DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Feb. 20, 2015 | |
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity Registrant Name | YELP INC | ||
Entity Central Index Key | 1345016 | ||
Trading Symbol | YELP | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $4,716,654,432 | ||
Class A common stock [Member] | |||
Entity Common Stock, Shares Outstanding | 64,890,244 | ||
Class B common stock [Member] | |||
Entity Common Stock, Shares Outstanding | 9,592,748 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $247,312 | $389,764 |
Short-term marketable securities | 118,498 | |
Accounts receivable (net of allowance for doubtful accounts of $1,627 and $810 at December 31, 2014 and 2013, respectively) | 35,593 | 21,317 |
Prepaid expenses and other current assets | 19,355 | 5,752 |
Total current assets | 420,758 | 416,833 |
Long-term marketable securities | 38,612 | |
Property, equipment and software, net | 62,761 | 30,666 |
Goodwill | 67,307 | 59,690 |
Intangibles, net | 5,786 | 5,235 |
Restricted cash | 17,943 | 3,247 |
Other assets | 16,483 | 306 |
Total Assets | 629,650 | 515,977 |
Current liabilities: | ||
Accounts payable | 1,398 | 3,364 |
Accrued liabilities | 29,581 | 19,004 |
Deferred revenue | 2,994 | 2,621 |
Total current liabilities | 33,973 | 24,989 |
Long-term liabilities | 7,527 | 4,505 |
Total liabilities | 41,500 | 29,494 |
Commitments and contingencies (Note 11) | ||
Stockholders' Equity | ||
Common stock, $0.000001 par value-500,000,000 shares authorized; 72,920,582 and 70,874,493 shares issued and outstanding at December 31, 2014 and 2013, respectively | ||
Additional paid-in capital | 627,742 | 553,753 |
Accumulated other comprehensive income | -5,609 | 3,186 |
Accumulated deficit | -33,983 | -70,456 |
Total stockholders' equity | 588,150 | 486,483 |
Total liabilities and stockholders' equity | $629,650 | $515,977 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | ||||
CONSOLIDATED BALANCE SHEETS [Abstract] | ||||
Allowance for doubtful accounts | $1,627 | $810 | $384 | $210 |
Common stock, par value | $0.00 | $0.00 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 72,920,582 | 70,874,493 | ||
Common stock, shares outstanding | 72,920,582 | 70,874,493 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Net revenue | $377,536 | $232,988 | $137,567 |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 24,382 | 16,561 | 9,928 |
Sales and marketing | 201,050 | 131,970 | 85,915 |
Product development | 65,181 | 38,243 | 20,473 |
General and administrative | 58,274 | 42,907 | 31,531 |
Depreciation and amortization | 17,590 | 11,455 | 7,223 |
Restructuring and integration | 675 | 1,262 | |
Total costs and expenses | 366,477 | 241,811 | 156,332 |
Income (Loss) from operations | 11,059 | -8,823 | -18,765 |
Other income (expense), net | 221 | -407 | -226 |
Income (Loss) before income taxes | 11,280 | -9,230 | -18,991 |
Benefit (Provision) for income taxes | 25,193 | -838 | -122 |
Net income (loss) | 36,473 | -10,068 | -19,113 |
Accretion of redeemable convertible preferred stock | -32 | ||
Net income (loss) attributable to common stockholders (Class A and B) | $36,473 | ($10,068) | ($19,145) |
Net income (loss) per share attributable to common stockholders (Class A and B) | |||
Basic | $0.51 | ($0.15) | ($0.35) |
Diluted | $0.48 | ($0.15) | ($0.35) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders (Class A and B) | |||
Basic | 71,936 | 65,665 | 54,149 |
Diluted | 76,712 | 65,665 | 54,149 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||
Net income (loss) | $36,473 | ($10,068) | ($19,113) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | -8,795 | 2,381 | 534 |
Other comprehensive income (loss) | -8,795 | 2,381 | 534 |
Comprehensive income (loss) | $27,678 | ($7,687) | ($18,579) |
CONSOLIDATED_STATEMENTS_OF_RED
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Redeemable Convertible Preferred Stock [Member] |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2011 | ($24,347) | $16,625 | $271 | ($41,243) | $55,435 | |
Balance (shares) at Dec. 31, 2011 | 16,956,409 | 143,267,115 | ||||
Issuance of common stock upon exercises of employee stock options | 3,736 | 3,736 | ||||
Issuance of common stock upon exercises of employee stock options (shares) | 1,606,612 | |||||
Issuance of common stock upon release of restricted stock units (RSUs) | ||||||
Issuance of common stock upon release of restricted stock units (RSUs) (shares) | 1,250 | |||||
Stock-based compensation | 15,147 | 15,147 | ||||
Accretion of redeemable convertible preferred stock | -32 | -32 | 32 | |||
Conversion of preferred stock to common stock in connection with initial public offering | 55,466 | 55,466 | -55,467 | |||
Conversion of preferred stock to common stock in connection with initial public offering (shares) | 35,816,772 | -143,267,115 | ||||
Issuance of common stock in connection with follow-on public offering, net of offering costs | 111,350 | 111,350 | ||||
Issuance of common stock in connection with follow-on public offering, net of offering costs (shares) | 8,172,500 | |||||
Repurchase of common stock from employees | -333 | -333 | ||||
Repurchase of common stock from employees (shares) | -17,193 | |||||
Issuance of common stock in connection with acquisition | 23,254 | 23,254 | ||||
Issuance of common stock in connection with acquisition (shares) | 968,919 | |||||
Foreign currency translation adjustment | 534 | 534 | ||||
Net income (loss) | -19,113 | -19,113 | ||||
Balance at Dec. 31, 2012 | 165,662 | 225,245 | 805 | -60,388 | ||
Balance (shares) at Dec. 31, 2012 | 63,505,269 | |||||
Issuance of common stock upon exercises of employee stock options | 13,554 | 13,554 | ||||
Issuance of common stock upon exercises of employee stock options (shares) | 2,648,121 | |||||
Issuance of common stock upon release of restricted stock units (RSUs) | ||||||
Issuance of common stock upon release of restricted stock units (RSUs) (shares) | 98,033 | |||||
Issuance of common stock for employee stock purchase plan | 1,960 | 1,960 | ||||
Issuance of common stock for employee stock purchase plan (shares) | 81,900 | |||||
Stock-based compensation | 27,170 | 27,170 | ||||
Issuance of common stock in connection with follow-on public offering, net of offering costs | 276,527 | 276,527 | ||||
Issuance of common stock in connection with follow-on public offering, net of offering costs (shares) | 4,312,500 | |||||
Repurchase of common stock from employees | -674 | -674 | ||||
Repurchase of common stock from employees (shares) | -15,850 | |||||
Issuance of common stock in connection with acquisition | 9,666 | 9,666 | ||||
Issuance of common stock in connection with acquisition (shares) | 244,520 | |||||
Excess tax benefit from share-based award activity | 305 | 305 | ||||
Foreign currency translation adjustment | 2,381 | 2,381 | ||||
Net income (loss) | -10,068 | -10,068 | ||||
Balance at Dec. 31, 2013 | 486,483 | 553,753 | 3,186 | -70,456 | ||
Balance (shares) at Dec. 31, 2013 | 70,874,493 | |||||
Issuance of common stock upon exercises of employee stock options | 20,164 | 20,164 | ||||
Issuance of common stock upon exercises of employee stock options (shares) | 1,679,654 | 1,679,654 | ||||
Issuance of common stock upon release of restricted stock units (RSUs) | ||||||
Issuance of common stock upon release of restricted stock units (RSUs) (shares) | 90,656 | |||||
Issuance of common stock for employee stock purchase plan | 8,869 | 8,869 | ||||
Issuance of common stock for employee stock purchase plan (shares) | 279,538 | |||||
Stock-based compensation | 44,520 | 44,520 | ||||
Repurchase of common stock from employees | -1,318 | -1,318 | ||||
Repurchase of common stock from employees (shares) | -18,628 | |||||
Issuance of common stock in connection with acquisition | ||||||
Issuance of common stock in connection with acquisition (shares) | 14,869 | |||||
Excess tax benefit from share-based award activity | 1,754 | 1,754 | ||||
Foreign currency translation adjustment | -8,795 | -8,795 | ||||
Net income (loss) | 36,473 | 36,473 | ||||
Balance at Dec. 31, 2014 | $588,150 | $627,742 | ($5,609) | ($33,983) | ||
Balance (shares) at Dec. 31, 2014 | 72,920,582 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
OPERATING ACTIVITIES: | |||
Net income (loss) | $36,473 | ($10,068) | ($19,113) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 17,590 | 11,455 | 7,223 |
Provision for doubtful accounts and sales returns | 7,238 | 3,304 | 1,913 |
Stock-based compensation | 42,273 | 26,677 | 14,878 |
Release of valuation allowance | -28,197 | ||
(Gain) loss on disposal of assets and web-site development costs | 4 | 159 | 64 |
Premium amortization, net, on securities held-to-maturity | 349 | ||
Excess tax benefit from share-based award activity | -1,834 | -353 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | -21,291 | -12,843 | -4,118 |
Prepaid expenses and other assets | -4,011 | -1,572 | -2,552 |
Accounts payable, accrued expenses and other liabilities | 8,927 | 4,971 | 2,049 |
Deferred revenue | 411 | -298 | -443 |
Net cash provided by (used in) operating activities | 57,932 | 21,432 | -99 |
INVESTING ACTIVITIES: | |||
Acquisitions, net of cash received | -14,340 | -2,057 | -24,125 |
Purchases of property, equipment, and software | -29,054 | -16,243 | -7,524 |
Capitalized website and software development costs | -11,349 | -4,856 | -2,930 |
Change in restricted cash | -14,764 | 3,176 | -6,013 |
Purchases of intangibles | -1,724 | ||
Proceeds from sale of property and equipment | 14 | ||
Goodwill measurement period adjustment | 1,153 | ||
Purchases of marketable securities | -210,459 | ||
Maturities of marketable securities | 53,002 | ||
Net cash used in investing activities | -228,674 | -18,827 | -40,592 |
FINANCING ACTIVITIES: | |||
Proceeds from initial public offering, net of underwriter fees | 114,006 | ||
Proceeds from follow-on offering, net of offering costs | 276,527 | ||
Payments for deferred offering costs | -2,200 | ||
Proceeds from issuance of common stock from share-based awards | 20,164 | 13,554 | 3,675 |
Proceeds from issuance of common stock for Employee Stock Purchase Plan | 8,869 | 1,960 | |
Repurchase of common stock | -1,318 | -674 | |
Excess tax benefit from share-based award activity | 1,834 | 353 | |
Repayment of acquired debt | -1,308 | ||
Net cash provided by financing activities | 29,549 | 291,720 | 114,173 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | -1,259 | 315 | -94 |
CHANGE IN CASH AND CASH EQUIVALENTS | -142,452 | 294,640 | 73,388 |
CASH AND CASH EQUIVALENTS-Beginning of period | 389,764 | 95,124 | 21,736 |
CASH AND CASH EQUIVALENTS-End of period | 247,312 | 389,764 | 95,124 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 1,972 | 291 | 110 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Purchases of property and equipment recorded in accounts payable and accruals | 6,374 | 2,685 | 549 |
Capitalized website and software development costs recorded in accounts payable and accruals | 169 | 17 | 4 |
Contingent consideration related to acquisitions | 835 | ||
Accretion of redeemable convertible preferred stock | 32 | ||
Vesting of early exercised options | $61 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS |
Yelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such as the “Company” and “Yelp” in these Notes to Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries. | |
Yelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engage and transact. Yelp's platform is transforming the way people discover local businesses; every day, millions of consumers visit its website or use its mobile app to find great local businesses to meet their everyday needs. Businesses of all sizes use the Yelp platform to engage with consumers at the critical moment when they are deciding where to spend their money. | |
The Company consists of Yelp Inc. and 18 wholly-owned entities. Yelp UK Ltd was incorporated on December 1, 2008, Yelp Canada Inc. was incorporated on February 24, 2009, Yelp Ireland Limited was incorporated on May 31, 2010, Yelp Deutschland GmbH was incorporated on June 7, 2010, Yelp Ireland Holding Company Limited was incorporated on June 16, 2010, Yelp France SAS was incorporated on July 8, 2010, Yelp Italia S.r.l. was incorporated on June 27, 2011, Yelp Australia Pty. Ltd was incorporated on August 9, 2011, Yelp Spain, S.L. was incorporated on May 4, 2012, Yelp Singapore PTE Ltd was incorporated on June 15, 2012, Yelp Brazil Serviços de Marketing Ltda. was incorporated on May 29, 2013, and Yelp Japan, G.K. was incorporated on September 20, 2013. Qype GmbH, Qype Ltd., Qype SARL and Qype SL (collectively, “Qype”) were acquired on October 23, 2012, SeatMe, Inc. was acquired on July 24, 2013 and Cityvox SAS (“Cityvox”) was acquired on October 27, 2014 (see Note 5). The financial results of these subsidiaries are included within the consolidated financial statements of the Company presented herein. | |
Basis of Presentation—The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. | |
Certain Significant Risks and Uncertainties—The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company's management believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: rates of revenue growth; traffic to the Company's websites and mobile applications and the number of reviews and advertisers they attract; reliance on search engines and the placement and prominence in results rankings; the quality and reliability of reviews; scaling and adaptation of existing technology and network infrastructure; management of the Company's growth; new markets and international expansion; protection of the Company's brand, reputation and intellectual property; competition in the Company's market; qualified employees and key personnel; intellectual property infringement and other claims; and changes in government regulation affecting the Company's business, among other things. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Use of Estimates—The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management's estimates. | ||||||||||||
Foreign Currency Translation—The consolidated financial statements of the Company's foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchanges rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders' equity (deficit). | ||||||||||||
Cash and Cash Equivalents—The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash and cash equivalents primarily consist of amounts held in interest-bearing money market funds that were readily convertible to cash. The fair value of cash and cash equivalents approximates their carrying value. | ||||||||||||
Marketable Securities—The Company determines the classification of its marketable securities at the time of purchase and re-evaluates these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, and is included in interest income. Held-to-maturity securities with less than one year to maturity are included in short-term marketable securities. All other held-to-maturity securities are classified as long-term. | ||||||||||||
Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure of each investment. | ||||||||||||
Credit risk with respect to accounts receivable is dispersed due to the large number of customers. In addition, the Company's credit risk is mitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. When new information becomes available to indicate that the estimate provided as the allowance was incorrect, an adjustment, which is considered a change in estimate, is made. The fair value of accounts receivable approximates their carrying value. | ||||||||||||
As of December 31, 2014 and 2013, there were no customers that accounted for more than 10% of total accounts receivable. | ||||||||||||
The following table presents the changes in the allowance for doubtful accounts (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Allowance for doubtful accounts: | ||||||||||||
Balance, beginning of period | $ | 810 | $ | 384 | $ | 210 | ||||||
Add: bad debt expense | 6,369 | 3,210 | 1,913 | |||||||||
Less: write-offs, net of recoveries | (5,552 | ) | (2,784 | ) | (1,739 | ) | ||||||
Balance, end of period | $ | 1,627 | $ | 810 | $ | 384 | ||||||
Property, Equipment and Software—Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to five years. Leasehold improvements are amortized over the lease term. | ||||||||||||
Website and Internal-Use Software Development Costs—Costs related to website and internal-use software are primarily related to the Company's website, including support systems. The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. | ||||||||||||
The Company capitalized $13.9 million, $5.4 million and $3.2 million in website and internal-use software costs during the years ended December 31, 2014, 2013 and 2012, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expense related to website and internal-use software was $4.6 million, $2.6 million and $1.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company wrote off an immaterial amount, $0.1 million and $0.2 million of website and internal-use software costs during the years ended December 31, 2014, 2013 and 2012, respectively. The retirements were related to obsolete projects no longer supported by the Company. The loss on disposition of the projects has been included in depreciation and amortization expense in the Company's consolidated statements of operations. | ||||||||||||
Business Combinations—The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company's consolidated statements of operations. | ||||||||||||
Goodwill—Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is reviewed at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”). If we determine that it is more likely than not that its fair value is less than its carrying amount, or opt to not perform a qualitative assessment, then the two-step goodwill impairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment charges have been recorded to date. | ||||||||||||
Intangible Assets—Intangible assets include acquired intangible assets identified through business combinations, which are carried at fair value less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the assets, generally 24 to 84 months. The Company reviews amortizable intangible assets to be held and used for impairment whenever events or changes in circumstance indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. No impairment charges have been recorded to date. | ||||||||||||
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of—The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | ||||||||||||
Revenue Recognition—The Company generates revenue from local advertising, brand advertising and other services. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, service has been provided to the customer, collection of the fees is reasonably assured and the amount of fees to be paid by the customer are fixed or determinable. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the requisite service period. | ||||||||||||
