UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
______________________________________________________________________________________________________ | | | | | | | | |
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 20222023
OR | | | | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition period from to
Commission file number: 001-35444
YELP INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________________________________________________________ | | | | | |
Delaware | 20-1854266 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
350 Mission Street, 10th Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
(415) 908-3801
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common Stock, par value $0.000001 per share | | YELP | | New York Stock Exchange LLC |
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. | | | | | | | | | | | |
Large accelerated filer | ☑ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
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 November 1, 2022,October 27, 2023, there were 69,702,30968,472,771 shares outstanding of the registrant’s common stock, par value $0.000001 per share.
YELP INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS | | | | | | | | |
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Part I. | | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
Part II. | | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
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. All statements contained in this Quarterly Report that are not purely historical, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, 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 may include, but are not limited to, statements about:
•our financial performance, including our revenue, operating expenses and margins, as well as our ability to maintain profitability;
•our ability to maintain and expand our advertiser base;
•our strategic initiatives to support revenue growth and margin expansion;
•our investment plans and priorities, including planned investments in product development, marketing and our sales channels, as well as our ability to execute against those priorities and the results thereof;
•our ability to operate with a distributed workforce as well as the benefits and costs thereof;
•trends and expectations regarding customer and revenue retention;
•trends and expectations regarding our key metrics, including consumer traffic and engagement and the opportunity they present for growth;
•our liquidity and working capital requirements; and
•our plans with respect to our stock repurchase program.
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 I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 20212022 (the “Annual Report”), as updated by Part II, Item 1A of this Quarterly Report, and elsewhere in this Quarterly Report, such as:
•our ability to accurately forecast revenue and appropriately plan expenses;
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” in this Quarterly Report and in our Annual Report for information on how we define our key metrics. Unless otherwise stated, these metrics do not include metrics from subscription products 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, ad clicks, average cost-per-click and active claimed local business locations, 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 par value)
(Unaudited)
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Assets | Assets | | | | Assets | | | |
Current assets: | Current assets: | | Current assets: | |
Cash and cash equivalents | Cash and cash equivalents | $ | 330,970 | | | $ | 479,783 | | Cash and cash equivalents | $ | 305,103 | | | $ | 306,379 | |
Short-term marketable securities | Short-term marketable securities | 90,871 | | | — | | Short-term marketable securities | 121,468 | | | 94,244 | |
Accounts receivable (net of allowance for doubtful accounts of $8,739 and $7,153 at September 30, 2022 and December 31, 2021, respectively) | 127,232 | | | 107,358 | | |
Accounts receivable (net of allowance for doubtful accounts of $10,889 and $9,277 at September 30, 2023 and December 31, 2022, respectively) | | Accounts receivable (net of allowance for doubtful accounts of $10,889 and $9,277 at September 30, 2023 and December 31, 2022, respectively) | 159,633 | | | 131,902 | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets | 74,028 | | | 57,536 | | Prepaid expenses and other current assets | 39,735 | | | 63,467 | |
Total current assets | Total current assets | 623,101 | | | 644,677 | | Total current assets | 625,939 | | | 595,992 | |
Property, equipment and software, net | Property, equipment and software, net | 78,699 | | | 83,857 | | Property, equipment and software, net | 72,373 | | | 77,224 | |
Operating lease right-of-use assets | Operating lease right-of-use assets | 104,412 | | | 140,785 | | Operating lease right-of-use assets | 72,098 | | | 97,392 | |
Goodwill | Goodwill | 98,256 | | | 105,128 | | Goodwill | 101,927 | | | 102,328 | |
Intangibles, net | Intangibles, net | 9,338 | | | 10,673 | | Intangibles, net | 7,977 | | | 8,997 | |
Restricted cash | 1,146 | | | 858 | | |
| Other non-current assets | Other non-current assets | 115,382 | | | 64,550 | | Other non-current assets | 147,004 | | | 133,989 | |
Total assets | Total assets | $ | 1,030,334 | | | $ | 1,050,528 | | Total assets | $ | 1,027,318 | | | $ | 1,015,922 | |
Liabilities and Stockholders' Equity | Liabilities and Stockholders' Equity | | | | Liabilities and Stockholders' Equity | | | |
Current liabilities: | Current liabilities: | | Current liabilities: | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | $ | 150,804 | | | $ | 119,620 | | Accounts payable and accrued liabilities | $ | 143,889 | | | $ | 137,950 | |
Operating lease liabilities — current | Operating lease liabilities — current | 40,177 | | | 40,237 | | Operating lease liabilities — current | 38,733 | | | 39,674 | |
Deferred revenue | Deferred revenue | 8,403 | | | 4,156 | | Deferred revenue | 7,064 | | | 5,200 | |
Total current liabilities | Total current liabilities | 199,384 | | | 164,013 | | Total current liabilities | 189,686 | | | 182,824 | |
Operating lease liabilities — long-term | Operating lease liabilities — long-term | 95,139 | | | 127,979 | | Operating lease liabilities — long-term | 57,527 | | | 86,661 | |
Other long-term liabilities | Other long-term liabilities | 34,433 | | | 7,218 | | Other long-term liabilities | 40,531 | | | 36,113 | |
Total liabilities | Total liabilities | 328,956 | | | 299,210 | | Total liabilities | 287,744 | | | 305,598 | |
Commitments and contingencies (Note 12) | Commitments and contingencies (Note 12) | | | | Commitments and contingencies (Note 12) | | | |
Stockholders' equity: | Stockholders' equity: | | Stockholders' equity: | |
Common stock, $0.000001 par value — 200,000 shares authorized, 70,399 shares issued and outstanding at September 30, 2022, and 72,171 shares issued and outstanding at December 31, 2021 | — | | | — | | |
Common stock, $0.000001 par value — 200,000 shares authorized, 68,962 shares issued and outstanding at September 30, 2023, and 69,797 shares issued and outstanding at December 31, 2022 | | Common stock, $0.000001 par value — 200,000 shares authorized, 68,962 shares issued and outstanding at September 30, 2023, and 69,797 shares issued and outstanding at December 31, 2022 | — | | | — | |
Additional paid-in capital | Additional paid-in capital | 1,615,970 | | | 1,522,572 | | Additional paid-in capital | 1,757,174 | | | 1,649,692 | |
| Treasury stock | | Treasury stock | (267) | | | — | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss | (20,624) | | | (11,090) | | Accumulated other comprehensive loss | (15,278) | | | (15,545) | |
Accumulated deficit | Accumulated deficit | (893,968) | | | (760,164) | | Accumulated deficit | (1,002,055) | | | (923,823) | |
Total stockholders' equity | Total stockholders' equity | 701,378 | | | 751,318 | | Total stockholders' equity | 739,574 | | | 710,324 | |
Total liabilities and stockholders' equity | Total liabilities and stockholders' equity | $ | 1,030,334 | | | $ | 1,050,528 | | Total liabilities and stockholders' equity | $ | 1,027,318 | | | $ | 1,015,922 | |
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
Net revenue | Net revenue | $ | 308,891 | | | $ | 269,155 | | | $ | 884,403 | | | $ | 758,439 | | Net revenue | $ | 345,122 | | | $ | 308,891 | | | $ | 994,686 | | | $ | 884,403 | |
Costs and expenses: | Costs and expenses: | | Costs and expenses: | |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | Cost of revenue (exclusive of depreciation and amortization shown separately below) | 26,805 | | | 21,185 | | | 77,222 | | | 54,052 | | Cost of revenue (exclusive of depreciation and amortization shown separately below) | 28,370 | | | 26,805 | | | 84,613 | | | 77,222 | |
Sales and marketing | Sales and marketing | 133,061 | | | 114,295 | | | 388,570 | | | 340,845 | | Sales and marketing | 137,703 | | | 133,061 | | | 424,308 | | | 388,570 | |
Product development | Product development | 75,803 | | | 69,402 | | | 233,336 | | | 206,089 | | Product development | 81,020 | | | 75,803 | | | 254,247 | | | 233,336 | |
General and administrative | General and administrative | 48,381 | | | 30,001 | | | 126,141 | | | 106,957 | | General and administrative | 45,695 | | | 48,381 | | | 145,609 | | | 126,141 | |
Depreciation and amortization | Depreciation and amortization | 11,417 | | | 12,627 | | | 34,165 | | | 38,543 | | Depreciation and amortization | 10,461 | | | 11,417 | | | 31,881 | | | 34,165 | |
Restructuring | — | | | — | | | — | | | 32 | | |
| Total costs and expenses | Total costs and expenses | 295,467 | | | 247,510 | | | 859,434 | | | 746,518 | | Total costs and expenses | 303,249 | | | 295,467 | | | 940,658 | | | 859,434 | |
Income from operations | Income from operations | 13,424 | | | 21,645 | | | 24,969 | | | 11,921 | | Income from operations | 41,873 | | | 13,424 | | | 54,028 | | | 24,969 | |
Other income, net | Other income, net | 2,691 | | | 331 | | | 4,947 | | | 1,578 | | Other income, net | 6,154 | | | 2,691 | | | 17,264 | | | 4,947 | |
Income before income taxes | Income before income taxes | 16,115 | | | 21,976 | | | 29,916 | | | 13,499 | | Income before income taxes | 48,027 | | | 16,115 | | | 71,292 | | | 29,916 | |
Provision for (benefit from) income taxes | 7,007 | | | 3,911 | | | 13,714 | | | (2,982) | | |
(Benefit from) provision for income taxes | | (Benefit from) provision for income taxes | (10,189) | | | 7,007 | | | (475) | | | 13,714 | |
Net income attributable to common stockholders | Net income attributable to common stockholders | $ | 9,108 | | | $ | 18,065 | | | $ | 16,202 | | | $ | 16,481 | | Net income attributable to common stockholders | $ | 58,216 | | | $ | 9,108 | | | $ | 71,767 | | | $ | 16,202 | |
Net income per share attributable to common stockholders | Net income per share attributable to common stockholders | | | | | | | | Net income per share attributable to common stockholders | | | | | | | |
Basic | Basic | $ | 0.13 | | | $ | 0.24 | | | $ | 0.23 | | | $ | 0.22 | | Basic | $ | 0.84 | | | $ | 0.13 | | | $ | 1.03 | | | $ | 0.23 | |
Diluted | Diluted | $ | 0.13 | | | $ | 0.23 | | | $ | 0.22 | | | $ | 0.21 | | Diluted | $ | 0.79 | | | $ | 0.13 | | | $ | 0.98 | | | $ | 0.22 | |
Weighted-average shares used to compute net income per share attributable to common stockholders | Weighted-average shares used to compute net income per share attributable to common stockholders | | | | | | | | Weighted-average shares used to compute net income per share attributable to common stockholders | | | | | | | |
Basic | Basic | 70,630 | | | 73,904 | | | 71,158 | | | 74,647 | | Basic | 69,030 | | | 70,630 | | | 69,366 | | | 71,158 | |
Diluted | Diluted | 72,658 | | | 77,422 | | | 73,577 | | | 79,007 | | Diluted | 73,566 | | | 72,658 | | | 72,920 | | | 73,577 | |
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net income | $ | 9,108 | | | $ | 18,065 | | | $ | 16,202 | | | $ | 16,481 | |
Other comprehensive loss: | | | | | | | |
Foreign currency translation adjustments, net of tax | (4,349) | | | (1,403) | | | (8,916) | | | (2,974) | |
Unrealized loss on available-for-sale debt securities | (618) | | | — | | | (618) | | | — | |
| | | | | | | |
Other comprehensive loss | (4,967) | | | (1,403) | | | (9,534) | | | (2,974) | |
Comprehensive income | $ | 4,141 | | | $ | 16,662 | | | $ | 6,668 | | | $ | 13,507 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net income attributable to common stockholders | $ | 58,216 | | | $ | 9,108 | | | $ | 71,767 | | | $ | 16,202 | |
Other comprehensive (loss) income: | | | | | | | |
Foreign currency translation adjustments, net of tax | (1,502) | | | (4,349) | | | 429 | | | (8,916) | |
Unrealized gain (loss) on available-for-sale debt securities, net of tax | 100 | | | (618) | | | (162) | | | (618) | |
| | | | | | | |
Other comprehensive (loss) income | (1,402) | | | (4,967) | | | 267 | | | (9,534) | |
Comprehensive income | $ | 56,814 | | | $ | 4,141 | | | $ | 72,034 | | | $ | 6,668 | |
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)
| | | | Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders' Equity | | Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders' Equity |
| | Shares | | Amount | | | Shares | | Amount | |
Balance as of June 30, 2021 | 74,590 | | | $ | — | | | $ | 1,464,490 | | | $ | (4,250) | | | $ | (8,378) | | | $ | (648,398) | | | $ | 803,464 | | |
Balance as of June 30, 2022 | | Balance as of June 30, 2022 | 71,226 | | | $ | — | | | $ | 1,587,337 | | | $ | (3,138) | | | $ | (15,657) | | | $ | (849,938) | | | $ | 718,604 | |
| Issuance of common stock upon exercises of employee stock options | Issuance of common stock upon exercises of employee stock options | 68 | | | — | | | 1,220 | | | — | | | — | | | — | | | 1,220 | | Issuance of common stock upon exercises of employee stock options | 192 | | | — | | | 5,083 | | | — | | | — | | | — | | | 5,083 | |
Issuance of common stock upon vesting of restricted stock units ("RSUs") | Issuance of common stock upon vesting of restricted stock units ("RSUs") | 659 | | | — | | | — | | | — | | | — | | | — | | | — | | Issuance of common stock upon vesting of restricted stock units ("RSUs") | 688 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Stock-based compensation (inclusive of capitalized stock-based compensation) | Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 38,613 | | | — | | | — | | | — | | | 38,613 | | Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 39,750 | | | — | | | — | | | — | | | 39,750 | |
Shares withheld related to net share settlement of equity awards | — | | | — | | | (14,461) | | | — | | | — | | | — | | | (14,461) | | |
Repurchases of common stock | — | | | — | | | — | | | (63,675) | | | — | | | — | | | (63,675) | | |
Retirement of common stock | (1,665) | | | — | | | — | | | 63,755 | | | — | | | (63,755) | | | — | | |
Other comprehensive loss | — | | | — | | | — | | | — | | | (1,403) | | | — | | | (1,403) | | |
Net income | — | | | — | | | — | | | — | | | — | | | 18,065 | | | 18,065 | | |
Balance as of September 30, 2021 | 73,652 | | | $ | — | | | $ | 1,489,862 | | | $ | (4,170) | | | $ | (9,781) | | | $ | (694,088) | | | $ | 781,823 | | |
| Balance as of June 30, 2022 | 71,226 | | | $ | — | | | $ | 1,587,337 | | | $ | (3,138) | | | $ | (15,657) | | | $ | (849,938) | | | $ | 718,604 | | |
Issuance of common stock upon exercises of employee stock options | 192 | | | — | | | 5,083 | | | — | | | — | | | — | | | 5,083 | | |
Issuance of common stock upon vesting of RSUs | 688 | | | — | | | — | | | — | | | — | | | — | | | — | | |
| Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 39,750 | | | — | | | — | | | — | | | 39,750 | | |
Shares withheld related to net share settlement of equity awards | — | | | — | | | (16,200) | | | — | | | — | | | — | | | (16,200) | | |
Taxes withheld related to net share settlement of equity awards | | Taxes withheld related to net share settlement of equity awards | — | | | — | | | (16,200) | | | — | | | — | | | — | | | (16,200) | |
Repurchases of common stock | Repurchases of common stock | — | | | — | | | — | | | (50,000) | | | — | | | — | | | (50,000) | | Repurchases of common stock | — | | | — | | | — | | | (50,000) | | | — | | | — | | | (50,000) | |
Retirement of common stock | Retirement of common stock | (1,707) | | | — | | | — | | | 53,138 | | | — | | | (53,138) | | | — | | Retirement of common stock | (1,707) | | | — | | | — | | | 53,138 | | | — | | | (53,138) | | | — | |
Other comprehensive loss | Other comprehensive loss | — | | | — | | | — | | | — | | | (4,967) | | | — | | | (4,967) | | Other comprehensive loss | — | | | — | | | — | | | — | | | (4,967) | | | — | | | (4,967) | |
Net income | Net income | — | | | — | | | — | | | — | | | — | | | 9,108 | | | 9,108 | | Net income | — | | | — | | | — | | | — | | | — | | | 9,108 | | | 9,108 | |
Balance as of September 30, 2022 | Balance as of September 30, 2022 | 70,399 | | | $ | — | | | $ | 1,615,970 | | | $ | — | | | $ | (20,624) | | | $ | (893,968) | | | $ | 701,378 | | Balance as of September 30, 2022 | 70,399 | | | $ | — | | | $ | 1,615,970 | | | $ | — | | | $ | (20,624) | | | $ | (893,968) | | | $ | 701,378 | |
| Balance as of June 30, 2023 | | Balance as of June 30, 2023 | 69,287 | | | $ | — | | | $ | 1,732,909 | | | $ | (159) | | | $ | (13,876) | | | $ | (1,010,272) | | | $ | 708,602 | |
Issuance of common stock upon exercises of employee stock options | | Issuance of common stock upon exercises of employee stock options | 69 | | | — | | | 2,426 | | | — | | | — | | | — | | | 2,426 | |
Issuance of common stock upon vesting of RSUs | | Issuance of common stock upon vesting of RSUs | 821 | | | — | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock for employee stock purchase plan | | Issuance of common stock for employee stock purchase plan | 2 | | | — | | | 65 | | | — | | | — | | | — | | | 65 | |
Stock-based compensation (inclusive of capitalized stock-based compensation) | | Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 44,826 | | | — | | | — | | | — | | | 44,826 | |
Taxes withheld related to net share settlement of equity awards | | Taxes withheld related to net share settlement of equity awards | — | | | — | | | (23,052) | | | — | | | — | | | — | | | (23,052) | |
Repurchases of common stock | | Repurchases of common stock | — | | | — | | | — | | | (50,107) | | | — | | | — | | | (50,107) | |
Retirement of common stock | | Retirement of common stock | (1,217) | | | — | | | — | | | 49,999 | | | — | | | (49,999) | | | — | |
Other comprehensive loss | | Other comprehensive loss | — | | | — | | | — | | | — | | | (1,402) | | | — | | | (1,402) | |
Net income | | Net income | — | | | — | | | — | | | — | | | — | | | 58,216 | | | 58,216 | |
Balance as of September 30, 2023 | | Balance as of September 30, 2023 | 68,962 | | | $ | — | | | $ | 1,757,174 | | | $ | (267) | | | $ | (15,278) | | | $ | (1,002,055) | | | $ | 739,574 | |
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders' Equity |
| Shares | | Amount | | | | | |
Balance as of December 31, 2020 | 75,371 | | | $ | — | | | $ | 1,398,248 | | | $ | (2,964) | | | $ | (6,807) | | | $ | (533,943) | | | $ | 854,534 | |
| | | | | | | | | | | | | |
Issuance of common stock upon exercises of employee stock options | 633 | | | — | | | 8,132 | | | — | | | — | | | — | | | 8,132 | |
Issuance of common stock upon vesting of RSUs | 2,073 | | | — | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock for employee stock purchase plan | 255 | | | — | | | 8,675 | | | — | | | — | | | — | | | 8,675 | |
Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 124,306 | | | — | | | — | | | — | | | 124,306 | |
Shares withheld related to net share settlement of equity awards | — | | | — | | | (49,499) | | | — | | | — | | | — | | | (49,499) | |
Repurchases of common stock | — | | | — | | | — | | | (177,832) | | | — | | | — | | | (177,832) | |
Retirement of common stock | (4,680) | | | — | | | — | | | 176,626 | | | — | | | (176,626) | | | — | |
Other comprehensive loss | — | | | — | | | — | | | — | | | (2,974) | | | — | | | (2,974) | |
Net income | — | | | — | | | — | | | — | | | — | | | 16,481 | | | 16,481 | |
Balance as of September 30, 2021 | 73,652 | | | $ | — | | | $ | 1,489,862 | | | $ | (4,170) | | | $ | (9,781) | | | $ | (694,088) | | | $ | 781,823 | |
| | | | | | | | | | | | | |
Balance as of December 31, 2021 | 72,171 | | | $ | — | | | $ | 1,522,572 | | | $ | — | | | $ | (11,090) | | | $ | (760,164) | | | $ | 751,318 | |
Issuance of common stock upon exercises of employee stock options | 280 | | | — | | | 7,022 | | | — | | | — | | | — | | | 7,022 | |
Issuance of common stock upon vesting of RSUs | 2,223 | | | — | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock for employee stock purchase plan | 364 | | | — | | | 9,110 | | | — | | | — | | | — | | | 9,110 | |
Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 125,741 | | | — | | | — | | | — | | | 125,741 | |
Shares withheld related to net share settlement of equity awards | — | | | — | | | (48,475) | | | — | | | — | | | — | | | (48,475) | |
Repurchases of common stock | — | | | — | | | — | | | (150,006) | | | — | | | — | | | (150,006) | |
Retirement of common stock | (4,639) | | | — | | | — | | | 150,006 | | | — | | | (150,006) | | | — | |
Other comprehensive loss | — | | | — | | | — | | | — | | | (9,534) | | | — | | | (9,534) | |
Net income | — | | | — | | | — | | | — | | | — | | | 16,202 | | | 16,202 | |
Balance as of September 30, 2022 | 70,399 | | | $ | — | | | $ | 1,615,970 | | | $ | — | | | $ | (20,624) | | | $ | (893,968) | | | $ | 701,378 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders' Equity |
| Shares | | Amount | | | | | |
Balance as of December 31, 2021 | 72,171 | | | $ | — | | | $ | 1,522,572 | | | $ | — | | | $ | (11,090) | | | $ | (760,164) | | | $ | 751,318 | |
| | | | | | | | | | | | | |
Issuance of common stock upon exercises of employee stock options | 280 | | | — | | | 7,022 | | | — | | | — | | | — | | | 7,022 | |
Issuance of common stock upon vesting of RSUs | 2,223 | | | — | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock for employee stock purchase plan | 364 | | | — | | | 9,110 | | | — | | | — | | | — | | | 9,110 | |
Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 125,741 | | | — | | | — | | | — | | | 125,741 | |
Taxes withheld related to net share settlement of equity awards | — | | | — | | | (48,475) | | | — | | | — | | | — | | | (48,475) | |
Repurchases of common stock | — | | | — | | | — | | | (150,006) | | | — | | | — | | | (150,006) | |
Retirement of common stock | (4,639) | | | — | | | — | | | 150,006 | | | — | | | (150,006) | | | — | |
Other comprehensive loss | — | | | — | | | — | | | — | | | (9,534) | | | — | | | (9,534) | |
Net income | — | | | — | | | — | | | — | | | — | | | 16,202 | | | 16,202 | |
Balance as of September 30, 2022 | 70,399 | | | $ | — | | | $ | 1,615,970 | | | $ | — | | | $ | (20,624) | | | $ | (893,968) | | | $ | 701,378 | |
| | | | | | | | | | | | | |
Balance as of December 31, 2022 | 69,797 | | | $ | — | | | $ | 1,649,692 | | | $ | — | | | $ | (15,545) | | | $ | (923,823) | | | $ | 710,324 | |
Issuance of common stock upon exercises of employee stock options | 785 | | | — | | | 17,975 | | | — | | | — | | | — | | | 17,975 | |
Issuance of common stock upon vesting of RSUs | 2,479 | | | — | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock for employee stock purchase plan | 382 | | | — | | | 10,977 | | | — | | | — | | | — | | | 10,977 | |
Stock-based compensation (inclusive of capitalized stock-based compensation) | — | | | — | | | 139,988 | | | — | | | — | | | — | | | 139,988 | |
Taxes withheld related to net share settlement of equity awards | — | | | — | | | (61,458) | | | — | | | — | | | — | | | (61,458) | |
Repurchases of common stock | — | | | — | | | — | | | (150,266) | | | — | | | — | | | (150,266) | |
Retirement of common stock | (4,481) | | | — | | | — | | | 149,999 | | | — | | | (149,999) | | | — | |
Other comprehensive income | — | | | — | | | — | | | — | | | 267 | | | — | | | 267 | |
Net income | — | | | — | | | — | | | — | | | — | | | 71,767 | | | 71,767 | |
Balance as of September 30, 2023 | 68,962 | | | $ | — | | | $ | 1,757,174 | | | $ | (267) | | | $ | (15,278) | | | $ | (1,002,055) | | | $ | 739,574 | |
See Notes to Condensed Consolidated Financial Statements.
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | Nine Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
Operating Activities | Operating Activities | | | | Operating Activities | | | |
Net income | Net income | $ | 16,202 | | | $ | 16,481 | | Net income | $ | 71,767 | | | $ | 16,202 | |
Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | |
Depreciation and amortization | Depreciation and amortization | 34,165 | | | 38,543 | | Depreciation and amortization | 31,881 | | | 34,165 | |
Provision for doubtful accounts | Provision for doubtful accounts | 18,249 | | | 9,834 | | Provision for doubtful accounts | 26,664 | | | 18,249 | |
Stock-based compensation | Stock-based compensation | 119,753 | | | 116,546 | | Stock-based compensation | 133,304 | | | 119,753 | |
Noncash lease cost | 24,962 | | | 30,676 | | |
Amortization of right-of-use assets | | Amortization of right-of-use assets | 22,848 | | | 24,962 | |
Deferred income taxes | Deferred income taxes | (41,162) | | | (6,400) | | Deferred income taxes | (8,845) | | | (41,162) | |
Amortization of deferred cost | 13,477 | | | 10,676 | | |
Amortization of deferred contract cost | | Amortization of deferred contract cost | 17,818 | | | 13,477 | |
Asset impairment | Asset impairment | 10,464 | | | 11,164 | | Asset impairment | 3,555 | | | 10,464 | |
Other adjustments, net | Other adjustments, net | 1,291 | | | 103 | | Other adjustments, net | (229) | | | 1,291 | |
Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | | Changes in operating assets and liabilities: | |
Accounts receivable | Accounts receivable | (38,130) | | | (27,279) | | Accounts receivable | (54,395) | | | (38,130) | |
Prepaid expenses and other assets | Prepaid expenses and other assets | (39,920) | | | (14,937) | | Prepaid expenses and other assets | 3,101 | | | (39,920) | |
Operating lease liabilities | Operating lease liabilities | (29,928) | | | (32,891) | | Operating lease liabilities | (30,255) | | | (29,928) | |
Accounts payable, accrued liabilities and other liabilities | Accounts payable, accrued liabilities and other liabilities | 58,413 | | | 15,219 | | Accounts payable, accrued liabilities and other liabilities | 9,896 | | | 58,413 | |
Net cash provided by operating activities | Net cash provided by operating activities | 147,836 | | | 167,735 | | Net cash provided by operating activities | 227,110 | | | 147,836 | |
Investing Activities | Investing Activities | | | | Investing Activities | | | |
Purchases of marketable securities — available-for-sale | Purchases of marketable securities — available-for-sale | (92,895) | | | — | | Purchases of marketable securities — available-for-sale | (115,388) | | | (92,895) | |
Sales and maturities of marketable securities — available-for-sale | Sales and maturities of marketable securities — available-for-sale | 1,649 | | | — | | Sales and maturities of marketable securities — available-for-sale | 89,613 | | | 1,649 | |
| Purchases of property, equipment and software | Purchases of property, equipment and software | (20,104) | | | (21,600) | | Purchases of property, equipment and software | (20,850) | | | (20,104) | |
Other investing activities | Other investing activities | 43 | | | 341 | | Other investing activities | 160 | | | 43 | |
Net cash used in investing activities | Net cash used in investing activities | (111,307) | | | (21,259) | | Net cash used in investing activities | (46,465) | | | (111,307) | |
Financing Activities | Financing Activities | | | | Financing Activities | | | |
Proceeds from issuance of common stock for employee stock-based plans | Proceeds from issuance of common stock for employee stock-based plans | 16,143 | | | 16,807 | | Proceeds from issuance of common stock for employee stock-based plans | 28,958 | | | 16,143 | |
Taxes paid related to the net share settlement of equity awards | Taxes paid related to the net share settlement of equity awards | (48,161) | | | (49,180) | | Taxes paid related to the net share settlement of equity awards | (61,142) | | | (48,161) | |
Repurchases of common stock | Repurchases of common stock | (150,006) | | | (177,832) | | Repurchases of common stock | (149,999) | | | (150,006) | |
| Payment of issuance costs for credit facility | | Payment of issuance costs for credit facility | (1,049) | | | — | |
Net cash used in financing activities | Net cash used in financing activities | (182,024) | | | (210,205) | | Net cash used in financing activities | (183,232) | | | (182,024) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3,030) | | | (137) | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | 903 | | | (3,030) | |
Change in cash, cash equivalents and restricted cash | Change in cash, cash equivalents and restricted cash | (148,525) | | | (63,866) | | Change in cash, cash equivalents and restricted cash | (1,684) | | | (148,525) | |
Cash, cash equivalents and restricted cash — Beginning of period | Cash, cash equivalents and restricted cash — Beginning of period | 480,641 | | | 596,540 | | Cash, cash equivalents and restricted cash — Beginning of period | 307,138 | | | 480,641 | |
Cash, cash equivalents and restricted cash — End of period | Cash, cash equivalents and restricted cash — End of period | $ | 332,116 | | | $ | 532,674 | | Cash, cash equivalents and restricted cash — End of period | $ | 305,454 | | | $ | 332,116 | |
Supplemental Disclosures of Other Cash Flow Information | Supplemental Disclosures of Other Cash Flow Information | | | | Supplemental Disclosures of Other Cash Flow Information | | | |
Cash paid (refund received) for income taxes, net | $ | 40,129 | | | $ | (349) | | |
Cash paid for income taxes, net | | Cash paid for income taxes, net | $ | 8,800 | | | $ | 40,129 | |
Supplemental Disclosures of Noncash Investing and Financing Activities | Supplemental Disclosures of Noncash Investing and Financing Activities | | Supplemental Disclosures of Noncash Investing and Financing Activities | |
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | $ | 6,461 | | | $ | 2,336 | | Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | $ | 1,064 | | | $ | 6,461 | |
Tax liabilities related to equity awards included in accounts payable and accrued liabilities | $ | 22 | | | $ | 23 | | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ | 50 | | | $ | 11,712 | | |
| Repurchases of common stock recorded in accounts payable and accrued liabilities | Repurchases of common stock recorded in accounts payable and accrued liabilities | $ | 2,378 | | | $ | 2,130 | | Repurchases of common stock recorded in accounts payable and accrued liabilities | $ | 2,677 | | | $ | 2,378 | |
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 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 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 Annual Report.
The unaudited condensed consolidated balance sheet as of December 31, 20212022 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. Certain prior period amounts have been reclassified to conform to the current period presentation, including reclassifying amortization of deferred costs to a separate financial statement line item within the condensed consolidated statements of cash flows and combining foreign currency adjustments and unrealized gain (loss) on available-for-sale securities into one financial statement line item, other comprehensive income (loss), on the condensed consolidated statements of stockholders’ equity.
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, judgments and assumptions that affect the reported amounts of assets and liabilities, 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. 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 condensed consolidated financial statements; therefore, actual results could differ from management’s estimates due to themacroeconomic uncertainty of the extent of the impacts of macroeconomic conditions and other factors.
Significant Accounting Policies
Except as set forth below, thereThere have been no material changes to the Company's significant accounting policies from those described in the Annual Report.
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 condensed consolidated balance sheet 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 the Company's investment strategy; such designation is reevaluated 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.
2. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash, cash equivalents and restricted cash as of September 30, 20222023 and December 31, 20212022 consisted of the following (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Cash | Cash | $ | 60,093 | | | $ | 89,407 | | Cash | $ | 96,050 | | | $ | 56,304 | |
Cash equivalents | Cash equivalents | 270,877 | | | 390,376 | | Cash equivalents | 209,053 | | | 250,075 | |
Total cash and cash equivalents | Total cash and cash equivalents | $ | 330,970 | | | $ | 479,783 | | Total cash and cash equivalents | $ | 305,103 | | | $ | 306,379 | |
Restricted cash | Restricted cash | 1,146 | | | 858 | | Restricted cash | 351 | | | 759 | |
Total cash, cash equivalents and restricted cash | Total cash, cash equivalents and restricted cash | $ | 332,116 | | | $ | 480,641 | | Total cash, cash equivalents and restricted cash | $ | 305,454 | | | $ | 307,138 | |
Restricted cash is included in other non-current assets on the Company’s condensed consolidated balance sheets.
3. 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 September 30, 2023 and December 31, 2022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2023 |
Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
|
Cash equivalents: | | | | | | | |
U.S. government securities | $ | 4,864 | | | $ | 1 | | | $ | — | | | $ | 4,865 | |
Total cash equivalents | 4,864 | | | 1 | | | — | | | 4,865 | |
Short-term marketable securities: | | | | | | | |
Certificates of deposit | 3,751 | | | — | | | — | | | 3,751 | |
Commercial paper | 1,058 | | | — | | | — | | | 1,058 | |
Corporate bonds | 22,871 | | | 7 | | | (217) | | | 22,661 | |
Agency bonds | 17,174 | | | 2 | | | (48) | | | 17,128 | |
U.S. government securities | 77,490 | | | 2 | | | (622) | | | 76,870 | |
Total short-term marketable securities | 122,344 | | | 11 | | | (887) | | | 121,468 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 127,208 | | | $ | 12 | | | $ | (887) | | | $ | 126,333 | |
|
| December 31, 2022 |
Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | 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 September 30, 2023 and December 31, 2022, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2023 |
Less Than 12 Months | | 12 Months or Greater | | Total |
Fair Value | | Unrealized Loss | Fair Value | | Unrealized Loss | Fair Value | | Unrealized Loss |
| | | | | | | | | | | |
| | | | | | | | | | | |
Corporate bonds | $ | 6,134 | | | $ | (52) | | | $ | 13,227 | | | $ | (165) | | | $ | 19,361 | | | $ | (217) | |
Agency bonds | 14,333 | | | (48) | | | — | | | — | | | 14,333 | | | (48) | |
U.S. government securities | 55,871 | | | (461) | | | 13,696 | | | (161) | | | 69,567 | | | (622) | |
Total | $ | 76,338 | | | $ | (561) | | | $ | 26,923 | | | $ | (326) | | | $ | 103,261 | | | $ | (887) | |
|
| 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) | |
As of September 30, 2023 and December 31, 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 September 30, 2023 were as follows (in thousands):
| | | | | | | | | | | |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | 72,005 | | | $ | 71,593 | |
Due in one to five years | 55,203 | | | 54,740 | |
Total | $ | 127,208 | | | $ | 126,333 | |
4. FAIR VALUE MEASUREMENTS
The Company’s investments in money market accounts are recorded as cash equivalents at fair value on the condensed consolidated balance sheets. Additionally, the Company carries its available-for-sale debt securities at fair value. See Note 4,3, "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 bondssecurities 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 September 30, 20222023 and December 31, 20212022 (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
Cash equivalents: | Cash equivalents: | | | | | | | | | | | | | | | | Cash equivalents: | | | | | | | | | | | | | | | |
Money market funds | Money market funds | $ | 269,878 | | | $ | — | | | $ | — | | | $ | 269,878 | | | $ | 390,376 | | | $ | — | | | $ | — | | | $ | 390,376 | | Money market funds | $ | 178,473 | | | $ | — | | | $ | — | | | $ | 178,473 | | | $ | 247,551 | | | $ | — | | | $ | — | | | $ | 247,551 | |
| U.S. government securities | | U.S. government securities | — | | | 4,865 | | | — | | | 4,865 | | | — | | | — | | | — | | | — | |
Commercial paper | Commercial paper | — | | | 999 | | | — | | | 999 | | | — | | | — | | | — | | | — | | Commercial paper | — | | | — | | | — | | | — | | | — | | | 2,524 | | | — | | | 2,524 | |
Marketable securities: | Marketable securities: | | Marketable securities: | |
Certificates of deposit | Certificates of deposit | — | | | 11,566 | | | — | | | 11,566 | | | — | | | — | | | — | | | — | | Certificates of deposit | — | | | 3,751 | | | — | | | 3,751 | | | — | | | 10,651 | | | — | | | 10,651 | |
Commercial paper | Commercial paper | — | | | 16,506 | | | — | | | 16,506 | | | — | | | — | | | — | | | — | | Commercial paper | — | | | 1,058 | | | — | | | 1,058 | | | — | | | 13,054 | | | — | | | 13,054 | |
Corporate bonds | Corporate bonds | — | | | 27,682 | | | — | | | 27,682 | | | — | | | — | | | — | | | — | | Corporate bonds | — | | | 22,661 | | | — | | | 22,661 | | | — | | | 32,351 | | | — | | | 32,351 | |
Agency bonds | Agency bonds | — | | | 1,898 | | | — | | | 1,898 | | | — | | | — | | | — | | | — | | Agency bonds | — | | | 17,128 | | | — | | | 17,128 | | | — | | | 2,999 | | | — | | | 2,999 | |
U.S. government bonds | — | | | 33,219 | | | — | | | 33,219 | | | — | | | — | | | — | | | — | | |
U.S. government securities | | U.S. government securities | — | | | 76,870 | | | — | | | 76,870 | | | — | | | 35,189 | | | — | | | 35,189 | |
Other investments: | Other investments: | | Other investments: | |
Certificates of deposit | Certificates of deposit | — | | | 10,000 | | | — | | | 10,000 | | | — | | | 10,000 | | | — | | | 10,000 | | Certificates of deposit | — | | | 10,000 | | | — | | | 10,000 | | | — | | | 10,000 | | | — | | | 10,000 | |
Total cash equivalents and other investments | $ | 269,878 | | | $ | 101,870 | | | $ | — | | | $ | 371,748 | | | $ | 390,376 | | | $ | 10,000 | | | $ | — | | | $ | 400,376 | | |
Total cash equivalents, marketable securities and other investments | | Total cash equivalents, marketable securities and other investments | $ | 178,473 | | | $ | 136,333 | | | $ | — | | | $ | 314,806 | | | $ | 247,551 | | | $ | 106,768 | | | $ | — | | | $ | 354,319 | |
The certificates of deposit that are categorized as other investments are reflected in prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 20222023 and December 31, 2021.2022.
