Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35444 | ||
Entity Registrant Name | YELP INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-1854266 | ||
Entity Address, Address Line One | 350 Mission Street, 10th 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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,616,163,111 | ||
Entity Common Stock, Shares Outstanding | 68,281,153 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2024 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. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001345016 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 313,911 | $ 306,379 |
Short-term marketable securities | 127,485 | 94,244 |
Accounts receivable (net of allowance for doubtful accounts of $13,768 and $9,277 at December 31, 2023 and 2022, respectively) | 146,147 | 131,902 |
Prepaid expenses and other current assets | 36,673 | 63,467 |
Total current assets | 624,216 | 595,992 |
Property, equipment and software, net | 68,684 | 77,224 |
Operating lease right-of-use assets | 48,573 | 97,392 |
Goodwill | 103,886 | 102,328 |
Intangibles, net | 7,638 | 8,997 |
Other non-current assets | 161,726 | 133,989 |
Total assets | 1,014,723 | 1,015,922 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 132,809 | 137,950 |
Operating lease liabilities — current | 39,234 | 39,674 |
Deferred revenue | 3,821 | 5,200 |
Total current liabilities | 175,864 | 182,824 |
Operating lease liabilities — long-term | 48,065 | 86,661 |
Other long-term liabilities | 41,260 | 36,113 |
Total liabilities | 265,189 | 305,598 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.000001 par value — 200,000 shares authorized, 68,864 shares issued and outstanding at December 31, 2023 and 69,797 shares issued and outstanding at December 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,786,667 | 1,649,692 |
Treasury stock | (282) | 0 |
Accumulated other comprehensive loss | (12,202) | (15,545) |
Accumulated deficit | (1,024,649) | (923,823) |
Total stockholders’ equity | 749,534 | 710,324 |
Total liabilities and stockholders’ equity | $ 1,014,723 | $ 1,015,922 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance for credit loss, current | $ 13,768 | $ 9,277 | $ 7,153 | $ 11,559 |
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) | 68,864,000 | 69,797,000 | ||
Common stock, shares outstanding (in shares) | 68,864,000 | 69,797,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net revenue | $ 1,337,062 | $ 1,193,506 | $ 1,031,839 |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 114,229 | 105,705 | 78,097 |
Sales and marketing | 556,605 | 514,927 | 454,224 |
Product development | 332,570 | 305,561 | 276,473 |
General and administrative | 212,431 | 164,108 | 135,816 |
Depreciation and amortization | 42,184 | 44,852 | 55,683 |
Restructuring | 0 | 0 | 32 |
Total costs and expenses | 1,258,019 | 1,135,153 | 1,000,325 |
Income from operations | 79,043 | 58,353 | 31,514 |
Other income, net | 26,039 | 8,425 | 2,204 |
Income before income taxes | 105,082 | 66,778 | 33,718 |
Provision for (benefit from) income taxes | 5,909 | 30,431 | (5,953) |
Net income attributable to common stockholders | $ 99,173 | $ 36,347 | $ 39,671 |
Net income per share attributable to common stockholders | |||
Basic (in dollars per share) | $ 1.43 | $ 0.51 | $ 0.53 |
Diluted (in dollars per share) | $ 1.35 | $ 0.50 | $ 0.50 |
Weighted-average shares used to compute net income per share attributable to common stockholders | |||
Basic (in shares) | 69,221 | 70,867 | 74,221 |
Diluted (in shares) | 73,596 | 73,402 | 78,616 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income attributable to common stockholders | $ 99,173 | $ 36,347 | $ 39,671 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | 2,876 | (3,975) | (4,283) |
Unrealized gain (loss) on available-for-sale debt securities, net of tax | 467 | (480) | 0 |
Other comprehensive income (loss) | 3,343 | (4,455) | (4,283) |
Comprehensive income | $ 102,516 | $ 31,892 | $ 35,388 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2020 | 75,371 | |||||
Balance at beginning at Dec. 31, 2020 | $ 854,534 | $ 0 | $ 1,398,248 | $ (2,964) | $ (6,807) | $ (533,943) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 663 | |||||
Issuance of common stock upon exercises of employee stock options | 8,650 | 8,650 | ||||
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares) | 2,714 | |||||
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net | 0 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 517 | |||||
Issuance of common stock for employee stock purchase plan | 16,334 | 16,334 | ||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 162,295 | 162,295 | ||||
Taxes withheld related to net share settlement of equity awards | (62,955) | (62,955) | ||||
Repurchases of common stock | (262,928) | (262,928) | ||||
Retirement of common stock (in shares) | (7,094) | |||||
Retirement of common stock | 0 | 265,892 | (265,892) | |||
Other comprehensive income (loss) | (4,283) | (4,283) | ||||
Net income | 39,671 | 39,671 | ||||
Balance (in shares) at Dec. 31, 2021 | 72,171 | |||||
Balance at end at Dec. 31, 2021 | 751,318 | $ 0 | 1,522,572 | 0 | (11,090) | (760,164) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 304 | |||||
Issuance of common stock upon exercises of employee stock options | 7,500 | 7,500 | ||||
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares) | 2,890 | |||||
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net | 0 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 627 | |||||
Issuance of common stock for employee stock purchase plan | 16,030 | 16,030 | ||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 164,985 | 164,985 | ||||
Taxes withheld related to net share settlement of equity awards | (61,395) | (61,395) | ||||
Repurchases of common stock | (200,006) | (200,006) | ||||
Retirement of common stock (in shares) | (6,195) | |||||
Retirement of common stock | 0 | 200,006 | (200,006) | |||
Other comprehensive income (loss) | (4,455) | (4,455) | ||||
Net income | $ 36,347 | 36,347 | ||||
Balance (in shares) at Dec. 31, 2022 | 69,797 | 69,797 | ||||
Balance at end at Dec. 31, 2022 | $ 710,324 | $ 0 | 1,649,692 | 0 | (15,545) | (923,823) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 847 | 847 | ||||
Issuance of common stock upon exercises of employee stock options | $ 20,261 | 20,261 | ||||
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares) | 3,243 | |||||
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net | 0 | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 604 | |||||
Issuance of common stock for employee stock purchase plan | 19,206 | 19,206 | ||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 183,178 | 183,178 | ||||
Taxes withheld related to net share settlement of equity awards | (85,670) | (85,670) | ||||
Repurchases of common stock | (200,281) | (200,281) | ||||
Retirement of common stock (in shares) | (5,627) | |||||
Retirement of common stock | 0 | 199,999 | (199,999) | |||
Other comprehensive income (loss) | 3,343 | 3,343 | ||||
Net income | $ 99,173 | 99,173 | ||||
Balance (in shares) at Dec. 31, 2023 | 68,864 | 68,864 | ||||
Balance at end at Dec. 31, 2023 | $ 749,534 | $ 0 | $ 1,786,667 | $ (282) | $ (12,202) | $ (1,024,649) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | |||
Net income | $ 99,173 | $ 36,347 | $ 39,671 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 42,184 | 44,852 | 55,683 |
Provision for doubtful accounts | 40,702 | 25,006 | 14,574 |
Stock-based compensation | 173,451 | 156,090 | 151,679 |
Amortization of right-of-use assets | 28,084 | 32,810 | 39,339 |
Deferred income taxes | (22,150) | (56,621) | (9,190) |
Amortization of deferred contract cost | 24,035 | 18,827 | 14,613 |
Asset impairment | 23,563 | 10,464 | 11,164 |
Noncash gain on lease termination | 0 | 0 | (11,485) |
Other adjustments, net | (410) | 1,036 | 392 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (54,947) | (49,555) | (33,535) |
Prepaid expenses and other assets | (5,123) | (36,032) | (49,246) |
Operating lease liabilities | (39,734) | (40,057) | (41,008) |
Accounts payable, accrued liabilities and other liabilities | (2,548) | 49,142 | 30,004 |
Net cash provided by operating activities | 306,280 | 192,309 | 212,655 |
Investing Activities | |||
Purchases of marketable securities — available-for-sale | (148,448) | (127,080) | 0 |
Sales and maturities of marketable securities — available-for-sale | 117,916 | 32,821 | 0 |
Maturities of other investments | 2,500 | 0 | 0 |
Purchases of property, equipment and software | (26,847) | (31,979) | (28,282) |
Other investing activities | 195 | 94 | 632 |
Net cash used in investing activities | (54,684) | (126,144) | (27,650) |
Financing Activities | |||
Proceeds from issuance of common stock for employee stock-based plans | 39,510 | 23,497 | 24,984 |
Taxes paid related to the net share settlement of equity awards | (85,180) | (61,023) | (62,545) |
Repurchases of common stock | (199,999) | (200,006) | (262,928) |
Payment of issuance costs for credit facility | (1,109) | 0 | 0 |
Net cash used in financing activities | (246,778) | (237,532) | (300,489) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2,046 | (2,136) | (415) |
Change in cash, cash equivalents and restricted cash | 6,864 | (173,503) | (115,899) |
Cash, cash equivalents and restricted cash — Beginning of period | 307,138 | 480,641 | 596,540 |
Cash, cash equivalents and restricted cash — End of period | 314,002 | 307,138 | 480,641 |
Supplemental Disclosures of Other Cash Flow Information | |||
Cash paid for income taxes, net | 30,625 | 50,416 | 2,523 |
Supplemental Disclosures of Noncash Investing and Financing Activities | |||
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | 914 | 956 | 1,595 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 50 | 36,049 |
Repurchases of common stock recorded in accounts payable and accrued liabilities | $ 1,887 | $ 2,427 | $ 1,948 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
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 is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust Yelp for its extensive ratings and reviews of businesses across a broad range of categories, while businesses advertise on Yelp to reach its large audience of purchase-oriented and generally affluent consumers. Yelp has operations in the United States, United Kingdom, Canada, Ireland and Germany. 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 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: adverse macroeconomic conditions, such as the current uncertain and inflationary economy; the Company’s ability to maintain and expand its advertiser base; the success of the Company’s strategy; qualified employees and key personnel; levels of traffic and user engagement on the Company’s platform; industry competition; reliance on search engines and application marketplaces; the quality and reliability of reviews; real or perceived security breaches and the Company’s ability to maintain uninterrupted operation of its network infrastructure; protection of the Company’s brand, reputation and intellectual property; intellectual property infringement and other disputes; 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, 2023 | |
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, judgments and assumptions that affect the reported amounts of assets and liabilities, 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. Items that require estimates, judgments or assumptions include, but are not limited to, determining variable consideration and identifying the nature and timing of satisfaction of performance obligations, allowance for doubtful accounts and credit losses, fair value and estimated useful lives of long- and indefinite-lived assets, litigation loss contingencies, liabilities related to incurred but not reported insurance claims, fair value and achievement of targets for performance-based restricted stock units (“PRSUs”) and income taxes. These estimates, judgments and assumptions are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates due to macroeconomic uncertainty and other factors. 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 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. These securities are classified as short-term marketable securities on the consolidated balance sheets as they represent the investment of cash available for current operations. The Company has a policy that generally requires its 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. The Company classifies its marketable securities as available-for-sale and determines the classification at the time of purchase based on its investment strategy; it reevaluates such designation at each balance sheet date. Available-for-sale securities are stated at fair value as of each balance sheet date and are periodically assessed for impairment. An investment is impaired if the fair value of the investment is less than its amortized cost basis. The Company reviews the securities in an unrealized loss position and evaluates whether credit loss exists by considering factors such as historical experience, market data, issuer-specific factors including their credit rating, and current economic conditions. If a credit loss exists, the Company measures the loss by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. An allowance for credit loss is recorded as a component of other income (expense), net, limited by the amount of unrealized loss. Any remaining unrealized losses are recorded to other comprehensive income (loss). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Amortization of premiums and accretion of discounts are included in interest income. If the Company has the intent to sell an available-for-sale security in an unrealized loss position or it is more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, any previously recorded allowance is reversed and the entire difference between the amortized cost basis of the security and its fair value is recognized in the consolidated statements of operations. Concentrations of Credit Risk —Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and other investments, and accounts receivable. The Company places its cash and cash equivalents, marketable securities and other investments 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 based on the credit risk of those accounts, known delinquent accounts, as well as current conditions and reasonable and supportable economic forecasts. 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 32 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. No impairment charges were recorded in the periods presented. 