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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________
Form
10-Q
______________________________________________________________________________________________________
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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended
June 30, 2019
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition period from to
Commission file number:
001-35444
_____________________________________________________________________________________________________
YELP INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________________________________________________________
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Delaware
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20-1854266
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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140 New Montgomery Street, 9th Floor
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San Francisco,
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CA
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94105
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(Address of Principal Executive Offices) (Zip Code)
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(415)
908-3801
(Registrant’s Telephone Number, Including Area Code)
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.000001 per share
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YELP
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New York Stock Exchange LLC
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☑
As of
August 2, 2019
, there were
71,027,519
shares issued and outstanding of the registrant’s common stock, par value $0.000001 per share.
Y
ELP
I
NC
.
Q
UARTERLY
R
EPORT ON
F
ORM
10-Q
T
ABLE OF
C
ONTENTS
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Page
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Part I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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___________________________________
Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “Yelp,” the “Company,” “we,” “us” and “our” refer to Yelp Inc. and, where appropriate, its subsidiaries.
Unless the context otherwise indicates, where we refer in this Quarterly Report to our “mobile application” or “mobile app,” we refer to all of our applications for mobile-enabled devices; references to our “mobile platform” refer to both our mobile app and the versions of our website that are optimized for mobile-based browsers. Similarly, references to our “website” refer to versions of our website dedicated to both desktop- and mobile-based browsers, as well as the U.S. and international versions of our website.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “
Risk Factors
” included under Part II, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
NOTE REGARDING METRICS
We review a number of performance metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. Please see the section titled “
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics
” for information on how we define our key metrics. Unless otherwise stated, these metrics do not include metrics from Yelp Reservations, Yelp Waitlist or our business owner products.
While our metrics are based on what we believe to be reasonable calculations, there are inherent challenges in measuring usage across our large user base. Certain of our performance metrics, including the number of unique devices accessing our mobile app, are tracked with internal company tools, which are not independently verified by any third party and have a number of limitations. For example, our metrics may be affected by mobile applications that automatically contact our servers for regular updates with no discernible user action involved; this activity can cause our system to count the device associated with the app as an app unique device in a given period. Although we take steps to exclude such activity and, as a result, do not believe it has had a material impact on our reported metrics, our efforts may not successfully account for all such activity.
Our metrics that are calculated based on data from third parties — the number of desktop and mobile website unique visitors — are subject to similar limitations. Our third-party providers periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. In addition, because these traffic metrics are tracked based on unique cookie identifiers, an individual who accesses our website from multiple devices with different cookies may be counted as multiple unique visitors, and multiple individuals who access our website from a shared device with a single cookie may be counted as a single unique visitor. As a result, the calculations of our unique visitors may not accurately reflect the number of people actually visiting our website.
Our measures of traffic and other key metrics may also differ from estimates published by third parties (other than those whose data we use to calculate such metrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly review our processes to assess potential improvements to their accuracy. From time to time, we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies or adjustments are immaterial unless otherwise stated.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
YELP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
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June 30,
2019
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December 31,
2018
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Assets
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Current assets:
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Cash and cash equivalents
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$
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139,464
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$
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332,764
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Short-term marketable securities
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272,754
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423,096
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Accounts receivable (net of allowance for doubtful accounts of $6,865 and $8,685 at June 30, 2019 and December 31, 2018, respectively)
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95,732
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87,305
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Prepaid expenses and other current assets
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23,338
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17,104
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Total current assets
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531,288
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860,269
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Long-term marketable securities
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45,379
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—
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Property, equipment and software, net
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114,105
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114,800
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Operating lease right-of-use assets
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217,798
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—
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Goodwill
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105,313
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105,620
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Intangibles, net
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11,588
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13,359
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Restricted cash
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22,082
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22,071
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Other non-current assets
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35,880
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59,444
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Total assets
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$
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1,083,433
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$
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1,175,563
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Liabilities and Stockholders' Equity
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Current liabilities:
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Accounts payable
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$
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2,882
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$
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6,540
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Accrued liabilities