The Company's long- and indefinite-lived assets, such as property, equipment and software, goodwill, and other intangible assets and right-of-use ("ROU") assets, are measured at fair value on a non-recurring basis if the assets are determined to be impaired. The Company recognized an impairment chargecharges related to right-of-use ("ROU")the write off of ROU assets and leasehold improvements associated with certain of its operating leasesoffice space that it abandoned and subleased during the threenine months ended September 30, 2022.2023 and 2022, respectively, based on the Company's determination that the fair values of these impaired assets were zero. See Note 8, "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 expected future cash flows from the subleased properties, which 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. 4. 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 September 30, 2022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
|
Cash equivalents: | | | | | | | |
Commercial paper | $ | 999 | | | $ | — | | | $ | — | | | $ | 999 | |
Total cash equivalents | 999 | | | — | | | — | | | 999 | |
Short-term marketable securities: | | | | | | | |
Certificates of deposit | 11,566 | | | — | | | — | | | 11,566 | |
Commercial paper | 16,506 | | | — | | | — | | | 16,506 | |
Corporate bonds | 28,041 | | | 7 | | | (366) | | | 27,682 | |
Agency bonds | 1,898 | | | — | | | — | | | 1,898 | |
U.S. government bonds | 33,478 | | | — | | | (259) | | | 33,219 | |
Total short-term marketable securities | 91,489 | | | 7 | | | (625) | | | 90,871 | |
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Total | $ | 92,488 | | | $ | 7 | | | $ | (625) | | | $ | 91,870 | |
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The following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2022, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands):
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| September 30, 2022 |
Less Than 12 Months | | 12 Months or Greater | | Total |
Fair Value | | Unrealized Loss | Fair Value | | Unrealized Loss | Fair Value | | Unrealized Loss |
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Corporate bonds | $ | 24,900 | | | $ | (366) | | | $ | — | | | $ | — | | | $ | 24,900 | | | $ | (366) | |
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U.S. government bonds | 28,225 | | | (259) | | | — | | | — | | | 28,225 | | | (259) | |
Total | $ | 53,125 | | | $ | (625) | | | $ | — | | | $ | — | | | $ | 53,125 | | | $ | (625) | |
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As of September 30, 2022, the Company did not recognize any credit loss related to available-for-sale marketable securities. As of December 31, 2021, the Company did not have any marketable securities and a majority of the Company's investments were in highly liquid money market funds.
The contractual maturities for marketable securities classified as available-for-sale as of September 30, 2022 were as follows (in thousands):
| | | | | | | | | | | |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | 60,050 | | | $ | 59,960 | |
Due in one to five years | 32,438 | | | 31,910 | |
Total | $ | 92,488 | | | $ | 91,870 | |
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of September 30, 20222023 and December 31, 20212022 consisted of the following (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Prepaid expenses | Prepaid expenses | $ | 16,482 | | | $ | 13,480 | | Prepaid expenses | $ | 15,846 | | | $ | 14,632 | |
Certificates of deposit | Certificates of deposit | 10,000 | | | 10,000 | | Certificates of deposit | 10,000 | | | 10,000 | |
Non-trade receivables(1) | | Non-trade receivables(1) | 4,566 | | | 31,338 | |
Other current assets | Other current assets | 47,546 | | | 34,056 | | Other current assets | 9,323 | | | 7,497 | |
Total prepaid expenses and other current assets | Total prepaid expenses and other current assets | $ | 74,028 | | | $ | 57,536 | | Total prepaid expenses and other current assets | $ | 39,735 | | | $ | 63,467 | |
Prepaid expenses included $0.7 million of short-term capitalized implementation costs related to cloud computing arrangements that are service contracts.(1) The long-term portion of capitalized cloud computing implementation costs of $1.7 million are includeddecrease in other non-current assets. The Company recorded an immaterial amount of amortization expensenon-trade receivables during the three and nine months ended September 30, 2022 and 20212023 was primarily due to the release of the remaining receivable for loss recovery related to capitalized implementation costs. the litigation described under "Legal Proceedings—Securities Class Action and Derivative Action" in Note 12, "Commitments and Contingencies."As of September 30, 2022,2023, other current assets primarily consisted of non-trade receivables, current tax receivables and deferred costs related to unsettled share repurchases.repurchases and subleases as well as short-term deposits and income taxes receivable.
6. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net as of September 30, 20222023 and December 31, 20212022 consisted of the following (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Capitalized website and internal-use software development costs | Capitalized website and internal-use software development costs | $ | 222,372 | | | $ | 202,169 | | Capitalized website and internal-use software development costs | $ | 251,774 | | | $ | 229,638 | |
Leasehold improvements(1) | Leasehold improvements(1) | 59,865 | | | 59,190 | | Leasehold improvements(1) | 57,707 | | | 60,407 | |
Computer equipment | Computer equipment | 50,076 | | | 48,264 | | Computer equipment | 48,751 | | | 50,920 | |
Furniture and fixtures | Furniture and fixtures | 11,474 | | | 12,573 | | Furniture and fixtures | 10,358 | | | 11,627 | |
Telecommunication | Telecommunication | 4,900 | | | 4,953 | | Telecommunication | 4,171 | | | 4,930 | |
Software | Software | 1,700 | | | 1,703 | | Software | 1,113 | | | 1,702 | |
Total | Total | 350,387 | | | 328,852 | | Total | 373,874 | | | 359,224 | |
Less accumulated depreciation and amortization(1) | Less accumulated depreciation and amortization(1) | (271,688) | | | (244,995) | | Less accumulated depreciation and amortization(1) | (301,501) | | | (282,000) | |
Property, equipment and software, net | Property, equipment and software, net | $ | 78,699 | | | $ | 83,857 | | Property, equipment and software, net | $ | 72,373 | | | $ | 77,224 | |
(1) The cost basisLeasehold improvements, net was reduced to reflect an impairment of $1.5$1.0 million recorded during the nine months ended September 30, 2022.2023 as a result of the Company's abandonment of certain office space. For more information, see Note 8, "Leases." Depreciation and amortization expense related to property, equipment and software was $11.0$10.2 million and $11.9$11.0 million for the three months ended September 30, 20222023 and 2021,2022, respectively, and $32.8$30.9 million and $36.4$32.8 million for the nine months ended September 30, 20222023 and 2021,2022, 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, 20222023 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 September 30, 2023 or December 31, 2022 that would more likely than not reduce the fair value of goodwill below its carrying value.
The changes in carrying amount of goodwill during the nine months ended September 30, 20222023 were as follows (in thousands):
| | | | | |
Balance as of December 31, 20212022 | $ | 105,128102,328 | |
Effect of currency translation | (6,872)(401) | |
Balance as of September 30, 20222023 | $ | 98,256101,927 | |
Intangible assets that were not fully amortized as of September 30, 20222023 and December 31, 20212022 consisted of the following (dollars in thousands):
| | | September 30, 2022 | | September 30, 2023 |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Weighted Average Remaining Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Weighted Average Remaining Life |
Business relationships | Business relationships | $ | 9,918 | | | $ | (5,373) | | | $ | 4,545 | | | 6.4 | years | Business relationships | $ | 9,918 | | | $ | (6,081) | | | $ | 3,837 | | | 5.4 years | |
Developed technology | 7,709 | | | (7,709) | | | — | | | 0.0 | years | |
| Licensing agreements | Licensing agreements | 6,129 | | | (1,344) | | | 4,785 | | | 7.4 | years | Licensing agreements | 6,129 | | | (1,989) | | | 4,140 | | | 6.4 years | |
| Domains and data licenses | Domains and data licenses | 2,869 | | | (2,861) | | | 8 | | | 0.8 | years | Domains and data licenses | 2,869 | | | (2,869) | | | — | | | 0.0 years | |
| Total | Total | $ | 26,625 | | | $ | (17,287) | | | $ | 9,338 | | | Total | $ | 18,916 | | | $ | (10,939) | | | $ | 7,977 | | | |
| | | December 31, 2021 | | December 31, 2022 |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Weighted Average Remaining Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Weighted Average Remaining Life |
Business relationships | Business relationships | $ | 9,918 | | | $ | (4,786) | | | $ | 5,132 | | | 7.1 | years | Business relationships | $ | 9,918 | | | $ | (5,550) | | | $ | 4,368 | | | 6.2 years | |
Developed technology | 7,709 | | | (7,453) | | | 256 | | | 0.2 | years | |
| Licensing agreements | Licensing agreements | 6,129 | | | (860) | | | 5,269 | | | 8.2 | years | Licensing agreements | 6,129 | | | (1,505) | | | 4,624 | | | 7.2 years | |
| Domain and data licenses | Domain and data licenses | 2,869 | | | (2,853) | | | 16 | | | 1.5 | years | Domain and data licenses | 2,869 | | | (2,864) | | | 5 | | | 0.5 years | |
| Total | Total | $ | 26,625 | | | $ | (15,952) | | | $ | 10,673 | | | Total | $ | 18,916 | | | $ | (9,919) | | | $ | 8,997 | | | |
Amortization expense related to intangible assets was $0.3 million and $0.7 million for each of the three months ended September 30, 2023 and 2022, and 2021, respectively,$1.0 million and $1.3 million and $2.1 million for the nine months ended September 30, 20222023 and 2021,2022, respectively.
As of September 30, 2022,2023, estimated future amortization expenses wereexpense was as follows (in thousands):
| | Remainder of 2022 | | $ | 341 | | |
2023 | | 1,359 | | |
Remainder of 2023 | | Remainder of 2023 | | $ | 339 | |
2024 | 2024 | | 1,353 | | 2024 | | 1,353 | |
2025 | 2025 | | 1,353 | | 2025 | | 1,353 | |
2026 | 2026 | | 1,353 | | 2026 | | 1,353 | |
2027 | 2027 | | 1,353 | | 2027 | | 1,353 | |
2028 | | 2028 | | 1,353 | |
Thereafter | Thereafter | | 2,226 | | Thereafter | | 873 | |
Total amortization | Total amortization | | $ | 9,338 | | Total amortization | | $ | 7,977 | |
8. LEASES
The components of lease cost, net for the three and nine months ended September 30, 20222023 and 20212022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Operating lease cost | $ | 10,008 | | | $ | 12,323 | | | $ | 31,174 | | | $ | 38,717 | |
Short-term lease cost (12 months or less) | 291 | | | 133 | | | 815 | | | 406 | |
Sublease income | (3,195) | | | (2,308) | | | (8,749) | | | (5,714) | |
Total lease cost, net | $ | 7,104 | | | $ | 10,148 | | | $ | 23,240 | | | $ | 33,409 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Operating lease cost | $ | 8,501 | | | $ | 10,008 | | | $ | 27,254 | | | $ | 31,174 | |
Short-term lease cost (12 months or less) | 95 | | | 291 | | | 298 | | | 815 | |
Sublease income | (3,403) | | | (3,195) | | | (10,197) | | | (8,749) | |
Total lease cost, net | $ | 5,193 | | | $ | 7,104 | | | $ | 17,355 | | | $ | 23,240 | |
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 nine months ended September 30, 20222023 and 20212022 was as follows (in thousands):
| | | Nine Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
Cash paid for amounts included in the measurement of lease liabilities: | Cash paid for amounts included in the measurement of lease liabilities: | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | Operating cash flows from operating leases | $ | 39,148 | | | $ | 41,274 | | Operating cash flows from operating leases | $ | 34,723 | | | $ | 39,148 | |
As of September 30, 2022,2023, maturities of lease liabilities were as follows (in thousands):
| | Remainder of 2022 | $ | 11,852 | | |
2023 | 45,125 | | |
Remainder of 2023 | | Remainder of 2023 | $ | 10,670 | |
2024 | 2024 | 42,432 | | 2024 | 42,638 | |
2025 | 2025 | 21,907 | | 2025 | 22,103 | |
2026 | 2026 | 6,969 | | 2026 | 7,165 | |
2027 | 2027 | 6,156 | | 2027 | 6,353 | |
2028 | | 2028 | 6,491 | |
Thereafter | Thereafter | 15,689 | | Thereafter | 9,620 | |
Total minimum lease payments | Total minimum lease payments | 150,130 | | Total minimum lease payments | 105,040 | |
Less imputed interest | Less imputed interest | (14,814) | | Less imputed interest | (8,780) | |
Present value of lease liabilities | Present value of lease liabilities | $ | 135,316 | | Present value of lease liabilities | $ | 96,260 | |
As of September 30, 20222023 and December 31, 2021,2022, the weighted-average remaining lease termsterm and weighted-average discount ratesrate were as follows:
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Weighted-average remaining lease term (years) — operating leases | Weighted-average remaining lease term (years) — operating leases | 4.2 | | 4.8 | Weighted-average remaining lease term (years) — operating leases | 3.8 | | 4.1 |
Weighted-average discount rate — operating leases | Weighted-average discount rate — operating leases | 5.3 | % | | 5.4 | % | Weighted-average discount rate — operating leases | 5.2 | % | | 5.3 | % |
DuringThe Company abandoned certain office space in San Francisco during the threenine months ended September 30, 2022, the Company2023 and entered into a sublease agreement for a portion of its office space in New York.York during the nine months ended September 30, 2022. The Company evaluated the associated ROU assetassets and leasehold improvements for impairment as a result of the abandonment and sublease in accordance with Accounting Standards Codification Topic 360, "Property,“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 under the sublease agreement to the carrying amounts of the respective ROU asset and leasehold improvements and determined that an impairment existed.
The Company compared the carrying value of the impacted assets to the fair value to determine the impairment amount. The Companyamount and recognized an impairment chargecharges of $3.6 million and $10.5 million during the threenine months ended September 30, 2023 and 2022, respectively, which isare included in general and administrative expenses on its condensed consolidated statement of operations,operations. The impairment charge during the nine months ended September 30, 2023 reduced the carrying amount of the ROU asset and leasehold improvements by $2.6 million and $1.0 million, respectively. The impairment charge during the nine months ended September 30, 2022 reduced the carrying amount of the ROU asset and leasehold improvements by $9.0 million and $1.5 million, respectively. For more information on the fair values of the ROU asset and leasehold improvements used in the impairment analysis, seeNote 3,4, "Fair Value Measurements."