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 10, “ 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. The Company capitalizes certain implementation costs incurred related to cloud computing arrangements that are service contracts. Such costs are amortized on a straight-line basis over the term of the associated hosting arrangement plus any reasonably certain renewal period. Any capitalized amounts related to such arrangements are recorded within prepaid expense and other current assets and within non-current assets on the consolidated balance sheets. Leases —The Company leases its office facilities under operating lease agreements that expire from 2024 to 2031, some of which include options to renew at the Company’s sole discretion. If exercised, such options would extend the lease terms by five years. Additionally, one of the Company’s lease agreements contains the option to terminate the lease, which requires 12 months prior written notice to the landlord. The Company does not have any finance lease agreements. The Company determines if an arrangement contains a lease at inception. The Company recognizes on its consolidated balance sheets operating lease liabilities representing the present value of future lease payments, and an associated operating lease right-of-use (“ROU”) asset for any operating lease with a term greater than one year. The Company recognizes the amortization of the ROU 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 ROU 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 ROU 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. The Company has subleased certain office facilities under operating lease agreements that expire in 2025 and 2026. The sublease agreements do not contain any options to renew. The Company recognizes a majority of the sublease rental income as a reduction in rent expense on a straight-line basis over the lease period, with any sublease income in excess of the original lease cost recorded to other income, net. 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. 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 Company will compare 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. No 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 2 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 material 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. Revenue Recognition —The Company generates revenue from the sale of advertising products, transactions with consumers and other revenue sources, 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 the vast majority of 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 the amount of revenue it recognizes is equal to the amount 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 both distinct and distinct within the context of the arrangement and are 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. The Company may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash based incentives, credits or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company estimates these amounts based on the expected amount to be provided to customers and constrains the revenue. The Company believes that there will not be a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the estimates of variable consideration is subsequently resolved. 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 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. The Company’s transactions platform provides consumers with the ability to place food orders for pickup and delivery through third parties, primarily Grubhub, or complete other transactions 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. Other Revenue . The Company generates other revenue through subscription services contracts, such as sales of monthly subscriptions to Yelp Guest Manager, licensing contracts for access to Yelp data, and other non-advertising, non-transaction partnerships. Subscriptions revenue is 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, website infrastructure expense, which includes website hosting costs, and salaries, benefits and stock-based compensation expense for the infrastructure teams responsible for operating the Company’s website and mobile app, and excludes depreciation and amortization expense. Cost of revenue also includes third-party advertising fulfillment costs. 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 intended for internal use. Such costs are considered research and development and are expensed as incurred. 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 $320.6 million, $294.5 million and $265.2 million for the years ended December 31, 2023, 2022 and 2021, 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”), 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 Company estimates the fair value of options granted to employees 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 it does not have sufficient appropriate historical exercise data on which to base its own estimate. 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 recognizes compensation cost related to options using the straight-line method. The fair value of RSUs is measured using the closing price of the Company’s common stock on the New York Stock Exchange on the grant date. The Company recognizes compensation cost related to RSUs using the straight-line method. No compensation cost is recorded for RSUs that do not vest. The Company settles the employee tax liabilities associated with the vesting of RSUs by withholding a portion of the vested shares and covering such taxes with cash from its balance sheet, which the Company refers to as net share settlement. The Company has two types of PRSUs outstanding — awards for which the vesting is subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. For the awards subject to a market condition, the Company uses a Monte Carlo model to determine the fair value of the PRSUs. The Company recognizes compensation cost related to PRSUs subject to a market condition on a graded basis over the requisite service period if the service condition is met regardless of whether the market condition is satisfied. No compensation cost is recorded if the service condition is not met. For the awards subject to performance goals, compensation costs are recorded when the Company concludes that it is probable that the performance conditions will be achieved. The Company performs an analysis in each reporting period to determine the probability that the performance goals will be met, and recognizes a cumulative catch-up adjustment to compensation cost for changes in its probability assessment in subsequent reporting periods, if required, until the performance period has expired. The fair value of the PRSUs is measured using the closing price of the Company’s common stock on the New York Stock Exchange on the grant date. The Company recognizes compensation cost related to PRSUs subject to performance goals on a graded basis over the requisite service period. 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 $65.7 million, $71.1 million and $56.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Comprehensive Income (Loss) —Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which consists of foreign currency adjustments and unrealized loss on available-for-sale debt securities, net of tax. Income Taxes —The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) 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 $9.7 million, $8.7 million and $8.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Insurance —The Company is self-insured for certain employee benefits including medical, dental 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. Recent Accounting Pronouncements Not Yet Effective In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and should be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-07 on its related disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Cash $ 105,959 $ 56,304 Cash equivalents 207,952 250,075 Total cash and cash equivalents 313,911 306,379 Restricted cash 91 759 Total cash, cash equivalents and restricted cash $ 314,002 $ 307,138 Restricted cash is included in other non-current assets on the Company’s consolidated balance sheets. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES Short-term investments and certain cash equivalents consist of investments in debt securities that are classified as available-for-sale. The amortized cost, gross unrealized gains and losses and fair value of investments as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 Amortized Cost Gross Gross Fair Value Cash equivalents: U.S. government securities $ 1,612 $ — $ — $ 1,612 Total cash equivalents 1,612 — — 1,612 Short-term marketable securities: Certificates of deposit 1,537 — — 1,537 Commercial paper 1,058 — — 1,058 Corporate bonds 19,833 16 (92) 19,757 Agency bonds 17,660 4 (17) 17,647 U.S. government securities 87,414 241 (169) 87,486 Total short-term marketable securities 127,502 261 (278) 127,485 Total $ 129,114 $ 261 $ (278) $ 129,097 December 31, 2022 Amortized Cost Gross Gross Fair Value Cash equivalents: Commercial paper $ 2,524 $ — $ — $ 2,524 Total cash equivalents 2,524 — — 2,524 Short-term marketable securities: Certificates of deposit 10,651 — — 10,651 Commercial paper 13,054 — — 13,054 Corporate bonds 32,701 3 (353) 32,351 Agency bonds 3,010 — (11) 2,999 U.S. government securities 35,479 8 (298) 35,189 Total short-term marketable securities 94,895 11 (662) 94,244 Total $ 97,419 $ 11 $ (662) $ 96,768 The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2023 and 2022, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands): December 31, 2023 Less Than 12 months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 2,130 $ (9) $ 12,104 $ (83) $ 14,234 $ (92) Agency bonds 14,409 (17) — — 14,409 (17) U.S. government securities 27,763 (135) 6,231 (34) 33,994 (169) Total $ 44,302 $ (161) $ 18,335 $ (117) $ 62,637 $ (278) December 31, 2022 Less Than 12 months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 29,428 $ (353) $ — $ — $ 29,428 $ (353) Agency bonds 2,999 (11) — — 2,999 (11) U.S. government securities 27,368 (298) — — 27,368 (298) Total $ 59,795 $ (662) $ — $ — $ 59,795 $ (662) For the years ended December 31, 2023 and 2022, the Company did not recognize any credit loss related to available-for-sale marketable securities. The contractual maturities for marketable securities classified as available-for-sale as of December 31, 2023 were as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 79,966 $ 79,791 Due in one to five years 49,148 49,306 Total $ 129,114 $ 129,097 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s investments in money market accounts are recorded as cash equivalents at fair value on the consolidated balance sheets. Additionally, the Company carries its available-for-sale debt securities at fair value. See Note 4, “ Marketable Securities ,” for further details. 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 certificates of deposit, commercial paper, corporate bonds, agency bonds and U.S. government securities 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, as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 180,270 $ — $ — $ 180,270 $ 247,551 $ — $ — $ 247,551 U.S. government securities — 1,612 — 1,612 — — — — Commercial paper — — — — — 2,524 — 2,524 Marketable securities: Certificates of deposit — 1,537 — 1,537 — 10,651 — 10,651 Commercial paper — 1,058 — 1,058 — 13,054 — 13,054 Corporate bonds — 19,757 — 19,757 — 32,351 — 32,351 Agency bonds — 17,647 — 17,647 — 2,999 — 2,999 U.S. government securities — 87,486 — 87,486 — 35,189 — 35,189 Other investments: Certificates of deposit — 7,500 — 7,500 — 10,000 — 10,000 Total cash equivalents, marketable securities and other investments $ 180,270 $ 136,597 $ — $ 316,867 $ 247,551 $ 106,768 $ — $ 354,319 The short-term portion of the certificates of deposit that are categorized as other investments are reflected in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2023 and 2022. The long-term portion as of December 31, 2023 is reflected in other non-current assets. Certain long- and indefinite-lived assets are recognized at fair value on a nonrecurring basis, including assets that are written down as a result of an impairment. The Company recognized impairment charges related to ROU assets and leasehold improvements associated with certain office spaces that it abandoned or subleased during the years ended December 31, 2023, 2022 and 2021. See Note 9, “ Leases ,” for further details. The Company estimated the fair value of these assets as of the effective dates of the agreements using an income approach based on discounted cash flows expected to be received for the abandoned or subleased properties. This valuation technique relied on certain assumptions made by management based on both internal and external data, such as the incremental borrowing rates used to discount these cash flows to its present values. As a result, these assets are classified within Level 3 of the fair value hierarchy. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Prepaid expenses $ 14,922 $ 14,632 Certificates of deposit 5,000 10,000 Non-trade receivables (1) 4,107 31,338 Other current assets 12,644 7,497 Total prepaid expenses and other current assets $ 36,673 $ 63,467 (1) The decrease in non-trade receivables during the year ended December 31, 2023 was primarily due to the release of the remaining receivable for loss recovery related to the litigation described under “Legal Proceedings—Securities Class Action and Derivative Action” in Note 13, “ Commitments and Contingencies .” As of December 31, 2023, other current assets primarily consisted of income taxes receivable, deferred costs related to subleases as well as unsettled share repurchases and short-term deposits. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | PROPERTY, EQUIPMENT AND SOFTWARE, NET The Company capitalized $30.0 million, $28.4 million and $31.0 million in website and internal-use software costs during the years ended December 31, 2023, 2022 and 2021, 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 $28.7 million, $29.6 million and $30.