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71,708
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54,522
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Operating lease liabilities - current
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56,500
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—
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Deferred revenue
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4,617
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3,843
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Total current liabilities
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135,707
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64,905
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Operating lease liabilities - long-term
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197,272
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—
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Other long-term liabilities
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3,999
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35,140
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Total liabilities
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336,978
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100,045
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Commitments and contingencies (
Note 13
)
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Stockholders' equity:
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Common stock, $0.000001 par value, 200,000,000 shares authorized – 71,931,789 shares issued and 71,752,011 outstanding at June 30, 2019 and 81,996,839 shares issued and outstanding at December 31, 2018
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—
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—
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Additional paid-in capital
|
1,194,486
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1,139,462
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Treasury stock
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(5,952
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)
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—
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Accumulated other comprehensive loss
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(11,163
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)
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(11,021
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)
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Accumulated deficit
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(430,916
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)
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(52,923
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)
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Total stockholders' equity
|
746,455
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1,075,518
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Total liabilities and stockholders' equity
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$
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1,083,433
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$
|
1,175,563
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See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended
June 30,
|
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Six Months Ended
June 30,
|
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2019
|
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2018
|
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2019
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2018
|
|
Net revenue
|
$
|
246,955
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|
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$
|
234,863
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|
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$
|
482,897
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$
|
457,937
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|
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Costs and expenses:
|
|
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|
|
|
|
|
|
Cost of revenue (exclusive of depreciation and amortization shown separately below)
|
14,975
|
|
|
14,708
|
|
|
29,240
|
|
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29,440
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|
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Sales and marketing
|
122,045
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|
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120,653
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|
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246,361
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|
|
240,294
|
|
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Product development
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54,566
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|
|
52,789
|
|
|
112,641
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|
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104,282
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|
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General and administrative
|
30,932
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|
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28,583
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|
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62,224
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|
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60,590
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Depreciation and amortization
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12,240
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|
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10,509
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|
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24,116
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20,537
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Total costs and expenses
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234,758
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|
|
227,242
|
|
|
474,582
|
|
|
455,143
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|
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Income from operations
|
12,197
|
|
|
7,621
|
|
|
8,315
|
|
|
2,794
|
|
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Other income, net
|
3,891
|
|
|
3,424
|
|
|
8,582
|
|
|
6,028
|
|
|
Income before income taxes
|
16,088
|
|
|
11,045
|
|
|
16,897
|
|
|
8,822
|
|
|
Provision for income taxes
|
(3,785
|
)
|
|
(341
|
)
|
|
(3,229
|
)
|
|
(404
|
)
|
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Net income attributable to common stockholders
|
$
|
12,303
|
|
|
$
|
10,704
|
|
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$
|
13,668
|
|
|
$
|
8,418
|
|
|
Net income per share attributable to common stockholders
|
|
|
|
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|
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Basic
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$
|
0.16
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|
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$
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0.13
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$
|
0.17
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|
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$
|
0.10
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Diluted
|
$
|
0.16
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|
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$
|
0.12
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|
|
$
|
0.17
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$
|
0.09
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|
|
Weighted-average shares used to compute net income per share attributable to common stockholders
|
|
|
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|
|
|
|
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Basic
|
75,601
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|
|
83,769
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|
|
78,620
|
|
|
83,792
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|
|
Diluted
|
78,530
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|
|
88,651
|
|
|
81,742
|
|
|
89,088
|
|
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Net income
|
$
|
12,303
|
|
|
$
|
10,704
|
|
|
$
|
13,668
|
|
|
$
|
8,418
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
569
|
|
|
(3,187
|
)
|
|
(142
|
)
|
|
(1,618
|
)
|
|
Foreign currency adjustments to net income upon liquidation of investment in foreign entities
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
Other comprehensive income (loss)
|
569
|
|
|
(3,187
|
)
|
|
(142
|
)
|
|
(1,588
|
)
|
|
Comprehensive income
|
$
|
12,872
|
|
|
$
|
7,517
|
|
|
$
|
13,526
|
|
|
$
|
6,830
|
|