Local Advertising—Local advertising revenue is generated primarily through fixed monthly fee advertising plans with local businesses for advertising placements on the Company's website and mobile app. Revenue is recognized ratably over the service period, net of customer discounts. The arrangements are evidenced by written and/or electronic acceptance of the Company's agreement that stipulates the volume of advertising to be delivered and the pricing. | ||||||||||||
Brand Advertising—The Company generates brand advertising revenue through the sale of display advertisements (both graphic and text) on its website, including advertisements from leading national brands in the food and restaurant, automobile, financial services, logistics, consumer goods and health and fitness industries. The Company recognizes revenue from the sale of impression-based advertisements on its online network in the period in which the advertisements (“impressions”) are delivered, net of customer discounts. The Company also has brand revenue from fixed-price brand sponsorships that are recognized ratably over the service period. The arrangements are evidenced by insertion orders or contracts that stipulate the types of advertising to be delivered and the pricing. | ||||||||||||
Other Services—Other service revenue includes the sale of vouchers through the Company's “Yelp Deals” and “Gift Certificates,” revenue-sharing partner arrangements, partner reseller arrangements and the monetization of remnant advertising inventory through third-party ad networks. Yelp Deals allow merchants to promote themselves and offer discounted goods and services on a real-time basis to consumers directly on the Company's website and mobile app and, until the quarter ended December 31, 2011, via email. The Company earns a fee on Yelp Deals for acting as an agent in these transactions, which are recorded on a net basis and included in revenue upon sale of the deal. The Company records a sales allowance for potential Yelp Deal refunds based on the Company's estimate of future refunds. Gift Certificates allow merchants to sell full-priced gift certificates directly to customers through their business profile page. The Company earns a fee based on the amount of the Gift Certificate sold, which it records on a net basis and include in revenue upon a consumer's purchase of the Gift Certificate. Revenue-sharing partner arrangements provide consumers with the ability to complete food delivery transactions and make online reservations through third parties directly on Yelp. The Company also generates revenue through fixed-fee reseller agreements that allow partners to sell Yelp Branded Profiles to their clients and transaction-based arrangements allowing third-party data providers to update business listing information on behalf of businesses. | ||||||||||||
Multiple-Element Arrangements. The Company enters into arrangements with customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another. | ||||||||||||
The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and (3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. | ||||||||||||
VSOE. The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrow pricing range. The Company has not historically sold a large volume of transactions on a standalone basis. As a result, the Company has not been able to establish VSOE for any of its advertising products. | ||||||||||||
TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company's go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services' selling prices are on a standalone basis. As a result, the Company has not been able to establish selling price based on TPE. | ||||||||||||
BESP. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally used to allocate the selling price to deliverables in the Company's multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company will regularly review BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period. | ||||||||||||
The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met. | ||||||||||||
Cost of Revenue—The Company's cost of revenue primarily consists of credit card processing fees, web hosting, Internet service costs and salaries, benefits and stock-based compensation for its infrastructure teams related to operating the Company's website as well as creative design for brand advertising and video production expenses. | ||||||||||||
Stock-Based Compensation—We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and our 2012 Employee Stock Purchase Plan (“ESPP”) to be measured based on the grant-date fair value of the awards. | ||||||||||||
Share-based compensation expense is recorded net of estimated forfeitures in the Company's consolidated statements of income and, accordingly, is recorded for only those share-based awards that the Company expects to vest. The Company estimates the forfeiture rate based on historical forfeitures of equity awards and adjusts the rate to reflect changes in facts and circumstances, if any. The Company will revise its estimated forfeiture rate if actual forfeitures differ from its initial estimates. | ||||||||||||
Advertising Expenses—Advertising expenses are expensed as incurred. Total advertising expenses incurred were $8.1 million, $1.3 million and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Comprehensive income (loss)—The Company reports by major components and, as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss) and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Specifically, it includes foreign currency translation adjustments. | ||||||||||||
Income Taxes—The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. | ||||||||||||
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. | ||||||||||||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||||||||||||
Stock Split—On January 25, 2012, the Company's board of directors approved a 1-for-4 reverse stock split of the Company's common stock. The reverse stock split became effective on February 2, 2012. Upon the effectiveness of the reverse stock split, (i) every four shares of outstanding common stock was decreased to one share of common stock, (ii) the number of shares of common stock into which each outstanding warrant or option to purchase common stock is exercisable was proportionally decreased on a 1-for-4 basis, (iii) the exercise price of each outstanding warrant or option to purchase common stock was proportionately increased on a 1-for-4 basis and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced on a 1-for-4 basis. All of the share numbers, share prices and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 1-for-4 reverse stock split. | ||||||||||||
Employee Benefit Plan—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. Employer contributions under this plan were $1.9 million, zero and zero for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Recent Accounting Pronouncements Not Yet Effective—In May 2014, FASB issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the consideration expected to be received in exchange for those goods or services. The updated standard will replace most existing GAAP revenue recognition guidance when it becomes effective, and permits the use of either the retrospective or cumulative effect transition method. Early adoption of this accounting standard is not permitted. ASU 2014-09 will become effective for the Company in the first quarter of the year ending December 31, 2017. The Company has not yet selected a transition method and is currently evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. | ||||||||||||
In August 2014, FASB issued Accounting Standards Update 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40).” The new guidance addresses management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Management's evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. | ||||||||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||||||||||
The Company's investments in money market accounts are recorded at fair value in the consolidated financial statements. All other financial instruments are classified as held-to-maturity investments and accordingly are recorded at amortized cost; however, the Company is required to determine the fair value of these investments on a recurring basis to identify any potential impairment. The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: | ||||||||||||||||||||||||||||||||||
Level 1—Observable inputs, such as quoted prices in active markets, | ||||||||||||||||||||||||||||||||||
Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly, or | ||||||||||||||||||||||||||||||||||
Level 3—Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. | ||||||||||||||||||||||||||||||||||
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company's money market funds and U.S. government bonds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Company's commercial paper, corporate bonds and agency bonds are classified within Level 2 of the fair value hierarchy because they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly. | ||||||||||||||||||||||||||||||||||
The Company classifies the contingent consideration liability, related to the acquisition of Restaurant Kritik, within Level 3, because it was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not observable in the market in the Level 3 measurement included our probability assessments of completion, appropriately discounted considering the uncertainties associated with the obligation, and were calculated in accordance with the terms of the asset purchase agreement. Refer to Note 5 regarding the effects of the acquisition on the Company's consolidated financial statements. | ||||||||||||||||||||||||||||||||||
The following table represents the Company's financial instruments measured at fair value as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
Cash Equivalents: | ||||||||||||||||||||||||||||||||||
Money market funds | $ | 208,593 | $ | — | $ | — | $ | 208,593 | $ | 360,690 | $ | — | $ | — | $ | 360,690 | ||||||||||||||||||
Marketable Securities: | ||||||||||||||||||||||||||||||||||
U.S. government bonds | 5,005 | — | — | 5,005 | — | — | — | — | ||||||||||||||||||||||||||
Commercial paper | — | 31,965 | — | 31,965 | — | — | — | — | ||||||||||||||||||||||||||
Corporate bonds | — | 29,486 | — | 29,486 | — | — | — | — | ||||||||||||||||||||||||||
Agency bonds | — | 90,575 | — | 90,575 | — | — | — | — | ||||||||||||||||||||||||||
Total cash equivalents and | ||||||||||||||||||||||||||||||||||
marketable securities | $ | 213,598 | $ | 152,026 | $ | — | $ | 365,624 | $ | 360,690 | $ | — | $ | — | $ | 360,690 | ||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||||
Contingent consideration liability | $ | — | $ | — | $ | 835 | $ | 835 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
MARKETABLE SECURITIES [Abstract] | |||||||||||||||||||||||||||
MARKETABLE SECURITIES | 4. MARKETABLE SECURITIES | ||||||||||||||||||||||||||
The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within two years, as of December 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||||
Unrealized | Unrealized | ||||||||||||||||||||||||||
Amortized Cost | Gains | Losses | Fair Value | ||||||||||||||||||||||||
Short-term marketable | |||||||||||||||||||||||||||
securities: | |||||||||||||||||||||||||||
Commercial paper | $ | 31,964 | $ | — | $ | — | $ | 31,964 | |||||||||||||||||||
Corporate bonds | 24,397 | 1 | -31 | 24,367 | |||||||||||||||||||||||
Agency bonds | 57,130 | 1 | -26 | 57,105 | |||||||||||||||||||||||
U.S. government bonds | 5,007 | — | (2) | 5,005 | |||||||||||||||||||||||
$ | 118,498 | $ | 2 | $ | -59 | $ | 118,441 | ||||||||||||||||||||
Long-term marketable | |||||||||||||||||||||||||||
securities: | |||||||||||||||||||||||||||
Corporate bonds | $ | 5,120 | $ | — | $ | -1 | $ | 5,119 | |||||||||||||||||||
Agency bonds | 33,492 | — | -22 | 33,470 | |||||||||||||||||||||||
$ | 38,612 | $ | — | $ | -23 | $ | 38,589 | ||||||||||||||||||||
Total marketable securities | $ | 157,111 | $ | 2 | $ | (82) | $ | 157,031 | |||||||||||||||||||
The following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2014, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): | |||||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||||
Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||||||
Corporate bonds | $ | 24,439 | $ | (32) | $ | — | $ | — | $ | 24,439 | $ | -32 | |||||||||||||||
Agency bonds | 79,564 | -48 | — | — | 79,564 | -48 | |||||||||||||||||||||
U.S. government bonds | 5,005 | (2) | — | — | 5,005 | -2 | |||||||||||||||||||||
Total | $ | 109,008 | $ | -82 | $ | — | $ | — | $ | 109,008 | $ | -82 | |||||||||||||||
The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration, severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will be required to sell the securities before recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of credit losses. During the three months and year ended December 31, 2014, the Company did not recognize any other-than-temporary impairment loss. The Company had no investments in marketable securities outside of money market funds prior to April 1, 2014. | |||||||||||||||||||||||||||
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACQUISITIONS [Abstract] | ||||||||
ACQUISITIONS | 5. ACQUISITIONS | |||||||
2014 Acquisitions | ||||||||
In 2014, the Company, through its wholly-owned subsidiary, Yelp Ireland Ltd., completed the acquisition of all the outstanding equity interests in Cityvox SAS. The Company, through its wholly-owned subsidiaries, Yelp Ireland Ltd. and Qype GmbH, also acquired the assets comprising the business conducted under the name Restaurant Kritik (“Restaurant Kritik”) from Kabukiman Ltd. The aggregate purchase price of these businesses was $15.3 million, net of $0.1 million cash acquired; the purchase price did not include stock in either transaction. Each of these acquisitions has been accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”), under the acquisition method. Accordingly, the aggregate purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition dates, and is subject to adjustment based on purchase price adjustment provisions contained in the acquisition agreements. The results of operations of the acquired companies have been included in the Company's consolidated financial statements from the respective acquisition dates. Net revenues, earnings since the acquisition and pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in aggregate. During the quarter ended December 31, 2014, the Company recorded acquisition-related transaction costs of $0.6 million, which were included in general and administrative expense. | ||||||||
Under the Restaurant Kritik asset purchase agreement, the Company agreed to pay an additional $0.9 million in consideration if the migration of Restaurant Kritik's content to Yelp is completed within one year of the acquisition date. The estimated fair value of the contingent consideration was approximately $0.8 million as of the acquisition date and is included in current liabilities on our consolidated balance sheet. | ||||||||
The following table presents the aggregate purchase price allocations recorded in the Company's consolidated balance sheets as of the acquisition dates (in thousands): | ||||||||
Net tangible assets | $ | -277 | ||||||
Goodwill | 13,995 | |||||||
Intangible assets | 1,546 | |||||||
Total purchase price (excluding contingent consideration) | 15,264 | |||||||
Contingent consideration | 826 | |||||||
Total purchase price | $ | 16,090 | ||||||
Estimated useful lives as of the acquisition dates of the intangible assets acquired are shown below: | ||||||||
Intangible Type | Useful Life | |||||||
Content | 5 years | |||||||
Developed technology | 0.5 years | |||||||
Trade name | 2 years | |||||||
Weighted average | 4.3 years | |||||||
The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill represents the excess value over both tangible and intangible assets acquired. The goodwill in these transactions is primarily attributable to traffic and the opportunity for expansion. None of the goodwill is expected to be deductible for tax purposes. | ||||||||
2013 Acquisition | ||||||||
On July 24, 2013, the Company acquired SeatMe, Inc. (“SeatMe”). In connection with the acquisition, all of the outstanding capital stock and options to purchase capital stock of SeatMe were converted into the right to receive an aggregate of approximately $2.2 million in cash and 260,901 shares of Yelp Class A common stock with an aggregate fair value of approximately $9.7 million, as determined on the basis of the closing market price of the Company's Class A common stock on the acquisition date. Of the total consideration paid in connection with the acquisition, $0.1 million in cash and 31,236 shares of Yelp Class A common stock were initially held in escrow to secure indemnification obligations. The key factor underlying the acquisition was securing the technology to provide online reservations directly through the Company's website with minimal product and engineering work. | ||||||||
The acquisition was accounted for as a business combination in accordance with ASC 805, with the results of SeatMe's operations included in the consolidated financial statements starting on July 24, 2013. The following table summarizes the consideration paid for SeatMe and the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||
24-Jul-13 | ||||||||
Fair value of purchase consideration: | ||||||||
Cash: | ||||||||
Distributed to SeatMe equity holders | $ | 2,057 | ||||||
Held in escrow account | 56 | |||||||
Class A common stock: | ||||||||
Distributed to SeatMe equity holders | 8,420 | |||||||
Held in escrow account | 1,246 | |||||||
Total purchase consideration | $ | 11,779 | ||||||
Fair value of net assets acquired: | ||||||||
Cash and cash equivalents | $ | 56 | ||||||
Property and equipment | 47 | |||||||
Intangibles | 1,440 | |||||||
Goodwill | 10,279 | |||||||
Other assets | 117 | |||||||
Total assets acquired | 11,939 | |||||||
Total liabilities assumed | 160 | |||||||
Net assets acquired | $ | 11,779 | ||||||
Estimated useful lives as of the acquisition date of the intangible assets acquired are shown below: | ||||||||
Intangible Type | Useful Life | |||||||
Developed technology | 6 years | |||||||
Customer relationships | 2 years | |||||||
Trade name | 2 years | |||||||
Weighted average | 5.6 years | |||||||
The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from the Company's opportunity to offer its customers and leverage the SeatMe web- and app-based reservation solution. None of the goodwill is deductible for tax purposes. | ||||||||