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company wrote off $1.3 million, $1.0 million and $0.6 million of capitalized website and internal-use software costs in the years ended December 31, 2023, 2022 and 2021, respectively. Property, equipment and software, net as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Capitalized website and internal-use software development costs $ 258,059 $ 229,638 Leasehold improvements (1)(2) 57,403 60,407 Computer equipment 50,014 50,920 Furniture and fixtures 10,336 11,627 Telecommunication 4,175 4,930 Software 1,113 1,702 Total 381,100 359,224 Less accumulated depreciation and amortization (1) (312,416) (282,000) Property, equipment and software, net $ 68,684 $ 77,224 (1) Leasehold improvements, net was reduced to reflect impairments of $2.3 million recorded during the year ended December 31, 2023 as a result of the Company’s abandonments of certain office spaces. (2) The cost basis was reduced to reflect an impairment of $1.5 million recorded during the year ended December 31, 2022 as a result of the Company’s sublease of certain office space. Depreciation and amortization expense related to property, equipment and software for the years ended December 31, 2023, 2022 and 2021 was $40.8 million, $43.2 million and $52.8 million, respectively. Depreciation and amortization expense for the year ended December 31, 2021 included $5.2 million of accelerated depreciation for leasehold improvements related to the termination of one of the Company’s office leases. For more information on the impairment charges and lease termination, see Note 9, “ Leases. ” |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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 acquired and liabilities assumed. The Company performed its annual goodwill impairment analysis on August 31, 2023 and concluded that goodwill was not impaired, as the fair value of the reporting unit exceeded its carrying value. Additionally, no triggering events were identified as of December 31, 2023 that would more likely than not reduce the fair value of goodwill below its carrying value. The changes in the carrying amounts of goodwill during the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 102,328 $ 105,128 Effect of currency translation 1,558 (2,800) Balance, end of period $ 103,886 $ 102,328 Intangible assets that were not fully amortized as of December 31, 2023 and 2022 consisted of the following (dollars in thousands): December 31, 2023 Gross Accumulated Net Weighted Business relationships $ 9,918 $ (6,258) $ 3,660 5.2 years Licensing agreements 6,129 (2,151) 3,978 6.2 years Domain and data licenses 2,869 (2,869) — 0.0 years Total $ 18,916 $ (11,278) $ 7,638 December 31, 2022 Gross Accumulated Net Weighted Business relationships $ 9,918 $ (5,550) $ 4,368 6.2 years Licensing agreements 6,129 (1,505) 4,624 7.2 years Domain and data licenses 2,869 (2,864) 5 0.5 years Total $ 18,916 $ (9,919) $ 8,997 Amortization expense related to intangible assets for the years ended December 31, 2023, 2022 and 2021 was $1.4 million, $1.7 million and $2.8 million, respectively. As of December 31, 2023, estimated future amortization expense was as follows (in thousands): 2024 $ 1,353 2025 1,353 2026 1,353 2027 1,353 2028 1,353 Thereafter 873 Total amortization $ 7,638 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The components of lease cost, net for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 33,694 $ 40,819 $ 49,989 Short-term lease cost (12 months or less) 396 1,065 532 Sublease income (13,551) (12,152) (8,490) Total lease cost, net $ 20,539 $ 29,732 $ 42,031 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 years ended December 31, 2023, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 45,410 $ 49,900 $ 52,091 As of December 31, 2023, maturities of lease liabilities were as follows (in thousands): 2024 $ 42,732 2025 22,191 2026 7,254 2027 6,442 2028 6,580 Thereafter 9,742 Total minimum lease payments 94,941 Less imputed interest (7,642) Present value of lease liabilities $ 87,299 As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate were as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) — operating leases 3.7 4.1 Weighted-average discount rate — operating leases 5.1 % 5.3 % The Company abandoned certain office space in San Francisco and New York during the year ended December 31, 2023 and entered into sublease agreements for portions of its office space in San Francisco and New York during the years ended December 31, 2022 and 2021. The Company evaluated the associated ROU assets and leasehold improvements for impairment as a result of the abandonments and subleases in accordance with Accounting Standards Codification Topic 360, “Property, Plant, and Equipment,” because the change in circumstances indicated that the carrying amount of such assets may not be recoverable. The Company compared the future undiscounted cash flows to the carrying amounts of the respective ROU assets and leasehold improvements and determined that an impairment existed. The Company compared the carrying values of the impacted assets to the fair values to determine the impairment amounts related to the abandonments and subleases. The Company recognized impairment charges of $23.6 million, $10.5 million and $11.2 million during the years ended December 31, 2023, 2022 and 2021, respectively, which are included in general and administrative expenses on its consolidated statements of operations. The impairment charges during the year ended December 31, 2023 reduced the carrying amounts of the ROU assets and leasehold improvements by $21.3 million and $2.3 million, respectively. The impairment charge during the year ended December 31, 2022 reduced the carrying amount of the ROU asset and leasehold improvements by $9.0 million and $1.5 million, respectively. The impairment charge during the year ended December 31, 2021 reduced the carrying amount of the ROU assets and leasehold improvements by $8.5 million and $2.7 million, respectively. For more information on the fair values of the ROU assets and leasehold improvements used in the impairment analysis, see Note 5, “ Fair Value Measurements .” In December 2021, the Company terminated the lease for its office space in Washington, D.C. As a result, the Company recognized a net gain of $3.7 million, which includes certain termination-related fees and is included in general and administrative expenses on its consolidated statement of operations. The Company accelerated the depreciation of related leasehold improvements assets and recorded $5.2 million of depreciation expense for these assets during the year ended December 31, 2021. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | OTHER NON-CURRENT ASSETS Other non-current assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Deferred tax assets $ 119,449 $ 97,426 Deferred contract costs 28,203 25,946 Other non-current assets 14,074 10,617 Total other non-current assets $ 161,726 $ 133,989 |
CONTRACT BALANCES
CONTRACT BALANCES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES | CONTRACT BALANCES The changes in the allowance for doubtful accounts during the years ended December 31, 2023, 2022 and 2021, were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance, beginning of period $ 9,277 $ 7,153 $ 11,559 Add: provision for doubtful accounts 40,702 25,006 14,574 Less: write-offs, net of recoveries (36,211) (22,882) (18,980) Balance, end of period $ 13,768 $ 9,277 $ 7,153 In calculating the allowance for doubtful accounts as of December 31, 2023, 2022 and 2021, the Company considered expectations of probable credit losses, including those associated with the COVID-19 pandemic for 2022 and 2021, based on observed trends in cancellations, observed changes in the credit risk of specific customers, the impact of anticipated closures and bankruptcies using forecasted economic indicators in addition to historical experience and loss patterns during periods of macroeconomic uncertainty. The increases in the provision for doubtful accounts and write-offs, net of recoveries in the years ended December 31, 2023 and 2022 as compared to the prior-year periods were a result of the ordinary course of business, reflecting the increase in net revenue as well as higher aggregate customer delinquencies. 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. The changes in short-term deferred revenue during the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 5,200 $ 4,156 Less: recognition of deferred revenue from beginning balance (4,936) (3,922) Add: net increase in current period contract liabilities 3,557 4,966 Balance, end of period $ 3,821 $ 5,200 The majority of the Company’s deferred revenue balance as of December 31, 2023 is classified as short-term and is expected to be recognized as revenue in the subsequent three-month period ending March 31, 2024. An immaterial amount of long-term deferred revenue is included in other long-term liabilities as of December 31, 2023. No other contract assets or liabilities were recorded on the Company’s consolidated balance sheets as of December 31, 2023 and 2022. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Accounts payable $ 11,868 $ 14,525 Employee-related liabilities 79,081 66,929 Accrued legal settlements 15,085 26,250 Other accrued liabilities 26,775 30,246 Total accounts payable and accrued liabilities $ 132,809 $ 137,950 As of December 31, 2023, other accrued liabilities primarily consisted of accrued operating expenses and cost of revenue, income taxes payable and unsettled share repurchases. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings Securities Class Action and Derivative Action On January 18, 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 (the “District Court”), naming as defendants the Company and certain of its officers (the “Securities Class Action”). Following the District Court’s approval of a stipulation to certify a class and denial of the defendants’ motion for summary judgment, the defendants reached an agreement with the plaintiff to settle this matter for $22.25 million. The proposed settlement was subsequently filed with the District Court, which preliminarily approved it on July 25, 2022. The settlement was then funded by defendants’ insurers during the three months ended September 30, 2022. The District Court entered an order granting final approval of the settlement on January 27, 2023 and, on the same day, entered judgment in the Securities Class Action. The settlement resolved all claims asserted against all defendants in the Securities Class Action without any liability or wrongdoing attributed to them. On August 26, 2022, the District Court granted final approval of the settlement of a stockholder derivative action (the “Derivative Action”) asserting claims against certain current and former officers, and naming the Company as a nominal defendant, which arose out of the same facts as the Securities Class Action and was also pending before the District Court. The settlement resolved all claims asserted against all defendants in the Derivative Action without any liability or wrongdoing attributed to them personally or to the Company. Under the terms of the settlement, the Company’s Board of Directors (the “Board”) adopted certain corporate governance modifications and the Company received $18.0 million of insurance proceeds. The Company paid $3.75 million of such insurance proceeds to the plaintiff’s attorneys as fees. The remaining insurance proceeds partially funded the Securities Class Action settlement. In 2021, the Company recorded an accrual for loss contingency within accounts payable and accrued liabilities in the aggregate amount of $26.0 million, which represented the total settlement amount for both the Securities Class Action and the Derivative Action, as well as a $26.0 million receivable for loss recovery within prepaid expenses and other current assets for the anticipated insurance proceeds related to these settlements. As of December 31, 2022, following payment to the plaintiff’s attorneys in the Derivative Action, the Company had $22.25 million remaining for the settlement of the Securities Class Action on its consolidated balance sheets for the loss contingency accrual and loss recovery receivable. In January 2023, the Company released the remaining receivable and accrual upon the District Court granting final approval of these settlements. CIPA Action On October 12, 2016, a putative class action lawsuit asserting claims under the California Invasion of Privacy Act was filed against the Company (the “CIPA Action”) in the Superior Court of California for the County of San Francisco (the “Superior Court”), in which the plaintiff sought statutory damages and other relief based on alleged unlawful call recording. The Company filed a motion for summary judgment on the basis that it had never recorded the plaintiff, which the Superior Court granted. The plaintiff appealed and, in October 2020, the California Court of Appeal for the First District (the “Court of Appeal”) reversed the decision of the Superior Court, holding that the recording of only the Company’s consenting sales representatives could violate CIPA, even if the plaintiff was not recorded. The California Supreme Court subsequently denied review of the Court of Appeal’s decision and the case was remanded to the Superior Court. On January 18, 2023, the Superior Court granted the plaintiffs’ motion for class certification. In February 2023, the Company filed a petition for a writ with the Court of Appeal seeking reversal of the Superior Court’s class certification decision. The Court of Appeal summarily denied the writ petition on May 25, 2023, following which the Company filed a petition with the California Supreme Court on June 2, 2023 seeking an order directing the Court of Appeal to review the merits of the Company’s writ petition. On July 17, 2023, the Company reached a preliminary agreement with the plaintiffs to settle the CIPA Action for $15.0 million, which payment the Company expects to be partially funded by insurance proceeds. The settlement would resolve all claims asserted against the Company in the CIPA Action without any liability or wrongdoing attributed to it. The parties have executed a settlement agreement, which the plaintiff presented to the Superior Court for approval. The Superior Court preliminarily approved the settlement on December 21, 2023 and a hearing regarding the final approval of the settlement is scheduled for April 10, 2024. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies, which it will accrue when it believes a loss is probable and the amount can be reasonably estimated. Although the settlement agreement for the CIPA Action remains subject to final court approval, the Company believes the loss is probable and the payment amount of $15.0 million represents a reasonable estimate of loss contingency as of December 31, 2023. The Company recorded a $4.0 million accrual for loss contingency related to the CIPA Action as of December 31, 2022 and an additional accrual of $11.0 million during 2023, resulting in a $15.0 million accrual for loss contingency within accounts payable and accrued liabilities on the Company’s consolidated balance sheet as of December 31, 2023. The Company also believes that anticipated insurance proceeds of $3.9 million are probable and represent a reasonable estimate for loss recovery as of December 31, 2023. As such, the Company recorded a $3.9 million receivable for loss recovery during 2023, which is reflected within prepaid expenses and other current assets on the Company’s consolidated balance sheet as of December 31, 2023. Other Legal Proceedings 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 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 a breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s business, financial position, results of operations or cash flows. Revolving Credit Facility On April 28, 2023, the Company entered into a Revolving Credit and Guaranty Agreement with certain lenders and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which provides for a five-year $125.0 million senior secured revolving credit facility (the “2023 credit facility”). The 2023 credit facility replaced the Company’s previous $75.0 million revolving credit facility entered into on May 5, 2020 with Wells Fargo Bank, N.A. (the “2020 credit facility”), which terminated concurrently with the establishment of the 2023 credit facility. The 2023 credit facility includes a letter of credit sub-limit of $25.0 million, a bilateral letter of credit facility of $25.0 million and an accordion option, which, if exercised, would allow the Company to increase the aggregate commitments by up to $250.0 million, plus additional amounts if the Company is able to satisfy a leverage test, subject to certain conditions. The commitments under the 2023 credit facility expire on April 28, 2028. Loans under the 2023 credit facility bear interest, at the Company’s election, at either (a) an adjusted term Secured Overnight Financing Rate plus 0.10% plus a margin of 1.25% - 1.50%, depending on the Company’s total leverage ratio, or (b) an alternative base rate plus a margin of 0.25% - 0.50%, depending on the Company’s total leverage ratio. The Company is required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at 0.20% - 0.25% per annum, depending on the Company’s total leverage ratio, as well as a letter of credit fee on any outstanding letters of credit that accrues at 1.25% - 1.50% per annum, depending on the Company’s total leverage ratio. The 2023 credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments and engage in transactions with the Company’s affiliates, in each case subject to certain exceptions. The 2023 credit facility also requires the Company to maintain a total leverage ratio of no greater than 3.75 to 1.00, subject to an increase up to 4.25 to 1.00 for a certain period following significant acquisitions, and an interest coverage ratio of no less than 3.00 to 1.00. The obligations under the 2023 credit facility are secured by liens on substantially all of the Company’s domestic assets, including certain domestic intellectual property assets and the equity of its domestic subsidiaries, as well as a portion of the equity interests the Company holds directly in its foreign subsidiaries. As of December 31, 2023, the Company had $14.1 million of letters of credit outstanding under the 2023 credit facility sub-limit, which were moved from the 2020 credit facility. The letters of credit are primarily related to lease agreements for certain office locations and are required to be maintained and issued to the landlords of each facility. No loans were outstanding under the 2023 credit facility and the Company was in compliance with all conditions and covenants thereunder as of December 31, 2023. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Shares Shares Shares Shares Common stock, $0.000001 par value 200,000 68,864 200,000 69,797 Undesignated preferred stock 10,000 — 10,000 — Stock Repurchase Program As of December 31, 2023, the Board had authorized the Company to repurchase up to an aggregate of $1.45 billion of its outstanding common stock, $81.7 million of which remained available as of December 31, 2023. 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 year ended December 31, 2023, the Company repurchased on the open market and subsequently retired 5,626,851 shares for an aggregate purchase price of $200.0 million. Although no shares were held in treasury stock as of December 31, 2023, an immaterial balance that remained was comprised of excise tax under the Inflation Reduction Act of 2022 on stock repurchases, net of shares issued, during the year. The Company expects to pay the excise tax in early 2024. During the year ended December 31, 2022, the Company repurchased on the open market and subsequently retired 6,195,093 shares for an aggregate purchase price of $200.0 million. The Company had no treasury stock balance as of December 31, 2022. Common Stock Reserved for Future Issuance As of December 31, 2023, the Company had reserved shares of common stock for future issuances in connection with the following (in thousands): Number of Shares Stock options outstanding 2,543 RSUs and PRSUs outstanding 9,961 Available for future equity award grants 11,513 Available for future ESPP offerings 2,082 Total reserved for future issuance 26,099 Equity Incentive Plans The Company has outstanding awards under its 2012 Equity Incentive Plan, as amended (the “2012 Plan”). 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. On February 6, 2023, the Company adopted the Yelp Inc. 2023 Inducement Award Plan (the “Inducement Plan”), pursuant to which it reserved 1,400,000 shares of its common stock for issuance to individuals who were not previously employees of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, as an inducement material to such persons entering into employment with the Company, in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. Under the Inducement Plan, the Company has the ability to issue non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, performance units and performance shares. The Inducement Plan also provides for the grant of performance cash awards to individuals eligible to receive awards under the Inducement Plan. Stock Options The Company grants stock options 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 generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter or (b) ratably on a monthly basis. Options granted are generally exercisable for contractual terms of up to 10 years. The Company issues new shares when stock options are exercised. There were no options granted during the year ended December 31, 2023. For the years ended December 31, 2022 and 2021, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2022 2021 Dividend yield — — Annual risk-free rate 3.0 % 1.1 % Expected volatility 50.4 % 49.4 % Expected term (years) 6.0 6.0 A summary of stock option activity for the year ended December 31, 2023 is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 3,543 $ 32.81 3.6 $ 7,507 Exercised (847) 23.94 Canceled (153) 46.39 Outstanding at December 31, 2023 2,543 $ 34.94 3.6 $ 33,100 Options vested and exercisable at December 31, 2023 2,503 $ 34.92 3.5 $ 32,641 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 $6.5 million, $3.2 million and $13.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The weighted-average grant date fair value of options granted was $16.07 and $18.55 per share for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2023, total unrecognized compensation costs related to nonvested stock options were approximately $0.6 million, which the Company expects to recognize over a weighted-average time period of 1.4 years. RSUs RSUs generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter or (b) ratably on a quarterly basis. RSUs also include PRSUs, which are subject to either (a) a market condition or (b) the achievement of performance goals. PRSUs may also be subject to a time-based vesting schedule of quarterly over four years (the “Time-Based Vesting Schedule”). For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. The Company granted PRSUs subject to market conditions in 2022 and 2023. The shares underlying each of these PRSU awards vest based on the relative performance of the Company’s total stockholder return (“TSR”) over a three-year period. A percentage of the target number of shares underlying each award, ranging from zero to 200%, will vest based on the percentile rank of the Company’s TSR relative to that of the other companies in the Russell 2000 Index over a three-year period beginning January 1 of the year of grant (the “Performance Period”). The Company’s TSR, as well as the TSR of the other companies in the Russell 2000 Index, will be calculated based on the average closing price of each company’s stock over the last 20 trading days of the Performance Period compared to the average closing price over the first 20 trading days of the Performance Period. Any shares that become eligible to vest based on the Company’s level of achievement of the market goal will fully vest on or following certification of the Company’s performance on February 20, 2025 and 2026, respectively, or, if certification occurs following such date, March 15, 2025 and 2026, respectively, for the 2022 and 2023 grants, subject to the applicable employee’s continued service as of such vesting dates. For PRSUs subject to performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company’s level of achievement of certain financial targets, subject to the Time-Based Vesting Schedule. The shares subject to performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March of the year following the year in which the PRSUs are granted. On the quarterly vest date immediately following such determination (or a vest date otherwise specified in the agreement), the eligible shares, if any, will vest to the extent that the employee has met the Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the Time-Based Vesting Schedule, subject to the applicable employee’s continued service as of each such vesting date. The Company performed an analysis as of December 31, 2023 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the year ended December 31, 2023 for the PRSUs granted in 2023 that it expected to vest. As the PRSU activity during the year ended December 31, 2023 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the year ended December 31, 2023 is as follows (in thousands, except per share amounts): Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2022 9,962 $ 33.48 Granted 6,729 30.42 Vested (1) (5,545) 31.63 Canceled (1,185) 32.14 Nonvested at December 31, 2023 (2) 9,961 $ 32.61 (1) Includes 2,298,468 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes. (2) Includes 766,465 PRSUs. The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $207.4 million, $155.0 million and $164.5 million, respectively. As of December 31, 2023, the Company had approximately $297.6 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.3 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 six-month 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, 2023, 2022 and 2021, there were 604,111, 627,485 and 517,309 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $31.79, $25.55 and $31.58, respectively. The Company recognized stock-based compensation expense related to the ESPP of $3.3 million, $2.8 million and $3.0 million during the years ended December 31, 2023, 2022 and 2021, 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, 2023 2022 2021 Cost of revenue $ 5,274 $ 4,761 $ 4,302 Sales and marketing 35,187 33,621 32,335 Product development 97,515 86,871 81,624 General and administrative 35,475 30,837 33,418 Total stock-based compensation recorded to income before incomes taxes 173,451 156,090 151,679 Benefit from income taxes (34,474) (33,792) (35,778) Total stock-based compensation recorded to net income $ 138,977 $ 122,298 $ 115,901 During the years ended December 31, 2023, 2022 and 2021, the Company capitalized $9.7 million, $8.9 million and $10.7 million, respectively, of stock-based compensation expense as website and internal-use software development costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts. |
OTHER INCOME, NET
OTHER INCOME, NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | OTHER INCOME, NET Other income, net for the years ended December 31, 2023, 2022 and 2021 consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest income (expense), net $ 19,571 $ 5,762 $ (116) Transaction gain (loss) on foreign exchange, net 49 (130) 231 Other non-operating income, net 6,419 2,793 2,089 Other income, net $ 26,039 $ 8,425 $ 2,204 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 United States $ 131,459 $ 89,215 $ 44,009 Foreign (26,377) (22,437) (10,291) Total income before income taxes $ 105,082 $ 66,778 $ 33,718 The income tax provision (benefit) is composed of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ 20,466 $ 74,464 $ 1,133 State 3,934 11,070 1,859 Foreign 3,659 1,518 245 Total current tax 28,059 87,052 3,237 Deferred: Federal (19,934) (51,217) (9,338) State (2,085) (5,281) (443) Foreign (131) (123) 591 Total deferred tax (22,150) (56,621) (9,190) Total provision for (benefit from) income taxes $ 5,909 $ 30,431 $ (5,953) 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, 2023 2022 2021 Income tax at federal statutory rate 21.00 % 21.00 % 21.00 % State tax, net of federal tax effect (0.02) 5.16 5.09 Foreign income tax rate differential (1.35) (1.27) (1.83) Stock-based compensation 3.26 8.55 (11.58) Provision to return true-ups (12.03) 0.46 2.46 Income tax credits (11.14) (12.73) (39.39) Change in valuation allowance 0.60 2.24 11.50 Change in uncertain tax positions 0.26 (0.36) (18.68) Global intangible low-taxed income (“GILTI”) — 16.09 — Employee fringe benefits 0.73 0.43 0.35 Other non-deductible expenses 4.19 5.19 9.95 Deferred adjustments 0.57 1.46 0.98 Net operating loss carryback and true-up — — 2.71 Other (0.45) (0.65) (0.22) Effective tax rate 5.62 % 45.57 % (17.66) % Beginning in 2022, additional changes under the U.S. Tax Cuts and Jobs Act (the “Tax Act”) came into effect, including the mandatory capitalization and amortization of research and development expenses. These provisions require the Company to capitalize research and experimental expenditures and amortize them on the U.S. tax return over 5 or 15 years, depending on where research is conducted. This required capitalization results in an overall increase in provision for income taxes (including an increase in GILTI as well as the overall effective tax rate in 2022) and in DTAs. However, as a result of IRS guidance published in the third quarter of 2023, the updated guidance has reduced the amount of research and development expenses required to be capitalized under the Tax Act. 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, 2023 2022 Deferred tax assets: Reserves and others $ 11,026 $ 4,803 Stock-based compensation 17,564 20,214 Net operating loss carryforward 1,365 1,754 Tax credit carryforward 35,087 34,462 Capitalized research and development 100,168 84,390 Operating lease liabilities 20,402 30,394 Gross deferred tax assets 185,612 176,017 Valuation allowance (34,927) (34,303) Total deferred tax assets 150,685 141,714 Deferred tax liabilities: Depreciation and amortization (12,979) (13,955) Deferred contract costs (7,372) (6,750) Operating lease right-of-use assets (10,943) (23,631) Total deferred tax liabilities (31,294) (44,336) Net deferred tax assets $ 119,391 $ 97,378 As of December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $3.1 million and $25.7 million, respectively, expiring beginning in 2037 and 2025, respectively. The Company had federal research credit carryforwards of approximately $0.4 million (gross) that begin to expire in 2031, if unused; California research credit carryforwards of approximately $73.1 million (gross) that do not expire; and Canada research credit carryforwards of approximately $0.3 million (gross) that begin to expire in 2041. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in a limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized. Further, foreign loss carryforwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations. As of December 31, 2023, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $28.3 million. The Company continues to assert that all its foreign earnings are to be permanently reinvested and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. As such, the Company has not recognized a deferred tax liability related to unremitted foreign earnings. 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. Valuation allowances of $34.9 million and $34.3 million primarily related to California state tax credits were recorded against the Company’s net deferred tax asset balances as of December 31, 2023 and 2022, 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 would 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 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 59,764 $ 52,605 $ 48,207 (Decrease) increase based on tax positions related to the prior year (2,146) 61 (291) Increase based on tax positions related to the current year 6,841 7,455 10,750 Lapse of statute of limitations — (357) (6,061) Balance at the end of the year $ 64,459 $ 59,764 $ 52,605 As of December 31, 2023, the Company had $35.5 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, 2023, 2022 and 2021, 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 tax years subsequent to 2003 remain open to examination. In the Company’s foreign jurisdictions — Canada, Germany, Ireland and the United Kingdom — the tax years subsequent to 2017 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. As of December 31, 2023, although the timing of the resolution or closure of audits is not certain, the Company believes it is reasonably possible that unrecognized tax benefits will not be reduced within the next 12 months. |
NET INCOME PER SHARE ATTRIBUTAB