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2019
(In thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Accumulated Other
|
|
Retained
|
|
Total
|
|
|
Common Stock
|
|
Paid-In
|
|
Treasury
|
|
Comprehensive
|
|
Earnings
|
|
Stockholders'
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Loss
|
|
(Accumulated Deficit)
|
|
Equity
|
|
Balance as of March 31, 2018
|
83,956,890
|
|
|
$
|
—
|
|
|
$
|
1,059,168
|
|
|
$
|
(15,000
|
)
|
|
$
|
(6,845
|
)
|
|
$
|
54,830
|
|
|
$
|
1,092,153
|
|
|
Issuance of common stock upon exercises of employee stock options
|
186,568
|
|
|
—
|
|
|
3,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,400
|
|
|
Issuance of common stock upon vesting of restricted stock units ("RSUs")
|
495,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of common stock for employee stock purchase plan
|
195,987
|
|
|
—
|
|
|
7,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,139
|
|
|
Stock-based compensation (inclusive of capitalized stock-based compensation)
|
—
|
|
|
—
|
|
|
31,279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,279
|
|
|
Shares withheld related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(14,259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,259
|
)
|
|
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,795
|
)
|
|
—
|
|
|
—
|
|
|
(28,795
|
)
|
|
Retirement of common stock
|
(1,042,605
|
)
|
|
—
|
|
|
—
|
|
|
43,795
|
|
|
—
|
|
|
(43,795
|
)
|
|
—
|
|
|
Foreign currency adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,187
|
)
|
|
—
|
|
|
(3,187
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,704
|
|
|
10,704
|
|
|
Balance as of June 30, 2018
|
83,792,697
|
|
|
$
|
—
|
|
|
$
|
1,086,727
|
|
|
$
|
—
|
|
|
$
|
(10,032
|
)
|
|
$
|
21,739
|
|
|
$
|
1,098,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2019
|
79,689,829
|
|
|
$
|
—
|
|
|
$
|
1,160,254
|
|
|
$
|
—
|
|
|
$
|
(11,732
|
)
|
|
$
|
(153,684
|
)
|
|
$
|
994,838
|
|
|
Issuance of common stock upon exercises of employee stock options
|
123,174
|
|
|
—
|
|
|
2,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,516
|
|
|
Issuance of common stock upon vesting of RSUs
|
493,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of common stock for employee stock purchase plan
|
288,529
|
|
|
—
|
|
|
7,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,537
|
|
|
Stock-based compensation (inclusive of capitalized stock-based compensation)
|
—
|
|
|
—
|
|
|
34,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,196
|
|
|
Shares withheld related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(10,017
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,017
|
)
|
|
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(295,487
|
)
|
|
—
|
|
|
—
|
|
|
(295,487
|
)
|
|
Retirement of common stock
|
(8,663,220
|
)
|
|
—
|
|
|
—
|
|
|
289,535
|
|
|
—
|
|
|
(289,535
|
)
|
|
—
|
|
|
Foreign currency adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
569
|
|
|
—
|
|
|
569
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,303
|
|
|
12,303
|
|
|
Balance as of June 30, 2019
|
71,931,789
|
|
|
$
|
—
|
|
|
$
|
1,194,486
|
|
|
$
|
(5,952
|
)
|
|
$
|
(11,163
|
)
|
|
$
|
(430,916
|
)
|
|
$
|
746,455
|
|
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2019
(In thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Accumulated Other
|
|
Retained
|
|
Total
|
|
|
Common Stock
|
|
Paid-In
|
|
Treasury
|
|
Comprehensive
|
|
Earnings
|
|
Stockholders'
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Loss
|
|
(Accumulated Deficit)
|
|
Equity
|
|
Balance as of December 31, 2017
|
83,724,916
|
|
|
$
|
—
|
|
|
$
|
1,038,017
|
|
|
$
|
(46
|
)
|
|
$
|
(8,444
|
)
|
|
$
|
79,170
|
|
|
$
|
1,108,697
|
|
|
Issuance of common stock upon exercises of employee stock options
|
500,005
|
|
|
—
|
|
|
9,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,082
|
|
|
Issuance of common stock upon vesting of RSUs
|
965,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of common stock for employee stock purchase plan
|
195,987
|
|
|
—
|
|
|
7,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,139
|
|
|
Stock-based compensation (inclusive of capitalized stock-based compensation)
|
—
|
|
|
—
|
|
|
60,187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,187
|
|
|
Shares withheld related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(27,698
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,698
|
)
|
|
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,803
|
)
|
|
—
|
|
|
—
|
|
|
(65,803
|
)
|
|
Retirement of common stock
|
(1,593,657
|
)
|
|
—
|
|
|
—
|
|
|
65,849
|
|
|
—
|
|
|
(65,849
|
)
|
|
—
|
|
|
Foreign currency adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|
—
|
|
|
(1,588
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,418
|
|
|
8,418
|
|
|
Balance as of June 30, 2018
|
83,792,697
|
|
|
$
|
—
|
|
|
$
|
1,086,727
|
|
|
$
|
—
|
|
|
$
|
(10,032
|
)
|
|
$
|
21,739
|
|
|
$
|
1,098,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2018
|
81,996,839
|
|
|
$
|
—
|
|
|
$
|
1,139,462
|
|
|
$
|
—
|
|
|
$
|
(11,021
|
)
|
|
$
|
(52,923
|
)
|
|
$
|
1,075,518
|
|
|
Issuance of common stock upon exercises of employee stock options
|
173,956
|
|
|
—
|
|
|
3,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,661
|
|
|
Issuance of common stock upon vesting of RSUs
|
982,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of common stock for employee stock purchase plan
|
288,529
|
|
|
—
|
|
|
7,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,537
|
|
|
Stock-based compensation (inclusive of capitalized stock-based compensation)
|
—
|
|
|
—
|
|
|
66,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,670
|
|
|
Shares withheld related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(22,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,844
|
)
|
|
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(397,613
|
)
|
|
—
|
|
|
—
|
|
|
(397,613
|
)
|
|
Retirement of common stock
|
(11,510,446
|
)
|
|
—
|
|
|
—
|
|
|
391,661
|
|
|
—
|
|
|
(391,661
|
)
|
|
—
|
|
|
Foreign currency adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
(142
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,668
|
|
|
13,668
|
|
|
Balance as of June 30, 2019
|
71,931,789
|
|
|
$
|
—
|
|
|
$
|
1,194,486
|
|
|
$
|
(5,952
|
)
|
|
$
|
(11,163
|
)
|
|
$
|
(430,916
|
)
|
|
$
|
746,455
|
|
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2019
|
|
2018
|
|
Operating Activities
|
|
|
|
|
Net income attributable to common stockholders
|
$
|
13,668
|
|
|
$
|
8,418
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
Depreciation and amortization
|
24,116
|
|
|
20,537
|
|
|
Provision for doubtful accounts
|
8,716
|
|
|
12,918
|
|
|
Stock-based compensation
|
61,770
|
|
|
56,539
|
|
|
Noncash lease cost
|
21,433
|
|
|
—
|
|
|
Deferred income taxes
|
(1,912
|
)
|
|
—
|
|
|
Other adjustments
|
(1,632
|
)
|
|
(221
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
Accounts receivable
|
(17,143
|
)
|
|
(15,208
|
)
|
|
Prepaid expenses and other assets
|
(5,335
|
)
|
|
(6,924
|
)
|
|
Operating lease liabilities
|
(20,299
|
)
|
|
—
|
|
|
Accounts payable, accrued liabilities and other liabilities
|
14,464
|
|
|
(15,122
|
)
|
|
Net cash provided by operating activities
|
97,846
|
|
|
60,937
|
|
|
Investing Activities
|
|
|
|
|
Purchases of marketable securities
|
(289,100
|
)
|
|
(403,324
|
)
|
|
Maturities of marketable securities
|
397,197
|
|
|
290,000
|
|
|
Release of escrow deposit
|
28,750
|
|
|
—
|
|
|
Purchases of property, equipment and software
|
(19,214
|
)
|
|
(25,157
|
)
|
|
Other investing activities
|
276
|
|
|
34
|
|
|
Net cash provided by (used in) investing activities
|
117,909
|
|
|
(138,447
|
)
|
|
Financing Activities
|
|
|
|
|
Proceeds from issuance of common stock for employee stock-based plans
|
11,198
|
|
|
16,221
|
|
|
Repurchases of common stock
|
(397,613
|
)
|
|
(65,789
|
)
|
|
Taxes paid related to the net share settlement of equity awards
|
(22,605
|
)
|
|
(27,953
|
)
|
|
Net cash used in financing activities
|
(409,020
|
)
|
|
(77,521
|
)
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(24
|
)
|
|
209
|
|
|
Change in cash, cash equivalents and restricted cash
|
(193,289
|
)
|
|
(154,822
|
)
|
|
Cash, cash equivalents and restricted cash—Beginning of period
|
354,835
|
|
|
566,404
|
|
|
Cash, cash equivalents and restricted cash—End of period
|
$
|
161,546
|
|
|
$
|
411,582
|
|
|
Supplemental Disclosures of Other Cash Flow Information
|
|
|
|
|
Cash paid for income taxes, net of refunds
|
$
|
2,843
|
|
|
$
|
28,815
|
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
|
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities
|
$
|
2,271
|
|
|
$
|
2,294
|
|
|
Tax liability related to net share settlement of equity awards included in accrued liabilities
|
$
|
982
|
|
|
$
|
1,088
|
|
|
Repurchases of common stock recorded in accrued liabilities
|
$
|
2,381
|
|
|
$
|
—
|
|
|
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
6,325
|
|
|
$
|
—
|
|
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION
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 Condensed Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries.