For the year ended December 31, 2013, the Company recorded acquisition-related transaction costs of approximately $0.2 million, which were included in general and administrative expense in the accompanying consolidated statement of operations. Net revenues, earnings since the acquisition and pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations, either individually or in aggregate. | ||||||||
2012 Acquisition | ||||||||
On October 23, 2012, the Company, through Yelp Ireland Ltd., completed the acquisition of all the outstanding equity interests of Qype for approximately $24.3 million in cash and Yelp Class A common stock with an approximate fair value of $23.3 million. Of the total consideration paid in connection with the acquisition, $10.3 million is held in the form of cash in escrow to secure indemnification obligations. The balance remaining in the escrow fund relating to this acquisition was approximately $7.5 million as of December 31, 2014. | ||||||||
The acquisition was accounted for as a business combination in accordance with ASC 805, with the results of Qype's operations included in the consolidated financial statements starting on October 23, 2012. The key factors underlying the acquisition were to secure an established European market presence, obtain Qype's content and traffic and the opportunity for expansion. The following table summarizes the consideration paid for Qype and the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||
23-Oct-12 | ||||||||
Fair value of purchase consideration: | ||||||||
Cash consideration | $ | 14,020 | ||||||
Cash in escrow account | 10,276 | |||||||
Fair value of Class A common stock | 23,254 | |||||||
Total purchase consideration | $ | 47,550 | ||||||
Fair value of net assets acquired: | ||||||||
Cash | $ | 172 | ||||||
Accounts receivable | 1,237 | |||||||
Other current assets | 1,239 | |||||||
Property and equipment | 233 | |||||||
Intangibles | 6,134 | |||||||
Goodwill | 48,056 | |||||||
Total assets acquired | 57,071 | |||||||
Accounts payable | 2,169 | |||||||
Accrued liabilities | 4,858 | |||||||
Deferred revenue | 1,190 | |||||||
Debt | 1,304 | |||||||
Total liabilities assumed | 9,521 | |||||||
Net assets acquired | $ | 47,550 | ||||||
The fair value of the 968,919 shares of Class A common stock issued as part of the consideration paid for Qype was determined on the basis of the closing market price of the Company's Class A common stock on the acquisition date. | ||||||||
Estimated useful lives as of the acquisition date of the intangible assets acquired are shown below: | ||||||||
Intangible Type | Useful Life | |||||||
Content | 5 years | |||||||
Advertiser relationships | 2 years | |||||||
Developed technology | 2 years | |||||||
Trade name | 2 years | |||||||
Weighted average | 3.6 years | |||||||
The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from the Company's opportunity to expand its geographic footprint in Europe, the future revenue opportunities that the Company expects to achieve from leveraging Qype's content to attract more traffic and users to its website and ultimately to acquire more advertisers. None of the goodwill is deductible for tax purposes. | ||||||||
For the year ended December 31, 2012, the Company recorded acquisition-related transaction costs of approximately $1.0 million, which were included in general and administrative expense in the accompanying consolidated statement of operations. | ||||||||
Refer to Note 14 regarding the tax effect of the acquisition on the Company's consolidated financial statements. | ||||||||
The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Qype, and includes the accounting effects resulting from the acquisition, including transaction, restructuring and integration costs, amortization charges from acquired intangible assets, and changes in depreciation due to differing asset values and depreciation lives as though the companies were combined as of January 1, 2012. The unaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2012 (in thousands, except per share data): | ||||||||
Pro Forma for the | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2012 | ||||||||
Revenue | $ | 146,265 | ||||||
Net income (loss) | (23,186 | ) | ||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.42 | ) | |||||
In October 2012, following the acquisition of Qype, the Company announced its plan to reduce the size of the Qype workforce and terminate several of Qype's leases. These actions were taken in order to reduce the Company's cost structure, enhance operating efficiencies and strengthen the Company's business to achieve long-term profitable growth. As a result of this plan, the Company incurred restructuring charges during the fourth quarter of 2012 and the first quarter of 2013, which were included in the restructuring and integration costs in the accompanying consolidated statements of operations for such periods. The Company's restructuring plan was substantially completed during the year ended December 31, 2013 and the remaining restructuring liability was zero as of December 31, 2014. The Company has recorded restructuring charges of $1.9 million through December 31, 2013. The following table summarizes the changes in the Company's restructuring liabilities (in thousands): | ||||||||
Balance as of December 31, 2012 | $ | 685 | ||||||
Provision | 935 | |||||||
Adjustment to provision | -261 | |||||||
Payments | -1,308 | |||||||
Balance as of December 31, 2013 | $ | 51 | ||||||
Payments | -51 | |||||||
Balance as of December 31, 2014 | $ | — | ||||||
CASH_AND_CASH_EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
CASH AND CASH EQUIVALENTS [Abstract] | ||||||||||
CASH AND CASH EQUIVALENTS | 6. CASH AND CASH EQUIVALENTS | |||||||||
Cash and cash equivalents as of December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Cash and cash equivalents | ||||||||||
Cash | $ | 38,719 | $ | 29,074 | ||||||
Money market funds | 208,593 | 360,690 | ||||||||
Total cash and cash equivalents | $ | 247,312 | $ | 389,764 | ||||||
The lease agreements for certain of the Company's offices require the Company to maintain letters of credit issued to the landlords of each facility. Each letter of credit is subject to renewal annually until the applicable lease expires and is collateralized by restricted cash. As of December 31, 2014 and December 31, 2013, the Company had letters of credit totaling $17.9 million and $3.2 million, respectively, related to such leases. | ||||||||||
PROPERTY_EQUIPMENT_AND_SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE, NET [Abstract] | ||||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 7. PROPERTY, EQUIPMENT AND SOFTWARE, NET | |||||||||||
Property, equipment and software, net as of December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Computer equipment | $ | 19,111 | $ | 13,348 | ||||||||
Software | 802 | 541 | ||||||||||
Capitalized website and software development costs | 27,602 | 13,878 | ||||||||||
Furniture and fixtures | 6,621 | 4,388 | ||||||||||
Leasehold improvements | 36,991 | 13,984 | ||||||||||
Telecommunication | 2,610 | 2,179 | ||||||||||
Total | 93,737 | 48,318 | ||||||||||
Less accumulated depreciation | (30,976 | ) | -17,652 | |||||||||
Net property, equipment and software | $ | 62,761 | $ | 30,666 | ||||||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was approximately $14.3 million, $7.9 million and $5.9 million, respectively. | ||||||||||||
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | 8. GOODWILL AND INTANGIBLE ASSETS | |||||||||||||||
Goodwill as of December 31, 2014 and 2013 and changes in the carrying amount of goodwill during the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||||||
Balance as of December 31, 2012 | $ | 48,605 | ||||||||||||||
Goodwill acquired | 10,279 | |||||||||||||||
Measurement period adjustment | (1,153 | ) | ||||||||||||||
Effect of currency translation | 1,959 | |||||||||||||||
Balance as of December 31, 2013 | $ | 59,690 | ||||||||||||||
Goodwill acquired | 13,995 | |||||||||||||||
Effect of currency translation | (6,378 | ) | ||||||||||||||
Balance as of December 31, 2014 | $ | 67,307 | ||||||||||||||
Under the terms of the share purchase agreement by and among the Company, its wholly-owned subsidiary Yelp Ireland Ltd., Qype and its shareholders, the Qype purchase price was subject to a post-closing adjustment based on Qype's net working capital as of the acquisition date. On April 15, 2013, Yelp and the former Qype shareholders agreed to an adjustment of the purchase price in favor of Yelp in the amount of €0.9 million (approximately $1.2 million as of April 15, 2013) based on Qype's net working capital as of the acquisition date. As this agreement occurred during the measurement period of the acquisition, as defined by ASC 805, the impact of this adjustment was recorded as an increase to cash and a decrease to goodwill. The related funds were released to the Company from the escrow fund during the year ended December 31, 2013. | ||||||||||||||||
The intangible assets detail at December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||||||||
Gross | Accumulated | Net | Weighted | |||||||||||||
Carrying | Amortization | Carrying | Average | |||||||||||||
Amount | Amount | Remaining | ||||||||||||||
Life | ||||||||||||||||
December 31, 2014: | ||||||||||||||||
Content | $ | 4,299 | $ | -1,393 | $ | 2,906 | 3.6 years | |||||||||
Developed technology | 1,963 | -861 | 1,102 | 4.2 years | ||||||||||||
Advertiser relationships | 1,853 | -1,853 | - | 0.0 years | ||||||||||||
Data licenses | 1,724 | -138 | 1,586 | 4.5 years | ||||||||||||
Trade name and other | 596 | -469 | 127 | 1.4 years | ||||||||||||
Domains | 253 | -188 | 65 | 3.5 years | ||||||||||||
$ | 10,688 | $ | -4,902 | $ | 5,786 | |||||||||||
Gross | Accumulated | Net | Weighted | |||||||||||||
Carrying | Amortization | Carrying | Average | |||||||||||||
Amount | Amount | Remaining | ||||||||||||||
Life | ||||||||||||||||
December 31, 2013: | ||||||||||||||||
Content | $ | 3,413 | $ | -811 | $ | 2,602 | 3.8 years | |||||||||
Advertiser relationships | 2,045 | -1,214 | 831 | 0.8 years | ||||||||||||
Developed technology | 1,851 | -422 | 1,429 | 4.8 years | ||||||||||||
Trade name and other | 553 | -276 | 277 | 1.1 years | ||||||||||||
Domains | 250 | -154 | 96 | 3.9 years | ||||||||||||
$ | 8,112 | $ | -2,877 | $ | 5,235 | |||||||||||
Amortization expense for the years ended December 31, 2014, 2013 and 2012 was approximately $2.4 million, $2.3 million and $0.4 million, respectively. | ||||||||||||||||
Estimated future amortization of purchased intangible assets at December 31, 2014 was as follows (in thousands): | ||||||||||||||||
Year ending December 31, | Amount | |||||||||||||||
2015 | $ | 1,694 | ||||||||||||||
2016 | 1,461 | |||||||||||||||
2017 | 1,299 | |||||||||||||||
2018 | 794 | |||||||||||||||
2019 and thereafter | 538 | |||||||||||||||
Total amortization | $ | 5,786 | ||||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
ACCRUED LIABILITIES [Abstract] | ||||||||||
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES | |||||||||
Accrued liabilities as of December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
Fixed asset purchase commitments | $ | 6,329 | $ | 2,247 | ||||||
Accrued commissions | 4,198 | 3,707 | ||||||||
Accrued vacation | 3,972 | 2,950 | ||||||||
Accrued employee related expenses | 2,116 | 1,784 | ||||||||
Accrued cost of sales | 2,052 | 624 | ||||||||
Accrued income, withholding, and business taxes | 1,354 | 1,837 | ||||||||
Accrued payroll tax | 1,251 | 1,508 | ||||||||
Deferred rent | 1,229 | 298 | ||||||||
Merchant revenue share liability | 1,218 | 932 | ||||||||
Other accrued expenses | 5,862 | 3,117 | ||||||||
Total | $ | 29,581 | $ | 19,004 | ||||||
OTHER_INCOME_EXPENSE_NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
OTHER INCOME (EXPENSE), NET [Abstract] | ||||||||||||||
OTHER INCOME (EXPENSE), NET | 10. OTHER INCOME (EXPENSE), NET | |||||||||||||
Other income (expense), net for the years ended December 31, 2014, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Interest income | $ | 727 | $ | 62 | $ | 51 | ||||||||
Transaction gain (loss) on foreign exchange | -121 | -251 | (259 | ) | ||||||||||
Other non-operating income (loss), net | -385 | -218 | (18 | ) | ||||||||||
Other income (expense), net | $ | 221 | $ | -407 | $ | (226 | ) | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES | ||||
Office Facility Leases—The Company leases its office facilities under operating lease agreements that expire from 2015 to 2026. Certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period. | |||||
Rental expense was $14.6 million, $8.7 million and $4.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Aggregate Future Lease Commitments—The Company's minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year are as follows at December 31, 2014 (in thousands): | |||||
Year Ending December 31, | Operating | ||||
Leases | |||||
2015 | $ | 25,617 | |||
2016 | 34,720 | ||||
2017 | 36,944 | ||||
2018 | 37,386 | ||||
2019 | 37,309 | ||||
Thereafter | 171,433 | ||||
Total minimum lease payments | $ | 343,409 | |||
Legal Proceedings—The Company is subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these matters will have a material adverse effect on the Company's business, financial position, results of operations or cash flows. | |||||
In February and March 2010, the Company was sued in two putative class actions on behalf of local businesses asserting various causes of action based on claims that the Company manipulated the ratings and reviews on its platform to coerce local businesses to buy its advertising products. These cases were subsequently consolidated in an action asserting claims for violation of the California Business and Professions Code, extortion and attempted extortion based on the conduct they allege and seeking monetary relief in an unspecified amount and injunctive relief. In October 2011, the court dismissed this consolidated action with prejudice. The plaintiffs have appealed to the U.S. Court of Appeals for the Ninth Circuit, which affirmed the dismissal of the consolidated action. The plaintiffs submitted a petition to the Ninth Circuit for a rehearing, which was denied on October 28, 2014. | |||||
In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of its officers. The lawsuits allege violations of the Exchange Act by the Company and its officers for allegedly making materially false and misleading statements regarding our business and operations between October 29, 2013 and April 3, 2014. These cases were subsequently consolidated and, in January 2015, plaintiffs filed a consolidated complaint seeking unspecified monetary damages and other relief. On February 6, 2015, the Company and the other named defendants filed a motion to dismiss the consolidated complaint, and the court is currently scheduled to have a hearing on the motion on April 16, 2015. | |||||
In addition, we are 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 matters will have a material adverse effect on our 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, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. | |||||
While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on the Company's financial position, results of operations or cash flows. | |||||
STOCKHOLDERS_EQUITY_DEFICIT
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract] | ||||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | 12. STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||||||||||||||||
Initial Public Offering | ||||||||||||||||||||||||||
In March 2012, the Company completed its initial public offering (“IPO”), whereby 8,172,500 shares of Class A common stock were sold by the Company (inclusive of 1,072,500 shares of Class A common stock from the full exercise of the overallotment option of shares granted to the underwriters) and 50,000 shares of Class A common stock were sold by a selling stockholder, The Yelp Foundation. The public offering price of the shares sold in the offering was $15.00 per share. The Company did not receive any proceeds from the sales of shares by the selling stockholder. The total gross proceeds from the offering to the Company were $122.6 million. After deducting underwriters' discounts and commissions and offering expenses, the aggregate net proceeds received by the Company totaled approximately $111.4 million. Immediately prior to the closing of the IPO, all shares of the Company's outstanding redeemable convertible preferred stock automatically converted into 35,816,772 shares of Class B common stock. As a result, following the IPO, the Company has two classes of authorized common stock outstanding: Class A common stock (one vote per share) and Class B common stock (ten votes per share). | ||||||||||||||||||||||||||
In November 2011, the board of directors of the Company approved the establishment of The Yelp Foundation (the “Foundation”), a non-profit organization designed to support consumers and businesses in the communities in which the Company operates. The Foundation's officers include several of the Company's current officers. The Company's board of directors approved a contribution and issuance of 520,000 shares of the Company's common stock to the Foundation, of which the Foundation has sold 100,000 shares, including 50,000 shares in the IPO. The Company recorded an expense in the amount of $5.9 million for the contribution based on the fair value of the common stock on the date the shares were issued to the Foundation. The Company recorded the expense as a charitable contribution expense as it constituted an unconditional transfer of assets to an entity in a voluntary nonreciprocal transfer. | ||||||||||||||||||||||||||
The Company has not consolidated the Foundation as (1) the Company does not have a financial interest in the Foundation, (2) the Company does not have voting rights and (3) the Foundation meets the definition of a non-profit organization under ASC 810-20, Consolidation – Control of Partnerships and Similar Entities as it is organized exclusively for charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and is governed by Section 5211(b) of the California Nonprofit Public Benefit Corporation Law. | ||||||||||||||||||||||||||
Follow-on Offering | ||||||||||||||||||||||||||
In October 2013, the Company closed its follow-on offering of 4,312,500 shares of its Class A common stock (inclusive of 562,500 shares of Class A common stock from the full exercise of the overallotment option of shares granted to the underwriters). The public offering price of the shares sold in the offering was $67.00 per share. The total gross proceeds from the offering to the Company were $288.9 million. After deducting underwriting discounts and commissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled approximately $276.5 million. | ||||||||||||||||||||||||||