9. OTHER NON-CURRENT ASSETS
Other non-current assets as of September 30, 20222023 and December 31, 20212022 consisted of the following (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Deferred tax assets | Deferred tax assets | $ | 81,612 | | | $ | 40,606 | | Deferred tax assets | $ | 106,290 | | | $ | 97,426 | |
Deferred contract costs | Deferred contract costs | 25,236 | | | 16,931 | | Deferred contract costs | 28,651 | | | 25,946 | |
Other non-current assets | Other non-current assets | 8,534 | | | 7,013 | | Other non-current assets | 12,063 | | | 10,617 | |
Total other non-current assets | Total other non-current assets | $ | 115,382 | | | $ | 64,550 | | Total other non-current assets | $ | 147,004 | | | $ | 133,989 | |
Deferred contract costs as
| | | | | |
| Nine Months Ended September 30, 2022 |
Balance, beginning of period | $ | 16,931 | |
Add: costs deferred on new contracts | 21,782 | |
Less: amortization recorded in sales and marketing expenses | (13,477) | |
Balance, end of period | $ | 25,236 | |
10. CONTRACT BALANCES
The changes in the allowance for doubtful accounts during the nine months ended September 30, 20222023 and 20212022 were as follows (in thousands):
| | | Nine Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
Balance, beginning of period | Balance, beginning of period | $ | 7,153 | | | $ | 11,559 | | Balance, beginning of period | $ | 9,277 | | | $ | 7,153 | |
Add: provision for doubtful accounts | Add: provision for doubtful accounts | 18,249 | | | 9,834 | | Add: provision for doubtful accounts | 26,664 | | | 18,249 | |
Less: write-offs, net of recoveries | Less: write-offs, net of recoveries | (16,663) | | | (13,519) | | Less: write-offs, net of recoveries | (25,052) | | | (16,663) | |
Balance, end of period | Balance, end of period | $ | 8,739 | | | $ | 7,874 | | Balance, end of period | $ | 10,889 | | | $ | 8,739 | |
The net increase in the allowance for doubtful accounts in the nine months ended September 30, 2022 was primarily related to an anticipated increase in customer delinquencies due to an increase in both the number of advertiser accounts and customer spend during the nine month period. The net decrease in the allowance for doubtful accounts in the nine months ended September 30, 2021 was primarily a result of a reduction in expected customer delinquencies as collection rates continued to improve. In calculating the allowance for doubtful accounts as of September 30, 20222023 and 2021,2022, the Company considered expectations of probable credit losses, including probable credit lossesthose associated with the COVID-19 pandemic for the 2022 period, 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 nine months ended September 30, 2023 as compared to the prior-year period 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 condensed 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 deferred revenue during the nine months ended September 30, 20222023 were as follows (in thousands):
| | | | | | |
| Nine Months Ended September 30, 20222023 | |
Balance, beginning of period | $ | 4,1565,200 | | |
Less: recognition of deferred revenue from beginning balance | (3,739)(4,723) | | |
Add: net increase in current period contract liabilities | 7,9866,587 | | |
Balance, end of period | $ | 8,4037,064 | | |
The majority of the Company's deferred revenue balance as of September 30, 20222023 is classified as short-term and is expected to be recognized as revenue in the subsequent three-month period ending December 31, 2022.2023. An immaterial amount of long-term deferred revenue is included in other long-term liabilities as of September 30, 2022.2023. No other contract assets or liabilities were recorded on the Company's condensed consolidated balance sheets as of September 30, 20222023 and December 31, 2021.2022.
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities as of September 30, 20222023 and December 31, 20212022 consisted of the following (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
Accounts payable | Accounts payable | $ | 10,388 | | | $ | 16,127 | | Accounts payable | $ | 6,673 | | | $ | 14,525 | |
Employee-related liabilities | Employee-related liabilities | 79,256 | | | 50,132 | | Employee-related liabilities | 91,750 | | | 66,929 | |
Accrued sales and marketing expenses | 13,260 | | | 5,455 | | |
| | Accrued cost of revenue | Accrued cost of revenue | 7,667 | | | 9,537 | | Accrued cost of revenue | 9,346 | | | 6,248 | |
| Accrued legal settlements | Accrued legal settlements | 22,250 | | | 26,037 | | Accrued legal settlements | 15,000 | | | 26,250 | |
Other accrued liabilities | Other accrued liabilities | 17,983 | | | 12,332 | | Other accrued liabilities | 21,120 | | | 23,998 | |
Total accounts payable and accrued liabilities | Total accounts payable and accrued liabilities | $ | 150,804 | | | $ | 119,620 | | Total accounts payable and accrued liabilities | $ | 143,889 | | | $ | 137,950 | |
As of September 30, 2022,2023, other accrued liabilities primarily consisted of accrued costs related tooperating expenses, income taxes payable and unsettled share repurchases as well as accrued general and administrative, purchase orders and workplace costs.repurchases.
12. COMMITMENTS AND CONTINGENCIES
Legal Proceedings—In
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 "Court"), naming as defendants the Company and certain of its officers (the “Securities Class Action”). The complaint, whichFollowing the plaintiff amended on June 25, 2018, alleges violationsCourt's approval of the Securities Exchange Act of 1934, as amended, by the Company and its officers for allegedly making materially false and misleading statements regarding its business and operations on February 9, 2017. The plaintiff seeks unspecified monetary damages and other relief. On November 27, 2018, the Court granted in part and denied in part the defendants’ motion to dismiss. On October 22, 2019, the Court approved a stipulation to certify a class in this action and on September 9, 2021, it denieddenial of the defendants’ motion for summary judgment. The case was scheduled for trial to begin on February 7, 2022. However, on December 3, 2021,judgment, the defendants reached a preliminaryan agreement with the plaintiff to settle this matter for $22.25 million. The proposed settlement was subsequently filed with the 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. After it receivesThe Court entered an order granting final approval from the Court,to the settlement will resolveon 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. The Court has scheduled a hearing for January 19, 2023, at which it will consider whether to grant final approval of the settlement.
On August 26, 2022, the 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 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 adopted certain corporate governance modifications and the Company received $18.0 million of insurance proceeds. The Company has paid $3.75 million of such insurance proceeds to the plaintiff’s attorneys as fees. The remaining insurance proceeds were appliedpartially 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 fundingplaintiff's attorneys in the Derivative Action, the Company had $22.25 million remaining for the settlement of the Securities Class Action settlement.on its condensed 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 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 has presented to the Superior Court for approval. A hearing regarding the preliminary approval of the settlement is scheduled for December 21, 2023.
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 final approval of the settlement agreement for the Securities ClassCIPA Action remains pending,remain subject to court approval, the Company believes the losses for both the settlements of the Securities Class Action and the Derivative Action areloss is probable and the payment amounts described above, which total $26.0amount of $15.0 million representrepresents a reasonable estimatesestimate of loss contingencies.contingency as of September 30, 2023. The Company also believes that the anticipated insurance proceedshad previously recorded a $4.0 million accrual for loss contingency related to the settlementCIPA Action as of each action described above, which also total $26.0December 31, 2022, and recorded an additional accrual of $11.0 million are probable and represent reasonable estimates for loss recovery. Accordingly,during the Company recordedthree months ended June 30, 2023, resulting in a $26.0$15.0 million accrual for loss contingency within accounts payable and accrued liabilities on the Company's condensed consolidated balance sheet as wellof September 30, 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 September 30, 2023. The Company had previously reflected a $26.0$3.3 million receivable for loss recovery as of June 30, 2023, and recorded an additional receivable of $0.6 million for legal fee reimbursements during the three months ended September 30, 2023, resulting in a $3.9 million receivable for loss recovery within prepaid expenses and other current assets of which $3.75 million was released from eachon the receivable for loss recovery and the accrual for loss contingency during the three months ended September 30, 2022 upon payment to the plaintiff's attorneys in the Derivative Action. AsCompany's condensed consolidated balance sheet as of September 30, 3022, the Company had a $22.25 million remaining accrual for the settlement of the Securities Class Action on its condensed consolidated balance sheets within each of accounts payable and accrued liabilities as well as prepaid expenses and current assets.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 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 Company is a party to a Credit Agreement2023 credit facility replaced the Company’s previous $75.0 million revolving credit facility entered into on May 5, 2020 with Wells Fargo Bank, National Association (as amended by the Letter Agreement, dated as of September 27, 2022, the "Credit Agreement"N.A. (the “2020 credit facility”), which provides for a three-year, $75.0 million senior unsecured revolvingterminated concurrently with the establishment of the 2023 credit facility. The 2023 credit facility includingincludes a letter of credit sub-limit of $25.0 million. 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, or 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 September 30, 2022,2023, the Company had $20.5$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 whichand are required to be maintained and issued to the landlords of each facility. No loans were outstanding under the 2023 credit facility and $54.5 million remained available under the revolving credit facility as of this date. The Company was in compliance with all conditions and covenants associated with the credit facility and there were no loans outstanding under the Credit Agreementthereunder as of September 30, 2022. For additional information on the terms of the Credit Agreement, including fees payable by the Company, financial covenants, events of default and other limitations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" included under Part II, Item 7 in our Annual Report.2023.
13. STOCKHOLDERS’ EQUITY
The following table presents the number of shares authorized and issued as of the dates indicated (in thousands):
| | | September 30, 2022 | | December 31, 2021 | | September 30, 2023 | | December 31, 2022 |
| | Shares Authorized | | Shares Issued | | Shares Authorized | | Shares Issued | | Shares Authorized | | Shares Issued | | Shares Authorized | | Shares Issued |
Stockholders’ equity: | Stockholders’ equity: | | | | | | | | Stockholders’ equity: | | | | | | | |
Common stock, $0.000001 par value | Common stock, $0.000001 par value | 200,000 | | | 70,399 | | | 200,000 | | | 72,171 | | Common stock, $0.000001 par value | 200,000 | | | 68,962 | | | 200,000 | | | 69,797 | |
Undesignated preferred stock | Undesignated preferred stock | 10,000 | | | — | | | 10,000 | | | — | | Undesignated preferred stock | 10,000 | | | — | | | 10,000 | | | — | |
Stock Repurchase Program
As of September 30, 2022,2023, the Company's board of directors had authorized it to repurchase up to an aggregate of $1.2$1.45 billion of its outstanding common stock, $81.7$131.7 million of which remained available as of September 30, 2022.2023. 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.
$150.0 million. Although no shares were held in treasury stock as of September 30, 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 nine-month period. The Company expects to pay the excise tax in early 2024. During the nine months ended September 30, 2022, the Company repurchased on the open market and subsequently retired 4,639,373 shares for an aggregate purchase price of $150.0 million. The Company had no treasury stock balance as of September 30, 2022.
During the nine months ended September 30, 2021, the Company repurchased on the open market 4,687,066 shares for an aggregate purchase price of $177.8 million and retired 4,680,484 shares. As of September 30, 2021, the Company had a treasury stock balance of 105,600 shares, which were excluded from its outstanding share count as of such date and subsequently retired in October 2021.
Equity Incentive Plans
Stock Options
Stock options are granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date. Options 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.
A summary of stock option activity for the nine months ended September 30, 20222023 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares (in thousands) | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in thousands) |
Outstanding at December 31, 2021 | 3,979 | | | $ | 32.59 | | | 4.4 | | $ | 24,580 | |
Granted | 10 | | | 31.42 | | | | | |
Exercised | (282) | | | 25.08 | | | | | |
Canceled | (132) | | | 45.43 | | | | | |
Outstanding at September 30, 2022 | 3,575 | | | $ | 32.71 | | | 3.8 | | $ | 8,255 | |
Options vested and exercisable at September 30, 2022 | 3,411 | | | $ | 32.60 | | | 3.6 | | $ | 8,255 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares (in thousands) | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in thousands) |
Outstanding at December 31, 2022 | 3,543 | | | $ | 32.81 | | | 3.6 | | $ | 7,507 | |
| | | | | | | |
Exercised | (785) | | | 22.90 | | | | | |
Canceled | (139) | | | 44.28 | | | | | |
Outstanding at September 30, 2023 | 2,619 | | | $ | 35.17 | | | 3.8 | | $ | 20,466 | |
Options vested and exercisable at September 30, 2023 | 2,567 | | | $ | 35.16 | | | 3.7 | | $ | 20,144 | |
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 $2.1$0.6 million and $1.4$2.1 million for the three months ended September 30, 20222023 and 2021,2022, respectively, and $3.0$6.1 million and $13.2$3.0 million for the nine months ended September 30, 20222023 and 2021,2022, respectively.
There were no options granted during each of the threenine months ended September 30, 2022 and 2021.2023. The weighted-average grant date fair value of options granted was $16.07 and $18.55 per share forduring the nine months ended September 30, 2022 and 2021, respectively.was $16.07 per share.
As of September 30, 2022,2023, total unrecognized compensation costs related to nonvested stock options were approximately $2.4$0.8 million, which the Company expects to recognize over a weighted-average time period of 1.61.5 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 performance-based restricted stock units ("PRSUs"),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 20192022 and 2022.2023. The shares underlying each of these PRSU award granted in 2019 will be eligible to vest only if the average closing price of the Company's common stock equals or exceeds $45.3125 over any 60-day trading period during the four years following the grant date of February 7, 2019. If this market condition is met, the shares underlying each PRSU award will vest according to the Time-Based Vesting Schedule. Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the market condition is achieved will fully
vest as of such date; thereafter, any remaining nonvested shares subject to the PRSUs will continue vesting solely according to the Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date.
The shares underlying each PRSU award granted in 2022 that is subject to market conditionsawards 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 the period beginning January 1 2022st of the year of grant and ending December 31, 2024.three years later (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 periodPerformance Period compared to the average closing price over the first 20 trading days of the performance period.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 date.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 September 30, 20222023 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the three and nine months ended September 30, 20222023 for the PRSUs that it expected to vest.
As the PRSU activity during the nine months ended September 30, 20222023 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the nine months ended September 30, 20222023 is as follows (in thousands, except per share amounts):
| | | Number of Shares | | Weighted-Average Grant Date Fair Value | | Number of Shares | | Weighted-Average Grant Date Fair Value |
Nonvested at December 31, 2021 | 10,016 | | | $ | 32.39 | | |
Nonvested at December 31, 2022 | | Nonvested at December 31, 2022 | 9,962 | | | $ | 33.48 | |
Granted | Granted | 6,256 | | | 35.11 | | Granted | 6,651 | | | 30.26 | |
Vested(1) | Vested(1) | (3,683) | | | 33.49 | | Vested(1) | (4,256) | | | 31.70 | |
Canceled | Canceled | (1,848) | | | 32.97 | | Canceled | (962) | | | 32.11 | |
Nonvested at September 30, 2022 | 10,741 | | | $ | 33.50 | | |
Nonvested at September 30, 2023(2) | | Nonvested at September 30, 2023(2) | 11,395 | | | $ | 32.39 | |
(1) Includes 1,460,1211,773,410 shares that vested but were not issued due to the Company's use of net share settlementwithholding for payment of employee taxes.
(2) Includes 822,473 PRSUs.
The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the nine months ended September 30, 2023 and 2022 and 2021 was $122.2$147.9 million and $127.7$122.2 million, respectively. As of September 30, 2022,2023, the Company had approximately $333.4$342.7 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 2.62.4 years.
Employee Stock Purchase Plan
The Employee Stock Purchase Plan ("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.
There were no2,295 and 382,627 shares purchased by employees under the ESPP inat a weighted-average purchase price per share of $28.48 and $28.69 during the three and nine months ended September 30, 2022 or 2021.2023, respectively. There were 364,436 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $25.00 induring the nine months ended September 30, 2022. There2022, and no shares were 254,449 shares purchased by employees underduring the ESPP at a weighted-average price of $34.09 in the nine months ended September 30, 2021.three-month period. The Company recognized stock-based compensation expense related to the ESPP of $0.9 million and $0.8 million in the each ofduring the three months ended September 30, 2023 and 2022, and 2021,respectively. The Company recognized stock-based compensation expense related to the ESPP of $2.7 million and $2.3 million in each ofduring the nine months ended September 30, 2023 and 2022, and 2021.
Stock-Based Compensation
The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
Cost of revenue | Cost of revenue | $ | 1,148 | | | $ | 1,071 | | | $ | 3,701 | | | $ | 3,273 | | Cost of revenue | $ | 1,298 | | | $ | 1,148 | | | $ | 4,026 | | | $ | 3,701 | |
Sales and marketing | Sales and marketing | 8,606 | | | 7,794 | | | 25,461 | | | 24,632 | | Sales and marketing | 9,200 | | | 8,606 | | | 26,921 | | | 25,461 | |
Product development | Product development | 21,352 | | | 20,380 | | | 66,781 | | | 61,807 | | Product development | 24,047 | | | 21,352 | | | 74,888 | | | 66,781 | |
General and administrative | General and administrative | 7,526 | | | 7,197 | | | 23,810 | | | 26,834 | | General and administrative | 8,922 | | | 7,526 | | | 27,469 | | | 23,810 | |
Total stock-based compensation recorded to income before income taxes | Total stock-based compensation recorded to income before income taxes | 38,632 | | | 36,442 | | | 119,753 | | | 116,546 | | Total stock-based compensation recorded to income before income taxes | 43,467 | | | 38,632 | | | 133,304 | | | 119,753 | |
Benefit from income taxes | Benefit from income taxes | (8,489) | | | (8,529) | | | (26,446) | | | (28,095) | | Benefit from income taxes | (9,023) | | | (8,489) | | | (27,898) | | | (26,446) | |
Total stock-based compensation recorded to net income | $ | 30,143 | | | $ | 27,913 | | | $ | 93,307 | | | $ | 88,451 | | |
Total stock-based compensation recorded to net income attributable to common stockholders | | Total stock-based compensation recorded to net income attributable to common stockholders | $ | 34,444 | | | $ | 30,143 | | | $ | 105,406 | | | $ | 93,307 | |
The Company capitalized $1.9$2.2 million and $2.9$1.9 million of stock-based compensation expense as website development costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts in the three months ended September 30, 20222023 and 2021,2022, respectively, and $6.7$7.5 million and $8.5$6.7 million in the nine months ended September 30, 20222023 and 2021,2022, respectively.