Yelp connects consumers with great local businesses. Yelp's trusted local platform delivers significant value to both consumers and businesses by helping each discover and interact with the other: its content and transaction capabilities help consumers save time and money, while its advertising and other products help businesses gain visibility and engage with its large audience of purchase-oriented consumers.
Basis of Presentation
The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
, filed with the SEC on March 1, 2019 (the "Annual Report").
The unaudited condensed consolidated balance sheet as of
December 31, 2018
included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, except as set forth under "Recently Adopted Accounting Pronouncements" below.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented.
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates.
Significant Accounting Policies
Except as set forth below, there have been no material changes to the Company's significant accounting policies from those described in the Annual Report.
Leases
—The Company leases its office facilities under operating lease agreements that expire from 2019 to 2029, some of which include options to renew at the Company's sole discretion. If exercised, such options would extend the lease terms by up to
ten years
. Additionally, certain lease agreements contain options to terminate the leases, which require 6 to 12 months prior written notice to the landlord. The Company does not have any finance lease agreements.
The Company recognizes on its condensed consolidated balance sheet operating lease liabilities representing the present value of future lease payments, and an associated operating lease right-of-use asset for any operating lease with a term greater than one year. The Company recognizes the amortization of the right-of-use asset each month within lease expense. The Company has elected to take the practical expedient for short-term leases, and does not record operating lease right-of-use assets or lease liabilities associated with leases with durations of 12 months or less.
When recording the present value of lease liabilities, a discount rate is required, for which 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 for companies with the same debt rating that operate in a similar industry to the Company.
The Company does not recognize its renewal options as part of its right-of-use assets and lease liabilities until it is reasonably certain that it will exercise such renewal options.
Recently Adopted Accounting Pronouncements
Lease Accounting
—In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASC 842"). ASC 842 supersedes the previous accounting guidance for leases included within Accounting Standards Codification 840, "Leases" ("ASC 840"). The new guidance generally requires an entity to recognize on its balance sheet operating and finance lease liabilities and corresponding right-of-use assets, as well as to recognize the associated lease expenses on its statements of operations in a manner similar to that required under ASC 840.
The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with Accounting Standards Update No. 2018-11, "Targeted Improvements to ASC 842." Based on its lease portfolio in place at the time of adoption, the Company determined that a cumulative-effect adjustment to the opening balance of accumulated deficit was not needed because there was no difference between the operating lease expense recorded to its condensed consolidated statement of operations following its adoption of ASC 842 and the amount that would have been recorded under ASC 840. The Company will continue to disclose comparative reporting periods prior to January 1, 2019 under ASC 840.
The Company has elected to take the practical expedient available under ASC 842 to not record operating lease right-of-use assets or lease liabilities associated with leases with durations of 12 months or less. The Company will record those leases on a straight line basis to its consolidated statements of operations over the lease terms. The Company recorded operating lease right-of-use assets and lease liabilities for all of its leases that met the definition of a lease under ASC 842 and that had terms of greater than 12 months upon its adoption of ASC 842.
The Company has elected not to take the package of practical expedients permitted under the transition guidance within the new standard, which allows an entity to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and treatment of initial direct costs for any existing leases. Additionally, the Company did not elect the hindsight practical expedient to determine the lease terms for existing leases.
The most significant changes as a result of ASC 842 were the Company's recognition on its condensed consolidated balance sheet upon adoption on January 1, 2019 of operating lease right-of-use assets of
$233.0 million
, current operating lease liabilities of
$55.2 million
and long-term operating lease liabilities of
$212.5 million
. These balances consist of the Company's office lease portfolio and, to a much lesser extent, its computer equipment lease portfolio. The Company de-recognized deferred rent liabilities associated with its office lease portfolio of
$34.8 million
upon adoption.
Callable Debt Securities
—In March 2017, the FASB issued Accounting Standards Update No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"). This new guidance requires entities to amortize purchased callable debt securities held at a premium to the earliest call date. The Company adopted ASU 2017-08 effective January 1, 2019 using the modified retrospective method. The Company does not hold any callable debt securities at a premium upon the adoption date, and, accordingly, no adjustment to opening retained earnings was required.
Non-employee Share-Based Payment Accounting
—In June 2018, the FASB issued Accounting Standards Update No. 2018-07, "Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting" ("ASU 2018-07"). This new guidance changes the accounting for non-employee share-based payments to align with the accounting for employee stock compensation. The Company adopted ASU 2018-07 effective January 1, 2019, and the adoption did not have a material impact on its consolidated financial statements.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
—In February 2018, the FASB issued Accounting Standards Update No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"). This new guidance permits a company to reclassify the income tax effects of the U.S. Tax Cuts and Jobs Act on items within accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company adopted ASU 2018-02 effective January 1, 2019 and elected to not reclassify the income tax effects of the U.S. Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings.
Recent Accounting Pronouncements Not Yet Effective
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected based on historical events, current conditions and forecast information. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). This new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new standard, entities will perform goodwill impairment tests by comparing fair value of a reporting unit with its carrying amount, and will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.
