70,627 | 70,773 | 75,601 | 81,772 | 82,706 | 84,008 | 83,769 | 83,785 | 74,627 | 83,573 | 81,602 |
Weighted-average effect of dilutive securities | |||||||||||
Number of shares used in diluted calculation (in shares) | 72,987 | 73,712 | 78,530 | 85,087 | 86,287 | 88,724 | 88,651 | 83,785 | 77,969 | 88,709 | 87,170 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.16 | $ 0.02 | $ 0.37 | $ 0.17 | $ 0.12 | $ (0.03) | $ 0.52 | $ 0.62 | $ 1.76 |
Stock options | |||||||||||
Weighted-average effect of dilutive securities | |||||||||||
Incremental common shares (in shares) | 2,367 | 2,984 | 3,279 | ||||||||
Restricted stock units | |||||||||||
Weighted-average effect of dilutive securities | |||||||||||
Incremental common shares (in shares) | 973 | 2,137 | 2,289 | ||||||||
Employee stock purchase program | |||||||||||
Weighted-average effect of dilutive securities | |||||||||||
Incremental common shares (in shares) | 2 | 15 | 0 |
NET INCOME (LOSS) PER SHARE (Sc
NET INCOME (LOSS) PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards (in shares) | 2,580 | 2,030 | 1,659 |
Restricted stock units and awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards (in shares) | 2,020 | 373 | 593 |
INFORMATION ABOUT REVENUE AND_3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Net Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenue | $ 268,823 | $ 262,474 | $ 246,955 | $ 235,942 | $ 243,740 | $ 241,096 | $ 234,863 | $ 223,074 | $ 1,014,194 | $ 942,773 | $ 850,847 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenue | 1,000,245 | 929,569 | 836,766 | ||||||||
All other countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenue | 13,949 | 13,204 | 14,081 | ||||||||
Advertising | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenue | 976,925 | 907,487 | 775,678 | ||||||||
Transactions | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenue | 12,436 | 13,694 | 60,251 | ||||||||
Other services | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total net revenue | $ 24,833 | $ 21,592 | $ 14,918 |
INFORMATION ABOUT REVENUE AND_4
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 110,949 | $ 114,800 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 109,849 | 112,984 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 1,100 | $ 1,816 |
RESTRUCTURING AND INTEGRATION (
RESTRUCTURING AND INTEGRATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring and integration | $ 0 | $ 0 | $ 288,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) | Feb. 27, 2020 | Jan. 15, 2020 |
Subsequent Event [Line Items] | ||
Stock repurchase program, increase to authorized amount | $ 250,000,000 | |
Stock repurchase program, authorized amount | $ 950,000,000 | |
Remaining authorized repurchase amount | $ 269,000,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 268,823 | $ 262,474 | $ 246,955 | $ 235,942 | $ 243,740 | $ 241,096 | $ 234,863 | $ 223,074 | $ 1,014,194 | $ 942,773 | $ 850,847 |
Costs and expenses: | |||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,656 | 16,514 | 14,975 | 14,265 | 14,255 | 14,177 | 14,708 | 14,732 | 62,410 | 57,872 | 70,518 |
Sales and marketing | 126,370 | 127,655 | 122,045 | 124,316 | 121,256 | 121,759 | 120,653 | 119,641 | 500,386 | 483,309 | 437,424 |
Product development | 61,138 | 56,661 | 54,566 | 58,075 | 54,273 | 53,764 | 52,789 | 51,493 | 230,440 | 212,319 | 175,787 |
General and administrative | 34,164 | 39,703 | 30,932 | 31,292 | 29,677 | 30,302 | 28,583 | 32,007 | 136,091 | 120,569 | 109,707 |
Depreciation and amortization | 12,849 | 12,391 | 12,240 | 11,876 | 11,557 | 10,713 | 10,509 | 10,028 | 49,356 | 42,807 | 41,198 |
Total costs and expenses | 251,177 | 252,924 | 234,758 | 239,824 | 231,018 | 230,715 | 227,242 | 227,901 | 978,683 | 916,876 | 671,225 |
Income from operations | 17,646 | 9,550 | 12,197 | (3,882) | 12,722 | 10,381 | 7,621 | (4,827) | 35,511 | 25,897 | 179,622 |
Other income, net | 2,611 | 3,063 | 3,891 | 4,691 | 4,160 | 3,921 | 3,424 | 2,604 | 14,256 | 14,109 | 4,864 |
Income before income taxes | 20,257 | 12,613 | 16,088 | 809 | 16,882 | 14,302 | 11,045 | (2,223) | 49,767 | 40,006 | 184,486 |
Provision for (benefit from) income taxes | 3,105 | 2,552 | 3,785 | (556) | (15,064) | (684) | 341 | 63 | 8,886 | (15,344) | 31,491 |
Net income attributable to common stockholders | $ 17,152 | $ 10,061 | $ 12,303 | $ 1,365 | $ 31,946 | $ 14,986 | $ 10,704 | $ (2,286) | $ 40,881 | $ 55,350 | $ 152,995 |
Net income per share attributable to common stockholders | |||||||||||
Basic (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.16 | $ 0.02 | $ 0.39 | $ 0.18 | $ 0.13 | $ (0.03) | $ 0.55 | $ 0.66 | $ 1.87 |
Diluted (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.16 | $ 0.02 | $ 0.37 | $ 0.17 | $ 0.12 | $ (0.03) | $ 0.52 | $ 0.62 | $ 1.76 |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | |||||||||||
Basic (in shares) | 70,627 | 70,773 | 75,601 | 81,772 | 82,706 | 84,008 | 83,769 | 83,785 | 74,627 | 83,573 | 81,602 |
Diluted (in shares) | 72,987 | 73,712 | 78,530 | 85,087 | 86,287 | 88,724 | 88,651 | 83,785 | 77,969 | 88,709 | 87,170 |