14. OTHER INCOME, NET
Other income, net for the three and nine months ended September 30, 20222023 and 20212022 consisted of the following (in thousands):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
Interest income (expense), net | $ | 2,007 | | | $ | (31) | | | $ | 2,558 | | | $ | (83) | | |
Transaction (loss) gain on foreign exchange, net | (213) | | | (32) | | | (236) | | | 237 | | |
Interest income, net | | Interest income, net | $ | 5,187 | | | $ | 2,007 | | | $ | 13,850 | | | $ | 2,558 | |
Transaction loss on foreign exchange, net | | Transaction loss on foreign exchange, net | (100) | | | (213) | | | (69) | | | (236) | |
Other non-operating income, net | Other non-operating income, net | 897 | | | 394 | | | 2,625 | | | 1,424 | | Other non-operating income, net | 1,067 | | | 897 | | | 3,483 | | | 2,625 | |
Other income, net | Other income, net | $ | 2,691 | | | $ | 331 | | | $ | 4,947 | | | $ | 1,578 | | Other income, net | $ | 6,154 | | | $ | 2,691 | | | $ | 17,264 | | | $ | 4,947 | |
15. INCOME TAXES
The Company is subject to income taxes in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income taxes. The benefit from income taxes for the nine months ended September 30, 2023 was $0.5 million, which was due to $20.1 million of net discrete tax benefit primarily related to: the 2022 federal and state tax provision to return adjustments, which mainly resulted from the release of Internal Revenue Service guidance related to the requirement to capitalize and amortize certain research and development expenses under the U.S. Tax Cuts and Jobs Act; a one-time litigation settlement loss contingency in connection with the agreement to settle the CIPA Action; and the tax benefit related to stock-based compensation. These tax benefits were partially offset by $19.6 million of U.S. federal, state and foreign income tax expense. The provision for income taxes for the nine months ended September 30, 2022 was $13.7 million, which was due to $13.7 million of U.S. federal, state and foreign income tax expense. The benefit from income taxes for the nine months ended September 30, 2021 was $3.0 million, which was due to $2.7 million of U.S. federal, state and foreign income tax provision, offset by $5.7 million of net discrete tax benefit primarily related to stock-based compensation.
Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, excluding unusual or infrequently occurring discrete items, for the reporting period. For the three and nine months ended September 30, 2023, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by stock-based compensation. For the three and nine months ended September 30, 2022, the difference between the effective tax rate and the federal statutory tax rate primarily related to stock-based compensation and the inclusion of global intangible low-taxed income, ("GILTI"), offset by tax credits. As currently enacted, beginning in 2022, the Tax Cuts and Jobs Act (the "Tax Act") requires taxpayers to capitalize research and development expenses with amortization periods over five and fifteen years, which is expected to increase the amount of the Company's GILTI. For the three and nine months ended September 30, 2021, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by non-deductible expenses.
As of September 30, 2022,2023, the total amountCompany had $33.6 million of gross unrecognized tax benefits was $60.2 million, $30.9 million of which was subject to a full valuation allowance andthat, if recognized, would not affect the Company’sCompany's effective tax rate if recognized.rate. In the three and nine months ended September 30, 2022,2023, the Company recorded an immaterial amount of interest and penalties.
As of September 30, 2022,2023, the Company estimated that it had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $14.4$23.3 million. Any taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company's foreign investments would generally be limited to foreign and state taxes. The Company has not recognized a deferred tax liability related to unremitted foreign earnings, as it intends to indefinitely reinvest these earnings, and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs.
In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company’s federal and state income tax returns for tax years subsequent to 2003 remainremain open to examination. In the Company’s foreign jurisdictions — Canada, Germany, Ireland and the United Kingdom — the tax years subsequent to 2016 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 September 30, 2022,2023, although the timing of the resolution
or closure of audits is not certain, the Company believes it is reasonably possible that its unrecognized tax benefits could will not be reduced by $0.9 million overwithin the next 12 months.
16. 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 whenthe effect of potentially dilutive potential shares of common stocksecurities outstanding during the period. Potential common shares consist of the incremental shares of commonPotentially dilutive securities include stock issuable upon the exercise of stock options, shares issuable upon the vesting of RSUs (including PRSUs) and, to a lesser extent, purchase rights relatedESPP shares. If dilutive, such potentially dilutive securities are reflected in net income (loss) per share attributable to common stockholders using the ESPP.treasury stock method.
The following table presentstables 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):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
Basic net income per share: | Basic net income per share: | | | | | | | | Basic net income per share: | | | | | | | |
Net income | $ | 9,108 | | | $ | 18,065 | | | $ | 16,202 | | | $ | 16,481 | | |
Net income attributable to common stockholders | | Net income attributable to common stockholders | $ | 58,216 | | | $ | 9,108 | | | $ | 71,767 | | | $ | 16,202 | |
Shares used in computation: | Shares used in computation: | | Shares used in computation: | |
Weighted-average common shares outstanding | Weighted-average common shares outstanding | 70,630 | | | 73,904 | | | 71,158 | | | 74,647 | | Weighted-average common shares outstanding | 69,030 | | | 70,630 | | | 69,366 | | | 71,158 | |
Basic net income per share attributable to common stockholders | $ | 0.13 | | | $ | 0.24 | | | $ | 0.23 | | | $ | 0.22 | | |
Basic net income per share attributable to common stockholders: | | Basic net income per share attributable to common stockholders: | $ | 0.84 | | | $ | 0.13 | | | $ | 1.03 | | | $ | 0.23 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Diluted net income per share: | | | | | | | |
Net income | $ | 9,108 | | | $ | 18,065 | | | $ | 16,202 | | | $ | 16,481 | |
Shares used in computation: | | | | | | | |
Weighted-average common shares outstanding | 70,630 | | | 73,904 | | | 71,158 | | | 74,647 | |
Stock options | 472 | | | 769 | | | 494 | | | 808 | |
RSUs | 1,398 | | | 2,631 | | | 1,868 | | | 3,510 | |
ESPP | 158 | | | 118 | | | 57 | | | 42 | |
Number of shares used in diluted calculation | 72,658 | | | 77,422 | | | 73,577 | | | 79,007 | |
Diluted net income per share attributable to common stockholders | $ | 0.13 | | | $ | 0.23 | | | $ | 0.22 | | | $ | 0.21 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Diluted net income per share: | | | | | | | |
Net income attributable to common stockholders | $ | 58,216 | | | $ | 9,108 | | | $ | 71,767 | | | $ | 16,202 | |
Shares used in computation: | | | | | | | |
Weighted-average common shares outstanding | 69,030 | | | 70,630 | | | 69,366 | | | 71,158 | |
Stock options | 501 | | | 472 | | | 246 | | | 494 | |
RSUs | 3,899 | | | 1,398 | | | 3,259 | | | 1,868 | |
ESPP | 136 | | | 158 | | | 49 | | | 57 | |
Number of shares used in diluted calculation | 73,566 | | | 72,658 | | | 72,920 | | | 73,577 | |
Diluted net income per share attributable to common stockholders: | $ | 0.79 | | | $ | 0.13 | | | $ | 0.98 | | | $ | 0.22 | |
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):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
Stock options | Stock options | 2,354 | | | 1,562 | | | 2,415 | | | 1,539 | | Stock options | 761 | | | 2,354 | | | 1,319 | | | 2,415 | |
RSUs | RSUs | 5,674 | | | 275 | | | 1,649 | | | 45 | | RSUs | 26 | | | 5,674 | | | 364 | | | 1,649 | |
|
17. 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):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net revenue by product: | | | | | | | |
Advertising revenue by category(1): | | | | | | | |
Services | $ | 180,957 | | | $ | 157,319 | | | $ | 515,518 | | | $ | 450,528 | |
Restaurants, Retail & Other | 112,707 | | | 99,511 | | | 324,901 | | | 273,250 | |
Advertising | 293,664 | | | 256,830 | | | 840,419 | | | 723,778 | |
Transactions | 3,652 | | | 3,001 | | | 10,772 | | | 10,330 | |
Other | 11,575 | | | 9,324 | | | 33,212 | | | 24,331 | |
Total net revenue | $ | 308,891 | | | $ | 269,155 | | | $ | 884,403 | | | $ | 758,439 | |
(1) Advertising revenue by category in 2022 reflects an updated method of disaggregation. Prior-period amounts have not been updated as it is impracticable to do so, given certain historical information was not available. | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net revenue by product: | | | | | | | |
Advertising revenue by category: | | | | | | | |
Services | $ | 206,178 | | | $ | 180,957 | | | $ | 589,972 | | | $ | 515,518 | |
Restaurants, Retail & Other | 123,854 | | | 112,707 | | | 359,175 | | | 324,901 | |
Advertising | 330,032 | | | 293,664 | | | 949,147 | | | 840,419 | |
Transactions | 3,145 | | | 3,652 | | | 10,081 | | | 10,772 | |
Other | 11,945 | | | 11,575 | | | 35,458 | | | 33,212 | |
Total net revenue | $ | 345,122 | | | $ | 308,891 | | | $ | 994,686 | | | $ | 884,403 | |
During the three and nine months ended September 30, 20222023 and 2021,2022, 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 revenue is recognized, 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.
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 $3.2 million during the nine months ended September 30, 2022 and 2021, respectively. The Company did not continue to offer relief incentives during the three months ended September 30, 2022, and offered $0.3 million during the three months ended September 30, 2021. These incentives were primarily in the form of waived
subscription and advertising fees. The Company accounted for these incentives as price concessions and reduced net revenue recognized in the nine months ended September 30, 2022 and three and nine months ended September 30, 2021 accordingly.
The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | | 2023 | | 2022 |
United States | United States | $ | 306,773 | | | $ | 266,913 | | | $ | 878,293 | | | $ | 751,862 | | United States | $ | 342,600 | | | $ | 306,773 | | | $ | 987,535 | | | $ | 878,293 | |
All other countries | All other countries | 2,118 | | | 2,242 | | | 6,110 | | | 6,577 | | All other countries | 2,522 | | | 2,118 | | | 7,151 | | | 6,110 | |
Total net revenue | Total net revenue | $ | 308,891 | | | $ | 269,155 | | | $ | 884,403 | | | $ | 758,439 | | Total net revenue | $ | 345,122 | | | $ | 308,891 | | | $ | 994,686 | | | $ | 884,403 | |
Long-Lived Assets
The following table presents the Company’s long-lived assets by major geographic region for the periods presentedas of September 30, 2023 and December 31, 2022 (in thousands):
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
United States | $ | 74,160 | | | $ | 79,027 | |
All other countries | 4,539 | | | 4,830 | |
Total long-lived assets | $ | 78,699 | | | $ | 83,857 | |
18. SUBSEQUENT EVENTS
On November 1, 2022, the Company's board of directors authorized a $250.0 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 $1.5 billion. The Company repurchased $25.8 million of shares subsequent to September 30, 2022, resulting in approximately $305.9 million remaining available for future repurchases following the increase on November 1, 2022. | | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
United States | $ | 66,029 | | | $ | 72,325 | |
All other countries | 6,344 | | | 4,899 | |
Total long-lived assets | $ | 72,373 | | | $ | 77,224 | |
| | | | | |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those discussed in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report, as updated by Part II, Item 1A of this Quarterly Report. See “Special Note Regarding Forward-Looking Statements” in this Quarterly Report. Overview
As one of the best knownbest-known internet brands in the United States, Yelp is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust us for our more than 220240 million ratings and reviews of businesses across a broad range of categories, while businesses advertise with us to reach our large audience of purchase-oriented and generally affluent consumers. We believe our ability to provide value to both consumers and businesses not only fulfills our mission to connect consumers with great local businesses, but also positions us well in the local, digital advertising market in the United States.
We generate substantially all of our revenue from the sale of performance-based advertising products, which our advertising platform matches to individual consumers through auctions priced on a cost-per-click ("CPC") basis. In the three months ended September 30, 2022,2023, our net revenue was $308.9$345.1 million, up 15%12% from the three months ended September 30, 2021,2022, and we recorded net income of $9.1$58.2 million and adjusted EBITDA of $73.9$96.5 million. In the nine months ended September 30, 2022,2023, our net revenue was $884.4$994.7 million, which represented an increase of 17%up 12% from the nine months ended September 30, 2021,2022, and we recorded net income of $16.2$71.8 million and adjusted EBITDA of $189.4$234.4 million. For information on how we define and calculate adjusted EBITDA, and a reconciliation of this non-GAAP financial measure to net income, see "Non-GAAP Financial Measures" below. In the third quarter of 2022,2023, our strategic investments in product and marketing continued to drive further progress on our revenue growth initiatives:
•Grow quality leads and monetization in Services. Our focus on increasing lead quality and monetization yielded a 15% year-over-year increase in advertisingAdvertising revenue from Services businesses increased by 14% year over year in the third quarter, drivenled by approximately 20% year-over-year revenue growth in the Home Services category, which accelerated from approximately 20% year-over-yearcategory. Improvements to the Request-a-Quote flow drove a sequential increase in the second quarter to approximately 25% year-over-year in the third quarter. We achieved this growthconsumer requests despite softermuted consumer demand for Services categories on Yelp in the third quarter; Request-a-Quote requests remained above pre-pandemic levels, but decreased by approximately 10% year over year, in line with the second quarter. To capitalize on the growth in Services advertising by providing a differentiated product experience, we continued to refine the Request-a-Quote flow and underlying matching technology that connects consumers with the right Services businesses, which delivered a greater number of quality requests to advertisers in the third quarter, compared to the prior-year period. At the same time, we workedwith requests down approximately 5% year over year. We also continued working to improve the Request-a-Quote inboxoverall Services experience, including completing the nationwide expansion of Yelp Guaranteed. Additionally, we launched new dynamic landing pages based on the consumer's location that serve as an entry point to help business ownersa monetized project submission flow for several test categories and geographies. We expect such product features, among others, will enable us to drive more easily manage their consumer leads from Yelp.to advertisers both on Yelp and through search engine marketing.
•Drive sales through the most efficient channels. We continued to operate efficiently across all sales channels in the third quarter. As a result, revenueRevenue from our Self-serve and Multi-location channels accounted for approximately 49%together comprised the majority of our advertising revenue in the third quarter, while our Local sales team also remained productive. To grow our Self-serve channelquarter. Performance marketing and more efficiently acquire small and medium-sized business ("SMB") customers, we continuedimprovements to enhance the digital claim and ads purchase flows including by providing advertisers with more visual customization options for their ads. This drove record Self-serve customer acquisition, which accounted for nearly half of all small and contributed to increased revenue in the channel by approximately 25% year-over-yearmedium-sized business acquisitions in the third quarter. We also saw productivity gains from our Customer Success team while experimenting with wayscontinued to improve the SMB post-sale process. Additionally,experience for advertisers through in-product recommendations. These efforts contributed to an approximately 25% year-over-year increase in Self-serve channel revenue. Revenue from our Multi-location revenue increasedchannel grew by approximately 25%10% year over year, driven by growth in the third quarteradvertiser demand, as a result of the expansion of our portfolio of ad productsreflected in average revenue per location and attribution solutions for multi-locationconsistent revenue growth from enterprise advertisers.
•Deliver more value to advertisers. Amid ongoing volatilityIn the third quarter, we continued to deliver value to advertisers through high-quality ad clicks by further improving our ad system and formats. We implemented an update that paces ad campaigns more evenly throughout the month, freeing up additional inventory for ad clicks. Recent ad format improvements, as well as our photo selector tool, which leverages artificial intelligence to predict which photo to display in an ad to maximize clicks, have resulted in a significant increase in click-through rates. These improvements together contributed to ad clicks returning to year-over-year growth in the macroeconomic environmentthird quarter. While strength in advertiser demand drove an increase in average CPC in the third quarter, the continued improvements to our ad clicks remained consistent with the second quarter but decreased by 15% from the prior-year period, during which the reopening of businesses had ledsystem kept its growth to elevated consumer spending and engagement, while average CPC increased by 36%4% year over year, as a result of strong advertiser demand. Our retention rate for non-term advertisers' budgets remained solid but declined modestly from the second quarter. We remained focused on deliveringallowing us to deliver more value to advertisers
through quality — the percentage of admore clicks converted to leads, an important quality indicator, remained above 2021 levels in the third quarter.at compelling prices.
•Enhance the consumer experience. In the third quarter, weWe continued to invest in enhancingimproving the consumer experience withthrough the goaluse of expanding Yelp's trusted content and driving increased user engagement and audience growth over the long term. We further improved the Android app experience, including by introducing a more visual and vertical home feed, which contributed to increased engagement and monetization per session. Our product and engineering teams continued to pursue projects intended to grow review contributions, including leveraging smart notifications, which we estimate contributed to a high-single-digit percentage lift in new reviews over the first three quarters of 2022. We also partnered with Mailchimp through our Yelp Fusion program to allow businesses to more easily populate their email marketing campaigns with content from their Yelp pages.
Our broad-based local platform and product initiatives drove growth across our businessadvanced technologies in the third quarter despitequarter. We utilized neural networks to better detect photos that may violate our content guidelines, which contributes to a volatile macroeconomic environment. Insafer environment for consumers while also improving the fourth quarter,efficiency of our user
operations team. We also leveraged multiple machine learning models to create a simplified system for review topic suggestions, which we anticipate typical sequential seasonality in Services, with fewer consumer projects initiated inexpect to facilitate the winter months, as well as increased caution among some multi-location advertisers in the Restaurants, Retail & Other categories that emerged lateexpansion of review topic suggestions into more categories. Our new neural network-powered ranking model for our mobile app's home feed also contributed to greater engagement.
Our performance-based ad products and high-intent audience continued to generate robust advertiser demand in the third quarter in response to heightened macroeconomic uncertainties. At the same time, wequarter. We believe our strategic investmentsbroad-based local advertising platform and product-led strategy position us well in the current uncertain macroeconomic environment. While we anticipate net revenue will enable us to drive long-term growth:decrease modestly in the fourth quarter compared to the third quarter due to typical seasonality in Services and macroeconomic uncertainties, we expect net revenue to remain relatively consistent with the third quarter and the adjusted EBITDA to increase sequentially, and for the full year 2022, we expect both net revenue and adjusted EBITDA2023 to increase from the prior-year period.compared to 2022.
Key Metrics
We regularly review a number of metrics, including the key metrics set forth below, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.