In August 2018, the FASB issued Accounting Standards Update No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" (“ASU 2018-13”), which amends Accounting Standards Codification 820, "Fair Value Measurement." ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact of ASU 2018-13 on its consolidated financial statements.
In August 2018, the FASB issued Accounting Standards Update No. 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract" ("ASU 2018-15"). This new guidance requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. ASU 2018-15 generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently assessing the impact of ASU 2018-15 on its consolidated financial statements.
2. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash, cash equivalents and restricted cash as of
June 30, 2019
and
December 31, 2018
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Cash
|
$
|
36,092
|
|
|
$
|
81,055
|
|
|
Cash equivalents
|
103,372
|
|
|
251,709
|
|
|
Total cash and cash equivalents
|
$
|
139,464
|
|
|
$
|
332,764
|
|
|
Restricted cash
|
22,082
|
|
|
22,071
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
161,546
|
|
|
$
|
354,835
|
|
As of
June 30, 2019
and
December 31, 2018
, the Company had letters of credit collateralized fully by bank deposits that totaled
$22.1 million
and
$22.1 million
, respectively. These letters of credit primarily relate to lease agreements for certain of the Company’s offices, which are required to be maintained and issued to the landlords of each facility. Each letter of credit is subject to renewal annually until the applicable lease expires. As the bank deposits have restrictions on their use, they are classified as restricted cash on the Company's condensed consolidated balance sheets.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s investments in money market accounts are recorded as cash equivalents at fair value on the condensed consolidated balance sheets. All other financial instruments are classified as held-to-maturity investments and, accordingly, are recorded at amortized cost; however, the Company is required to determine the fair value of these investments on a recurring basis to identify any potential impairment. The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy:
Level 1
—Observable inputs, such as quoted prices in active markets,
Level 2
—Inputs other than quoted prices in active markets that are observable either directly or indirectly, or
Level 3
—Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions.
This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fair value. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Company’s commercial paper, corporate bonds, U.S. government bonds and agency bonds are classified within Level 2 of the fair value hierarchy because they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly.
The following table represents the fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis and those held-to-maturity, as of
June 30, 2019
and
December 31, 2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
88,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,391
|
|
|
$
|
221,173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221,173
|
|
|
Commercial paper
|
—
|
|
|
14,979
|
|
|
—
|
|
|
14,979
|
|
|
—
|
|
|
30,536
|
|
|
—
|
|
|
30,536
|
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
—
|
|
|
142,140
|
|
|
—
|
|
|
142,140
|
|
|
—
|
|
|
175,070
|
|
|
—
|
|
|
175,070
|
|
|
Corporate bonds
|
—
|
|
|
111,986
|
|
|
—
|
|
|
111,986
|
|
|
—
|
|
|
131,496
|
|
|
—
|
|
|
131,496
|
|
|
Agency bonds
|
—
|
|
|
64,551
|
|
|
—
|
|
|
64,551
|
|
|
—
|
|
|
50,846
|
|
|
—
|
|
|
50,846
|
|
|
U.S. government bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,502
|
|
|
—
|
|
|
65,502
|
|
|
Total cash equivalents and marketable securities
|
$
|
88,391
|
|
|
$
|
333,656
|
|
|
$
|
—
|
|
|
$
|
422,047
|
|
|
$
|
221,173
|
|
|
$
|
453,450
|
|
|
$
|
—
|
|
|
$
|
674,623
|
|
4. MARKETABLE SECURITIES
The amortized cost, gross unrealized gains and losses, and fair value of marketable securities classified as held-to-maturity as of
June 30, 2019
and
December 31, 2018
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
Commercial paper
|
$
|
14,981
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
14,979
|
|
|
Total cash equivalents
|
14,981
|
|
|
—
|
|
|
(2
|
)
|
|
14,979
|
|
|
Short-term marketable securities:
|
|
|
|
|
|
|
|
|
Commercial paper
|
142,052
|
|
|
90
|
|
|
(2
|
)
|
|
142,140
|
|
|
Corporate bonds
|
82,212
|
|
|
157
|
|
|
—
|
|
|
82,369
|
|
|
Agency bonds
|
48,490
|
|
|
100
|
|
|
—
|
|
|
48,590
|
|
|
Total short-term marketable securities
|
272,754
|
|
|
347
|
|
|
(2
|
)
|
|
273,099
|
|
|
Long-term marketable securities:
|
|
|
Corporate bonds
|
29,470
|
|
|
147
|
|
|
—
|
|
|
29,617
|
|
|
Agency bonds
|
15,909
|
|
|
52
|
|
|
—
|
|
|
15,961
|
|
|
Total long-term marketable securities
|
45,379
|
|
|
199
|
|
|
—
|
|
|
45,578
|
|
|
Total marketable securities
|
$
|
333,114
|
|
|
$
|
546
|
|
|
$
|
(4
|
)
|
|
$
|
333,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
Commercial paper
|
$
|
30,536
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,536
|
|
|
Total cash equivalents
|
30,536
|
|
|
—
|
|
|
—
|
|
|
30,536
|
|
|
Short-term marketable securities:
|
|
|
|
|
|
|
|
|
Commercial paper
|
175,070
|
|
|
—
|
|
|
—
|
|
|
175,070
|
|
|
Corporate bonds
|
131,626
|
|
|
8
|
|
|
(138
|
)
|
|
131,496
|
|
|
U.S. government bonds
|
65,513
|
|
|
—
|
|
|
(11
|
)
|
|
65,502
|
|
|
Agency bonds
|
50,887
|
|
|
—
|
|
|
(41
|
)
|
|
50,846
|
|
|
Total short-term marketable securities
|
423,096
|
|
|
8
|
|
|
(190
|
)
|
|
422,914
|
|
|
Total marketable securities
|
$
|
453,632
|
|
|
$
|
8
|
|
|
$
|
(190
|
)
|
|
$
|
453,450
|
|
The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of
June 30, 2019
and
December 31, 2018
, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Commercial paper
|
$
|
31,460
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,460
|
|
|
$
|
(4
|
)
|
|
Total
|
$
|
31,460
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,460
|
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
|
|
Fair
Value
|
|
Unrealized Loss
|
|
Fair
Value
|
|
Unrealized Loss
|
|
Fair
Value
|
|
Unrealized Loss
|
|
Corporate bonds
|
$
|
121,566
|
|
|
$
|
(138
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121,566
|
|
|
$
|
(138
|
)
|
|
U.S. government bonds
|
65,502
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
65,502
|
|
|
(11
|
)
|
|
Agency bonds
|
50,846
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
50,846
|
|
|
(41
|
)
|
|
Total
|
$
|
237,914
|
|
|
$
|
(190
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
237,914
|
|
|
$
|
(190
|
)
|
The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration, severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of credit losses. During the three and six months ended
June 30, 2019
and
2018
, the Company did not recognize any other-than-temporary impairment losses.