The following table presents the shares authorized and issued and outstanding as of the periods presented: | ||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Shares | Shares | Shares | Shares | |||||||||||||||||||||||
Authorized | Issued and | Authorized | Issued and | |||||||||||||||||||||||
Outstanding | Outstanding | |||||||||||||||||||||||||
Stockholders' equity: | ||||||||||||||||||||||||||
Class A common stock, $0.000001 par value | 200,000,000 | 63,062,071 | 200,000,000 | 59,163,134 | ||||||||||||||||||||||
Class B common stock, $0.000001 par value | 100,000,000 | 9,858,511 | 100,000,000 | 11,711,359 | ||||||||||||||||||||||
Common stock, $0.000001 par value | 200,000,000 | — | 200,000,000 | — | ||||||||||||||||||||||
Undesignated Preferred Stock | 10,000,000 | — | 10,000,000 | — | ||||||||||||||||||||||
Common Stock Reserved for Future Issuance | ||||||||||||||||||||||||||
As of December 31, 2014, the Company had reserved shares of Class A and Class B common stock for future issuances in connection with the following: | ||||||||||||||||||||||||||
Options outstanding | 9,037,935 | |||||||||||||||||||||||||
Restricted stock units and awards outstanding | 1,131,849 | |||||||||||||||||||||||||
Available for future stock option and restricted stock units and awards grants | 5,010,212 | |||||||||||||||||||||||||
Available for future ESPP options | 1,958,667 | |||||||||||||||||||||||||
Total reserved for future issuance | 17,138,663 | |||||||||||||||||||||||||
Equity Incentive Plans | ||||||||||||||||||||||||||
The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”). In July 2011, the Company terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the IPO, all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, RSAs, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. | ||||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||
Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value at date of grant. Options granted to date generally vest either over a four-year period with 25% vesting at the end of one year and the remaining vesting monthly thereafter or over a four-year period with 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year. Options granted generally are exercisable for up to 10 years. | ||||||||||||||||||||||||||
A summary of stock option activity for the year ended December 31, 2014 is as follows: | ||||||||||||||||||||||||||
Options Outstanding | Weighted- | Aggregate | ||||||||||||||||||||||||
Average | Intrinsic Value | |||||||||||||||||||||||||
Remaining | (in thousands) | |||||||||||||||||||||||||
Contractual | ||||||||||||||||||||||||||
Term | ||||||||||||||||||||||||||
(in years) | ||||||||||||||||||||||||||
Number of | Weighted- | |||||||||||||||||||||||||
Shares | Average | |||||||||||||||||||||||||
Exercise | ||||||||||||||||||||||||||
Price | ||||||||||||||||||||||||||
Options outstanding—December 31, 2013 | 11,101,166 | $ | 18.24 | 8.17 | $ | 562,855 | ||||||||||||||||||||
Granted | 209,700 | 75.58 | ||||||||||||||||||||||||
Exercised | -1,679,654 | 11.99 | ||||||||||||||||||||||||
Canceled | -593,277 | 35.05 | ||||||||||||||||||||||||
Options outstanding—December 31, 2014 | 9,037,935 | $ | 19.64 | 7.26 | $ | 324,160 | ||||||||||||||||||||
Options vested and expected to vest as of December 31, 2014 | 8,717,559 | $ | 19.21 | 7.2 | $ | 315,938 | ||||||||||||||||||||
Options vested and exercisable as of December 31, 2014 | 4,658,770 | $ | 13.48 | 6.63 | $ | 193,221 | ||||||||||||||||||||
Aggregate intrinsic value represents the difference between the fair value of the Company's common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $108.7 million, $90.7 million and $31.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||||||||||||
The weighted-average grant date fair value of options granted was $41.84, $16.75 and $0.72 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||||||||||||
As of December 31, 2014, total unrecognized compensation costs, adjusted for estimated forfeitures, related to unvested stock options was approximately $54.7 million, which is expected to be recognized over a weighted-average time period of 2.03 years. | ||||||||||||||||||||||||||
The following table summarizes information about outstanding and vested stock options as of December 31, 2014: | ||||||||||||||||||||||||||
Options Outstanding | Options Vested | |||||||||||||||||||||||||
and Exercisable | ||||||||||||||||||||||||||
Exercise Price | Number of | Weighted | Weighted | Number of | Weighted | |||||||||||||||||||||
Range | Options | Average | Average | Options | Average | |||||||||||||||||||||
Outstanding | Remaining | Exercise | Exercise | |||||||||||||||||||||||
Life (Years) | Price | Price | ||||||||||||||||||||||||
$1.00 - $6.92 | 181,177 | 4.81 | $ | 4.54 | 177,010 | $ | 4.52 | |||||||||||||||||||
$7.16 | 3,014,841 | 6 | 7.16 | 2,578,444 | 7.16 | |||||||||||||||||||||
$8.16 - $18.85 | 1,178,719 | 7.15 | 14.16 | 577,297 | 12.58 | |||||||||||||||||||||
$18.91 - $21.13 | 262,158 | 8.17 | 20.28 | 87,572 | 20.12 | |||||||||||||||||||||
$21.18 | 1,817,455 | 8.1 | 21.18 | 566,786 | 21.18 | |||||||||||||||||||||
$21.24 - $26.03 | 1,133,496 | 7.92 | 24.86 | 330,909 | 24.41 | |||||||||||||||||||||
$26.89 - $51.98 | 961,006 | 8.3 | 33.95 | 251,284 | 33.79 | |||||||||||||||||||||
$58.32 - $78.18 | 463,658 | 8.91 | 67.73 | 89,468 | 66.17 | |||||||||||||||||||||
$82.42 | 1,875 | 9.66 | 82.42 | — | — | |||||||||||||||||||||
$94.42 | 23,550 | 9.16 | 94.42 | — | — | |||||||||||||||||||||
Total | 9,037,935 | 7.26 | $ | 19.64 | 4,658,770 | $ | 13.48 | |||||||||||||||||||
RSUs and RSAs | ||||||||||||||||||||||||||
The cost of RSUs and RSAs are determined using the fair value of the Company's common stock on the date of grant. RSUs and RSAs generally vest either over a four-year period with 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter, or over a four-year period with 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year. | ||||||||||||||||||||||||||
A summary of RSU and RSA activity for the year ended December 31, 2014 is as follows: | ||||||||||||||||||||||||||
Restricted Stock Units | Restricted Stock Awards | |||||||||||||||||||||||||
Number of | Weighted- | Number | Weighted- | |||||||||||||||||||||||
Shares | Average | of Shares | Average Grant | |||||||||||||||||||||||
Grant Date | Date Fair | |||||||||||||||||||||||||
Fair Value | Value | |||||||||||||||||||||||||
Unvested—December 31, 2013 | 443,603 | $ | 44.66 | 73,470 | $ | 9.41 | ||||||||||||||||||||
Granted | 905,839 | 71.76 | — | — | ||||||||||||||||||||||
Released | -101,872 | 39.69 | -42,500 | 9.36 | ||||||||||||||||||||||
Canceled | -115,721 | 62.57 | — | — | ||||||||||||||||||||||
Unvested—December 31, 2014 | 1,131,849 | $ | 64.96 | 30,970 | $ | 9.48 | ||||||||||||||||||||
As of December 31, 2014, the Company had approximately $61.6 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to RSUs and RSAs, which will be recognized over the remaining weighted-average vesting period of approximately 3.32 years. | ||||||||||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||||||||||
Concurrent with the effectiveness of the underwriting agreement in connection with the IPO on March 1, 2012, the ESPP became effective. The ESPP allows eligible employees to purchase shares of the Company's Class A common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations during designated offering periods. At the end of each offering period that began prior to December 1, 2014, employees are able to purchase shares at 85% of the lower of the fair market value of the Company's Class A common stock on the first trading day of the offering period or on the last day of the offering period. At the end of each offering period that began December 1, 2014 or later, employees are able to purchase shares at 85% of the fair market value of the Company's Class A common stock on the last day of the offering period. There were 279,538 shares purchased by employees under the ESPP at weighted-average purchase price of $31.73 per share during the year ended December 31, 2014. The Company recognized $4.5 million of stock-based compensation related to the ESPP during the year ended December 31, 2014. | ||||||||||||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||||||||||||
The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility in the fair market value of the Company's Class A common stock, a risk-free interest rate, expected dividends and the estimated forfeitures of unvested stock options. To the extent actual results differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on the Company's historical experience. | ||||||||||||||||||||||||||
The Company uses the straight-line method for expense attribution. For the years ended December 31, 2014, 2013 and 2012, the weighted-average assumptions are as follows: | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Dividend yield | — | — | — | |||||||||||||||||||||||
Annual risk-free rate | 2.07 | % | 1.25 | % | 1.01 | % | ||||||||||||||||||||
Expected volatility | 57.56 | % | 60.83 | % | 62.76 | % | ||||||||||||||||||||
Expected term (years) | 6.17 | 6.17 | 6.18 | |||||||||||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of the ESPP for the year ended December 31, 2014 and 2013. There were no offering periods prior to 2013. | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
Dividend yield | — | — | ||||||||||||||||||||||||
Annual risk-free rate | 0.18 | % | 0.19 | % | ||||||||||||||||||||||
Expected volatility | 47.14 | % | 56.30 | % | ||||||||||||||||||||||
Expected term (years) | 1.09 | 1.25 | ||||||||||||||||||||||||
The following table summarizes the effects of stock-based compensation related to stock-based awards to employees and non-employees on the Company's consolidated statements of operations as of December 31, 2014, 2013 and 2012, is as follows (in thousands): | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Cost of revenue | $ | 729 | $ | 421 | $ | 122 | ||||||||||||||||||||
Sales and marketing | 15,083 | 10,131 | 4,917 | |||||||||||||||||||||||
Product development | 14,804 | 6,270 | 1,705 | |||||||||||||||||||||||
General and administrative | 11,657 | 9,300 | 8,134 | |||||||||||||||||||||||
Restructuring and integration | — | 555 | — | |||||||||||||||||||||||
Total stock-based compensation in income (loss) before income taxes | $ | 42,273 | $ | 26,677 | $ | 14,878 | ||||||||||||||||||||
Benefit from income taxes | -15,064 | — | — | |||||||||||||||||||||||
Total stock-based compensation effects in income (loss) | 27,209 | 26,677 | 14,878 | |||||||||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company capitalized $2.3 million, $0.5 million and $0.3 million, respectively, of stock-based compensation as website development costs. | ||||||||||||||||||||||||||
NET_INCOME_LOSS_PER_SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
NET INCOME (LOSS) PER SHARE [Abstract] | ||||||||||||||||||||||||||
NET INCOME (LOSS) PER SHARE | 13. NET INCOME (LOSS) PER SHARE | |||||||||||||||||||||||||
Basic and diluted net income (loss) per share attributable to common stockholders are presented in conformity with the “two-class method” required for participating securities. Immediately prior to the consummation of the IPO in March 2012, all outstanding shares of preferred stock and common stock were converted to Class B common stock. As a result, Class A and Class B common stock are the only outstanding equity in the Company. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each class of Class B common stock is entitled to 10 votes per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder, and are automatically converted upon sale or transfer to Class A common stock, subject to certain limited exceptions, and in connection with certain other conversion events. | ||||||||||||||||||||||||||
Basic net income (loss) per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. The Company's potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options and, to a lesser extent, shares issuable upon the vesting of RSUs, RSAs and purchases related to the ESPP. The dilutive effect of these potential shares of common stock is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income (loss) per share of Class B common stock does not assume the conversion of Class B common stock. | ||||||||||||||||||||||||||
The undistributed earnings are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, as the conversion of Class B common stock is assumed in the computation of the diluted net income (loss) per share of Class A common stock, the undistributed earnings are equal to net income (loss) for that computation. | ||||||||||||||||||||||||||
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||
Basic net income (loss) per share | ||||||||||||||||||||||||||
attributable to common stockholders: | ||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||
Net income (loss) | $ | 31,178 | $ | 5,295 | $ | -6,291 | $ | -3,777 | $ | -3,464 | $ | -15,649 | ||||||||||||||
Accretion of redeemable | — | — | — | — | -6 | -26 | ||||||||||||||||||||
convertible preferred stock | ||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 31,178 | $ | 5,295 | $ | -6,291 | $ | -3,777 | $ | -3,470 | $ | -15,675 | ||||||||||||||
Denominator: | ||||||||||||||||||||||||||
Weighted-average shares | 61,492 | 10,444 | 41,033 | 24,632 | 9,815 | 44,333 | ||||||||||||||||||||
outstanding | ||||||||||||||||||||||||||
Basic net income (loss) per share | $ | 0.51 | $ | 0.51 | $ | -0.15 | $ | -0.15 | $ | -0.35 | $ | -0.35 | ||||||||||||||
attributable to common stockholders | ||||||||||||||||||||||||||
Diluted net income (loss) per share | ||||||||||||||||||||||||||
attributable to common stockholders: | ||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 31,178 | $ | 5,295 | $ | -6,291 | $ | -3,777 | $ | -3,470 | $ | -15,675 | ||||||||||||||
for basic calculation | ||||||||||||||||||||||||||
Reallocation of undistributed | 5,295 | — | — | — | — | — | ||||||||||||||||||||
earnings as a result of conversion | ||||||||||||||||||||||||||
from Class B to Class A shares | ||||||||||||||||||||||||||
Reallocation of undistributed | — | 911 | — | — | — | — | ||||||||||||||||||||
earnings to Class B shares | ||||||||||||||||||||||||||
Allocation of undistributed | $ | 36,473 | $ | 6,206 | $ | -6,291 | $ | -3,777 | $ | -3,470 | $ | -15,675 | ||||||||||||||
earnings | ||||||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||||||
Number of shares used in basic | 61,492 | 10,444 | 41,033 | 24,632 | 9,815 | 44,333 | ||||||||||||||||||||
calculation | ||||||||||||||||||||||||||
Weighted-average effect of dilutive | ||||||||||||||||||||||||||
securities | ||||||||||||||||||||||||||
Conversion of Class B to Class | 10,444 | — | — | — | — | — | ||||||||||||||||||||
A common shares outstanding | ||||||||||||||||||||||||||
Stock options | 4,377 | 2,584 | — | — | — | — | ||||||||||||||||||||
Other dilutive securities | 399 | 25 | — | — | — | — | ||||||||||||||||||||
Number of shares used in | 76,712 | 13,053 | 41,033 | 24,632 | 9,815 | 44,333 | ||||||||||||||||||||
diluted calculation | ||||||||||||||||||||||||||
Diluted net income (loss) per share attributable to common stockholders | $ | 0.48 | $ | 0.48 | $ | -0.15 | $ | -0.15 | $ | -0.35 | $ | -0.35 | ||||||||||||||
The following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Stock options | 71 | 11,101 | 10,113 | |||||||||||||||||||||||
Restricted stock units | — | 444 | 284 | |||||||||||||||||||||||
Restricted stock awards | — | 73 | 116 | |||||||||||||||||||||||
Employee stock purchase plan | — | 20 | — |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
INCOME TAXES [Abstract] | ||||||||||||||||
INCOME TAXES | 14. INCOME TAXES | |||||||||||||||
The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. | ||||||||||||||||
The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
United States | $ | 13,083 | $ | -6,184 | $ | -12,624 | ||||||||||
Foreign | -1,803 | -3,046 | -6,367 | |||||||||||||
Total | $ | 11,280 | $ | -9,230 | $ | -18,991 | ||||||||||
The income tax provision is composed of the following (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Current: | ||||||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||||||
State | 704 | 145 | 3 | |||||||||||||
Foreign | 1,322 | 1,189 | 136 | |||||||||||||
2,026 | 1,334 | 139 | ||||||||||||||
Deferred: | ||||||||||||||||
Federal | $ | -14,806 | $ | — | $ | — | ||||||||||
State | -7,613 | — | — | |||||||||||||
Foreign | -4,800 | -496 | -17 | |||||||||||||
-27,219 | -496 | -17 | ||||||||||||||
Total (benefit) provision for income taxes | $ | -25,193 | $ | 838 | $ | 122 | ||||||||||
The following table presents a reconciliation of the statutory federal rate and the Company's effective tax rate for the periods presented: | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Tax benefit at federal statutory rate | 35 | % | (34.00 | )% | (34.00 | )% | ||||||||||
State—net of federal effect | 3.63 | (4.71 | ) | (5.84 | ) | |||||||||||
Foreign rate differential | (2.17 | ) | 33.11 | (38.74 | ) | |||||||||||
Stock-based compensation | 12.76 | 1.21 | 7.96 | |||||||||||||
Acquisition costs | — | 0.51 | 2.39 | |||||||||||||
Meals & Entertainment | 3.75 | 3.74 | 3.05 | |||||||||||||
Tax credits | (23.37 | ) | (39.77 | ) | (5.22 | ) | ||||||||||
Change in valuation allowance | (248.14 | ) | 45.02 | 70.13 | ||||||||||||
Change in tax rate | (4.72 | ) | — | — | ||||||||||||
Other | (0.08 | ) | 3.95 | 0.91 | ||||||||||||
Effective tax rate | (223.34 | )% | 9.06 | % | 0.64 | % | ||||||||||
The effective tax rate in 2014 reflects a $28.2 million benefit associated with the release of valuation allowance previously recorded against certain domestic and foreign deferred tax assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. | ||||||||||||||||
At the end of 2013, the Company could not assert, at the required more-likely-than-not level of certainty, that its domestic and foreign operations would generate sufficient taxable income to realize all of our deferred tax assets after considering the duration and severity of losses in prior years, investments in domestic and international markets, and investments in employees, content, brand and technology. | ||||||||||||||||
During 2014, after consideration of the relative impact of all evidence, positive and negative, the Company determined, at the required more-likely-than-not level of certainty, that certain domestic and foreign deferred tax assets would be realized. In determining the need for a valuation allowance, the weight given to positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. Consideration was given to negative evidence that was also present in 2013. However, after considering the profit achieved in 2014 and expectations of continued profitability on an ongoing basis, we concluded that it was more-likely-than-not that the Company would have future taxable income sufficient to realize the benefit associated with certain domestic and foreign deferred tax assets. | ||||||||||||||||