Ad Clicks and Average CPC
The amount of revenue we generate from our pay-for-performance advertising products is determined by the number of ad clicks we deliver to advertisers and the CPCs we charge for those ad clicks.
Ad clicks represent user interactions with our pay-for-performance advertising products, including clicks on advertisements on our website and mobile app, clicks on syndicated advertisements on third-party platforms and Request-a-Quote submissions.submissions, among others. Ad clicks include only user interactions that we are able to track directly, and therefore do not include user interactions with ads sold through our advertising partnerships. We do not expect the exclusion of such user interactions to materially affect this metric.
Because we generate revenue primarily from the sale of performance-based ads, our ability to increase our revenue depends largely on our ability to increase the number and/or price of ad clicks. We report the year-over-year percentage change in ad clicks on a quarterly basis as a measure of our success in monetizing more of our consumer trafficactivity and delivering more value to advertisers.
The following table presents year-over-year changes in our ad clicks for the periods indicated (expressed as a percentage):
| | | | | | | | | | | |
| Three Months Ended September 30, |
| 2022 | | 2021 |
Ad Clicks | (15)% | | 28% |
Average CPC
We define average CPC is calculated as revenue from our performance-based ad products — excluding certain revenue adjustments that do not impact the outcome of an auction for an individual ad click, such as refunds, as well as revenue from our advertising partnerships — divided by the total number of ad clicks for a given three-month period.
Average CPC when viewed together withrepresents the average amount we charge advertisers for each ad click.
We believe that ad clicks providesand average CPC together reflect one of the most significant dynamics affecting our advertising revenue performance: the interplay of advertiser demand and consumer activity. At the level of an auction for an individual ad click, advertiser demand — consisting of advertiser budgets and the number of advertisers competing to purchase the ad click — intersects with the supply of consumer activity — consisting of the predicted levels of relevant consumer traffic and engagement — to determine CPC, with higher advertiser demand putting upward pressure on the CPC and higher consumer activity putting downward pressure on the CPC. In aggregate, advertiser demand consists of the number of business locations advertising with us (which we refer to as paying advertising locations, as discussed below) and the aggregate budget they allocate to purchasing our advertising products. Aggregate monetizable consumer activity depends on the levels of consumer traffic and engagement with our ads, the numbers of locations where we can display ads and other monetizable features, and our click-through rate, which is the ratio of ad clicks to the number of times the ads were displayed to consumers. The relative strengths of these factors in aggregate are reflected in average CPC.
Ad clicks and average CPC also provide important insight into the value we deliver to advertisers, which we believe is a significant factor in our ability to retain both revenue and customers. For example, a positive change in ad clicks for a given three-month period combined with lower growth or a negative change in average CPC over the same period would indicate that we delivered more ad clicks at lower prices, thereby delivering more value to our advertisers; we would typically expect this to have a positive impact on retention. In the three months ended September 30, 2022,Conversely, growth in average CPC paired with a negative or lower growth rate in ad clicks remained consistent withwould indicate we charged more without delivering more ad clicks; we would expect this to have a negative impact on retention unless we are able to increase the second quarter, but decreased by 15% from the prior-year period, which had continued to benefit from reopening tailwinds and elevated consumer spending. We saw strong advertiser demand for our performance-basedvalue we deliver through higher performing ad products, and, as a result, average CPC in the three months ended September 30, 2022 increased 36% year over year.
We believe that average CPC and ad clicks together reflect one of the largest dynamics affecting our advertising revenue performance. These metrics reflect, among other things, the interplay of advertiser demand and consumer behavior on our platform, each of which is currently subject to complex macroeconomic pressures that we expect to continue to cause volatility in these metrics in the near term.clicks.The following table presents year-over-year changes in our ad clicks and average CPC for the periods indicated (expressed(each expressed as a percentage):
| | | | | | | | | | | |
| Three Months Ended September 30, |
| 2022 | | 2021 |
Average CPC | 36% | | (1)% |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Ad Clicks | 9% | | (15)% | | 3% | | (8)% |
Average CPC | 4% | | 36% | | 11% | | 29% |
In the three and nine months ended September 30, 2023, advertising revenue grew 12% and 13% year over year, respectively, due to year-over-year increases in both ad clicks and average CPC. Ad clicks returned to growth in the three and nine months ended September 30, 2023, driven by ad system and ad format improvements. Average CPC also increased in the three and nine months ended September 30, 2023 due to interrelated factors including higher advertiser demand, as reflected in increases in average advertising revenue per paying advertising location.
Although average CPC was up year over year in the third quarter of 2023, it continued the moderating trend observed from the first to the second quarter of 2023, compared to the more volatile quarter-to-quarter fluctuations in 2022. However, complex macroeconomic pressures may continue to cause volatility in the near term. Advertising Revenue by Category
Our advertising revenue comprises revenue from the sale of our advertising products, including the resale of our advertising products by partners and syndicated ads appearing on third-party platforms.
To reflect our strategic focus on creating two differentiated experiences on Yelp, we provide a quarterly breakdown of our advertising revenue attributable to businesses in two high-level category groupings: Services and Restaurants, Retail & Other.and Other ("RR&O"). Our Services categories consist of home, local, auto, professional, pets, events, real estate and financial services. Our Restaurants, Retail & OtherRR&O categories consist of restaurants, shopping, beauty & fitness, health and other.
Advertising revenue by category for the three and nine months ended September 30, 2022 reflects our updated methodology for determining the business category with which advertising revenue is associated based on the business category of each advertising location rather than the business category of the business account that paid for the advertising. While business locations associated with a single payment account are generally part of the same business, they may offer a variety or a combination of services that differ by location; accordingly, we believe our updated methodology provides a more precise breakdown of our advertising revenue between our Services and Restaurants, Retail & Other categories.
The categorization of business locations can change over time and historical business categories for individual business locations are not available; as a result, it is impracticable to apply our updated methodology to prior-year amounts based on the business categorizations in effect during the prior-year period. However, applying our updated methodology to the three and nine months ended September 30, 2021 based on the current business categories of the associated advertising locations does not result in a materially different breakdown than previously reported for such periods. Due to the differences between the types of business categories comprising our Services and Restaurants, Retail & Other categories, we do not believe a significant number of businesses are re-categorized such that they move from one high-level category grouping to the other, and so do not believe the result would be materially different based on the then-current categorizations.
The following table presents our advertising revenue by category for the periods indicated (in thousands, except percentages):
| | | Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change | | Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | | % Change |
| | 2022 | | 2021 | | 2022 | | 2021 | | | 2023 | | 2022 | | 2023 | | 2022 | | |
Services | Services | $ | 180,957 | | | $ | 157,319 | | | 15% | | $ | 515,518 | | | $ | 450,528 | | | 14% | Services | $ | 206,178 | | | $ | 180,957 | | | 14% | | $ | 589,972 | | | $ | 515,518 | | | | 14% |
Restaurants, Retail & Other | Restaurants, Retail & Other | 112,707 | | | 99,511 | | | 13% | | 324,901 | | | 273,250 | | | 19% | Restaurants, Retail & Other | 123,854 | | | 112,707 | | | 10% | | 359,175 | | | 324,901 | | | | 11% |
Total Advertising Revenue | Total Advertising Revenue | $ | 293,664 | | | $ | 256,830 | | | 14% | | $ | 840,419 | | | $ | 723,778 | | | 16% | Total Advertising Revenue | $ | 330,032 | | | $ | 293,664 | | | 12% | | $ | 949,147 | | | $ | 840,419 | | | | 13% |
|
Paying Advertising Locations Byby Category
Paying advertising locations comprise all business locations associated with a business account from which we recognized advertising revenue in a given month, excluding business accounts that purchased advertising through partner programs other than Yelp Ads Certified Partners, averaged over a given three-monththree- or nine-month period. We also provide a breakdown of paying advertising locations between our Services categories and Restaurants, Retail & OtherRR&O categories.
We provide our paying advertising locations on a quarterly basis as a measure of the reach and scale of our business; however, this metric may exhibit short-term volatility as a result of factors such as seasonality and macroeconomic conditions. For example, macroeconomic factors, such as ongoing concerns aboutthe lingering impact of the COVID-19 pandemic, inflationary pressures and its variants as well as labor and supply chain challenges, have had a predominant negative impact on Restaurants, Retail & OtherRR&O paying advertising locations in recent quarters. Short-term fluctuations in paying advertising locations may also reflect the acquisition or loss of single advertising accounts associated with large numbers of locations, or the pausing/restarting of advertising campaigns by such multi-location advertisers.
The following table presents the number of paying advertising locations by category during the periods indicated (in thousands, except percentages):
| | | Three Months Ended September 30, | | % Change | | Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| | 2022 | | 2021 | | | 2023 | | 2022 | | 2023 | | 2022 | |
Services | Services | 238 | | 231 | | 3% | Services | 235 | | 238 | | (1)% | | 237 | | 231 | | 3% |
Restaurants, Retail & Other | Restaurants, Retail & Other | 334 | | 304 | | 10% | Restaurants, Retail & Other | 326 | | 334 | | (2)% | | 322 | | 331 | | (3)% |
Total Paying Advertising Locations | Total Paying Advertising Locations | 572 | | 535 | | 7% | Total Paying Advertising Locations | 561 | | 572 | | (2)% | | 559 | | 562 | | (1)% |
Paying advertising locations decreased in the three and nine months ended September 30, 2023 compared to the prior-year periods largely due to a few lower-spend enterprise advertisers that turned off their advertising spend prior to the current-year periods.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates and assumptions are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from those estimates. Due to macroeconomic conditions and other factors, certain estimates and assumptions have required and may continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may materially change in future periods.
We believe that the assumptions and estimates associated with revenue recognition, website and internal-use software development costs and income taxes have the greatest potential impact on our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report.
Results of Operations
The following table sets forth our results of operations for the periods indicated (in thousands, except percentages). The period-to-period comparison of financial results is not necessarily indicative of the results of operations to be anticipated for the full year 20222023 or any future period.
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2022 | | 2021 | | $ Change | | % Change(1) | | 2022 | | 2021 | | $ Change | | % Change(1) | | 2023 | | 2022 | | $ Change | | % Change(1) | | 2023 | | 2022 | | $ Change | | % Change(1) |
Condensed Consolidated Statements of Operations Data: | Condensed Consolidated Statements of Operations Data: | | | | | | | | | | | | | Condensed Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | |
Net revenue by product: | Net revenue by product: | | Net revenue by product: | |
Advertising revenue by category(3): | | |
Advertising revenue by category: | | Advertising revenue by category: | |
Services | Services | $ | 180,957 | | | $ | 157,319 | | | $ | 23,638 | | | 15 | % | | $ | 515,518 | | | $ | 450,528 | | | $ | 64,990 | | | 14 | % | Services | $ | 206,178 | | | $ | 180,957 | | | $ | 25,221 | | | 14 | % | | $ | 589,972 | | | $ | 515,518 | | | $ | 74,454 | | | 14 | % |
Restaurants, Retail & Other | Restaurants, Retail & Other | 112,707 | | | 99,511 | | | 13,196 | | | 13 | % | | 324,901 | | | 273,250 | | | 51,651 | | | 19 | % | Restaurants, Retail & Other | 123,854 | | | 112,707 | | | 11,147 | | | 10 | % | | 359,175 | | | 324,901 | | | 34,274 | | | 11 | % |
Advertising | Advertising | 293,664 | | | 256,830 | | | 36,834 | | | 14 | % | | 840,419 | | | 723,778 | | | 116,641 | | | 16 | % | Advertising | 330,032 | | | 293,664 | | | 36,368 | | | 12 | % | | 949,147 | | | 840,419 | | | 108,728 | | | 13 | % |
Transactions | Transactions | 3,652 | | | 3,001 | | | 651 | | | 22 | % | | 10,772 | | | 10,330 | | | 442 | | | 4 | % | Transactions | 3,145 | | | 3,652 | | | (507) | | | (14) | % | | 10,081 | | | 10,772 | | | (691) | | | (6) | % |
Other | Other | 11,575 | | | 9,324 | | | 2,251 | | | 24 | % | | 33,212 | | | 24,331 | | | 8,881 | | | 37 | % | Other | 11,945 | | | 11,575 | | | 370 | | | 3 | % | | 35,458 | | | 33,212 | | | 2,246 | | | 7 | % |
Total net revenue | Total net revenue | 308,891 | | | 269,155 | | | 39,736 | | | 15 | % | | 884,403 | | | 758,439 | | | 125,964 | | | 17 | % | Total net revenue | 345,122 | | | 308,891 | | | 36,231 | | | 12 | % | | 994,686 | | | 884,403 | | | 110,283 | | | 12 | % |
Costs and expenses: | Costs and expenses: | | | | | | | | | | | | | Costs and expenses: | | | | | | | | | | | | |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | Cost of revenue (exclusive of depreciation and amortization shown separately below) | 26,805 | | | 21,185 | | | 5,620 | | | 27 | % | | 77,222 | | | 54,052 | | | 23,170 | | | 43 | % | Cost of revenue (exclusive of depreciation and amortization shown separately below) | 28,370 | | | 26,805 | | | 1,565 | | | 6 | % | | 84,613 | | | 77,222 | | | 7,391 | | | 10 | % |
Sales and marketing | Sales and marketing | 133,061 | | | 114,295 | | | 18,766 | | | 16 | % | | 388,570 | | | 340,845 | | | 47,725 | | | 14 | % | Sales and marketing | 137,703 | | | 133,061 | | | 4,642 | | | 3 | % | | 424,308 | | | 388,570 | | | 35,738 | | | 9 | % |
Product development | Product development | 75,803 | | | 69,402 | | | 6,401 | | | 9 | % | | 233,336 | | | 206,089 | | | 27,247 | | | 13 | % | Product development | 81,020 | | | 75,803 | | | 5,217 | | | 7 | % | | 254,247 | | | 233,336 | | | 20,911 | | | 9 | % |
General and administrative | General and administrative | 48,381 | | | 30,001 | | | 18,380 | | | 61 | % | | 126,141 | | | 106,957 | | | 19,184 | | | 18 | % | General and administrative | 45,695 | | | 48,381 | | | (2,686) | | | (6) | % | | 145,609 | | | 126,141 | | | 19,468 | | | 15 | % |
Depreciation and amortization | Depreciation and amortization | 11,417 | | | 12,627 | | | (1,210) | | | (10) | % | | 34,165 | | | 38,543 | | | (4,378) | | | (11) | % | Depreciation and amortization | 10,461 | | | 11,417 | | | (956) | | | (8) | % | | 31,881 | | | 34,165 | | | (2,284) | | | (7) | % |
Restructuring | — | | | — | | | — | | | NM(2) | | — | | | 32 | | | (32) | | | (100) | % | |
| Total costs and expenses | Total costs and expenses | 295,467 | | | 247,510 | | | 47,957 | | | 19 | % | | 859,434 | | | 746,518 | | | 112,916 | | | 15 | % | Total costs and expenses | 303,249 | | | 295,467 | | | 7,782 | | | 3 | % | | 940,658 | | | 859,434 | | | 81,224 | | | 9 | % |
Income from operations | Income from operations | 13,424 | | | 21,645 | | | (8,221) | | | (38) | % | | 24,969 | | | 11,921 | | | 13,048 | | | 109 | % | Income from operations | 41,873 | | | 13,424 | | | 28,449 | | | 212 | % | | 54,028 | | | 24,969 | | | 29,059 | | | 116 | % |
Other income, net | Other income, net | 2,691 | | | 331 | | | 2,360 | | | 713 | % | | 4,947 | | | 1,578 | | | 3,369 | | | 213 | % | Other income, net | 6,154 | | | 2,691 | | | 3,463 | | | 129 | % | | 17,264 | | | 4,947 | | | 12,317 | | | 249 | % |
Income before income taxes | Income before income taxes | 16,115 | | | 21,976 | | | (5,861) | | | (27) | % | | 29,916 | | | 13,499 | | | 16,417 | | | 122 | % | Income before income taxes | 48,027 | | | 16,115 | | | 31,912 | | | 198 | % | | 71,292 | | | 29,916 | | | 41,376 | | | 138 | % |
Provision for (benefit from) income taxes | 7,007 | | | 3,911 | | | 3,096 | | | 79 | % | | 13,714 | | | (2,982) | | | 16,696 | | | (560) | % | |
Net income | $ | 9,108 | | | $ | 18,065 | | | $ | (8,957) | | | (50) | % | | $ | 16,202 | | | $ | 16,481 | | | $ | (279) | | | (2) | % | |
(Benefit from) provision for income taxes | | (Benefit from) provision for income taxes | (10,189) | | | 7,007 | | | (17,196) | | | (245) | % | | (475) | | | 13,714 | | | (14,189) | | | (103) | % |
Net income attributable to common stockholders | | Net income attributable to common stockholders | $ | 58,216 | | | $ | 9,108 | | | $ | 49,108 | | | 539 | % | | $ | 71,767 | | | $ | 16,202 | | | $ | 55,565 | | | 343 | % |
(1) Percentage changes are calculated based on rounded numbers and may not recalculate exactly due to rounding.
(2) Percentage change is not meaningful.
Three and Nine Months Ended September 30, 20222023 and 20212022
Net Revenue
Advertising. We generate advertising revenue from the sale of our advertising products — including enhanced listingbusiness pages and performance and impression-basedperformance-based advertising in search results and elsewhere on our platform — to businesses of all sizes, from single-location local businesses to multi-location national businesses. Advertising revenue also includes revenue generated from the resale of our advertising products by certain partners and monetization of remnant advertising inventory through third-party ad networks. We present advertising revenue on a disaggregated basis for our high-level category groupings, Services and Restaurants, Retail & Other.RR&O.