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of
June 30, 2019
and
December 31, 2018
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Prepaid expenses
|
$
|
13,858
|
|
|
$
|
9,436
|
|
|
Other current assets
|
9,480
|
|
|
7,668
|
|
|
Total prepaid expenses and other current assets
|
$
|
23,338
|
|
|
$
|
17,104
|
|
6. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net as of
June 30, 2019
and
December 31, 2018
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Capitalized website and internal-use software development costs
|
$
|
124,714
|
|
|
$
|
108,590
|
|
|
Leasehold improvements
|
85,999
|
|
|
83,811
|
|
|
Computer equipment
|
42,368
|
|
|
40,801
|
|
|
Furniture and fixtures
|
18,269
|
|
|
17,839
|
|
|
Telecommunication
|
4,750
|
|
|
4,691
|
|
|
Software
|
1,691
|
|
|
1,651
|
|
|
Total
|
277,791
|
|
|
257,383
|
|
|
Less accumulated depreciation
|
(163,686
|
)
|
|
(142,583
|
)
|
|
Property, equipment and software, net
|
$
|
114,105
|
|
|
$
|
114,800
|
|
Depreciation expense was approximately
$11.3 million
and
$9.6 million
for the three months ended
June 30, 2019
and
2018
, respectively, and approximately
$22.3 million
and
$18.8 million
for the
six
months ended
June 30, 2019
and
2018
, respectively.
7. 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 as of August 31, 2018 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.
The changes in carrying amount of goodwill during the
six
months ended
June 30, 2019
were as follows (in thousands):
|
|
|
|
|
|
|
|
Balance as of December 31, 2018
|
$
|
105,620
|
|
|
Effect of currency translation
|
(307
|
)
|
|
Balance as of June 30, 2019
|
$
|
105,313
|
|
Intangible assets at
June 30, 2019
and
December 31, 2018
consisted of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Life
|
|
Business relationships
|
$
|
9,918
|
|
|
$
|
(2,354
|
)
|
|
$
|
7,564
|
|
|
9.0
|
years
|
|
Developed technology
|
7,832
|
|
|
(4,321
|
)
|
|
3,511
|
|
|
2.7
|
years
|
|
Content
|
3,855
|
|
|
(3,787
|
)
|
|
68
|
|
|
0.3
|
years
|
|
Domains and data licenses
|
2,869
|
|
|
(2,605
|
)
|
|
264
|
|
|
1.4
|
years
|
|
Trademarks
|
877
|
|
|
(725
|
)
|
|
152
|
|
|
0.7
|
years
|
|
User relationships
|
146
|
|
|
(117
|
)
|
|
29
|
|
|
0.7
|
years
|
|
Total
|
$
|
25,497
|
|
|
$
|
(13,909
|
)
|
|
$
|
11,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Life
|
|
Business relationships
|
$
|
9,918
|
|
|
$
|
(1,868
|
)
|
|
$
|
8,050
|
|
|
9.4
|
years
|
|
Developed technology
|
7,832
|
|
|
(3,562
|
)
|
|
4,270
|
|
|
3.1
|
years
|
|
Content
|
3,873
|
|
|
(3,696
|
)
|
|
177
|
|
|
0.8
|
years
|
|
Domain and data licenses
|
2,869
|
|
|
(2,359
|
)
|
|
510
|
|
|
1.5
|
years
|
|
Trademarks
|
877
|
|
|
(579
|
)
|
|
298
|
|
|
1.2
|
years
|
|
User relationships
|
146
|
|
|
(92
|
)
|
|
54
|
|
|
1.2
|
years
|
|
Total
|
$
|
25,515
|
|
|
$
|
(12,156
|
)
|
|
$
|
13,359
|
|
|
|
|
Amortization expense was
$0.9 million
and
$0.9 million
for the three months ended
June 30, 2019
and
2018
, respectively, and
$1.8 million
and
$1.8 million
for the
six
months ended
June 30, 2019
and
2018
, respectively. As of
June 30, 2019
, the estimated future amortization of purchased intangible assets for (i) the remaining six months of
2019
, (ii) each of the succeeding five years, and (iii) thereafter was as follows (in thousands):
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
Amount
|
|
2019 (from July 1, 2019)
|
|
$
|
1,506
|
|
|
2020
|
|
2,402
|
|
|
2021
|
|
2,262
|
|
|
2022
|
|
1,045
|
|
|
2023
|
|
714
|
|
|
2024
|
|
708
|
|
|
Thereafter
|
|
2,951
|
|
|
Total amortization
|
|
$
|
11,588
|
|
8. LEASES
The components of lease cost as of
June 30, 2019
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, 2019
|
|
Six Months Ended
June 30, 2019
|
|
Operating lease cost
|
$
|
13,643
|
|
|
$
|
27,334
|
|
|
Short-term lease cost (12 months or less)
|
348
|
|
|
647
|
|
|
Sublease income
|
(813
|
)
|
|
(1,289
|
)
|
|
Total lease cost, net
|
$
|
13,178
|
|
|
$
|
26,692
|
|
The Company will continue to disclose comparative reporting periods prior to January 1, 2019 under ASC 840.