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs (including PRSUs) and, to a lesser extent, ESPP shares. If dilutive, such potentially dilutive securities are reflected in net income (loss) per share attributable to common stockholders using the treasury stock method. The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the periods presented (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Basic net income per share: Net income attributable to common stockholders $ 99,173 $ 36,347 $ 39,671 Shares used in computation: Weighted-average common shares outstanding 69,221 70,867 74,221 Basic net income per share attributable to common stockholders: $ 1.43 $ 0.51 $ 0.53 Year Ended December 31, 2023 2022 2021 Diluted net income per share: Net income attributable to common stockholders $ 99,173 $ 36,347 $ 39,671 Shares used in computation: Weighted-average common shares outstanding 69,221 70,867 74,221 Stock options 331 474 786 RSUs 4,042 2,058 3,607 ESPP 2 3 2 Number of shares used in diluted calculation 73,596 73,402 78,616 Diluted net income per share attributable to common stockholders: $ 1.35 $ 0.50 $ 0.50 The following stock-based instruments were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 Stock options 791 2,030 1,541 RSUs 424 853 59 |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 12 Months Ended |
Dec. 31, 2023 | |
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 net revenue by major product lines is based on the type of service provided and also aligns with the timing of revenue recognition for each. To reflect the Company’s strategic focus on creating differentiated experiences for its Services categories and Restaurants, Retail & Other categories, the Company further disaggregates advertising revenue to reflect these two high-level category groupings. The Services categories consist of the following businesses: home, local, auto, professional, pets, events, real estate and financial services. The Restaurants, Retail & Other categories consist of the following businesses: restaurants, shopping, beauty & fitness, health and other. Net Revenue The following table presents the Company’s net revenue by major product line (and by category for advertising revenue) for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 Net revenue by product: Advertising revenue by category: Services $ 793,112 $ 693,810 $ 607,770 Restaurants, Retail & Other 483,406 440,593 377,455 Advertising 1,276,518 1,134,403 985,225 Transactions 13,008 14,063 13,196 Other 47,536 45,040 33,418 Total net revenue $ 1,337,062 $ 1,193,506 $ 1,031,839 During the years ended December 31, 2023, 2022 and 2021, no individual customer accounted for 10% or more of consolidated net revenue. As a result of the COVID-19 pandemic, the Company considered whether there was any impact to the manner in which it recognizes revenue, in particular with respect to the collectability criteria for recognizing revenue from contracts with customers. The Company did not change the manner in which it recognizes revenue as a result of that assessment. During the years ended December 31, 2022 and 2021, the Company offered a number of relief incentives to advertising and other revenue customers most impacted by the COVID-19 pandemic totaling $0.4 million and $3.5 million, respectively. These incentives were primarily in the form of waived advertising and subscription fees. The Company accounted for these incentives as price concessions and reduced net revenue recognized in the years ended December 31, 2022 and 2021 accordingly. The Company did not provide any COVID-19 relief incentives during the year ended December 31, 2023. The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 1,327,263 $ 1,185,202 $ 1,023,143 All other countries 9,799 8,304 8,696 Total net revenue $ 1,337,062 $ 1,193,506 $ 1,031,839 Long-Lived Assets The following table presents the Company’s long-lived assets by major geographic region as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 United States $ 62,464 $ 72,325 All other countries 6,220 4,899 Total long-lived assets $ 68,684 $ 77,224 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 13, 2024, the Board authorized a $500.0 million increase to its stock repurchase program, bringing the total amount of repurchases authorized under our stock repurchase program since its inception in 2017 to $1.95 billion. The Company repurchased $27.0 million of shares subsequent to December 31, 2023, resulting in approximately $554.7 million remaining available for future repurchases on February 20, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income attributable to common stockholders | $ 99,173 | $ 36,347 | $ 39,671 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. |
Use of Estimates | Use of Estimates —The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, 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. Items that require estimates, judgments or assumptions include, but are not limited to, determining variable consideration and identifying the nature and timing of satisfaction of performance obligations, allowance for doubtful accounts and credit losses, fair value and estimated useful lives of long- and indefinite-lived assets, litigation loss contingencies, liabilities related to incurred but not reported insurance claims, fair value and achievement of targets for performance-based restricted stock units (“PRSUs”) and income taxes. These estimates, judgments and assumptions are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates due to macroeconomic uncertainty and other factors. |
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 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. These securities are classified as short-term marketable securities on the consolidated balance sheets as they represent the investment of cash available for current operations. The Company has a policy that generally requires its 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. The Company classifies its marketable securities as available-for-sale and determines the classification at the time of purchase based on its investment strategy; it reevaluates such designation at each balance sheet date. Available-for-sale securities are stated at fair value as of each balance sheet date and are periodically assessed for impairment. An investment is impaired if the fair value of the investment is less than its amortized cost basis. The Company reviews the securities in an unrealized loss position and evaluates whether credit loss exists by considering factors such as historical experience, market data, issuer-specific factors including their credit rating, and current economic conditions. If a credit loss exists, the Company measures the loss by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. An allowance for credit loss is recorded as a component of other income (expense), net, limited by the amount of unrealized loss. Any remaining unrealized losses are recorded to other comprehensive income (loss). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Amortization of premiums and accretion of discounts are included in interest income. If the Company has the intent to sell an available-for-sale security in an unrealized loss position or it is more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, any previously recorded allowance is reversed and the entire difference between the amortized cost basis of the security and its fair value is recognized in the consolidated statements of operations. |
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, marketable securities and other investments, and accounts receivable. The Company places its cash and cash equivalents, marketable securities and other investments 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 |
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 based on the credit risk of those accounts, known delinquent accounts, as well as current conditions and reasonable and supportable economic forecasts. 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 and Cost of Revenue | 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 32 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. No impairment charges were recorded in the periods presented. 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 10, “ Other Non-Current Assets ” ). Cost of Revenue —The Company’s cost of revenue primarily consists of credit card processing fees, website infrastructure expense, which includes website hosting costs, and salaries, benefits and stock-based compensation expense for the infrastructure teams responsible for operating the Company’s website and mobile app, and excludes depreciation and amortization expense. Cost of revenue also includes third-party advertising fulfillment costs. |
Deferred Revenue and Revenue Recognition | 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 with consumers and other revenue sources, 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 the vast majority of 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 the amount of revenue it recognizes is equal to the amount 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 both distinct and distinct within the context of the arrangement and are 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. The Company may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash based incentives, credits or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company estimates these amounts based on the expected amount to be provided to customers and constrains the revenue. The Company believes that there will not be a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the estimates of variable consideration is subsequently resolved. 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 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. The Company’s transactions platform provides consumers with the ability to place food orders for pickup and delivery through third parties, primarily Grubhub, or complete other transactions 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. Other Revenue . The Company generates other revenue through subscription services contracts, such as sales of monthly subscriptions to Yelp Guest Manager, licensing contracts for access to Yelp data, and other non-advertising, non-transaction partnerships. Subscriptions revenue is 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 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. The Company capitalizes certain implementation costs incurred related to cloud computing arrangements that are service contracts. Such costs are amortized on a straight-line basis over the term of the associated hosting arrangement plus any reasonably certain renewal period. Any capitalized amounts related to such arrangements are recorded within prepaid expense and other current assets and within non-current assets on the consolidated balance sheets. |
Leases | Leases —The Company leases its office facilities under operating lease agreements that expire from 2024 to 2031, some of which include options to renew at the Company’s sole discretion. If exercised, such options would extend the lease terms by five years. Additionally, one of the Company’s lease agreements contains the option to terminate the lease, which requires 12 months prior written notice to the landlord. The Company does not have any finance lease agreements. The Company determines if an arrangement contains a lease at inception. The Company recognizes on its consolidated balance sheets operating lease liabilities representing the present value of future lease payments, and an associated operating lease right-of-use (“ROU”) asset for any operating lease with a term greater than one year. The Company recognizes the amortization of the ROU 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 ROU 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 ROU 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. |
Goodwill | Goodwill |
Intangible Assets | Intangible Assets |
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. |
Research and Development | Research and Development |
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”), 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 Company estimates the fair value of options granted to employees 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 it does not have sufficient appropriate historical exercise data on which to base its own estimate. 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 recognizes compensation cost related to options using the straight-line method. The fair value of RSUs is measured using the closing price of the Company’s common stock on the New York Stock Exchange on the grant date. The Company recognizes compensation cost related to RSUs using the straight-line method. No compensation cost is recorded for RSUs that do not vest. The Company settles the employee tax liabilities associated with the vesting of RSUs by withholding a portion of the vested shares and covering such taxes with cash from its balance sheet, which the Company refers to as net share settlement. The Company has two types of PRSUs outstanding — awards for which the vesting is subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. For the awards subject to a market condition, the Company uses a Monte Carlo model to determine the fair value of the PRSUs. The Company recognizes compensation cost related to PRSUs subject to a market condition on a graded basis over the requisite service period if the service condition is met regardless of whether the market condition is satisfied. No compensation cost is recorded if the service condition is not met. For the awards subject to performance goals, compensation costs are recorded when the Company concludes that it is probable that the performance conditions will be achieved. The Company performs an analysis in each reporting period to determine the probability that the performance goals will be met, and recognizes a cumulative catch-up adjustment to compensation cost for changes in its probability assessment in subsequent reporting periods, if required, until the performance period has expired. The fair value of the PRSUs is measured using the closing price of the Company’s common stock on the New York Stock Exchange on the grant date. The Company recognizes compensation cost related to PRSUs subject to performance goals on a graded basis over the requisite service period. No compensation cost is recorded if the service condition is not met. |
Advertising Expenses | Advertising Expenses |
Comprehensive Income (Loss) | Comprehensive Income (Loss) —Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which consists of foreign currency adjustments and unrealized loss on available-for-sale debt securities, net of tax. |
Income Taxes | Income Taxes —The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) 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 |
Insurance | Insurance —The Company is self-insured for certain employee benefits including medical, dental 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. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and should be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-07 on its related disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures. |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Cash $ 105,959 $ 56,304 Cash equivalents 207,952 250,075 Total cash and cash equivalents 313,911 306,379 Restricted cash 91 759 Total cash, cash equivalents and restricted cash $ 314,002 $ 307,138 |