Advertising revenue for the three months ended September 30, 2023 increased 12% year over year as a result of a 9% increase in ad clicks and a 4% increase in average CPC. Advertising revenue for the nine months ended September 30, 20222023 increased compared to the prior-year periods primarily due to higher customer spend, higher average revenue per location, and an13% year over year as a result of a 3% increase in paying advertising locationsad clicks and a 11% increase in both our Services and Restaurants, Retail & Other categories. The increases in revenue from businesses in our Services categories for the three- and nine-month periods were primarily driven by the continued growth in our home services category, and with respect to the nine-month period, an improved retention rate of non-term advertisers' budgets. The increases in revenue from Restaurants, Retail & Other businesses were primarily attributable to growth in paying advertising locations.
Transactions. We generate revenue from various transactions with consumers, primarily through our partnership integrations, which are mainly revenue-sharing arrangements that provide consumers with the ability to completeplace food orderingorders for pickup and delivery transactions through third parties directly on Yelp. We earn a fee for acting as an agent for transactions placed through these integrations, which we record on a net basis and include in revenue upon completion of a transaction.
Transactions revenue for the three and nine months ended September 30, 2022 increased2023 decreased by immaterial amounts compared to the prior-year periods primarily due to decreases in the volume of food takeout and delivery orders compared to the prior-year periods. For the nine months ended September 30, 2023, the decrease was partially offset by an increase in the per-order transaction fee that we receive from Grubhub following the renewal of our partnership in March 2022. This increase was partially offset by a lower volume
Other Revenue. We generate revenue through our subscription services, including our Yelp Reservations and Yelp Guest Manager products.product. We also generate revenue through our Yelp Fusion and Yelp Knowledge programs, which provide access to Yelp data for a fee, as well as other non-advertising partnerships.
Other revenue for the three and nine months ended September 30, 20222023 increased compared to the prior-year periods, primarily reflecting higher revenue from the continued growth of our Yelp Fusion program. The increases also reflect lower COVID-19 relief incentives — mainly in the form of waived subscription fees — for our subscription product customers in the current-year periods.and Yelp Knowledge programs.
Trends and Uncertainties of Net Revenue. Net revenue increased in the three months ended September 30, 20222023 compared to the three months ended June 30, 2022 due2023 as we continued to increased advertiser demand and the continued execution ofexecute on our strategic initiatives. In our Services categories, weWe expect typical sequential seasonality in the fourth quarter associated with fewer consumer projects being initiated in the winter months. In our Restaurant, Retail & Other categories, evidence of increased caution among some multi-location advertisers emerged late in the third quarter as they responded to heightened macro uncertainties. As a result, we expect to see a more muted holiday season, with less incremental spend from these advertisers than we have seen in the past. We anticipate net revenue infor the three months ending December 31, 2022 will remain relatively consistent with2023 to decrease slightly from the third quarter of 2022.2023, reflecting typical seasonality in Services and macroeconomic uncertainties.
Costs and Expenses
Cost of Revenue (exclusive of depreciation and amortization). Our cost of revenue consists primarily of credit card processing fees and website infrastructure expense, which includes website hosting costs and employee costs (including stock-based compensation expense) for the infrastructure teams responsible for operating our website and mobile app, and excludes depreciation and amortization expense. Cost of revenue also includes third-party advertising fulfillment costs.
Cost of revenue for the three and nine months ended September 30, 20222023 increased compared to the prior-year periods, primarily due to:
•increases in website infrastructure expense of $2.6$0.9 million and $10.2$1.9 million, respectively, as a result of investments in maintaining and improving our infrastructure;
•increases in advertising fulfillment costs of $2.3 million and $9.4 million, respectively, largely attributable to the expansion of Yelp Audiences; and
•increases in merchant credit card fees of $0.8 million and $2.6$2.1 million, respectively, primarily due to a higher volumevolumes of transactions associated with the increase in advertising revenue.
Cost of revenue for the nine months ended September 30, 2023 also increased year over year due to a $2.8 million increase in advertising fulfillment costs, which were largely attributable to the expansion of Yelp Audiences.
We expect cost of revenue to increase on an absolute dollar basis in 20222023 compared to 2021.2022.
Sales and Marketing. Our sales and marketing expenses primarily consist of employee costs (including sales commission and stock-based compensation expenses) for our sales and marketing employees. Sales and marketing expenses also include business and consumer acquisition marketing, community management, as well as allocated workplace and other supporting overhead costs.
Sales and marketing expenses for the three and nine months ended September 30, 20222023 increased compared to the prior-year periods, primarily due to:
•to increases of $16.4 million and $35.9 million, respectively, in employee costs due toof $11.2 million and $49.8 million, respectively, resulting from higher average sales headcount, as compared with the prior-year periods;increased productivity of our Local sales team and higher cost of labor.
The increases during the three- and nine- month periods were partially offset by:
•decreases in marketing spend of $4.8 million and $9.6 million, respectively, primarily for business owner and consumer marketing; and
•increases in marketing and advertising costs of $4.4 million and $18.3 million, respectively, primarily reflecting our investment in business owner and consumer marketing.
These increases were partially offset by decreases in allocated workplace operating costs of $2.0$1.8 million and $6.5$4.5 million, respectively, fromdue to reductions in our leased office space.
We expect sales and marketing expenses to continue to increase in 20222023 compared to 20212022 as we hire acrossmaintain the headcount on our sales and marketing teams and invest in marketing initiatives.teams. However, we expect sales and marketing expenses to decrease as a percentage of net revenue in 20222023 compared to 2021.2022.
Product Development. Our product development expenses primarily consist of employee costs (including bonuses and stock-based compensation expense, net of capitalized employee costs associated with capitalized website and internal-use software development) for our engineers, product management and corporate infrastructure employees. In addition, product development expenses include allocated workplace and other supporting overhead costs.
Product development expenses for the three and nine months ended September 30, 20222023 increased compared to the prior-year periods primarily due to increases in employee costs of $6.3$5.5 million and $28.5$20.7 million, respectively, as a result of higher average headcount.headcount and higher cost of labor.
We expect product development expenses to continue to increase in 20222023 compared to 20212022 as we expandmaintain our product and engineering teams and investheadcount to support our product initiatives, but decreaseinitiatives. We expect product development expenses as a percentage of net revenue as our distributed operations and growth strategy provide leverage.to remain relatively consistent in 2023 compared to 2022.
General and Administrative. Our general and administrative expenses primarily consist of employee costs (including bonuses and stock-based compensation expense) for our executive, finance, user operations, legal, people operations and other administrative employees. Our general and administrative expenses also include our provision for doubtful accounts, consulting costs, as well as allocated workplace and other supporting overhead costs.
General and administrative expenses for the three and nine months ended September 30, 2022 increased compared to the prior-year periods due to:
•increases in employee costs of $5.1 million and $11.6 million, respectively, resulting from higher average headcount; and
•increases in our provision for doubtful accounts of $3.0 million and $8.4 million, respectively, as a result of the increases in advertising revenue and the release of higher amounts of COVID-19-related bad debt reserves in the prior-year periods.
The increase for the three months ended September 30, 20222023 decreased compared to the prior-year period was also driven by andue to the $10.5 million impairment charge of $10.5 million recognized duringincurred in the current-yearprior-year period related to the right-of-use asset and leasehold improvements forsublease of the New York office, space that was subleased (seewhich did not recur in the current-year period. See Note 8, "Leases," of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail)detail. This decrease was partially offset by:•an increase in our provision for doubtful accounts of $6.5 million due to an increase in advertising revenue, an anticipated increase in customer delinquencies and the release of a higher amount of bad debt reserves in the prior-year period; and
•an increase in employee costs of $2.3 million, primarily driven by higher cost of labor.
General and administrative expenses for the nine months ended September 30, 2023 increased compared to the prior-year period due to:
•a one-time litigation settlement loss contingency of $11.0 million incurred in the current-year period in connection with the agreement to settle a putative class action lawsuit asserting claims under the California Invasion of Privacy Act (the "CIPA Action"). See Note 12, "Commitments and Contingencies," of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail; •an increase in employee costs of $9.3 million as a result of higher cost of labor and higher average headcount; and
•an increase in our provision for doubtful accounts of $8.4 million due to an increase in advertising revenue and the release of a higher amount of bad debt reserves in the prior-year period.
These increases during the nine-month period were partially offset by a $6.9 million decrease in impairment charges due to the sublease of the New York office in the prior-year period, partially offset by the abandonment of certain office space in San Francisco in the current-year period. See Note 8, "Leases," of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail. We expect general and administrative expenses to continue to increase in 20222023 compared to 20212022 to support the continued growth of our business. We expect general and administrative expenses as a percentage of net revenue to remain relatively consistent in 20222023 compared to 2021.2022.
Depreciation and Amortization. Depreciation and amortization expense primarily consists of depreciation on computer equipment, software, leasehold improvements, capitalized website and internal-use software development costs, and amortization of purchased intangible assets.
Depreciation and amortization expense for the three and nine months ended September 30, 20222023 decreased compared to the prior-year periods primarily due to decreases in depreciation expense of leasehold improvements from asset retirements related to lease terminations and expirations and, to a lesser extent, lower amortization expense resulting from intangiblecertain assets that had becomebecoming fully amortizeddepreciated since prior year.the prior-year periods.
Other Income, Net
Other income, net consists primarily of the interest income earned on our cash, cash equivalents and marketable securities, research and development tax credits, the portion of our sublease income in excess of our lease cost, accretion of discounts and amortization of debt issuance costs,premiums on investments, credit facility fees and foreign exchange gains and losses.
Other income, net for the three and nine months ended September 30, 20222023 increased compared to the prior-year periods, primarily driven by $3.0 million and $10.0 million, respectively, of higher interest income from our investments in money market funds due to increasingincreased federal interest rates, net accretion on our investments in marketable securities, as well as higher tax incentives related to research and development activity in the United Kingdom.rates.
(Benefit from) Provision for (Benefit from) Income Taxes
Provision(Benefit from) provision for (benefit from) income taxes consists of: federal and state income taxes in the United States and income taxes in certain foreign jurisdictions; deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes; and the realizationpurposes.
Provision forBenefit from income taxes for the three and nine months ended September 30, 20222023 increased from a provision in the prior-year periods primarily due to an increasea decrease in the annual effective tax rate estimated for 20222023 primarily as a result of Internal Revenue Service ("IRS") guidance published in the third quarter of 2023 that reduced the amount of research and decreasesdevelopment expenses required to be capitalized under the U.S. Tax Cuts and Jobs Act (the "Tax Act"). This guidance also resulted in increases in discrete tax benefits, including a $15 million benefit from stock-based compensation in the current-year periods. The increase for the nine-month period also reflects an increase in year-to-date pre-tax income.2022 federal and state tax provision to return adjustments.
As of December 31, 2021,2022, we had approximately $40.5approximately $97.4 million in net deferred tax assets ("DTAs"). As of September 30, 2022,2023, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that some or all of these DTAs will not be realized. Therefore, unless we are able to generate sufficient taxable income from our operations, a substantial valuation allowance may be required to reduce our DTAs, which would materially increase our expenses in the period in which we recognize the allowance and have a materially adverse impact on our condensed consolidated financial statements. The exact timing and amount of the valuation allowance recognition are subject to change on the basis of the net income that we are able to actually achieve. We will continue to evaluate the possible recognition of a valuation allowance on a quarterly basis.
OurWe currently estimate that our effective GAAP tax rate is impacted by(before discrete items) for 2023 and beyond will be in the range of 22% to 26%. However, our GAAP tax rate depends on a number of factors that are not in our direct control andand/or that are subject to quarterly variability, such as potential legislative reforms, IRS interpretive guidance and our stock price, which limits our visibility into the applicable rate for future fiscal periods. While we currently expect our GAAP tax rate for 2022 to be a substantial positive rate — potentially exceeding our previous estimate of 38% — it ultimately depends on, among other things, the status of legislative efforts to repeal the requirement under the U.S. Tax Cuts and Jobs Act (the "Tax Act") to capitalize and amortize research and development expenses, which may result in a substantially lower rate if successful, as well as the amount of our stock-based compensation expense, which fluctuates based on our stock price. We do not plan to provide regular updates to our estimate of our 2022 GAAP tax ratethe estimated range provided here given the uncertainty inherent in it as a result of these factors; however, we note that itthese may have a material and adverse impact on our cash flows in 20222023 as well as future years.
Non-GAAP Financial Measures
Our condensed consolidated financial statements are prepared in accordance with GAAP. However, we have also disclosed below adjusted EBITDA and adjusted EBITDA margin, each of which is a non-GAAP financial measure.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In particular, adjusted EBITDA should not be viewed as a substitute for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•adjusted EBITDA does not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;
•adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
•adjusted EBITDA does not take into account any income or costs that management determines are not indicative of ongoing operating performance, such as restructuring costsmaterial litigation settlements, impairment charges and impairment charges;fees related to shareholder activism; and
•other companies, including those in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because of these limitations, you should consider adjusted EBITDA and adjusted EBITDA margin alongside other financial performance measures, net income (loss) and our other GAAP results.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items, such as restructuring costsmaterial litigation settlements, impairment charges and impairment charges.fees related to shareholder activism that we deem not to be indicative of our ongoing operating performance.
Adjusted EBITDA margin. Adjusted EBITDA margin is a non-GAAP financial measure that we calculate as adjusted EBITDA divided by net revenue.
The following is a reconciliation of net income to adjusted EBITDA, as well as the calculation of net income margin and adjusted EBITDA margin, for each of the periods indicated (in thousands, except percentages):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | | 2022 | | 2021 | | 2023 | | 2022 | | | 2023 | | 2022 |
Reconciliation of Net Income to Adjusted EBITDA: | Reconciliation of Net Income to Adjusted EBITDA: | | | | | | | | | Reconciliation of Net Income to Adjusted EBITDA: | | | | | | | | |
Net income | Net income | $ | 9,108 | | | $ | 18,065 | | | | $ | 16,202 | | | $ | 16,481 | | Net income | $ | 58,216 | | | $ | 9,108 | | | | $ | 71,767 | | | $ | 16,202 | |
Provision for (benefit from) income taxes | 7,007 | | | 3,911 | | | | 13,714 | | | (2,982) | | |
(Benefit from) provision for income taxes | | (Benefit from) provision for income taxes | (10,189) | | | 7,007 | | | | (475) | | | 13,714 | |
Other income, net | Other income, net | (2,691) | | | (331) | | | | (4,947) | | | (1,578) | | Other income, net | (6,154) | | | (2,691) | | | | (17,264) | | | (4,947) | |
Depreciation and amortization | Depreciation and amortization | 11,417 | | | 12,627 | | | | 34,165 | | | 38,543 | | Depreciation and amortization | 10,461 | | | 11,417 | | | | 31,881 | | | 34,165 | |
Stock-based compensation | Stock-based compensation | 38,632 | | | 36,442 | | | | 119,753 | | | 116,546 | | Stock-based compensation | 43,467 | | | 38,632 | | | | 133,304 | | | 119,753 | |
Litigation settlement(1)(2) | | Litigation settlement(1)(2) | — | | | — | | | | 11,000 | | | — | |
| Restructuring | — | | | — | | | | — | | | 32 | | |
Asset impairment(1) | Asset impairment(1) | 10,464 | | | — | | | | 10,464 | | | 11,164 | | Asset impairment(1) | — | | | 10,464 | | | | 3,555 | | | 10,464 | |
Fees related to shareholder activism(1) | | Fees related to shareholder activism(1) | 671 | | | — | | | | 671 | | | — | |
Adjusted EBITDA | Adjusted EBITDA | $ | 73,937 | | | $ | 70,714 | | | | $ | 189,351 | | | $ | 178,206 | | Adjusted EBITDA | $ | 96,472 | | | $ | 73,937 | | | | $ | 234,439 | | | $ | 189,351 | |
| Net revenue | Net revenue | $ | 308,891 | | | $ | 269,155 | | | | $ | 884,403 | | | $ | 758,439 | | Net revenue | $ | 345,122 | | | $ | 308,891 | | | | $ | 994,686 | | | $ | 884,403 | |
Net income margin | Net income margin | 3 | % | | 7 | % | | | 2 | % | | 2 | % | Net income margin | 17 | % | | 3 | % | | | 7 | % | | 2 | % |
Adjusted EBITDA margin | Adjusted EBITDA margin | 24 | % | | 26 | % | | | 21 | % | | 23 | % | Adjusted EBITDA margin | 28 | % | | 24 | % | | | 24 | % | | 21 | % |
(1) Recorded within general and administrative expenses on our Condensed Consolidated Statements of Operations.
(2) Represents the loss contingency recorded in connection with the agreement to settle the CIPA Action. Note that this amount does not include any legal fee reimbursements that we expect to receive related to this matter; we do not adjust for legal fees and related reimbursements, which we consider to be part of our ongoing operations. See Note 12, "Commitments and Contingencies," of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for additional information. Liquidity and Capital Resources
Sources of CashLiquidity
Our principal sources of liquidity are our cash and cash equivalents, marketable securities and cash generated from operations. As of September 30, 2022,2023, we had cash and cash equivalents of $331.0$305.1 million and marketable securities of $90.9$121.5 million. Cash and cash equivalents consist of cash, money market funds and investments with original maturities of three months or less. Our cash held internationally as of September 30, 20222023 was $13.7$25.3 million. As of September 30, 2022,2023, we also had $10.0 million of investments in certificates of deposit with minority-owned financial institutions.
In July 2022, we began purchasing highly rated debt securities which are classified as available-for-sale on our condensed consolidated balance sheets. Our investment portfolio comprises highly rated marketable securities, and our investment policy limits the amount of credit exposure to any one issuer. The policy generally requires securities to be investment grade (i.e., rated ‘A’ or higher by bond rating firms) with the objective of minimizing the potential risk of principal loss.