During the three and six months ended June 30, 2018, the Company recognized rent expense on a straight-line basis over the lease period. Rent expense was
$12.0 million
and
$24.0 million
for the three and six months ended June 30,
2018
, respectively.
The Company has subleased certain office facilities under operating lease agreements that expire in 2025. The sublease agreements do not contain any options to renew. The Company recognizes sublease rental income as a reduction in rent expense on a straight-line basis over the lease period. Sublease rental income was
$0.5 million
and
$1.2 million
for the three and six months ended June 30,
2018
.
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 was not required to exercise any judgment in determining such allocations. The Company's leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants which would limit or prevent the Company's right to obtain substantially all of economic benefits from use of the respective assets during the lease term.
Supplemental cash flow information related to leases for the six months ended June 30, 2019 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
$
|
27,927
|
|
As of June 30, 2019, maturities of lease liabilities for (i) the remaining six months of
2019
, (ii) each of the succeeding five years, and (iii) thereafter were as follows (in thousands):
|
|
|
|
|
|
|
|
Year Ending December 31,
|
Operating
Leases
|
|
2019 (from July 1, 2019)
|
$
|
28,791
|
|
|
2020
|
59,014
|
|
|
2021
|
52,063
|
|
|
2022
|
44,712
|
|
|
2023
|
41,652
|
|
|
2024
|
39,420
|
|
|
Thereafter
|
37,112
|
|
|
Total minimum lease payments
|
302,764
|
|
|
Less imputed interest
|
48,992
|
|
|
Present value of lease liabilities
|
$
|
253,772
|
|
As of December 31, 2018, maturities of lease liabilities for (i) each of the succeeding five years and (ii) thereafter were as follows (in thousands):
|
|
|
|
|
|
|
|
Year Ending December 31,
|
Operating
Leases
|
|
2019
|
$
|
56,703
|
|
|
2020
|
59,009
|
|
|
2021
|
51,429
|
|
|
2022
|
43,603
|
|
|
2023
|
40,517
|
|
|
Thereafter
|
69,980
|
|
|
Total minimum lease payments
|
$
|
321,241
|
|
As of June 30, 2019, the weighted-average remaining lease term and weighted-average discount rate were as follows:
|
|
|
|
|
|
|
|
June 30, 2019
|
|
Weighted-average remaining lease term (years) — operating leases
|
5.97
|
|
|
Weighted-average discount rate — operating leases
|
6.04
|
%
|
9. OTHER NON-CURRENT ASSETS
Other non-current assets as of
June 30, 2019
and
December 31, 2018
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Deferred tax assets
|
$
|
20,354
|
|
|
$
|
17,240
|
|
|
Deferred contract costs
|
12,614
|
|
|
12,345
|
|
|
Escrow deposit
|
—
|
|
|
28,750
|
|
|
Other non-current assets
|
2,912
|
|
|
1,109
|
|
|
Total other non-current assets
|
$
|
35,880
|
|
|
$
|
59,444
|
|
The escrow deposit as of December 31, 2018 consisted of the funds held in escrow in connection with the Company's sale of its wholly owned subsidiary, Eat24, LLC ("Eat24") to Grubhub Holdings Inc. ("Purchaser") in October 2017. A portion of the purchase price was held in escrow for an initial 18-month period after closing to secure the Purchaser's rights of indemnification in the transaction. Following the expiration of the escrow period in April 2019, the deposit was released to the Company.
Deferred contract costs as of
June 30, 2019
and
December 31, 2018
, and changes in deferred contract costs during the
six
months ended
June 30, 2019
, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2019
|
|
Balance, beginning of period
|
$
|
12,345
|
|
|
Add: costs deferred on new contracts
|
5,755
|
|
|
Less: amortization recorded in sales and marketing expenses
|
(5,486
|
)
|
|
Balance, end of period
|
$
|
12,614
|
|
10. CONTRACT BALANCES
The allowance for doubtful accounts as of
June 30, 2019
and 2018 and changes in the allowance for doubtful accounts during the
six
months ended
June 30, 2019
and 2018 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
2019
|
|
2018
|
|
Balance, beginning of period
|
$
|
8,685
|
|
|
$
|
8,602
|
|
|
Add: provision for doubtful accounts
|
8,716
|
|
|
12,918
|
|
|
Less: write-offs, net of recoveries
|
(10,536
|
)
|
|
(12,160
|
)
|
|
Balance, end of period
|
$
|
6,865
|
|
|
$
|
9,360
|
|
Contract liabilities consist of deferred revenue, which is recorded on the consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.
As of
June 30, 2019
, deferred revenue was
$4.6 million
, the majority of which is expected to be recognized as revenue in the subsequent three-month period ending September 30, 2019. Changes in deferred revenue during the
six
months ended
June 30, 2019
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2019
|
|
Balance, beginning of period
|
$
|
3,843
|
|
|
Less: recognition of deferred revenue from beginning balance
|
(3,196
|
)
|
|
Add: net increase in current period contract liabilities
|
3,970
|
|
|
Balance, end of period
|
$
|
4,617
|
|
The net increase in contract liabilities primarily relates to new contracts with customers during the periods presented. No other contract assets or liabilities are recorded on the Company's condensed consolidated balance sheets as of
June 30, 2019
and
December 31, 2018
.