Schedule of Restricted Cash and Cash Equivalents | Cash, cash equivalents and restricted cash as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Cash $ 105,959 $ 56,304 Cash equivalents 207,952 250,075 Total cash and cash equivalents 313,911 306,379 Restricted cash 91 759 Total cash, cash equivalents and restricted cash $ 314,002 $ 307,138 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities, Available-for-Sale | Short-term investments and certain cash equivalents consist of investments in debt securities that are classified as available-for-sale. The amortized cost, gross unrealized gains and losses and fair value of investments as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 Amortized Cost Gross Gross Fair Value Cash equivalents: U.S. government securities $ 1,612 $ — $ — $ 1,612 Total cash equivalents 1,612 — — 1,612 Short-term marketable securities: Certificates of deposit 1,537 — — 1,537 Commercial paper 1,058 — — 1,058 Corporate bonds 19,833 16 (92) 19,757 Agency bonds 17,660 4 (17) 17,647 U.S. government securities 87,414 241 (169) 87,486 Total short-term marketable securities 127,502 261 (278) 127,485 Total $ 129,114 $ 261 $ (278) $ 129,097 December 31, 2022 Amortized Cost Gross Gross Fair Value Cash equivalents: Commercial paper $ 2,524 $ — $ — $ 2,524 Total cash equivalents 2,524 — — 2,524 Short-term marketable securities: Certificates of deposit 10,651 — — 10,651 Commercial paper 13,054 — — 13,054 Corporate bonds 32,701 3 (353) 32,351 Agency bonds 3,010 — (11) 2,999 U.S. government securities 35,479 8 (298) 35,189 Total short-term marketable securities 94,895 11 (662) 94,244 Total $ 97,419 $ 11 $ (662) $ 96,768 The contractual maturities for marketable securities classified as available-for-sale as of December 31, 2023 were as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 79,966 $ 79,791 Due in one to five years 49,148 49,306 Total $ 129,114 $ 129,097 |
Schedule of Securities in an Unrealized Loss Position | The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2023 and 2022, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands): December 31, 2023 Less Than 12 months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 2,130 $ (9) $ 12,104 $ (83) $ 14,234 $ (92) Agency bonds 14,409 (17) — — 14,409 (17) U.S. government securities 27,763 (135) 6,231 (34) 33,994 (169) Total $ 44,302 $ (161) $ 18,335 $ (117) $ 62,637 $ (278) December 31, 2022 Less Than 12 months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 29,428 $ (353) $ — $ — $ 29,428 $ (353) Agency bonds 2,999 (11) — — 2,999 (11) U.S. government securities 27,368 (298) — — 27,368 (298) Total $ 59,795 $ (662) $ — $ — $ 59,795 $ (662) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 180,270 $ — $ — $ 180,270 $ 247,551 $ — $ — $ 247,551 U.S. government securities — 1,612 — 1,612 — — — — Commercial paper — — — — — 2,524 — 2,524 Marketable securities: Certificates of deposit — 1,537 — 1,537 — 10,651 — 10,651 Commercial paper — 1,058 — 1,058 — 13,054 — 13,054 Corporate bonds — 19,757 — 19,757 — 32,351 — 32,351 Agency bonds — 17,647 — 17,647 — 2,999 — 2,999 U.S. government securities — 87,486 — 87,486 — 35,189 — 35,189 Other investments: Certificates of deposit — 7,500 — 7,500 — 10,000 — 10,000 Total cash equivalents, marketable securities and other investments $ 180,270 $ 136,597 $ — $ 316,867 $ 247,551 $ 106,768 $ — $ 354,319 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Prepaid expenses $ 14,922 $ 14,632 Certificates of deposit 5,000 10,000 Non-trade receivables (1) 4,107 31,338 Other current assets 12,644 7,497 Total prepaid expenses and other current assets $ 36,673 $ 63,467 (1) The decrease in non-trade receivables during the year ended December 31, 2023 was primarily due to the release of the remaining receivable for loss recovery related to the litigation described under “Legal Proceedings—Securities Class Action and Derivative Action” in Note 13, “ Commitments and Contingencies .” |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software | Property, equipment and software, net as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Capitalized website and internal-use software development costs $ 258,059 $ 229,638 Leasehold improvements (1)(2) 57,403 60,407 Computer equipment 50,014 50,920 Furniture and fixtures 10,336 11,627 Telecommunication 4,175 4,930 Software 1,113 1,702 Total 381,100 359,224 Less accumulated depreciation and amortization (1) (312,416) (282,000) Property, equipment and software, net $ 68,684 $ 77,224 (1) Leasehold improvements, net was reduced to reflect impairments of $2.3 million recorded during the year ended December 31, 2023 as a result of the Company’s abandonments of certain office spaces. (2) The cost basis was reduced to reflect an impairment of $1.5 million recorded during the year ended December 31, 2022 as a result of the Company’s sublease of certain office space. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill during the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 102,328 $ 105,128 Effect of currency translation 1,558 (2,800) Balance, end of period $ 103,886 $ 102,328 |
Schedule of Intangible Assets | Intangible assets that were not fully amortized as of December 31, 2023 and 2022 consisted of the following (dollars in thousands): December 31, 2023 Gross Accumulated Net Weighted Business relationships $ 9,918 $ (6,258) $ 3,660 5.2 years Licensing agreements 6,129 (2,151) 3,978 6.2 years Domain and data licenses 2,869 (2,869) — 0.0 years Total $ 18,916 $ (11,278) $ 7,638 December 31, 2022 Gross Accumulated Net Weighted Business relationships $ 9,918 $ (5,550) $ 4,368 6.2 years Licensing agreements 6,129 (1,505) 4,624 7.2 years Domain and data licenses 2,869 (2,864) 5 0.5 years Total $ 18,916 $ (9,919) $ 8,997 |
Schedule of Future Amortization Expense | As of December 31, 2023, estimated future amortization expense was as follows (in thousands): 2024 $ 1,353 2025 1,353 2026 1,353 2027 1,353 2028 1,353 Thereafter 873 Total amortization $ 7,638 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information | The components of lease cost, net for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 33,694 $ 40,819 $ 49,989 Short-term lease cost (12 months or less) 396 1,065 532 Sublease income (13,551) (12,152) (8,490) Total lease cost, net $ 20,539 $ 29,732 $ 42,031 Supplemental cash flow information related to leases for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 45,410 $ 49,900 $ 52,091 |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2023, maturities of lease liabilities were as follows (in thousands): 2024 $ 42,732 2025 22,191 2026 7,254 2027 6,442 2028 6,580 Thereafter 9,742 Total minimum lease payments 94,941 Less imputed interest (7,642) Present value of lease liabilities $ 87,299 |
Assets And Liabilities, Lessee Information | As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate were as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) — operating leases 3.7 4.1 Weighted-average discount rate — operating leases 5.1 % 5.3 % |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-current Assets | Other non-current assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Deferred tax assets $ 119,449 $ 97,426 Deferred contract costs 28,203 25,946 Other non-current assets 14,074 10,617 Total other non-current assets $ 161,726 $ 133,989 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Allowance for Doubtful Accounts Receivable | The changes in the allowance for doubtful accounts during the years ended December 31, 2023, 2022 and 2021, were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance, beginning of period $ 9,277 $ 7,153 $ 11,559 Add: provision for doubtful accounts 40,702 25,006 14,574 Less: write-offs, net of recoveries (36,211) (22,882) (18,980) Balance, end of period $ 13,768 $ 9,277 $ 7,153 |
Contract with Customer, Liability | The changes in short-term deferred revenue during the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 5,200 $ 4,156 Less: recognition of deferred revenue from beginning balance (4,936) (3,922) Add: net increase in current period contract liabilities 3,557 4,966 Balance, end of period $ 3,821 $ 5,200 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, December 31, Accounts payable $ 11,868 $ 14,525 Employee-related liabilities 79,081 66,929 Accrued legal settlements 15,085 26,250 Other accrued liabilities 26,775 30,246 Total accounts payable and accrued liabilities $ 132,809 $ 137,950 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents the number of shares authorized and issued as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Shares Shares Shares Shares Common stock, $0.000001 par value 200,000 68,864 200,000 69,797 Undesignated preferred stock 10,000 — 10,000 — |
Schedule of Common Stock Reserved for Future Issuance | As of December 31, 2023, the Company had reserved shares of common stock for future issuances in connection with the following (in thousands): Number of Shares Stock options outstanding 2,543 RSUs and PRSUs outstanding 9,961 Available for future equity award grants 11,513 Available for future ESPP offerings 2,082 Total reserved for future issuance 26,099 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the years ended December 31, 2022 and 2021, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2022 2021 Dividend yield — — Annual risk-free rate 3.0 % 1.1 % Expected volatility 50.4 % 49.4 % Expected term (years) 6.0 6.0 |
Schedule of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2023 is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 3,543 $ 32.81 3.6 $ 7,507 Exercised (847) 23.94 Canceled (153) 46.39 Outstanding at December 31, 2023 2,543 $ 34.94 3.6 $ 33,100 Options vested and exercisable at December 31, 2023 2,503 $ 34.92 3.5 $ 32,641 |
Summary of RSU Activity | A summary of RSU and PRSU activity for the year ended December 31, 2023 is as follows (in thousands, except per share amounts): Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2022 9,962 $ 33.48 Granted 6,729 30.42 Vested (1) (5,545) 31.63 Canceled (1,185) 32.14 Nonvested at December 31, 2023 (2) 9,961 $ 32.61 (1) Includes 2,298,468 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes. (2) |
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, 2023 2022 2021 Cost of revenue $ 5,274 $ 4,761 $ 4,302 Sales and marketing 35,187 33,621 32,335 Product development 97,515 86,871 81,624 General and administrative 35,475 30,837 33,418 Total stock-based compensation recorded to income before incomes taxes 173,451 156,090 151,679 Benefit from income taxes (34,474) (33,792) (35,778) Total stock-based compensation recorded to net income $ 138,977 $ 122,298 $ 115,901 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net for the years ended December 31, 2023, 2022 and 2021 consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest income (expense), net $ 19,571 $ 5,762 $ (116) Transaction gain (loss) on foreign exchange, net 49 (130) 231 Other non-operating income, net 6,419 2,793 2,089 Other income, net $ 26,039 $ 8,425 $ 2,204 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 United States $ 131,459 $ 89,215 $ 44,009 Foreign (26,377) (22,437) (10,291) Total income before income taxes $ 105,082 $ 66,778 $ 33,718 |
Income Tax Provision (Benefit) | The income tax provision (benefit) is composed of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ 20,466 $ 74,464 $ 1,133 State 3,934 11,070 1,859 Foreign 3,659 1,518 245 Total current tax 28,059 87,052 3,237 Deferred: Federal (19,934) (51,217) (9,338) State (2,085) (5,281) (443) Foreign (131) (123) 591 Total deferred tax (22,150) (56,621) (9,190) Total provision for (benefit from) income taxes $ 5,909 $ 30,431 $ (5,953) |
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, 2023 2022 2021 Income tax at federal statutory rate 21.00 % 21.00 % 21.00 % State tax, net of federal tax effect (0.02) 5.16 5.09 Foreign income tax rate differential (1.35) (1.27) (1.83) Stock-based compensation 3.26 8.55 (11.58) Provision to return true-ups (12.03) 0.46 2.46 Income tax credits (11.14) (12.73) (39.39) Change in valuation allowance 0.60 2.24 11.50 Change in uncertain tax positions 0.26 (0.36) (18.68) Global intangible low-taxed income (“GILTI”) — 16.09 — Employee fringe benefits 0.73 0.43 0.35 Other non-deductible expenses 4.19 5.19 9.95 Deferred adjustments 0.57 1.46 0.98 Net operating loss carryback and true-up — — 2.71 Other (0.45) (0.65) (0.22) Effective tax rate 5.62 % 45.57 % (17.66) % |
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, 2023 2022 Deferred tax assets: Reserves and others $ 11,026 $ 4,803 Stock-based compensation 17,564 20,214 Net operating loss carryforward 1,365 1,754 Tax credit carryforward 35,087 34,462 Capitalized research and development 100,168 84,390 Operating lease liabilities 20,402 30,394 Gross deferred tax assets 185,612 176,017 Valuation allowance (34,927) (34,303) Total deferred tax assets 150,685 141,714 Deferred tax liabilities: Depreciation and amortization (12,979) (13,955) Deferred contract costs (7,372) (6,750) Operating lease right-of-use assets (10,943) (23,631) Total deferred tax liabilities (31,294) (44,336) Net deferred tax assets $ 119,391 $ 97,378 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 59,764 $ 52,605 $ 48,207 (Decrease) increase based on tax positions related to the prior year (2,146) 61 (291) Increase based on tax positions related to the current year 6,841 7,455 10,750 Lapse of statute of limitations — (357) (6,061) Balance at the end of the year $ 64,459 $ 59,764 $ 52,605 |
NET INCOME PER SHARE ATTRIBUT_2
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the periods presented (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Basic net income per share: Net income attributable to common stockholders $ 99,173 $ 36,347 $ 39,671 Shares used in computation: Weighted-average common shares outstanding 69,221 70,867 74,221 Basic net income per share attributable to common stockholders: $ 1.43 $ 0.51 $ 0.53 Year Ended December 31, 2023 2022 2021 Diluted net income per share: Net income attributable to common stockholders $ 99,173 $ 36,347 $ 39,671 Shares used in computation: Weighted-average common shares outstanding 69,221 70,867 74,221 Stock options 331 474 786 RSUs 4,042 2,058 3,607 ESPP 2 3 2 Number of shares used in diluted calculation 73,596 73,402 78,616 Diluted net income per share attributable to common stockholders: $ 1.35 $ 0.50 $ 0.50 |
Schedule of Anti-dilutive Securities | The following stock-based instruments were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 Stock options 791 2,030 1,541 RSUs 424 853 59 |
INFORMATION ABOUT REVENUE AND_2
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table presents the Company’s net revenue by major product line (and by category for advertising revenue) for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 Net revenue by product: Advertising revenue by category: Services $ 793,112 $ 693,810 $ 607,770 Restaurants, Retail & Other 483,406 440,593 377,455 Advertising 1,276,518 1,134,403 985,225 Transactions 13,008 14,063 13,196 Other 47,536 45,040 33,418 Total net revenue $ 1,337,062 $ 1,193,506 $ 1,031,839 |
Schedule of Net Revenue by Geographic Region | The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 1,327,263 $ 1,185,202 $ 1,023,143 All other countries 9,799 8,304 8,696 Total net revenue $ 1,337,062 $ 1,193,506 $ 1,031,839 |