To date,On April 28, 2023, we have beenentered into a Revolving Credit and Guaranty Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 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 our 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 $25.0 million letter of credit sub-limit, a $25.0 million bilateral letter of credit facility and an accordion option, which, if exercised, would allow us to increase the aggregate commitments by up to $250.0 million, plus additional amounts if we are able to finance our operations and our acquisitions through proceeds from private and public financings, including our initial public offering in March 2012 and our follow-on offering in October 2013, cash generated from operations, and,satisfy a leverage test, subject to a lesser extent, cash provided by the exercise of employee stock options and purchases under the Employee Stock Purchase Plan, as amended, as well as proceeds from our sale of Eat24 to Grubhub in October 2017.
We havecertain conditions. The 2023 credit facility provides us with the ability to access backup liquidity to fund working capital and for other capital requirements, as needed, through a three-year, $75.0 million senior unsecured revolving credit facility (including a $25.0 million letter of credit sub-limit) as part of our Credit Agreement with Wells Fargo Bank, National Association which we entered into in May 2020 (as amended by the Letter Agreement, dated as of September 27, 2022, the "Credit Agreement"). needed.
As of September 30, 2022,2023, we were in compliance with all covenants and there were no loans outstanding under the 2023 credit facility. We had $20.5$14.1 million of letters of credit under the sub-limit primarily related to lease agreements for certain
office locations, which are required to be maintained and issued to the landlords of each facility, and $54.5$110.9 million remained available under the revolving2023 credit facility as of that date. The cost of capital associated with thisSeptember 30, 2023.
For additional details regarding the 2023 credit facility, was not significantly more than the cost of capital that we would have expected prior to the onsetsee Note 12, "Commitments and Contingencies" of the COVID-19 pandemic. As of September 30, 2022, we were in compliance with all covenants and there were no loans outstanding under the Credit Agreement. For more information about
the terms of the Credit Agreement, including financial covenants, events of default and other limitations, see "Management's Discussion and Analysis ofNotes to Condensed Consolidated Financial Condition and Results of Operations—Liquidity and Capital Resources"Statements included under Part II,I, Item 71 in our Annualthis Quarterly Report.
Material Cash Requirements
Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" included under Part I, Item 1A in our Annual Report, as updated by Part II, Item 1A of this Quarterly Report. We believe that our existing cash, and cash equivalents and marketable securities, together with any cash generated from operations, will be sufficient to meet our material cash requirements in the next 12 months and beyond, including: working capital requirements; our anticipated repurchases of common stock pursuant to our stock repurchase program; payment of taxes related to the net share settlement of equity awards; payment of lease costs related to our operating leases; the potential payment of a higher amount of income taxes beginning in 2022, primarily2023 and beyond due to, among other things, the new requirement to capitalize and amortize certain research and development expenses under the Tax Act;Act and the other factors discussed in "—Results of Operations—(Benefit from) Provision for Income Taxes" above; and purchases of property, equipment and software and website hosting services. However, this estimate is based on a number of assumptions that may prove to be materially different and we could exhaustfully utilize our available cash, and cash equivalents and marketable securities earlier than presently anticipated. We are not able to reasonably estimate the timing of future cash flowflows related to $29.5$34.9 million of uncertain tax position.positions. We may be required to draw down funds from our revolving credit facility or seek additional funds through equity or debt financings to respond to business challenges associated with adversethe uncertain macroeconomic conditions, including the ongoing COVID-19 pandemic,environment or other challenges, including the need to develop new features and products or enhance existing services, improve our operating infrastructure or acquire complementary businesses and technologies.
We lease office facilities under operating lease agreements that expire from 2022 tothrough 2031. Our cash requirements related to these lease agreements are $150.1$105.0 million, of which $46.4$42.8 million is expected to be paid within the next 12 months. The total lease obligations are partially offset by our future minimum rental receipts to be received under non-cancelable subleases of $46.0$31.1 million. See Note 8,, "LeasesLeases," of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail on our operating lease obligations. Our cash requirements related to purchase obligations consisting of non-cancelable agreements to purchase goods and services required in the ordinary course of business — primarily website hosting services — are approximately $34.1$211.0 million, of which approximately $32.3$47.9 million is expected to be paid within the next 12 months.
The cost of capital associated with any additional funds sought in the future might be adversely impacted by the effects of macroeconomic conditions including persistent inflation and continued interest rate hikes, on our business. Additionally, amounts deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits, as applicable. These cash and cash equivalents could be impacted if the underlying financial institutions fail or are subjected to other adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our invested cash, and cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
| | | Nine Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2023 | | 2022 |
Condensed Consolidated Statements of Cash Flows Data: | Condensed Consolidated Statements of Cash Flows Data: | | | | Condensed Consolidated Statements of Cash Flows Data: | | | |
Net cash provided by operating activities | Net cash provided by operating activities | $ | 147,836 | | | $ | 167,735 | | Net cash provided by operating activities | $ | 227,110 | | | $ | 147,836 | |
Net cash used in investing activities | Net cash used in investing activities | $ | (111,307) | | | $ | (21,259) | | Net cash used in investing activities | $ | (46,465) | | | $ | (111,307) | |
Net cash used in financing activities | Net cash used in financing activities | $ | (182,024) | | | $ | (210,205) | | Net cash used in financing activities | $ | (183,232) | | | $ | (182,024) | |
Operating Activities. Net cash provided by operating activities during the nine months ended September 30, 2022 decreased2023 increased by $79.3 million compared to the prior-year periodnine months ended September 30, 2022, primarily as a result of an increase of $90.7 million in cash collected from customers primarily due to an increase in taxesrevenue, and employee costs paid as well asa decrease of $31.3 million due to the timing of income taxes paid, primarily as a result of our deferral of certain federal income tax payments pursuant to vendors.the tax relief provided by the IRS release CA-2023-03. These movements were partially offset by an increase of $50.1 million in cash provided by customers due tothe amount
of employee salaries, commissions and bonuses paid, primarily resulting from higher revenue, an increase in accrued employee costs due toaverage headcount, higher performancecost of labor and increased productivity of our sales representatives and timing of payment of payroll taxes.teams.
Investing Activities. Net cash used in investing activities during the nine months ended September 30, 2022 increased2023 decreased compared to the prior-year period primarily due to the purchasea decrease in net purchases of marketable securities. In July 2022, we began investing in
highly rated debt securities as we changed our investment strategy in order to earn a higher overall rate of return from our cash position.
Financing Activities. Net cash used in financing activities during the nine months ended September 30, 2022 decreased2023 increased compared to the prior-year period primarily due an increase in taxes paid related to a decreasethe net share settlement of equity awards as well as the payment of issuance costs for the 2023 Credit Facility, partially offset by an increase in repurchases ofproceeds from stock option exercises during the Company's common stock.nine months ended September 30, 2023 compared to the prior-year period.
Stock Repurchase Program
As of September 30, 2022,Since its initial authorization in July 2017, our board of directors hadhas authorized us to repurchase up to an aggregate of $1.2$1.45 billion of our outstanding common stock, since it initially authorized our stock repurchase program in July 2017. During the nine months ended September 30, 2022, we repurchased on the open market 4,639,373 shares for an aggregate purchase price of $150.0 million. During the nine months ended September 30, 2021, we repurchased on the open market 4,687,066 shares for an aggregate purchase price of $177.8 million.
On November 1, 2022, our board of directors authorized a $250.0 million increase to our stock repurchase program, bringing the total amount of repurchases authorized under our stock repurchase program since its inception to $1.5 billion. We repurchased $25.8$108.5 million of shares subsequent to September 30, 2022, resulting in approximately $305.9 million remainingwhich remained available for future repurchases following the increase on November 1, 2022.as of October 27, 2023.
We may repurchase shares at our discretion in the open market, privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing. The program is not subject to any time limit and may be modified, suspended or discontinued at any time. The amount and timing of repurchases are subject to a variety of factors, including liquidity, cash flow and market conditions.
During the nine months ended September 30, 2023, we repurchased on the open market 4,481,278 shares for an aggregate purchase price of $150.0 million. During the nine months ended September 30, 2022, we repurchased on the open market 4,639,373 shares for an aggregate purchase price of $150.0 million.
We have funded all repurchases to date and expect to fund any future repurchases with cash and cash equivalents available on our condensed consolidated balance sheet.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of business. These risks primarily include interest rate, foreign exchange risks and inflation, and have not changed materially from the market risks we were exposed to in the year ended December 31, 2021.2022.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022.2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2022,2023, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended September 30, 20222023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by the collusion of two or more people or by management override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For information regarding material legal proceedings in which we are involved, see "Legal Proceedings" in Note 12,12, "Commitments and Contingencies," of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, which is incorporated herein by reference. We are also subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently do not believe that the final outcome of any of these other matters will have a material effect on our business, financial position, results of operations or cash flows. ITEM 1A. RISK FACTORS
Except as set forth below, there have been no material changes to the risks factors set forth in the section titled "Risk Factors" included under Part I, Item 1A of our Annual Report, which describes various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock. You should carefully consider the risks and uncertainties described in the Annual Report and below before making an investment decision.
Adverse macroeconomic conditions — such as the COVID-19 pandemic and current uncertain economic environment — have had, and may continue to have, a significant adverse impactIf we default on our credit obligations, our business, revenue and financial results could be harmed.
Our 2023 credit facility provides our lenders with a first-priority lien against substantially all of operations,our domestic assets, including certain domestic intellectual property, and also expose us to other risks.
There is currently an uncertain and inflationary economic environment in the United States, partially as a result of the COVID-19 pandemic and efforts to contain it and manage its impacts, which have created significant macroeconomic disruption and volatility. In addition, the existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, as well as weakening exchange ratescontains financial covenants and other similar effects. These challenging macroeconomic conditions have had, and may continue to have, a significant adverse impactrestrictions on our business andactions that may limit our operational flexibility or otherwise adversely affect our results of operations. For example, adverse macroeconomic conditions have had, and may continue to have,It contains a negative impact on the ability and willingness of advertisers to spend on our products and services. In 2020, businesses reduced their spending with us as a result of pandemic-related closures and restrictions, resulting in a 14% decrease in net revenue compared to 2019. Although public health restrictions eased in 2021, many businesses continued operating at a limited capacity as a safety precaution or in response to reduced consumer demand, which continued to negatively impact their advertising spending with us as a result. While our business has now surpassed its pre-pandemic performance in many areas and advertiser demand has been strong in 2022, many businesses continue to face supply chain issues, rising commodity prices, and inventory and labor shortages. We have observed increased caution among a subset of multi-location advertisers in the third quarter in response to the macroeconomic environment, which we expect to lead to less incremental spend from such advertisers in the fourth quarter, which may have an adverse impact on our results of operations for the fourth quarter of and full year 2022.
Changes in consumer behavior due to adverse economic conditions may also negatively impact our business. For example, although vaccines became available and public health restrictions eased in 2021, consumer traffic to our platform remained below pre-pandemic 2019 levels as the number of COVID-19 cases continuedcovenants that limit our ability to, fluctuate; this impact was particularly pronouncedamong other things, incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments, or engage in transactions with our affiliates, merge or consolidate with other companies, sell material businesses or assets, or license or transfer certain geographies within the United States and inof our Restaurants, Retail & Other categories. Subsequent increases in economic uncertainty and inflationary pressures and the ongoing concerns relatedintellectual property. We are also required to COVID-19 and its variants have continued to negatively impact consumer traffic and user activity in 2022 compared to 2019. Additionally, the impacts of inflation are felt by consumers who face rising prices for a variety of goods and services, which could reduce the amount of discretionary spending that would otherwise be available, which could further impact consumer traffic.
Because traffic to and user engagement on our platform together impact the number of ads we are able to show as well as the value of those ads to businesses, such negative impacts on consumer activitymaintain certain financial covenants. Complying with these covenants may also make it more difficult for us to convince existingsuccessfully execute our business strategy and prospective advertiserscompete against companies who are not subject to such restrictions.
If we fail to comply with the covenants under the 2023 credit facility, lenders would have a right to, among other things, terminate the commitments to provide additional loans under the facility, enforce any liens on collateral securing the obligations under the facility, declare all outstanding loans and accrued interest and fees to be due and payable and require us to post cash collateral to be held as security for any reimbursement obligations in respect of any outstanding letters of credit issued under the facility. If any remedies under the facility were exercised, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could immediately materially and adversely affect our business, cash flows, operations and financial condition. Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
Additionally, our products offer them2023 credit facility utilizes Secured Overnight Financing Rate ("SOFR") or various alternative methods to calculate the amount of accrued interest on any loans. If a published U.S. dollar SOFR is unavailable, the interest rates on our debt indexed to SOFR will be determined using one of the alternative methods, any of which could, if the revolver is drawn, result in interest obligations that are more than the current form, which could have a material benefit and generate a competitive return relative to other alternatives. Strong advertiser demand combined with less robust consumer activity has significantly increasedadverse effect on our average CPC in the first three quarters of 2022 compared to the prior-year periods; if the value our products provide to advertisers does not keep pace with any further price increases, our revenue and results of operations could be harmed. This dynamic may be exacerbated if lower consumer activity is combined with a shift in consumer activity from categories with higher advertiser demand to those with lower advertiser demand, which we believe occurred in the first half of 2022 as consumer activity shifted away from our Services categories towards travel and leisure.
As adverse macroeconomic conditions continue, our business is also exposed to a variety of other risks, including:
•reductions in cash flows from operations and liquidity, which impact our capital allocation strategy in turn;financing costs.
•setbacks on our progress on our strategic initiatives as we reallocate resources to responding to such adverse conditions;
•increased fluctuation in our operating results and volatility and uncertainty in our financial projections;
•reductions in the quantity and quality of content provided by users, which may further harm traffic to our platform;
•inefficiencies, delays and disruptions in our business due to the illness of key employees or a significant portion of our workforce;
•additional restructuring and impairment charges; and
•operational difficulties due to adverse effects of such conditions on our third-party service providers and strategic partners.
It is not possible for us to predict the remaining duration of the ongoing adverse macroeconomic conditions or of the pandemic, the severity of future COVID-19 variants and resulting restrictions, or the duration or magnitude of any resulting adverse impact on our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, AND USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Issuer Purchases of Equity Securities
The following table summarizes our stock repurchase activity for the three months ended September 30, 20222023 (in thousands, except for price per share):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total Number of Shares Purchased(1) | | Average Price Paid per Share(2) | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program |
July 1 – July 31, 2022 | | 856 | | | $ | 28.78 | | | 856 | | | $ | 107,019 | |
August 1 – August 31, 2022 | | 274 | | | $ | 33.96 | | | 274 | | | $ | 97,708 | |
September 1 – September 30, 2022 | | 470 | | | $ | 34.15 | | | 470 | | | $ | 81,658 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total Number of Shares Purchased(1) | | Average Price Paid per Share(2) | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program |
July 1 - July 31, 2023 | | 631 | | | $ | 39.34 | | | 631 | | | $ | 156,851 | |
August 1 - August 31, 2023 | | 223 | | | $ | 42.64 | | | 223 | | | $ | 147,348 | |
September 1 - September 30, 2023 | | 363 | | | $ | 43.16 | | | 363 | | | $ | 131,659 | |
(1) BetweenSince the initial authorization of our Stock Repurchase Program in July 2017, and September 2021, our board of directors authorized us to repurchase up to $1.2an aggregate of $1.45 billion of our outstanding common stock. On November 1, 2022, our boardstock, of directors authorized a $250.0which $108.5 million increase to our stock repurchase program, bringing the total amountremained available as of repurchases authorized under our stock repurchase program since its inception to $1.5 billion. We repurchased $25.8 million of shares subsequent to September 30, 2022, resulting in approximately $305.9 million remaining available for future repurchases following the increase on November 1, 2022.October 27, 2023. The actual timing and amount of repurchases depend on a variety of factors, including liquidity, cash flow and market conditions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Stock Repurchase Program" included under Part I, Item 2 in this Quarterly Report. (2) Average price paid per share includes costs associated with the repurchases.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.Rule 10b5-1 Trading Plans
On August 18, 2023, Sam Eaton, our Chief Technology Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan provides for the sale of an aggregate of up to (i) 45,034 shares of our common stock and (ii) 44,094 shares of our common stock that may vest during the plan period, net of any shares we withhold to satisfy income tax withholding and remittance obligations in connection with the net settlement of the equity awards, the amount of which cannot currently be determined. The plan will terminate on the earlier of January 31, 2024 or when all shares subject to the plan have been sold, subject to early termination for certain specified events set forth in the plan.
ITEM 6. EXHIBITS. | | | | | | | | | | | | | | | | | | | | |
Exhibit | | Incorporated by Reference | Filed Herewith |
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |
| | 8-K | 001-35444 | 3.1 | 7/8/2020 | |
| | 8-K | 001-35444 | 3.1 | 1/31/2022 | |
4.1 | Reference is made to Exhibits 3.1 and 3.2. | | | | | |
| | 8-A/A | 001-35444 | 4.1 | 9/23/2016 | |
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101.INS | Inline XBRL Instance Document (embedded within the Inline XBRL document). | | | | | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | | | | | X |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | X |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | X |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | | | | |
† | The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing. |
| | | | | | | | | | | | | | | | | | | | |
Exhibit | | Incorporated by Reference | Filed Herewith |
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |
| | 8-K | 001-35444 | 3.1 | 7/8/2020 | |
| | 8-K | 001-35444 | 3.1 | 3/15/2023 | |
4.1 | Reference is made to Exhibits 3.1 and 3.2. | | | | | |
| | 8-A/A | 001-35444 | 4.1 | 9/23/2016 | |
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101.INS | Inline XBRL Instance Document (embedded within the Inline XBRL document). | | | | | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | | | | | X |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | X |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | X |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | | | | | X |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | X |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | | | | |
† | The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | | YELP INC. |
Date: | November 4, 20223, 2023 | | /s/ David Schwarzbach |
| | | David Schwarzbach |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer and Duly Authorized Signatory) |