Deferred income taxes reflect 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. The following table presents the significant components of the Company's deferred tax assets and liabilities for the periods presented (in thousands): | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Deferred tax assets: | ||||||||||||||||
Reserves and others | $ | 6,584 | $ | 4,285 | ||||||||||||
Accrued legal | — | 12 | ||||||||||||||
Stock-based compensation | 17,933 | 10,416 | ||||||||||||||
Contribution carryforward | 1,889 | 2,070 | ||||||||||||||
Net operating loss carryforward | 10,611 | 17,335 | ||||||||||||||
Tax credit carryforward | 4,957 | 4,671 | ||||||||||||||
Gross deferred tax assets | 41,974 | 38,789 | ||||||||||||||
Valuation allowance | (4,159 | ) | (31,166 | ) | ||||||||||||
Total deferred tax assets | 37,815 | 7,623 | ||||||||||||||
Deferred tax liabilities: | ||||||||||||||||
Depreciation and amortization | (10,738 | ) | (7,095 | ) | ||||||||||||
Total deferred tax liabilities | (10,738 | ) | (7,095 | ) | ||||||||||||
Net deferred tax assets | $ | 27,077 | $ | 528 | ||||||||||||
At December 31, 2014, the Company has federal and state net operating loss carryforwards of approximately $166.7 million and $146.5 million respectively, expiring beginning in 2024 and 2015, respectively. Further, the Company has trading losses in Ireland of $11.5 million. The Ireland trading losses may be carried forward indefinitely against Ireland profits. The Company has losses of $9.6 million and $13.4 million in Germany and France, respectively, which may be carried forward indefinitely against profits in the respective jurisdictions as a result of the acquisition of Qype and Cityvox. At December 31, 2014, the Company has federal research credit carryforwards of approximately $4.1 million that expire beginning in 2024, and California research credit carryforwards of approximately $3.8 million which do not expire. At December 31, 2014, the Company also has $4.5 million of California Enterprise Zone credit, expiring beginning in 2023. | ||||||||||||||||
Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in a limitation that will reduce the total amount of net operating loss carryforwards and credits that can be utilized. Further, Qype and Cityvox loss carryforwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations. | ||||||||||||||||
As a result of certain realization requirements of the accounting guidance for stock-based compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets at December 31, 2014 and 2013 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Approximately $163.5 million of federal net operating losses, $138.3 million of state net operating losses, $1.7 million of Ireland net operating losses, $2.5 million of federal research and development tax credits and $0.1 million of state Enterprise Zone credits are related to tax stock option deductions in excess of book deductions. The Company uses the accounting guidance for income taxes for purposes of determining when excess tax benefits have been realized. This amount will be credited to stockholders' equity when it is realized on the tax return. | ||||||||||||||||
It is the intention of the Company to reinvest the earnings from Yelp Canada Inc., Yelp UK Ltd., and Yelp Ireland Holding Company Limited and its subsidiaries. The Company does not provide for U.S. income taxes on the earnings of foreign subsidiaries as such earnings are to be reinvested indefinitely. As of December 31, 2014, the Company estimates $2.1 million of cumulative amount of earnings upon which U.S. income taxes have not been provided. The income tax liability would be insignificant if these earnings were to be repatriated | ||||||||||||||||
As of December 31, 2014, 2013 and 2012 the Company has $3.3 million, $1.8 million and $0.6 million, respectively, of unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Balance at the beginning of the year | $ | 1,774 | $ | 611 | $ | 1 | ||||||||||
Increase based on tax positions related to the prior year | 69 | 3 | 495 | |||||||||||||
Increase based on tax positions related to the current year | 1,433 | 1,160 | 115 | |||||||||||||
Balance at the end of the year | $ | 3,276 | $ | 1,774 | $ | 611 | ||||||||||
As of December 31, 2014, the Company has $3.2 million unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company's policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During the years ended December 31, 2014, 2013, and 2012, the Company had immaterial amounts related to the accrual of interest and penalties. | ||||||||||||||||
The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized tax benefits will increase or decrease within 12 months of the year ended December 31, 2014. | ||||||||||||||||
The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. Due to the Company's net losses, substantially all of its federal, state and foreign income tax returns since inception are still subject to audit. | ||||||||||||||||
RELATEDPARTY_TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED-PARTY TRANSACTIONS [Abstract] | |
RELATED-PARTY TRANSACTIONS | 15. RELATED-PARTY TRANSACTIONS |
The Company does not have any significant related party transactions, other than contributions made to The Foundation (see Note 12). | |
INFORMATION_ABOUT_REVENUE_AND_
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS [Abstract] | ||||||||||||||
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 16. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | |||||||||||||
The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the 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 one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reporting segment. | ||||||||||||||
The following tables present the Company's revenue by product line for the periods presented (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Net revenue by product: | ||||||||||||||
Local advertising | $ | 319,137 | $ | 192,983 | $ | 109,159 | ||||||||
Brand advertising | 34,482 | 27,960 | 20,579 | |||||||||||
Other services | 23,917 | 12,045 | 7,829 | |||||||||||
Total | $ | 377,536 | $ | 232,988 | $ | 137,567 | ||||||||
For the years ended December 31, 2014, 2013 and 2012, revenue generated internationally was 2.9%, 4.6% and 2.2%, respectively. Revenue by geography is based on the billing address of the customer. No individual customer accounted for 10% or more of consolidated net revenue in any of such periods. | ||||||||||||||
The following tables present the Company's long-lived assets by geographic region for the periods presented (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
Long-Lived Assets | 2014 | 2013 | 2012 | |||||||||||
United States | $ | 73,344 | $ | 29,186 | $ | 14,275 | ||||||||
All Other Countries | 5,900 | 1,786 | 702 | |||||||||||
Total | $ | 79,244 | $ | 30,972 | $ | 14,977 | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS |
On February 9, 2015, the Company acquired Eat24Hours.com, Inc. (“Eat24”), a leading web and app-based food ordering service, for an aggregate purchase price of $134 million, consisting of approximately 1.4 million shares of Yelp Class A common stock and $75 million cash, less certain transaction expenses and subject to customary working capital adjustments. The Company expects the acquisition to drive daily engagement in the key restaurant vertical and provide it with the opportunity to expand Eat24's offering to the approximately 1 million U.S. restaurants listed on the Company's platform. The company is currently in the process of valuing the assets acquired and liabilities assumed in the transaction. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||
Use of Estimates | Use of Estimates—The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management's estimates. | |||||||||||
Foreign Currency Translation | Foreign Currency Translation—The consolidated financial statements of the Company's foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchanges rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders' equity (deficit). | |||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents—The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash and cash equivalents primarily consist of amounts held in interest-bearing money market funds that were readily convertible to cash. The fair value of cash and cash equivalents approximates their carrying value. | |||||||||||
Marketable Securities | Marketable Securities—The Company determines the classification of its marketable securities at the time of purchase and re-evaluates these determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, and is included in interest income. Held-to-maturity securities with less than one year to maturity are included in short-term marketable securities. All other held-to-maturity securities are classified as long-term. | |||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure of each investment. | |||||||||||
Credit risk with respect to accounts receivable is dispersed due to the large number of customers. In addition, the Company's credit risk is mitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. When new information becomes available to indicate that the estimate provided as the allowance was incorrect, an adjustment, which is considered a change in estimate, is made. The fair value of accounts receivable approximates their carrying value. | ||||||||||||
As of December 31, 2014 and 2013, there were no customers that accounted for more than 10% of total accounts receivable. | ||||||||||||
The following table presents the changes in the allowance for doubtful accounts (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Allowance for doubtful accounts: | ||||||||||||
Balance, beginning of period | $ | 810 | $ | 384 | $ | 210 | ||||||
Add: bad debt expense | 6,369 | 3,210 | 1,913 | |||||||||
Less: write-offs, net of recoveries | (5,552 | ) | (2,784 | ) | (1,739 | ) | ||||||
Balance, end of period | $ | 1,627 | $ | 810 | $ | 384 | ||||||
Property, Equipment and Software | Property, Equipment and Software—Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to five years. Leasehold improvements are amortized over the lease term. | |||||||||||
Website and Internal-Use Software Development Costs | Website and Internal-Use Software Development Costs—Costs related to website and internal-use software are primarily related to the Company's website, including support systems. The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. | |||||||||||
The Company capitalized $13.9 million, $5.4 million and $3.2 million in website and internal-use software costs during the years ended December 31, 2014, 2013 and 2012, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expense related to website and internal-use software was $4.6 million, $2.6 million and $1.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company wrote off an immaterial amount, $0.1 million and $0.2 million of website and internal-use software costs during the years ended December 31, 2014, 2013 and 2012, respectively. The retirements were related to obsolete projects no longer supported by the Company. The loss on disposition of the projects has been included in depreciation and amortization expense in the Company's consolidated statements of operations. | ||||||||||||
Business Combinations | Business Combinations—The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company's consolidated statements of operations. | |||||||||||
Goodwill | Goodwill—Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is reviewed at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment under the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”). If we determine that it is more likely than not that its fair value is less than its carrying amount, or opt to not perform a qualitative assessment, then the two-step goodwill impairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment charges have been recorded to date. | |||||||||||
Intangible Assets | Intangible Assets—Intangible assets include acquired intangible assets identified through business combinations, which are carried at fair value less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the assets, generally 24 to 84 months. The Company reviews amortizable intangible assets to be held and used for impairment whenever events or changes in circumstance indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. No impairment charges have been recorded to date. | |||||||||||
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of—The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||
Revenue Recognition | Revenue Recognition—The Company generates revenue from local advertising, brand advertising and other services. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, service has been provided to the customer, collection of the fees is reasonably assured and the amount of fees to be paid by the customer are fixed or determinable. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the requisite service period. | |||||||||||
Local Advertising—Local advertising revenue is generated primarily through fixed monthly fee advertising plans with local businesses for advertising placements on the Company's website and mobile app. Revenue is recognized ratably over the service period, net of customer discounts. The arrangements are evidenced by written and/or electronic acceptance of the Company's agreement that stipulates the volume of advertising to be delivered and the pricing. | ||||||||||||
Brand Advertising—The Company generates brand advertising revenue through the sale of display advertisements (both graphic and text) on its website, including advertisements from leading national brands in the food and restaurant, automobile, financial services, logistics, consumer goods and health and fitness industries. The Company recognizes revenue from the sale of impression-based advertisements on its online network in the period in which the advertisements (“impressions”) are delivered, net of customer discounts. The Company also has brand revenue from fixed-price brand sponsorships that are recognized ratably over the service period. The arrangements are evidenced by insertion orders or contracts that stipulate the types of advertising to be delivered and the pricing. | ||||||||||||
Other Services—Other service revenue includes the sale of vouchers through the Company's “Yelp Deals” and “Gift Certificates,” revenue-sharing partner arrangements, partner reseller arrangements and the monetization of remnant advertising inventory through third-party ad networks. Yelp Deals allow merchants to promote themselves and offer discounted goods and services on a real-time basis to consumers directly on the Company's website and mobile app and, until the quarter ended December 31, 2011, via email. The Company earns a fee on Yelp Deals for acting as an agent in these transactions, which are recorded on a net basis and included in revenue upon sale of the deal. The Company records a sales allowance for potential Yelp Deal refunds based on the Company's estimate of future refunds. Gift Certificates allow merchants to sell full-priced gift certificates directly to customers through their business profile page. The Company earns a fee based on the amount of the Gift Certificate sold, which it records on a net basis and include in revenue upon a consumer's purchase of the Gift Certificate. Revenue-sharing partner arrangements provide consumers with the ability to complete food delivery transactions and make online reservations through third parties directly on Yelp. The Company also generates revenue through fixed-fee reseller agreements that allow partners to sell Yelp Branded Profiles to their clients and transaction-based arrangements allowing third-party data providers to update business listing information on behalf of businesses. | ||||||||||||
Multiple-Element Arrangements. The Company enters into arrangements with customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another. | ||||||||||||
The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and (3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. | ||||||||||||
VSOE. The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrow pricing range. The Company has not historically sold a large volume of transactions on a standalone basis. As a result, the Company has not been able to establish VSOE for any of its advertising products. | ||||||||||||
TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company's go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services' selling prices are on a standalone basis. As a result, the Company has not been able to establish selling price based on TPE. | ||||||||||||
BESP. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally used to allocate the selling price to deliverables in the Company's multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company will regularly review BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period. | ||||||||||||
The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met. | ||||||||||||
Cost of Revenue | Cost of Revenue—The Company's cost of revenue primarily consists of credit card processing fees, web hosting, Internet service costs and salaries, benefits and stock-based compensation for its infrastructure teams related to operating the Company's website as well as creative design for brand advertising and video production expenses. | |||||||||||
Stock-Based Compensation | Stock-Based Compensation—We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and our 2012 Employee Stock Purchase Plan (“ESPP”) to be measured based on the grant-date fair value of the awards. | |||||||||||
Share-based compensation expense is recorded net of estimated forfeitures in the Company's consolidated statements of income and, accordingly, is recorded for only those share-based awards that the Company expects to vest. The Company estimates the forfeiture rate based on historical forfeitures of equity awards and adjusts the rate to reflect changes in facts and circumstances, if any. The Company will revise its estimated forfeiture rate if actual forfeitures differ from its initial estimates. | ||||||||||||
Advertising Expenses | Advertising Expenses—Advertising expenses are expensed as incurred. Total advertising expenses incurred were $8.1 million, $1.3 million and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