Schedule of Long-Lived Assets by Geographic Region | The following table presents the Company’s long-lived assets by major geographic region as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 United States $ 62,464 $ 72,325 All other countries 6,220 4,899 Total long-lived assets $ 68,684 $ 77,224 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Accounts Receivable, Net and Payment Terms) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Line Items] | |
Contracts invoiced in arrears, duration | 1 month |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Deferred Contract Costs) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Line Items] | ||
Capitalized contract cost, amortization period | 12 months | |
Impairment | $ 0 | $ 0 |
Maximum | ||
Accounting Policies [Line Items] | ||
Capitalized contract cost, amortization period | 32 months |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Equipment and Software) (Details) | Dec. 31, 2023 |
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_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Leases) (Details) | 12 Months Ended |
Dec. 31, 2023 lease | |
Accounting Policies [Abstract] | |
Renewal term | 5 years |
Number of leases with option to terminate | 1 |
Cancellation notice provision | 12 months |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Goodwill and Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill impairment loss | $ 0 |
Impairment of intangible assets | $ 0 |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Revenue Recognition) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Contracts invoiced in arrears, duration | 1 month |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Research and Development) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Product development | $ 320.6 | $ 294.5 | $ 265.2 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock-Based Compensation) (Details) | Dec. 31, 2023 award_type |
Accounting Policies [Abstract] | |
Types of performing restricted stock units | 2 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Advertising Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 65.7 | $ 71.1 | $ 56.3 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Employee Benefit Plans) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Employer contributions | $ 9.7 | $ 8.7 | $ 8 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 105,959 | $ 56,304 | ||
Cash equivalents | 207,952 | 250,075 | ||
Total cash and cash equivalents | 313,911 | 306,379 | ||
Restricted cash | 91 | 759 | ||
Total cash, cash equivalents and restricted cash | $ 314,002 | $ 307,138 | $ 480,641 | $ 596,540 |
MARKETABLE SECURITIES (Schedule
MARKETABLE SECURITIES (Schedule of Amortized Cost, Gross Unrealized Gains and Losses and Fair Value of Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 129,114 | $ 97,419 |
Gross Unrealized Gains | 261 | 11 |
Gross Unrealized Losses | (278) | (662) |
Total | 129,097 | 96,768 |
Cash equivalents: | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,612 | 2,524 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 1,612 | 2,524 |
Cash equivalents: | U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,612 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | 1,612 | |
Cash equivalents: | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 2,524 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | 2,524 | |
Short-term marketable securities: | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 127,502 | 94,895 |
Gross Unrealized Gains | 261 | 11 |
Gross Unrealized Losses | (278) | (662) |
Total | 127,485 | 94,244 |
Short-term marketable securities: | U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 87,414 | 35,479 |
Gross Unrealized Gains | 241 | 8 |
Gross Unrealized Losses | (169) | (298) |
Total | 87,486 | 35,189 |
Short-term marketable securities: | Certificates of deposit | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,537 | 10,651 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 1,537 | 10,651 |
Short-term marketable securities: | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,058 | 13,054 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 1,058 | 13,054 |
Short-term marketable securities: | Corporate bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 19,833 | 32,701 |
Gross Unrealized Gains | 16 | 3 |
Gross Unrealized Losses | (92) | (353) |
Total | 19,757 | 32,351 |
Short-term marketable securities: | Agency bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 17,660 | 3,010 |
Gross Unrealized Gains | 4 | 0 |
Gross Unrealized Losses | (17) | (11) |
Total | $ 17,647 | $ 2,999 |
MARKETABLE SECURITIES (Schedu_2
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value | ||
Less Than 12 months | $ 44,302 | $ 59,795 |
12 Months or Greater | 18,335 | 0 |
Total | 62,637 | 59,795 |
Unrealized Loss | ||
Less Than 12 months | (161) | (662) |
12 Months or Greater | (117) | 0 |
Total | (278) | (662) |
Corporate bonds | ||
Fair Value | ||
Less Than 12 months | 2,130 | 29,428 |
12 Months or Greater | 12,104 | 0 |
Total | 14,234 | 29,428 |
Unrealized Loss | ||
Less Than 12 months | (9) | (353) |
12 Months or Greater | (83) | 0 |
Total | (92) | (353) |
Agency bonds | ||
Fair Value | ||
Less Than 12 months | 14,409 | 2,999 |
12 Months or Greater | 0 | 0 |
Total | 14,409 | 2,999 |
Unrealized Loss | ||
Less Than 12 months | (17) | (11) |
12 Months or Greater | 0 | 0 |
Total | (17) | (11) |
U.S. government securities | ||
Fair Value | ||
Less Than 12 months | 27,763 | 27,368 |
12 Months or Greater | 6,231 | 0 |
Total | 33,994 | 27,368 |
Unrealized Loss | ||
Less Than 12 months | (135) | (298) |
12 Months or Greater | (34) | 0 |
Total | $ (169) | $ (298) |
MARKETABLE SECURITIES (Marketab
MARKETABLE SECURITIES (Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Due in one year or less | $ 79,966 | |
Due in one to five years | 49,148 | |
Total | 129,114 | |
Fair Value | ||
Due in one year or less | 79,791 | |
Due in one to five years | 49,306 | |
Total | $ 129,097 | $ 96,768 |
MARKETABLE SECURITIES (Narrativ
MARKETABLE SECURITIES (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale, allowance for credit loss | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | $ 129,097 | $ 96,768 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents, marketable securities and other investments | 316,867 | 354,319 |
Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 1,537 | 10,651 |
Other investments: | 7,500 | 10,000 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 1,058 | 13,054 |
Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 19,757 | 32,351 |
Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 17,647 | 2,999 |
Recurring | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 87,486 | 35,189 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 180,270 | 247,551 |
Recurring | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 1,612 | 0 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 2,524 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents, marketable securities and other investments | 180,270 | 247,551 |
Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Other investments: | 0 | 0 |
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 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 1 | U.S. government securities | ||
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: | 180,270 | 247,551 |
Recurring | Level 1 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
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, marketable securities and other investments | 136,597 | 106,768 |
Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 1,537 | 10,651 |
Other investments: | 7,500 | 10,000 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 1,058 | 13,054 |
Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 19,757 | 32,351 |
Recurring | Level 2 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 17,647 | 2,999 |
Recurring | Level 2 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 87,486 | 35,189 |
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 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 1,612 | 0 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 2,524 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents, marketable securities and other investments | 0 | 0 |
Recurring | Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Other investments: | 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 | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 3 | U.S. government securities | ||
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 | U.S. government securities | ||
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 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 14,922 | $ 14,632 |
Certificates of deposit | 5,000 | 10,000 |
Non-trade receivables | 4,107 | 31,338 |
Other current assets | 12,644 | 7,497 |
Total prepaid expenses and other current assets | $ 36,673 | $ 63,467 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) lease | |
Property, Plant and Equipment [Abstract] | |||
Capitalized website and internal-use software costs | $ 30,000 | $ 28,400 | $ 31,000 |
Amortization expense related to website and internal-use software | 28,700 | 29,600 | 30,600 |
Wrote off of capitalized website and internal-use software costs | 1,300 | 1,000 | 600 |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 42,184 | 44,852 | $ 55,683 |
Number of leases terminated | lease | 1 | ||
Property, Equipment and Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 40,800 | $ 43,200 | $ 52,800 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 5,200 |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Summary) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 381,100 | $ 359,224 |
Less accumulated depreciation and amortization | (312,416) | (282,000) |
Property, equipment and software, net | 68,684 | 77,224 |
Impairment of leasehold | 2,300 | |
Capitalized website and internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 258,059 | 229,638 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 57,403 | 60,407 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 50,014 | 50,920 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 10,336 | 11,627 |
Telecommunication | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 4,175 | 4,930 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 1,113 | $ 1,702 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 102,328 | $ 105,128 |
Effect of currency translation | 1,558 | (2,800) |
Balance, end of period | $ 103,886 | $ 102,328 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,916 | $ 18,916 |
Accumulated Amortization | (11,278) | (9,919) |
Net Carrying Amount | 7,638 | 8,997 |
Business relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,918 | 9,918 |
Accumulated Amortization | (6,258) | (5,550) |
Net Carrying Amount | $ 3,660 | $ 4,368 |
Weighted Average Remaining Life (in years) | 5 years 2 months 12 days | 6 years 2 months 12 days |
Licensing agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,129 | $ 6,129 |
Accumulated Amortization | (2,151) | (1,505) |
Net Carrying Amount | $ 3,978 | $ 4,624 |
Weighted Average Remaining Life (in years) | 6 years 2 months 12 days | 7 years 2 months 12 days |
Domain and data licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,869 | $ 2,869 |
Accumulated Amortization | (2,869) | (2,864) |
Net Carrying Amount | $ 0 | $ 5 |
Weighted Average Remaining Life (in years) | 0 years | 6 months |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1.4 | $ 1.7 | $ 2.8 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2024 | $ 1,353 | |
2025 | 1,353 | |
2026 | 1,353 | |
2027 | 1,353 | |
2028 | 1,353 | |
Thereafter | 873 | |
Net Carrying Amount | $ 7,638 | $ 8,997 |
LEASES (Lease Cost) (Details)
LEASES (Lease Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 33,694 | $ 40,819 | $ 49,989 |
Short-term lease cost (12 months or less) | 396 | 1,065 | 532 |
Sublease income | (13,551) | (12,152) | (8,490) |
Total lease cost, net | 20,539 | 29,732 | 42,031 |
Leasehold improvements | $ 2,300 | $ 1,500 | $ 2,700 |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 45,410 | $ 49,900 | $ 52,091 |
LEASES (Operating Lease Maturit
LEASES (Operating Lease Maturities) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 42,732 |
2025 | 22,191 |
2026 | 7,254 |
2027 | 6,442 |
2028 | 6,580 |
Thereafter | 9,742 |
Total minimum lease payments | 94,941 |
Less imputed interest | (7,642) |
Present value of lease liabilities | $ 87,299 |
LEASES (Weighted-Average Remain
LEASES (Weighted-Average Remaining Lease Terms) (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) — operating leases | 3 years 8 months 12 days | 4 years 1 month 6 days |
Weighted-average discount rate — operating leases | 5.10% | 5.30% |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Asset impairment charges | $ 23,563 | $ 10,464 | $ 11,164 | |
Reduction to right of use assets | 21,300 | $ 9,000 | 8,500 | |
Impairment of leasehold | $ 2,300 | |||
Gain on termination of lease | $ 3,700 | |||
Leasehold improvements | ||||
Lessee, Lease, Description [Line Items] | ||||
Depreciation expense | $ 5,200 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Deferred tax assets | $ 119,449 | $ 97,426 |
Deferred contract costs | 28,203 | 25,946 |
Other non-current assets | 14,074 | 10,617 |
Total other non-current assets | $ 161,726 | $ 133,989 |
CONTRACT BALANCES (Schedule of
CONTRACT BALANCES (Schedule of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts: | |||
Balance, beginning of period | $ 9,277 | $ 7,153 | $ 11,559 |
Add: provision for doubtful accounts | 40,702 | 25,006 | 14,574 |
Less: write-offs, net of recoveries | (36,211) | (22,882) | (18,980) |
Balance, end of period | $ 13,768 | $ 9,277 | $ 7,153 |
CONTRACT BALANCES (Changes in D
CONTRACT BALANCES (Changes in Deferred Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Balance, beginning of period | $ 5,200 | $ 4,156 |
Less: recognition of deferred revenue from beginning balance | (4,936) | (3,922) |
Add: net increase in current period contract liabilities | 3,557 | 4,966 |
Balance, end of period | $ 3,821 | $ 5,200 |
CONTRACT BALANCES (Narrative) (
CONTRACT BALANCES (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 0 | $ 0 |
Contract liability | $ 0 | $ 0 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 11,868 | $ 14,525 |
Employee-related liabilities | 79,081 | 66,929 |
Accrued legal settlements | 15,085 | 26,250 |
Other accrued liabilities | 26,775 | 30,246 |
Total accounts payable and accrued liabilities | $ 132,809 | $ 137,950 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Legal Proceedings) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jul. 17, 2023 | Aug. 26, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Accrued legal settlements | $ 15,085 | $ 26,250 | |||
Securities Class Action and Derivative Action | |||||
Loss Contingencies [Line Items] | |||||
Estimate of loss contingencies | $ 22,250 | ||||
Proceeds from insurance settlement | $ 18,000 | ||||
Payments for legal settlements | $ 3,750 | ||||
Accrued legal settlements | 22,250 | 26,000 | |||
Anticipated receivable from insurance company related to pending litigation | 22,250 | $ 26,000 | |||
CIPA Action | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Estimate of loss contingencies | 15,000 | ||||
Anticipated receivable from insurance company related to pending litigation | 3,900 | ||||
Amount awarded to other party | $ 15,000 | ||||
Loss contingency accrual | 15,000 | $ 4,000 | |||
Loss contingency accrual, increase | 11,000 | ||||