11. ACCRUED LIABILITIES
Accrued liabilities as of
June 30, 2019
and
December 31, 2018
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Accrued employee compensation and related
|
$
|
41,698
|
|
|
$
|
21,580
|
|
|
Accrued tax liabilities
|
7,747
|
|
|
5,491
|
|
|
Accrued cost of revenue
|
4,097
|
|
|
5,463
|
|
|
Accrued sales and marketing expenses
|
3,810
|
|
|
4,536
|
|
|
Accrued share repurchases costs
|
2,381
|
|
|
—
|
|
|
Other accrued liabilities
|
11,975
|
|
|
17,452
|
|
|
Total accrued liabilities
|
$
|
71,708
|
|
|
$
|
54,522
|
|
12. LONG-TERM LIABILITIES
Long-term liabilities as of
June 30, 2019
and
December 31, 2018
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
December 31,
2018
|
|
Deferred rent
|
$
|
—
|
|
|
$
|
31,253
|
|
|
Other long-term liabilities
|
3,999
|
|
|
3,887
|
|
|
Total long-term liabilities
|
$
|
3,999
|
|
|
$
|
35,140
|
|
The Company de-recognized the deferred rent balance as of December 31, 2018 upon its adoption of ASC 842 on January 1, 2019 (see
Note 1
).
13. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
—In January 2018, a putative class action lawsuit alleging violations of the federal securities laws was filed in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of its officers. The complaint, which the plaintiff amended on June 25, 2018, alleges violations of the Exchange Act by the Company and its officers for allegedly making materially false and misleading statements regarding its business and operations on February 9, 2017. The plaintiff seeks unspecified monetary damages and other relief. On August 2, 2018, the Company and the other defendants filed a motion to dismiss the amended complaint, which the court granted in part and denied in part on November 27, 2018. The case remains pending. Due to the preliminary nature of this lawsuit, the Company is unable to reasonably estimate either the probability of incurring a loss or an estimated range of such loss, if any, from the lawsuit.
The Company is subject to other legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these other matters will have a material 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 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 financial position, results of operations or cash flows.
14. STOCKHOLDERS’ EQUITY
The following table presents the number of shares authorized and issued as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
|
Shares Authorized
|
|
Shares Issued
|
|
Shares Authorized
|
|
Shares Issued
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.000001 par value
|
200,000,000
|
|
|
71,931,789
|
|
|
200,000,000
|
|
|
81,996,839
|
|
|
Undesignated Preferred Stock
|
10,000,000
|
|
|
—
|
|
|
10,000,000
|
|
|
—
|
|
Stock Repurchase Program
On
July 31, 2017
, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to
$200.0 million
of its outstanding common stock. This program was completed on
November 16, 2018
. On
November 27, 2018
, the Company's board of directors authorized the Company to repurchase up to an additional
$250.0 million
of its outstanding common stock, which it subsequently increased by an additional
$250.0 million
on February 11, 2019, bringing the total amount of repurchases authorized under its stock repurchase program to
$500.0 million
. 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
six
months ended
June 30, 2019
, the Company repurchased on the open market
11,690,224
shares for an aggregate purchase price of
$397.6 million
, of which
11,510,446
shares were retired. As of
June 30, 2019
, the Company had a treasury stock balance of
179,778
shares, which were excluded from its outstanding share count as of such date and subsequently retired in July 2019.
During the
six
months ended
June 30, 2018
, the Company repurchased on the open market and retired
1,592,557
shares for an aggregate purchase price of
$65.8 million
. The Company had
no
treasury stock balance as of
June 30, 2018
.
Equity Incentive Plans
The Company has outstanding awards under
three
equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the "2005 Plan"), the 2011 Equity Incentive Plan (the "2011 Plan") and the 2012 Equity Incentive Plan, as amended (the "2012 Plan"). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering ("IPO"), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards have been or will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units ("RSUs"), restricted stock awards, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants.
Stock Options
Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock at date of grant. Options granted to date generally vest over a
three
- or
four
-year period, on one of
four
schedules: (a)
25%
vesting at the end of one year and the remaining shares vesting monthly thereafter; (b)
10%
vesting over the first year,
20%
vesting over the second year,
30%
vesting over the third year and
40%
vesting over the fourth year; (c) ratably on a monthly basis; or (d)
35%
vesting over the first year,
40%
vesting over the second year and
25%
vesting over the third year. Options granted are generally exercisable for contractual terms of up to
10 years
. The Company issues new shares when stock options are exercised.
A summary of stock option activity for the
six
months ended
June 30, 2019
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Outstanding at December 31, 2018
|
6,818,682
|
|
|
$
|
24.54
|
|
|
5.11
|
|
$
|
88,983
|
|
|
Granted
|
662,150
|
|
|
36.06
|
|
|
|
|
|
|
Exercised
|
(173,956
|
)
|
|
21.08
|
|
|
|
|
|
|
Canceled
|
(108,803
|
)
|
|
47.03
|
|
|
|
|
|
|
Outstanding at June 30, 2019
|
7,198,073
|
|
|
$
|
25.38
|
|
|
4.86
|
|
$
|
82,414
|
|
|
Options vested and exercisable at June 30, 2019
|
5,782,914
|
|
|
$
|
22.55
|
|
|
3.93
|
|
$
|
80,977
|
|
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
$2.0 million
and
$4.8 million
for the
three months ended June 30, 2019
and
2018
, respectively, and
$2.8 million
and
$12.8 million
for the
six
months ended
|