Comprehensive income (loss) | Comprehensive income (loss)—The Company reports by major components and, as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss) and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Specifically, it includes foreign currency translation adjustments. | |||||||||||
Income Taxes | Income Taxes—The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. | |||||||||||
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. | ||||||||||||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||||||||||||
Stock Split | Stock Split—On January 25, 2012, the Company's board of directors approved a 1-for-4 reverse stock split of the Company's common stock. The reverse stock split became effective on February 2, 2012. Upon the effectiveness of the reverse stock split, (i) every four shares of outstanding common stock was decreased to one share of common stock, (ii) the number of shares of common stock into which each outstanding warrant or option to purchase common stock is exercisable was proportionally decreased on a 1-for-4 basis, (iii) the exercise price of each outstanding warrant or option to purchase common stock was proportionately increased on a 1-for-4 basis and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced on a 1-for-4 basis. All of the share numbers, share prices and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 1-for-4 reverse stock split. | |||||||||||
Employee Benefit Plan | Employee Benefit Plan—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. Employer contributions under this plan were $1.9 million, zero and zero for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective—In May 2014, FASB issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the consideration expected to be received in exchange for those goods or services. The updated standard will replace most existing GAAP revenue recognition guidance when it becomes effective, and permits the use of either the retrospective or cumulative effect transition method. Early adoption of this accounting standard is not permitted. ASU 2014-09 will become effective for the Company in the first quarter of the year ending December 31, 2017. The Company has not yet selected a transition method and is currently evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. | |||||||||||
In August 2014, FASB issued Accounting Standards Update 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40).” The new guidance addresses management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Management's evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. | ||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||
Schedule of Allowance for Doubtful Accounts Receivable | Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Allowance for doubtful accounts: | ||||||||||||
Balance, beginning of period | $ | 810 | $ | 384 | $ | 210 | ||||||
Add: bad debt expense | 6,369 | 3,210 | 1,913 | |||||||||
Less: write-offs, net of recoveries | (5,552 | ) | (2,784 | ) | (1,739 | ) | ||||||
Balance, end of period | $ | 1,627 | $ | 810 | $ | 384 |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value | 31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
Cash Equivalents: | ||||||||||||||||||||||||||||||||||
Money market funds | $ | 208,593 | $ | — | $ | — | $ | 208,593 | $ | 360,690 | $ | — | $ | — | $ | 360,690 | ||||||||||||||||||
Marketable Securities: | ||||||||||||||||||||||||||||||||||
U.S. government bonds | 5,005 | — | — | 5,005 | — | — | — | — | ||||||||||||||||||||||||||
Commercial paper | — | 31,965 | — | 31,965 | — | — | — | — | ||||||||||||||||||||||||||
Corporate bonds | — | 29,486 | — | 29,486 | — | — | — | — | ||||||||||||||||||||||||||
Agency bonds | — | 90,575 | — | 90,575 | — | — | — | — | ||||||||||||||||||||||||||
Total cash equivalents and | ||||||||||||||||||||||||||||||||||
marketable securities | $ | 213,598 | $ | 152,026 | $ | — | $ | 365,624 | $ | 360,690 | $ | — | $ | — | $ | 360,690 | ||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||||
Contingent consideration liability | $ | — | $ | — | $ | 835 | $ | 835 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
MARKETABLE SECURITIES [Abstract] | |||||||||||||||||||||||||||
Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity | As of December 31, 2014 | ||||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||||
Unrealized | Unrealized | ||||||||||||||||||||||||||
Amortized Cost | Gains | Losses | Fair Value | ||||||||||||||||||||||||
Short-term marketable | |||||||||||||||||||||||||||
securities: | |||||||||||||||||||||||||||
Commercial paper | $ | 31,964 | $ | — | $ | — | $ | 31,964 | |||||||||||||||||||
Corporate bonds | 24,397 | 1 | -31 | 24,367 | |||||||||||||||||||||||
Agency bonds | 57,130 | 1 | -26 | 57,105 | |||||||||||||||||||||||
U.S. government bonds | 5,007 | — | (2) | 5,005 | |||||||||||||||||||||||
$ | 118,498 | $ | 2 | $ | -59 | $ | 118,441 | ||||||||||||||||||||
Long-term marketable | |||||||||||||||||||||||||||
securities: | |||||||||||||||||||||||||||
Corporate bonds | $ | 5,120 | $ | — | $ | -1 | $ | 5,119 | |||||||||||||||||||
Agency bonds | 33,492 | — | -22 | 33,470 | |||||||||||||||||||||||
$ | 38,612 | $ | — | $ | -23 | $ | 38,589 | ||||||||||||||||||||
Total marketable securities | $ | 157,111 | $ | 2 | $ | (82) | $ | 157,031 | |||||||||||||||||||
Schedule of Securities in an Unrealized Loss Position | As of December 31, 2014 | ||||||||||||||||||||||||||
Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||||||
Corporate bonds | $ | 24,439 | $ | (32) | $ | — | $ | — | $ | 24,439 | $ | -32 | |||||||||||||||
Agency bonds | 79,564 | -48 | — | — | 79,564 | -48 | |||||||||||||||||||||
U.S. government bonds | 5,005 | (2) | — | — | 5,005 | -2 | |||||||||||||||||||||
Total | $ | 109,008 | $ | -82 | $ | — | $ | — | $ | 109,008 | $ | -82 | |||||||||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Restaurant Kritik and Cityvox [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | Net tangible assets | $ | -277 | |||||
Goodwill | 13,995 | |||||||
Intangible assets | 1,546 | |||||||
Total purchase price (excluding contingent consideration) | 15,264 | |||||||
Contingent consideration | 826 | |||||||
Total purchase price | $ | 16,090 | ||||||
Schedule of Acquired Intangible Assets | Intangible Type | Useful Life | ||||||
Content | 5 years | |||||||
Developed technology | 0.5 years | |||||||
Trade name | 2 years | |||||||
Weighted average | 4.3 years | |||||||
SeatMe [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | 24-Jul-13 | |||||||
Fair value of purchase consideration: | ||||||||
Cash: | ||||||||
Distributed to SeatMe equity holders | $ | 2,057 | ||||||
Held in escrow account | 56 | |||||||
Class A common stock: | ||||||||
Distributed to SeatMe equity holders | 8,420 | |||||||
Held in escrow account | 1,246 | |||||||
Total purchase consideration | $ | 11,779 | ||||||
Fair value of net assets acquired: | ||||||||
Cash and cash equivalents | $ | 56 | ||||||
Property and equipment | 47 | |||||||
Intangibles | 1,440 | |||||||
Goodwill | 10,279 | |||||||
Other assets | 117 | |||||||
Total assets acquired | 11,939 | |||||||
Total liabilities assumed | 160 | |||||||
Net assets acquired | $ | 11,779 | ||||||
Schedule of Acquired Intangible Assets | Intangible Type | Useful Life | ||||||
Developed technology | 6 years | |||||||
Customer relationships | 2 years | |||||||
Trade name | 2 years | |||||||
Weighted average | 5.6 years | |||||||
Qype [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | 23-Oct-12 | |||||||
Fair value of purchase consideration: | ||||||||
Cash consideration | $ | 14,020 | ||||||
Cash in escrow account | 10,276 | |||||||
Fair value of Class A common stock | 23,254 | |||||||
Total purchase consideration | $ | 47,550 | ||||||
Fair value of net assets acquired: | ||||||||
Cash | $ | 172 | ||||||
Accounts receivable | 1,237 | |||||||
Other current assets | 1,239 | |||||||
Property and equipment | 233 | |||||||
Intangibles | 6,134 | |||||||
Goodwill | 48,056 | |||||||
Total assets acquired | 57,071 | |||||||
Accounts payable | 2,169 | |||||||
Accrued liabilities | 4,858 | |||||||
Deferred revenue | 1,190 | |||||||
Debt | 1,304 | |||||||
Total liabilities assumed | 9,521 | |||||||
Net assets acquired | $ | 47,550 | ||||||
Schedule of Acquired Intangible Assets | Intangible Type | Useful Life | ||||||
Content | 5 years | |||||||
Advertiser relationships | 2 years | |||||||
Developed technology | 2 years | |||||||
Trade name | 2 years | |||||||
Weighted average | 3.6 years | |||||||
Schedule of Pro Forma Results | Pro Forma for the | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2012 | ||||||||
Revenue | $ | 146,265 | ||||||
Net income (loss) | (23,186 | ) | ||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.42 | ) | |||||
Schedule of Restructuring Charges | Balance as of December 31, 2012 | $ | 685 | |||||
Provision | 935 | |||||||
Adjustment to provision | -261 | |||||||
Payments | -1,308 | |||||||
Balance as of December 31, 2013 | $ | 51 | ||||||
Payments | -51 | |||||||
Balance as of December 31, 2014 | $ | — | ||||||
CASH_AND_CASH_EQUIVALENTS_Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
CASH AND CASH EQUIVALENTS [Abstract] | ||||||||||
Schedule of Cash and Cash Equivalents | December 31, | |||||||||
2014 | 2013 | |||||||||
Cash and cash equivalents | ||||||||||
Cash | $ | 38,719 | $ | 29,074 | ||||||
Money market funds | 208,593 | 360,690 | ||||||||
Total cash and cash equivalents | $ | 247,312 | $ | 389,764 | ||||||
PROPERTY_EQUIPMENT_AND_SOFTWAR1
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE, NET [Abstract] | ||||||||||||
Schedule of Property, Equipment and Software | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Computer equipment | $ | 19,111 | $ | 13,348 | ||||||||
Software | 802 | 541 | ||||||||||
Capitalized website and software development costs | 27,602 | 13,878 | ||||||||||
Furniture and fixtures | 6,621 | 4,388 | ||||||||||
Leasehold improvements | 36,991 | 13,984 | ||||||||||
Telecommunication | 2,610 | 2,179 | ||||||||||
Total | 93,737 | 48,318 | ||||||||||
Less accumulated depreciation | (30,976 | ) | -17,652 | |||||||||
Net property, equipment and software | $ | 62,761 | $ | 30,666 | ||||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||||||||||||||||
Schedule of Goodwill | Balance as of December 31, 2012 | $ | 48,605 | |||||||||||||
Goodwill acquired | 10,279 | |||||||||||||||
Measurement period adjustment | (1,153 | ) | ||||||||||||||
Effect of currency translation | 1,959 | |||||||||||||||
Balance as of December 31, 2013 | $ | 59,690 | ||||||||||||||
Goodwill acquired | 13,995 | |||||||||||||||
Effect of currency translation | (6,378 | ) | ||||||||||||||
Balance as of December 31, 2014 | $ | 67,307 | ||||||||||||||
Schedule of Intangible Assets | Gross | Accumulated | Net | Weighted | ||||||||||||
Carrying | Amortization | Carrying | Average | |||||||||||||
Amount | Amount | Remaining | ||||||||||||||
Life | ||||||||||||||||
December 31, 2014: | ||||||||||||||||
Content | $ | 4,299 | $ | -1,393 | $ | 2,906 | 3.6 years | |||||||||
Developed technology | 1,963 | -861 | 1,102 | 4.2 years | ||||||||||||
Advertiser relationships | 1,853 | -1,853 | - | 0.0 years | ||||||||||||
Data licenses | 1,724 | -138 | 1,586 | 4.5 years | ||||||||||||
Trade name and other | 596 | -469 | 127 | 1.4 years | ||||||||||||
Domains | 253 | -188 | 65 | 3.5 years | ||||||||||||
$ | 10,688 | $ | -4,902 | $ | 5,786 | |||||||||||
Gross | Accumulated | Net | Weighted | |||||||||||||
Carrying | Amortization | Carrying | Average | |||||||||||||
Amount | Amount | Remaining | ||||||||||||||
Life | ||||||||||||||||
December 31, 2013: | ||||||||||||||||
Content | $ | 3,413 | $ | -811 | $ | 2,602 | 3.8 years | |||||||||
Advertiser relationships | 2,045 | -1,214 | 831 | 0.8 years | ||||||||||||
Developed technology | 1,851 | -422 | 1,429 | 4.8 years | ||||||||||||
Trade name and other | 553 | -276 | 277 | 1.1 years | ||||||||||||
Domains | 250 | -154 | 96 | 3.9 years | ||||||||||||
$ | 8,112 | $ | -2,877 | $ | 5,235 | |||||||||||
Schedule of Future Amortization Expense | Year ending December 31, | Amount | ||||||||||||||
2015 | $ | 1,694 | ||||||||||||||
2016 | 1,461 | |||||||||||||||
2017 | 1,299 | |||||||||||||||
2018 | 794 | |||||||||||||||
2019 and thereafter | 538 | |||||||||||||||
Total amortization | $ | 5,786 | ||||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
ACCRUED LIABILITIES [Abstract] | ||||||||||
Schedule of Accrued Liabilities | December 31, | |||||||||
2014 | 2013 | |||||||||
Fixed asset purchase commitments | $ | 6,329 | $ | 2,247 | ||||||
Accrued commissions | 4,198 | 3,707 | ||||||||
Accrued vacation | 3,972 | 2,950 | ||||||||
Accrued employee related expenses | 2,116 | 1,784 | ||||||||
Accrued cost of sales | 2,052 | 624 | ||||||||
Accrued income, withholding, and business taxes | 1,354 | 1,837 | ||||||||
Accrued payroll tax | 1,251 | 1,508 | ||||||||
Deferred rent | 1,229 | 298 | ||||||||
Merchant revenue share liability | 1,218 | 932 | ||||||||
Other accrued expenses | 5,862 | 3,117 | ||||||||
Total | $ | 29,581 | $ | 19,004 | ||||||
OTHER_INCOME_EXPENSE_NET_Table
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
OTHER INCOME (EXPENSE), NET [Abstract] | ||||||||||||||
Schedule of Other Income (Expense) | Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Interest income | $ | 727 | $ | 62 | $ | 51 | ||||||||
Transaction gain (loss) on foreign exchange | -121 | -251 | (259 | ) | ||||||||||
Other non-operating income (loss), net | -385 | -218 | (18 | ) | ||||||||||
Other income (expense), net | $ | 221 | $ | -407 | $ | (226 | ) | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Schedule of minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year | Year Ending December 31, | Operating | |||
Leases | |||||
2015 | $ | 25,617 | |||
2016 | 34,720 | ||||
2017 | 36,944 | ||||
2018 | 37,386 | ||||
2019 | 37,309 | ||||
Thereafter | 171,433 | ||||
Total minimum lease payments | $ | 343,409 | |||
STOCKHOLDERS_EQUITY_DEFICIT_Ta
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract] | ||||||||||||||||||||||||||
Schedule of Stock by Class | 31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Shares | Shares | Shares | Shares | |||||||||||||||||||||||
Authorized | Issued and | Authorized | Issued and | |||||||||||||||||||||||
Outstanding | Outstanding | |||||||||||||||||||||||||
Stockholders' equity: | ||||||||||||||||||||||||||
Class A common stock, $0.000001 par value | 200,000,000 | 63,062,071 | 200,000,000 | 59,163,134 | ||||||||||||||||||||||
Class B common stock, $0.000001 par value | 100,000,000 | 9,858,511 | 100,000,000 | 11,711,359 | ||||||||||||||||||||||
Common stock, $0.000001 par value | 200,000,000 | — | 200,000,000 | — | ||||||||||||||||||||||
Undesignated Preferred Stock | 10,000,000 | — | 10,000,000 | — | ||||||||||||||||||||||
Schedule of Shares of Class A and Class B Common Stock Reserved for Future Issuance | Options outstanding | 9,037,935 | ||||||||||||||||||||||||
Restricted stock units and awards outstanding | 1,131,849 | |||||||||||||||||||||||||
Available for future stock option and restricted stock units and awards grants | 5,010,212 | |||||||||||||||||||||||||
Available for future ESPP options | 1,958,667 | |||||||||||||||||||||||||
Total reserved for future issuance | 17,138,663 | |||||||||||||||||||||||||
Schedule of Stock Option Activity | Options Outstanding | Weighted- | Aggregate | |||||||||||||||||||||||
Average | Intrinsic Value | |||||||||||||||||||||||||
Remaining | (in thousands) | |||||||||||||||||||||||||
Contractual | ||||||||||||||||||||||||||
Term | ||||||||||||||||||||||||||
(in years) | ||||||||||||||||||||||||||
Number of | Weighted- | |||||||||||||||||||||||||
Shares | Average | |||||||||||||||||||||||||
Exercise | ||||||||||||||||||||||||||
Price | ||||||||||||||||||||||||||
Options outstanding—December 31, 2013 | 11,101,166 | $ | 18.24 | 8.17 | $ | 562,855 | ||||||||||||||||||||
Granted | 209,700 | 75.58 | ||||||||||||||||||||||||
Exercised | -1,679,654 | 11.99 | ||||||||||||||||||||||||
Canceled | -593,277 | 35.05 | ||||||||||||||||||||||||
Options outstanding—December 31, 2014 | 9,037,935 | $ | 19.64 | 7.26 | $ | 324,160 | ||||||||||||||||||||
Options vested and expected to vest as of December 31, 2014 | 8,717,559 | $ | 19.21 | 7.2 | $ | 315,938 | ||||||||||||||||||||
Options vested and exercisable as of December 31, 2014 | 4,658,770 | $ | 13.48 | 6.63 | $ | 193,221 | ||||||||||||||||||||
Summary of Options Outstanding and Exercisable | Options Outstanding | Options Vested | ||||||||||||||||||||||||
and Exercisable | ||||||||||||||||||||||||||
Exercise Price | Number of | Weighted | Weighted | Number of | Weighted | |||||||||||||||||||||
Range | Options | Average | Average | Options | Average | |||||||||||||||||||||
Outstanding | Remaining | Exercise | Exercise | |||||||||||||||||||||||
Life (Years) | Price | Price | ||||||||||||||||||||||||
$1.00 - $6.92 | 181,177 | 4.81 | $ | 4.54 | 177,010 | $ | 4.52 | |||||||||||||||||||
$7.16 | 3,014,841 | 6 | 7.16 | 2,578,444 | 7.16 | |||||||||||||||||||||
$8.16 - $18.85 | 1,178,719 | 7.15 | 14.16 | 577,297 | 12.58 | |||||||||||||||||||||
$18.91 - $21.13 | 262,158 | 8.17 | 20.28 | 87,572 | 20.12 | |||||||||||||||||||||
$21.18 | 1,817,455 | 8.1 | 21.18 | 566,786 | 21.18 | |||||||||||||||||||||
$21.24 - $26.03 | 1,133,496 | 7.92 | 24.86 | 330,909 | 24.41 | |||||||||||||||||||||
$26.89 - $51.98 | 961,006 | 8.3 | 33.95 | 251,284 | 33.79 | |||||||||||||||||||||
$58.32 - $78.18 | 463,658 | 8.91 | 67.73 | 89,468 | 66.17 | |||||||||||||||||||||
$82.42 | 1,875 | 9.66 | 82.42 | — | — | |||||||||||||||||||||
$94.42 | 23,550 | 9.16 | 94.42 | — | — | |||||||||||||||||||||
Total | 9,037,935 | 7.26 | $ | 19.64 | 4,658,770 | $ | 13.48 | |||||||||||||||||||
Summary of RSUs and RSAs Activity | Restricted Stock Units | Restricted Stock Awards | ||||||||||||||||||||||||
Number of | Weighted- | Number | Weighted- | |||||||||||||||||||||||
Shares | Average | of Shares | Average Grant | |||||||||||||||||||||||
Grant Date | Date Fair | |||||||||||||||||||||||||
Fair Value | Value | |||||||||||||||||||||||||
Unvested—December 31, 2013 | 443,603 | $ | 44.66 | 73,470 | $ | 9.41 | ||||||||||||||||||||
Granted | 905,839 | 71.76 | — | — | ||||||||||||||||||||||
Released | -101,872 | 39.69 | -42,500 | 9.36 | ||||||||||||||||||||||
Canceled | -115,721 | 62.57 | — | — | ||||||||||||||||||||||
Unvested—December 31, 2014 | 1,131,849 | $ | 64.96 | 30,970 | $ | 9.48 | ||||||||||||||||||||
Schedule of Fair Value Assumptions | The Company uses the straight-line method for expense attribution. For the years ended December 31, 2014, 2013 and 2012, the weighted-average assumptions are as follows: | |||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Dividend yield | — | — | — | |||||||||||||||||||||||
Annual risk-free rate | 2.07 | % | 1.25 | % | 1.01 | % | ||||||||||||||||||||