Loss contingency accrual recovery | $ 3,900 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Revolving Credit Facility) (Details) | Apr. 28, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 05, 2020 USD ($) |
Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage (in percent) | 0.20% | ||
Maximum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage (in percent) | 0.25% | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility term | 5 years | ||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | $ 75,000,000 | |
Letters of credit outstanding | $ 14,100,000 | ||
Long-term line of credit | $ 0 | ||
Revolving Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, covenant, interest coverage ratio | 3 | ||
Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, covenant, leverage ratio | 3.75 | ||
Revolving Credit Facility | Subject to Certain Conditions | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, additional increase in maximum borrowing capacity | $ 250,000,000 | ||
Revolving Credit Facility | For a Certain Period Following Significant Acquisitions | Maximum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, covenant, leverage ratio | 4.25 | ||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.10% | ||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||
Line of Credit Facility [Line Items] | |||
Margin | 1.25% | ||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum | |||
Line of Credit Facility [Line Items] | |||
Margin | 1.50% | ||
Revolving Credit Facility | Base Rate | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.25% | ||
Revolving Credit Facility | Base Rate | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.50% | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||
Letter of Credit | Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage (in percent) | 1.25% | ||
Letter of Credit | Maximum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage (in percent) | 1.50% | ||
Bilateral Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity Note [Abstract] | ||
Common Stock, Shares Authorized (in shares) | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued (in shares) | 68,864,000 | 69,797,000 |
Undesignated Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Undesignated Preferred Stock, Shares Issued (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, 2023 USD ($) numberOfSchedule $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 06, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Repurchases of common stock | $ 199,999,000 | $ 200,006,000 | $ 262,928,000 | |
Treasury stock (in shares) | shares | 0 | 0 | ||
Stock reserved for future issuance (in shares) | shares | 1,400,000 | |||
Stock-based compensation | $ 173,451,000 | $ 156,090,000 | 151,679,000 | |
Capitalized stock-based compensation | $ 9,700,000 | 8,900,000 | 10,700,000 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of vesting schedules | numberOfSchedule | 2 | |||
Exercisable period | 10 years | |||
Granted (in shares) | shares | 0 | |||
Intrinsic value of options exercised | $ 6,500,000 | $ 3,200,000 | $ 13,800,000 | |
Granted (in shares) | $ / shares | $ 16.07 | $ 18.55 | ||
Unrecognized compensation costs | $ 600,000 | |||
Unrecognized compensation costs, period for recognition | 1 year 4 months 24 days | |||
Stock Options | End of year one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 25% | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Number of vesting schedules | numberOfSchedule | 2 | |||
Unrecognized compensation costs | $ 297,600,000 | |||
Unrecognized compensation costs, period for recognition | 2 years 3 months 18 days | |||
Aggregate fair value of vested RSUs | $ 207,400,000 | $ 155,000,000 | $ 164,500,000 | |
RSUs | End of year one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 25% | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Trading days | 20 days | |||
Performance Shares | Total Shareholder Return | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Performance period | 3 years | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Subscription rate of eligible compensation | 15% | |||
Period of plan limitations | 6 months | |||
Purchase price, percentage of fair market value | 85% | |||
Number of shares purchased (in shares) | shares | 604,111 | 627,485 | 517,309 | |
Weighted-average purchase price (in dollars per share) | $ / shares | $ 31.79 | $ 25.55 | $ 31.58 | |
Stock-based compensation | $ 3,300,000 | $ 2,800,000 | $ 3,000,000 | |
Minimum | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target vesting range | 0% | |||
Maximum | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Maximum | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target vesting range | 200% | |||
July 2017 Share Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock repurchase program, authorized amount | $ 1,450,000,000 | |||
Remaining authorized repurchase amount | $ 81,700,000 | |||
Repurchase and retirement of common stock (in shares) | shares | 5,626,851 | 6,195,093 | ||
Repurchases of common stock | $ 200,000,000 | $ 200,000,000 |
STOCKHOLDERS' EQUITY (Schedul_2
STOCKHOLDERS' EQUITY (Schedule of Shares Reserved for Issuance) (Details) | Dec. 31, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 26,099,000 |
Stock options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 2,543,000 |
RSUs and PRSUs outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance (in shares) | 9,961,000 |
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) | 11,513,000 |
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) | 2,082,000 |
STOCKHOLDERS' EQUITY (Schedul_3
STOCKHOLDERS' EQUITY (Schedule of Fair Value Assumptions) (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0% | 0% |
Annual risk-free rate | 3% | 1.10% |
Expected volatility | 50.40% | 49.40% |
Expected term (years) | 6 years | 6 years |
STOCKHOLDERS' EQUITY (Schedul_4
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares (in thousands) | ||
Outstanding, beginning balance (in shares) | 3,543 | |
Exercised (in shares) | (847) | |
Canceled (in shares) | (153) | |
Outstanding, ending balance (in shares) | 2,543 | 3,543 |
Options vested and exercisable (in shares) | 2,503 | |
Weighted- Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 32.81 | |
Exercised (in dollars per share) | 23.94 | |
Canceled (in dollars per share) | 46.39 | |
Outstanding, ending balance (in dollars per share) | 34.94 | $ 32.81 |
Options vested and exercisable (in dollars per share) | $ 34.92 | |
Weighted- Average Remaining Contractual Term (in years) | ||
Outstanding, Weighted-Average Remaining Contractual Term (in years) | 3 years 7 months 6 days | 3 years 7 months 6 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 3 years 6 months | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding, Aggregate Intrinsic Value | $ 33,100 | $ 7,507 |
Options vested and exercisable, Aggregate Intrinsic Value | $ 32,641 |
STOCKHOLDERS' EQUITY (Schedul_5
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Units Activity) (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
RSUs | |
Number of Shares | |
Nonvested, beginning balance (in shares) | 9,962,000 |
Granted (in shares) | 6,729,000 |
Vested (in shares) | (5,545,000) |
Canceled (in shares) | (1,185,000) |
Nonvested, ending balance (in shares) | 9,961,000 |
Weighted- Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 33.48 |
Granted (in dollars per share) | $ / shares | 30.42 |
Vested (in dollars per share) | $ / shares | 31.63 |
Canceled (in dollars per share) | $ / shares | 32.14 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 32.61 |
Shares vested but not issued due to net share settlement for payment of employee taxes (in shares) | 2,298,468 |
Performance Shares | |
Number of Shares | |
Nonvested, ending balance (in shares) | 766,465 |
STOCKHOLDERS' EQUITY (Schedul_6
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation recorded to income before incomes taxes | $ 173,451 | $ 156,090 | $ 151,679 |
Benefit from income taxes | (34,474) | (33,792) | (35,778) |
Total stock-based compensation recorded to net income | 138,977 | 122,298 | 115,901 |
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 | 5,274 | 4,761 | 4,302 |
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 | 35,187 | 33,621 | 32,335 |
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 | 97,515 | 86,871 | 81,624 |
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 | $ 35,475 | $ 30,837 | $ 33,418 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Interest income (expense), net | $ 19,571 | $ 5,762 | $ (116) |
Transaction gain (loss) on foreign exchange, net | 49 | (130) | 231 |
Other non-operating income, net | 6,419 | 2,793 | 2,089 |
Other income, net | $ 26,039 | $ 8,425 | $ 2,204 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income (Loss) before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 131,459 | $ 89,215 | $ 44,009 |
Foreign | (26,377) | (22,437) | (10,291) |
Income before income taxes | $ 105,082 | $ 66,778 | $ 33,718 |
INCOME TAXES (Schedule of Inc_2
INCOME TAXES (Schedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 20,466 | $ 74,464 | $ 1,133 |
State | 3,934 | 11,070 | 1,859 |
Foreign | 3,659 | 1,518 | 245 |
Total current tax | 28,059 | 87,052 | 3,237 |
Deferred: | |||
Federal | (19,934) | (51,217) | (9,338) |
State | (2,085) | (5,281) | (443) |
Foreign | (131) | (123) | 591 |
Total deferred tax | (22,150) | (56,621) | (9,190) |
Total provision for (benefit from) income taxes | $ 5,909 | $ 30,431 | $ (5,953) |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax at federal statutory rate | 21% | 21% | 21% |
State tax, net of federal tax effect | (0.02%) | 5.16% | 5.09% |
Foreign income tax rate differential | (1.35%) | (1.27%) | (1.83%) |
Stock-based compensation | 3.26% | 8.55% | (11.58%) |
Provision to return true-ups | (12.03%) | 0.46% | 2.46% |
Income tax credits | (11.14%) | (12.73%) | (39.39%) |
Change in valuation allowance | 0.60% | 2.24% | 11.50% |
Change in uncertain tax positions | 0.26% | (0.36%) | (18.68%) |
Global intangible low-taxed income (“GILTI”) | 0% | 16.09% | 0% |
Employee fringe benefits | 0.73% | 0.43% | 0.35% |
Other non-deductible expenses | 4.19% | 5.19% | 9.95% |
Deferred adjustments | 0.57% | 1.46% | 0.98% |
Net operating loss carryback and true-up | 0% | 0% | 2.71% |
Other | (0.45%) | (0.65%) | (0.22%) |
Effective tax rate | 5.62% | 45.57% | (17.66%) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Reserves and others | $ 11,026 | $ 4,803 |
Stock-based compensation | 17,564 | 20,214 |
Net operating loss carryforward | 1,365 | 1,754 |
Tax credit carryforward | 35,087 | 34,462 |
Capitalized research and development | 100,168 | 84,390 |
Operating lease liabilities | 20,402 | 30,394 |
Gross deferred tax assets | 185,612 | 176,017 |
Valuation allowance | (34,927) | (34,303) |
Total deferred tax assets | 150,685 | 141,714 |
Deferred tax liabilities: | ||
Depreciation and amortization | (12,979) | (13,955) |
Deferred contract costs | (7,372) | (6,750) |
Operating lease right-of-use assets | (10,943) | (23,631) |
Total deferred tax liabilities | (31,294) | (44,336) |
Net deferred tax assets | $ 119,391 | $ 97,378 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Line Items] | ||
Undistributed earnings of foreign subsidiaries | $ 28,300,000 | |
Valuation allowance | 34,927,000 | $ 34,303,000 |
Unrecognized tax benefits that would impact effective tax rate | 35,500,000 | |
Decrease in unrecognized tax benefits is reasonably possible | 0 | |
Domestic | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 3,100,000 | |
Domestic | Research | ||
Income Taxes [Line Items] | ||
Credit carryforwards | 400,000 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 25,700,000 | |
State | Research | ||
Income Taxes [Line Items] | ||
Credit carryforwards | 73,100,000 | |
Foreign Tax Authority | Research | ||
Income Taxes [Line Items] | ||
Credit carryforwards | $ 300,000 |
INCOME TAXES (Reconciliation _2
INCOME TAXES (Reconciliation of Unrecognized Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at the beginning of the year | $ 59,764 | $ 52,605 | $ 48,207 |
(Decrease) based on tax positions related to the prior year | (2,146) | (291) | |
Increase based on tax positions related to the prior year | 61 | ||
Increase based on tax positions related to the current year | 6,841 | 7,455 | 10,750 |
Lapse of statute of limitations | 0 | (357) | (6,061) |
Balance at the end of the year | $ 64,459 | $ 59,764 | $ 52,605 |
NET INCOME PER SHARE ATTRIBUT_3
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Schedule of Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic net income per share: | |||
Net income attributable to common stockholders | $ 99,173 | $ 36,347 | $ 39,671 |
Shares used in computation: | |||
Weighted-average common shares outstanding (in shares) | 69,221 | 70,867 | 74,221 |
Basic net income per share attributable to common stockholders (in dollars per share) | $ 1.43 | $ 0.51 | $ 0.53 |
Diluted net income per share: | |||
Net income attributable to common stockholders | $ 99,173 | $ 36,347 | $ 39,671 |
Shares used in computation: | |||
Weighted-average common shares outstanding (in shares) | 69,221 | 70,867 | 74,221 |
Number of shares used in diluted calculation (in shares) | 73,596 | 73,402 | 78,616 |
Diluted net income per share attributable to common stockholders (in dollars per share) | $ 1.35 | $ 0.50 | $ 0.50 |
Stock options | |||
Shares used in computation: | |||
Incremental common shares (in shares) | 331 | 474 | 786 |
RSUs | |||
Shares used in computation: | |||
Incremental common shares (in shares) | 4,042 | 2,058 | 3,607 |
ESPP | |||
Shares used in computation: | |||
Incremental common shares (in shares) | 2 | 3 | 2 |
NET INCOME PER SHARE ATTRIBUT_4
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards (in shares) | 791 | 2,030 | 1,541 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards (in shares) | 424 | 853 | 59 |
INFORMATION ABOUT REVENUE AND_3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Net Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | $ 1,337,062 | $ 1,193,506 | $ 1,031,839 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | 1,327,263 | 1,185,202 | 1,023,143 |
All other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | 9,799 | 8,304 | 8,696 |
Advertising | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | 1,276,518 | 1,134,403 | 985,225 |
Services | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | 793,112 | 693,810 | 607,770 |
Restaurants, Retail & Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | 483,406 | 440,593 | 377,455 |
Transactions | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | 13,008 | 14,063 | 13,196 |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenue | $ 47,536 | $ 45,040 | $ 33,418 |
INFORMATION ABOUT REVENUE AND_4
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Customer incentives | $ 0.4 | $ 3.5 |
INFORMATION ABOUT REVENUE AND_5
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 68,684 | $ 77,224 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 62,464 | 72,325 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 6,220 | $ 4,899 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) | 2 Months Ended | |
Feb. 20, 2024 | Feb. 13, 2024 | |
Subsequent Event [Line Items] | ||
Stock repurchase program, increase to authorized amount | $ 500,000,000 | |
Stock repurchase program, authorized amount | $ 1,950,000,000 | |
Stock repurchased and retired during period, value | $ 27,000,000 | |
Remaining authorized repurchase amount | $ 554,700,000 |