Expected volatility | 57.56 | % | 60.83 | % | 62.76 | % | ||||||||||||||||||||
Expected term (years) | 6.17 | 6.17 | 6.18 | |||||||||||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of the ESPP for the year ended December 31, 2014 and 2013. There were no offering periods prior to 2013. | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
Dividend yield | — | — | ||||||||||||||||||||||||
Annual risk-free rate | 0.18 | % | 0.19 | % | ||||||||||||||||||||||
Expected volatility | 47.14 | % | 56.30 | % | ||||||||||||||||||||||
Expected term (years) | 1.09 | 1.25 | ||||||||||||||||||||||||
Schedule of Stock Compensation Expense | Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Cost of revenue | $ | 729 | $ | 421 | $ | 122 | ||||||||||||||||||||
Sales and marketing | 15,083 | 10,131 | 4,917 | |||||||||||||||||||||||
Product development | 14,804 | 6,270 | 1,705 | |||||||||||||||||||||||
General and administrative | 11,657 | 9,300 | 8,134 | |||||||||||||||||||||||
Restructuring and integration | — | 555 | — | |||||||||||||||||||||||
Total stock-based compensation in income (loss) before income taxes | $ | 42,273 | $ | 26,677 | $ | 14,878 | ||||||||||||||||||||
Benefit from income taxes | -15,064 | — | — | |||||||||||||||||||||||
Total stock-based compensation effects in income (loss) | 27,209 | 26,677 | 14,878 |
NET_INCOME_LOSS_PER_SHARE_Tabl
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
NET INCOME (LOSS) PER SHARE [Abstract] | ||||||||||||||||||||||||||
Schedule of Earnings Per Share | Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||
Basic net income (loss) per share | ||||||||||||||||||||||||||
attributable to common stockholders: | ||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||
Net income (loss) | $ | 31,178 | $ | 5,295 | $ | -6,291 | $ | -3,777 | $ | -3,464 | $ | -15,649 | ||||||||||||||
Accretion of redeemable | — | — | — | — | -6 | -26 | ||||||||||||||||||||
convertible preferred stock | ||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 31,178 | $ | 5,295 | $ | -6,291 | $ | -3,777 | $ | -3,470 | $ | -15,675 | ||||||||||||||
Denominator: | ||||||||||||||||||||||||||
Weighted-average shares | 61,492 | 10,444 | 41,033 | 24,632 | 9,815 | 44,333 | ||||||||||||||||||||
outstanding | ||||||||||||||||||||||||||
Basic net income (loss) per share | $ | 0.51 | $ | 0.51 | $ | -0.15 | $ | -0.15 | $ | -0.35 | $ | -0.35 | ||||||||||||||
attributable to common stockholders | ||||||||||||||||||||||||||
Diluted net income (loss) per share | ||||||||||||||||||||||||||
attributable to common stockholders: | ||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 31,178 | $ | 5,295 | $ | -6,291 | $ | -3,777 | $ | -3,470 | $ | -15,675 | ||||||||||||||
for basic calculation | ||||||||||||||||||||||||||
Reallocation of undistributed | 5,295 | — | — | — | — | — | ||||||||||||||||||||
earnings as a result of conversion | ||||||||||||||||||||||||||
from Class B to Class A shares | ||||||||||||||||||||||||||
Reallocation of undistributed | — | 911 | — | — | — | — | ||||||||||||||||||||
earnings to Class B shares | ||||||||||||||||||||||||||
Allocation of undistributed | $ | 36,473 | $ | 6,206 | $ | -6,291 | $ | -3,777 | $ | -3,470 | $ | -15,675 | ||||||||||||||
earnings | ||||||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||||||
Number of shares used in basic | 61,492 | 10,444 | 41,033 | 24,632 | 9,815 | 44,333 | ||||||||||||||||||||
calculation | ||||||||||||||||||||||||||
Weighted-average effect of dilutive | ||||||||||||||||||||||||||
securities | ||||||||||||||||||||||||||
Conversion of Class B to Class | 10,444 | — | — | — | — | — | ||||||||||||||||||||
A common shares outstanding | ||||||||||||||||||||||||||
Stock options | 4,377 | 2,584 | — | — | — | — | ||||||||||||||||||||
Other dilutive securities | 399 | 25 | — | — | — | — | ||||||||||||||||||||
Number of shares used in | 76,712 | 13,053 | 41,033 | 24,632 | 9,815 | 44,333 | ||||||||||||||||||||
diluted calculation | ||||||||||||||||||||||||||
Diluted net income (loss) per share attributable to common stockholders | $ | 0.48 | $ | 0.48 | $ | -0.15 | $ | -0.15 | $ | -0.35 | $ | -0.35 | ||||||||||||||
Schedule of Anti-dilutive Securities | Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Stock options | 71 | 11,101 | 10,113 | |||||||||||||||||||||||
Restricted stock units | — | 444 | 284 | |||||||||||||||||||||||
Restricted stock awards | — | 73 | 116 | |||||||||||||||||||||||
Employee stock purchase plan | — | 20 | — |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
INCOME TAXES [Abstract] | ||||||||||||||||
Schedule of Income (Loss) before Income Taxes | 2014 | 2013 | 2012 | |||||||||||||
United States | $ | 13,083 | $ | -6,184 | $ | -12,624 | ||||||||||
Foreign | -1,803 | -3,046 | -6,367 | |||||||||||||
Total | $ | 11,280 | $ | -9,230 | $ | -18,991 | ||||||||||
Schedule of Income Tax Provision | 2014 | 2013 | 2012 | |||||||||||||
Current: | ||||||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||||||
State | 704 | 145 | 3 | |||||||||||||
Foreign | 1,322 | 1,189 | 136 | |||||||||||||
2,026 | 1,334 | 139 | ||||||||||||||
Deferred: | ||||||||||||||||
Federal | $ | -14,806 | $ | — | $ | — | ||||||||||
State | -7,613 | — | — | |||||||||||||
Foreign | -4,800 | -496 | -17 | |||||||||||||
-27,219 | -496 | -17 | ||||||||||||||
Total (benefit) provision for income taxes | $ | -25,193 | $ | 838 | $ | 122 | ||||||||||
Reconciliation of Effective Income Tax Rate | 2014 | 2013 | 2012 | |||||||||||||
Tax benefit at federal statutory rate | 35 | % | (34.00 | )% | (34.00 | )% | ||||||||||
State—net of federal effect | 3.63 | (4.71 | ) | (5.84 | ) | |||||||||||
Foreign rate differential | (2.17 | ) | 33.11 | (38.74 | ) | |||||||||||
Stock-based compensation | 12.76 | 1.21 | 7.96 | |||||||||||||
Acquisition costs | — | 0.51 | 2.39 | |||||||||||||
Meals & Entertainment | 3.75 | 3.74 | 3.05 | |||||||||||||
Tax credits | (23.37 | ) | (39.77 | ) | (5.22 | ) | ||||||||||
Change in valuation allowance | (248.14 | ) | 45.02 | 70.13 | ||||||||||||
Change in tax rate | (4.72 | ) | — | — | ||||||||||||
Other | (0.08 | ) | 3.95 | 0.91 | ||||||||||||
Effective tax rate | (223.34 | )% | 9.06 | % | 0.64 | % | ||||||||||
Schedule of Deferred Tax Assets and Liabilities | 2014 | 2013 | ||||||||||||||
Deferred tax assets: | ||||||||||||||||
Reserves and others | $ | 6,584 | $ | 4,285 | ||||||||||||
Accrued legal | — | 12 | ||||||||||||||
Stock-based compensation | 17,933 | 10,416 | ||||||||||||||
Contribution carryforward | 1,889 | 2,070 | ||||||||||||||
Net operating loss carryforward | 10,611 | 17,335 | ||||||||||||||
Tax credit carryforward | 4,957 | 4,671 | ||||||||||||||
Gross deferred tax assets | 41,974 | 38,789 | ||||||||||||||
Valuation allowance | (4,159 | ) | (31,166 | ) | ||||||||||||
Total deferred tax assets | 37,815 | 7,623 | ||||||||||||||
Deferred tax liabilities: | ||||||||||||||||
Depreciation and amortization | (10,738 | ) | (7,095 | ) | ||||||||||||
Total deferred tax liabilities | (10,738 | ) | (7,095 | ) | ||||||||||||
Net deferred tax assets | $ | 27,077 | $ | 528 | ||||||||||||
Schedule of Unrecognized Tax Benefits | 2014 | 2013 | 2012 | |||||||||||||
Balance at the beginning of the year | $ | 1,774 | $ | 611 | $ | 1 | ||||||||||
Increase based on tax positions related to the prior year | 69 | 3 | 495 | |||||||||||||
Increase based on tax positions related to the current year | 1,433 | 1,160 | 115 | |||||||||||||
Balance at the end of the year | $ | 3,276 | $ | 1,774 | $ | 611 | ||||||||||
INFORMATION_ABOUT_REVENUE_AND_1
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS [Abstract] | ||||||||||||||
Schedule of Revenue by Product Line | Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Net revenue by product: | ||||||||||||||
Local advertising | $ | 319,137 | $ | 192,983 | $ | 109,159 | ||||||||
Brand advertising | 34,482 | 27,960 | 20,579 | |||||||||||
Other services | 23,917 | 12,045 | 7,829 | |||||||||||
Total | $ | 377,536 | $ | 232,988 | $ | 137,567 | ||||||||
Schedule of Long-Lived Assets by Geographic Region | December 31, | |||||||||||||
Long-Lived Assets | 2014 | 2013 | 2012 | |||||||||||
United States | $ | 73,344 | $ | 29,186 | $ | 14,275 | ||||||||
All Other Countries | 5,900 | 1,786 | 702 | |||||||||||
Total | $ | 79,244 | $ | 30,972 | $ | 14,977 | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
Capitalized website and internal-use software costs | $13.90 | $5.40 | $3.20 |
Amortization of website and internal-use software costs | 4.6 | 2.6 | 1.9 |
Write off of website and internal-use software costs | 0.1 | 0.1 | 0.2 |
Advertising expense | 8.1 | 1.3 | 0.7 |
Reverse stock split ratio | 0.25 | ||
Employer contributions | $1.90 | $0 | $0 |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 24 months | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 84 months | ||
Capitalized website and internally developed software costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Changes in Allowance for Doubtful Accounts) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts: | |||
Balance, beginning of period | $810 | $384 | $210 |
Add: bad debt expense | 6,369 | 3,210 | 1,913 |
Less: write-offs, net of recoveries | -5,552 | -2,784 | -1,739 |
Balance, end of period | $1,627 | $810 | $384 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $208,593 | $360,690 |
Marketable securities | 157,031 | |
Total cash equivalents and marketable securities | 365,624 | 360,690 |
Contingent consideration liability | 835 | |
U.S. government bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,005 | |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,965 | |
Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 29,486 | |
Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 90,575 | |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 208,593 | 360,690 |
Total cash equivalents and marketable securities | 213,598 | 360,690 |
Contingent consideration liability | ||
Recurring [Member] | Level 1 [Member] | U.S. government bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,005 | |
Recurring [Member] | Level 1 [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 1 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 1 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Total cash equivalents and marketable securities | 152,026 | |
Contingent consideration liability | ||
Recurring [Member] | Level 2 [Member] | U.S. government bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 2 [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,965 | |
Recurring [Member] | Level 2 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 29,486 | |
Recurring [Member] | Level 2 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 90,575 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Total cash equivalents and marketable securities | ||
Contingent consideration liability | 835 | |
Recurring [Member] | Level 3 [Member] | U.S. government bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Recurring [Member] | Level 3 [Member] | Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities |
MARKETABLE_SECURITIES_Schedule
MARKETABLE SECURITIES (Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $157,111 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | -82 | |
Fair Value | 157,031 | |
Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 118,498 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | -59 | |
Fair Value | 118,441 | |
Long-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 38,612 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | -23 | |
Fair Value | 38,589 | |
Commercial paper [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 31,965 | |
Commercial paper [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 31,964 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Fair Value | 31,964 | |
Corporate bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 29,486 | |
Corporate bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 24,397 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | -31 | |
Fair Value | 24,367 | |
Corporate bonds [Member] | Long-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 5,120 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | -1 | |
Fair Value | 5,119 | |
Agency bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 90,575 | |
Agency bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 57,130 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | -26 | |
Fair Value | 57,105 | |
Agency bonds [Member] | Long-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 33,492 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | -22 | |
Fair Value | 33,470 | |
U.S. government bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 5,005 | |
U.S. government bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 5,007 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | -2 | |
Fair Value | $5,005 |
MARKETABLE_SECURITIES_Schedule1
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Fair Value | |
Less than 12 months | $109,008 |
12 months or greater | |
Total | 109,008 |
Unrealized Loss | |
Less than 12 months | -82 |
12 months or greater | |
Total | -82 |
Corporate bonds [Member] | |
Fair Value | |
Less than 12 months | 24,439 |
12 months or greater | |
Total | 24,439 |
Unrealized Loss | |
Less than 12 months | -32 |
12 months or greater | |
Total | -32 |
Agency bonds [Member] | |
Fair Value | |
Less than 12 months | 79,564 |
12 months or greater | |
Total | 79,564 |
Unrealized Loss | |
Less than 12 months | -48 |
12 months or greater | |
Total | -48 |
U.S. government bonds [Member] | |
Fair Value | |
Less than 12 months | 5,005 |
12 months or greater | |
Total | 5,005 |
Unrealized Loss | |
Less than 12 months | -2 |
12 months or greater | |
Total | ($2) |
ACQUISITIONS_Summary_of_Purcha
ACQUISITIONS (Summary of Purchase Price and Net Assets Acquired) (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 24, 2013 | Oct. 23, 2012 | |
Fair value of purchase consideration: | |||||
Net cash consideration | $14,340,000 | $2,057,000 | $24,125,000 | ||
Fair value of net assets acquired: | |||||
Goodwill | 67,307,000 | 59,690,000 | 48,605,000 | ||
SeatMe [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition-related transaction costs | 200,000 | ||||
Shares issued or issuable for business acquisition | 260,901 | ||||
Fair value of purchase consideration: | |||||
Cash consideration | 2,200,000 | ||||
Fair value of common stock | 9,700,000 | ||||
Total purchase price | 11,779,000 | ||||
Fair value of net assets acquired: | |||||
Cash and cash equivalents | 56,000 | ||||
Property and equipment | 47,000 | ||||
Intangibles | 1,440,000 | ||||
Goodwill | 10,279,000 | ||||
Other assets | 117,000 | ||||
Total assets acquired | 11,939,000 | ||||
Total liabilities assumed | 160,000 | ||||
Net assets acquired | 11,779,000 | ||||
SeatMe [Member] | Distributed [Member] | |||||
Fair value of purchase consideration: | |||||
Cash consideration | 2,057,000 | ||||
Fair value of common stock | 8,420,000 | ||||
SeatMe [Member] | Escrow account [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued or issuable for business acquisition | 31,236 | ||||
Fair value of purchase consideration: | |||||
Cash consideration | 56,000 | ||||
Fair value of common stock | 1,246,000 | ||||
Qype [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition-related transaction costs | 1,000,000 | ||||
Funds held in escrow | 7,500,000 | ||||
Shares issued or issuable for business acquisition | 968,919 | ||||
Fair value of purchase consideration: | |||||
Cash consideration | 24,300,000 | ||||
Fair value of common stock | 23,254,000 | ||||
Total purchase price | 47,550,000 | ||||
Fair value of net assets acquired: | |||||
Cash and cash equivalents | 172,000 | ||||
Accounts receivable | 1,237,000 | ||||
Other current assets | 1,239,000 | ||||
Property and equipment | 233,000 | ||||
Intangibles | 6,134,000 | ||||
Goodwill | 48,056,000 | ||||
Total assets acquired | 57,071,000 | ||||
Accounts payable | 2,169,000 | ||||
Accrued liabilities | 4,858,000 | ||||
Deferred revenue | 1,190,000 | ||||
Debt | 1,304,000 | ||||
Total liabilities assumed | 9,521,000 | ||||
Net assets acquired | 47,550,000 | ||||
Qype [Member] | Distributed [Member] | |||||
Fair value of purchase consideration: | |||||
Cash consideration | 14,020,000 | ||||
Qype [Member] | Escrow account [Member] | |||||
Fair value of purchase consideration: | |||||
Cash consideration | 10,276,000 | ||||
Total purchase price | 10,300,000 | ||||
Restaurant Kritik and Cityvox [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash acquired from acquisition | 100,000 | ||||
Acquisition-related transaction costs | 600,000 | ||||
Contingent liability | 900,000 | ||||
Shares issued or issuable for business acquisition | 0 | ||||
Fair value of purchase consideration: | |||||
Net cash consideration | 15,264,000 | ||||
Contingent consideration | 826,000 | ||||
Total purchase price | 16,090,000 | ||||
Fair value of net assets acquired: | |||||
Net tangible assets | -277,000 | ||||
Intangibles | 1,546,000 | ||||
Goodwill | $13,995,000 |
ACQUISITIONS_Summary_of_Estima
ACQUISITIONS (Summary of Estimated Useful lives of Intangible Assets Acquired ) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Restaurant Kritik and Cityvox [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 4 years 3 months 18 days |
Restaurant Kritik and Cityvox [Member] | Content [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 5 years |
Restaurant Kritik and Cityvox [Member] | Developed technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 6 months |
Restaurant Kritik and Cityvox [Member] | Trade name [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
SeatMe [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 5 years 7 months 6 days |
SeatMe [Member] | Developed technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 6 years |
SeatMe [Member] | Trade name [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
SeatMe [Member] | Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
Qype [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 3 years 7 months 6 days |
Qype [Member] | Content [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 5 years |
Qype [Member] | Developed technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
Qype [Member] | Trade name [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
Qype [Member] | Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
ACQUISITIONS_Schedule_of_Pro_F
ACQUISITIONS (Schedule of Pro Forma Results) (Details) (Qype [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 |
Qype [Member] | |
Business Acquisition [Line Items] | |
Revenue | $146,265 |
Net loss | ($23,186) |
Basic and diluted net loss per share attributable to common stockholders | ($0.42) |
ACQUISITIONS_Summary_of_Restru
ACQUISITIONS (Summary of Restructuring Liabilities) (Details) (Qype [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Qype [Member] | ||
Business Acquisition [Line Items] | ||
Balance, beginning | $51,000 | $685,000 |
Provision | 935,000 | |
Adjustment to provision | -261,000 | |
Payments | -51,000 | -1,308,000 |
Balance, ending | 51,000 | |
Restructuring charges to date | $0 | $1,900,000 |
CASH_AND_CASH_EQUIVALENTS_Deta
CASH AND CASH EQUIVALENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and cash equivalents | ||||
Cash | $38,719 | $29,074 | ||
Money market funds | 208,593 | 360,690 | ||
Total cash and cash equivalents | 247,312 | 389,764 | 95,124 | 21,736 |
Restricted cash related to letters of credit | $17,943 | $3,247 |
PROPERTY_EQUIPMENT_AND_SOFTWAR2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET [Abstract] | |||
Depreciation expense | $14,300,000 | $7,900,000 | $5,900,000 |
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 93,737,000 | 48,318,000 | |
Less accumulated depreciation | -30,976,000 | -17,652,000 | |
Net property, equipment and software | 62,761,000 | 30,666,000 | |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 19,111,000 | 13,348,000 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 802,000 | 541,000 | |
Capitalized website and software development costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 27,602,000 | 13,878,000 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 6,621,000 | 4,388,000 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 36,991,000 | 13,984,000 | |
Telecommunication [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | $2,610,000 | $2,179,000 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
USD ($) | USD ($) | EUR (€) | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |||
Balance | $59,690 | $48,605 | |
Goodwill acquired | 13,995 | 10,279 | |
Measurement period adjustment | -1,153 | -900 | |
Effect of currency translation | -6,378 | 1,959 | |
Balance | $67,307 | $59,690 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |||
Amortization expense | $2,400,000 | $2,300,000 | $400,000 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 10,688,000 | 8,112,000 | |
Accumulated Amortization | -4,902,000 | -2,877,000 | |
Net Carrying Amount | 5,786,000 | 5,235,000 | |
Content [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 4,299,000 | 3,413,000 | |
Accumulated Amortization | -1,393,000 | -811,000 | |
Net Carrying Amount | 2,906,000 | 2,602,000 | |
Weighted Average Remaining Life | 3 years 7 months 6 days | 3 years 9 months 18 days | |
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,963,000 | 1,851,000 | |
Accumulated Amortization | -861,000 | -422,000 | |
Net Carrying Amount | 1,102,000 | 1,429,000 | |
Weighted Average Remaining Life | 4 years 2 months 12 days | 4 years 9 months 18 days | |
Advertiser relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,853,000 | 2,045,000 | |
Accumulated Amortization | -1,853,000 | -1,214,000 | |
Net Carrying Amount | 831,000 | ||
Weighted Average Remaining Life | 0 years | 9 months 18 days | |
Data licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,724,000 | ||
Accumulated Amortization | -138,000 | ||
Net Carrying Amount | 1,586,000 | ||
Weighted Average Remaining Life | 4 years 6 months | ||
Trade name and other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 596,000 | 553,000 | |
Accumulated Amortization | -469,000 | -276,000 | |
Net Carrying Amount | 127,000 | 277,000 | |
Weighted Average Remaining Life | 1 year 4 months 24 days | 1 year 1 month 6 days | |
Domains [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 253,000 | 250,000 | |
Accumulated Amortization | -188,000 | -154,000 | |
Net Carrying Amount | $65,000 | $96,000 | |
Weighted Average Remaining Life | 3 years 6 months | 3 years 10 months 24 days |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated future amortization expense: | ||
2015 | $1,694 | |
2016 | 1,461 | |
2017 | 1,299 | |
2018 | 794 | |
2019 and thereafter | 538 | |
Net Carrying Amount | $5,786 | $5,235 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ACCRUED LIABILITIES [Abstract] | ||
Fixed asset purchase commitments | $6,329 | $2,247 |
Accrued commissions | 4,198 | 3,707 |
Accrued vacation | 3,972 | 2,950 |
Accrued employee related expenses | 2,116 | 1,784 |
Accrued cost of sales | 2,052 | 624 |
Accrued income, withholding, and business taxes | 1,354 | 1,837 |
Accrued payroll tax | 1,251 | 1,508 |
Deferred rent | 1,229 | 298 |
Merchant revenue share liability | 1,218 | 932 |
Other accrued expenses | 5,862 | 3,117 |
Total | $29,581 | $19,004 |
OTHER_INCOME_EXPENSE_NET_Detai
OTHER INCOME (EXPENSE), NET (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
OTHER INCOME (EXPENSE), NET [Abstract] | |||
Interest income | $727 | $62 | $51 |
Transaction gain (loss) on foreign exchange | -121 | -251 | -259 |
Other non-operating income (loss), net | -385 | -218 | -18 |
Other income (expense), net | $221 | ($407) | ($226) |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Office Facility Lease) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
COMMITMENTS AND CONTINGENCIES [Abstract] | |||
Rental expense | $14.60 | $8.70 | $4.80 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of Aggregate Future Lease Commitments) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Aggregate Future Lease Commitments | |
2015 | $25,617 |
2016 | 34,720 |
2017 | 36,944 |
2018 | 37,386 |
2019 | 37,309 |
Thereafter | 171,433 |
Total minimum lease payments | $343,409 |
STOCKHOLDERS_EQUITY_DEFICIT_Cl
STOCKHOLDERS' EQUITY (DEFICIT) (Class of Stock Narrative) (Details) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||
Gross proceeds from public offering | $288.90 | $122.60 | ||
Net proceeds from public offering | 276.5 | 111.4 | ||
Shares issued as charitable contribution | 520,000 | |||
Charitable contribution expense | $5.90 | |||
Shareholder [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares | 100,000 | |||
Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares | 4,312,500 | 8,172,500 | ||
Offering price per share | $67 | $15 | ||
Voting rights | 1 | |||
Class A [Member] | Underwriters [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares | 562,500 | 1,072,500 | ||
Class A [Member] | Shareholder [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares | 50,000 | |||
Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of preferred stock | 35,816,772 | |||
Voting rights | 10 |
STOCKHOLDERS_EQUITY_DEFICIT_Aw
STOCKHOLDERS' EQUITY (DEFICIT) (Award Compensation Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $42,273,000 | $26,677,000 | $14,878,000 |
Capitalized stock-based compensation | 2,300,000 | 500,000 | 300,000 |
Stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Exercisable period | 10 years | ||
Intrinsic value of options exercised | 108,700,000 | 90,700,000 | 31,300,000 |
Weighted average grant date fair value | $41.84 | $16.75 | $0.72 |
Unrecognized compensation costs | 54,700,000 | ||
Unrecognized compensation costs, period for recognition | 2 years 11 days | ||
Stock options [Member] | End of year one [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 25.00% | ||
Stock options [Member] | First year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 10.00% | ||
Stock options [Member] | Second year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 20.00% | ||
Stock options [Member] | Third year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 30.00% | ||
Stock options [Member] | Fourth year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 40.00% | ||
RSUs and RSAs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Unrecognized compensation costs | 61,600,000 | ||
Unrecognized compensation costs, period for recognition | 3 years 3 months 25 days | ||
RSUs and RSAs [Member] | End of year one [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 25.00% | ||
RSUs and RSAs [Member] | First year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 10.00% | ||
RSUs and RSAs [Member] | Second year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 20.00% | ||
RSUs and RSAs [Member] | Third year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 30.00% | ||
RSUs and RSAs [Member] | Fourth year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rate | 40.00% | ||
ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Subscription rate of eligible compensation | 15.00% | ||
Purchase price, percentage of fair market value | 85.00% | ||
Number of shares purchased | 279,538 | ||
Weighted-average purchase price | $31.73 | ||
Stock-based compensation | $4,500,000 |
STOCKHOLDERS_EQUITY_DEFICIT_Sc
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Stock by Class) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' equity: | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common stock, Shares Issued | 72,920,582 | 70,874,493 |
Common stock, Shares Outstanding | 72,920,582 | 70,874,493 |
Undesignated Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Undesignated Preferred Stock, Shares Issued | ||
Undesignated Preferred Stock, Shares Outstanding | ||
Class A common stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock, Shares Issued | 63,062,071 | 59,163,134 |
Common stock, Shares Outstanding | 63,062,071 | 59,163,134 |
Class B common stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common stock, Shares Issued | 9,858,511 | 11,711,359 |
Common stock, Shares Outstanding | 9,858,511 | 11,711,359 |
Common stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock, Shares Issued | ||
Common stock, Shares Outstanding |
STOCKHOLDERS_EQUITY_DEFICIT_Sc1
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Shares Reserved for Issuance) (Details) | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 17,138,663 |
Options outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 9,037,935 |
Restricted stock units and awards outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 1,131,849 |
Available for future stock option and restricted stock units and awards grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 5,010,212 |
Available for future ESPP options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for future issuance | 1,958,667 |
STOCKHOLDERS_EQUITY_DEFICIT_Sc2
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Number of Shares | ||
Outstanding, beginning balance | 11,101,166 | |
Granted | 209,700 | |
Exercised | -1,679,654 | |
Canceled | -593,277 | |
Outstanding, ending balance | 9,037,935 | 11,101,166 |
Options vested and expected to vest | 8,717,559 | |
Options vested and exercisable | 4,658,770 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $18.24 | |
Granted | $75.58 | |
Exercised | $11.99 | |
Canceled | $35.05 | |
Outstanding, ending balance | $19.64 | $18.24 |
Options vested and expected to vest | $19.21 | |
Options vested and exercisable | $13.48 | |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 3 months 4 days | 8 years 2 months 1 day |
Weighted Average Remaining Contractual Term, Options vested and expected to vest | 7 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Options vested and exercisable | 6 years 7 months 17 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $562,855 | |
Outstanding, ending balance | 324,160 | 562,855 |
Options vested and expected to vest | 315,938 | |
Options vested and exercisable | $193,221 |
STOCKHOLDERS_EQUITY_DEFICIT_Su
STOCKHOLDERS' EQUITY (DEFICIT) (Summary of Options Outstanding and Exercisable) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding | 9,037,935 |
Weighted Average Remaining Life | 7 years 3 months 4 days |
Weighted Average Exercise Price | $19.64 |
Number of Options Exercisable | 4,658,770 |
Weighted Average Exercise Price | $13.48 |
$1.00 - $6.92 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $1 |
Exercise price, upper limit | $6.92 |
Number of Options Outstanding | 181,177 |
Weighted Average Remaining Life | 4 years 9 months 22 days |
Weighted Average Exercise Price | $4.54 |
Number of Options Exercisable | 177,010 |
Weighted Average Exercise Price | $4.52 |
$7.16 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $7.16 |
Exercise price, upper limit | $7.16 |
Number of Options Outstanding | 3,014,841 |
Weighted Average Remaining Life | 6 years |
Weighted Average Exercise Price | $7.16 |
Number of Options Exercisable | 2,578,444 |
Weighted Average Exercise Price | $7.16 |
$8.16 - $18.85 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $8.16 |
Exercise price, upper limit | $18.85 |
Number of Options Outstanding | 1,178,719 |
Weighted Average Remaining Life | 7 years 1 month 24 days |
Weighted Average Exercise Price | $14.16 |
Number of Options Exercisable | 577,297 |
Weighted Average Exercise Price | $12.58 |
$18.91 - $21.13 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $18.91 |
Exercise price, upper limit | $21.13 |
Number of Options Outstanding | 262,158 |
Weighted Average Remaining Life | 8 years 2 months 1 day |
Weighted Average Exercise Price | $20.28 |
Number of Options Exercisable | 87,572 |
Weighted Average Exercise Price | $20.12 |
$21.18 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $21.18 |
Exercise price, upper limit | $21.18 |
Number of Options Outstanding | 1,817,455 |
Weighted Average Remaining Life | 8 years 1 month 6 days |
Weighted Average Exercise Price | $21.18 |
Number of Options Exercisable | 566,786 |
Weighted Average Exercise Price | $21.18 |
$21.24 - $26.03 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $21.24 |
Exercise price, upper limit | $26.03 |
Number of Options Outstanding | 1,133,496 |
Weighted Average Remaining Life | 7 years 11 months 1 day |
Weighted Average Exercise Price | $24.86 |
Number of Options Exercisable | 330,909 |
Weighted Average Exercise Price | $24.41 |
$26.89 - $51.98 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $26.89 |
Exercise price, upper limit | $51.98 |
Number of Options Outstanding | 961,006 |
Weighted Average Remaining Life | 8 years 3 months 18 days |
Weighted Average Exercise Price | $33.95 |
Number of Options Exercisable | 251,284 |
Weighted Average Exercise Price | $33.79 |
$58.32 - $78.18 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $58.32 |
Exercise price, upper limit | $78.18 |
Number of Options Outstanding | 463,658 |
Weighted Average Remaining Life | 8 years 10 months 28 days |
Weighted Average Exercise Price | $67.73 |
Number of Options Exercisable | 89,468 |
Weighted Average Exercise Price | $66.17 |
$82.42 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $82.42 |
Exercise price, upper limit | $82.42 |
Number of Options Outstanding | 1,875 |
Weighted Average Remaining Life | 9 years 7 months 28 days |
Weighted Average Exercise Price | $82.42 |
Number of Options Exercisable | |
Weighted Average Exercise Price | |
$94.42 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $94.42 |
Exercise price, upper limit | $94.42 |
Number of Options Outstanding | 23,550 |
Weighted Average Remaining Life | 9 years 1 month 28 days |
Weighted Average Exercise Price | $94.42 |
Number of Options Exercisable | |
Weighted Average Exercise Price |
STOCKHOLDERS_EQUITY_DEFICIT_Sc3
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Restricted Stock Awards and Restricted Stock Units Activity) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted Stock Units [Member] | |
Number of Shares | |
Unvested, beginning balance | 443,603 |
Granted | 905,839 |
Released | -101,872 |
Canceled | -115,721 |
Unvested, ending balance | 1,131,849 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $44.66 |
Granted | $71.76 |
Released | $39.69 |
Canceled | $62.57 |
Unvested, ending balance | $64.96 |
Restricted Stock Awards [Member] | |
Number of Shares | |
Unvested, beginning balance | 73,470 |
Granted | |
Released | -42,500 |
Canceled | |
Unvested, ending balance | 30,970 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $9.41 |
Granted | |
Released | $9.36 |
Canceled | |
Unvested, ending balance | $9.48 |
STOCKHOLDERS_EQUITY_DEFICIT_Sc4
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Fair Value Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | |||
Annual risk-free rate | 2.07% | 1.25% | 1.01% |
Expected volatility | 57.56% | 60.83% | 62.76% |
Expected term | 6 years 2 months 1 day | 6 years 2 months 1 day | 6 years 2 months 5 days |
ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | |||
Annual risk-free rate | 0.18% | 0.19% | |
Expected volatility | 47.14% | 56.30% | |
Expected term | 1 year 1 month 2 days | 1 year 3 months |
STOCKHOLDERS_EQUITY_DEFICIT_Sc5
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Stock-Based Compensation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | $42,273 | $26,677 | $14,878 |
Benefit from income taxes | -15,064 | ||
Total stock-based compensation effects in income (loss) | 27,209 | 26,677 | 14,878 |
Cost of revenue [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 729 | 421 | 122 |
Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 15,083 | 10,131 | 4,917 |
Product development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 14,804 | 6,270 | 1,705 |
General and administration [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | 11,657 | 9,300 | 8,134 |
Restructuring and integration [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation in income (loss) before income taxes | $555 |
NET_INCOME_LOSS_PER_SHARE_Narr
NET INCOME (LOSS) PER SHARE (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Class A [Member] | |
Class of Stock [Line Items] | |
Voting rights | 1 |
Class B [Member] | |
Class of Stock [Line Items] | |
Voting rights | 10 |
NET_INCOME_LOSS_PER_SHARE_Sche
NET INCOME (LOSS) PER SHARE (Schedule of Basic and Diluted Net Loss Per Share) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||
Net income (loss) | $36,473 | ($10,068) | ($19,113) |
Accretion of redeemable convertible preferred stock | -32 | ||
Net income (loss) attributable to common stockholders (Class A and B) | 36,473 | -10,068 | -19,145 |
Denominator: | |||
Weighted-average shares outstanding | 71,936 | 65,665 | 54,149 |
Basic net income (loss) per share attributable to common stockholders | $0.51 | ($0.15) | ($0.35) |
Numerator: | |||
Allocation of undistributed earnings for basic calculation | 36,473 | -10,068 | -19,145 |
Denominator: | |||
Number of shares used in basic calculation | 71,936 | 65,665 | 54,149 |
Weighted-average effect of dilutive securities | |||
Number of shares used in diluted calculation | 76,712 | 65,665 | 54,149 |
Diluted net income (loss) per share attributable to common stockholders | $0.48 | ($0.15) | ($0.35) |
Class A [Member] | |||
Numerator: | |||
Net income (loss) | 31,178 | -6,291 | -3,464 |
Accretion of redeemable convertible preferred stock | -6 | ||
Net income (loss) attributable to common stockholders (Class A and B) | 31,178 | -6,291 | -3,470 |
Denominator: | |||
Weighted-average shares outstanding | 61,492 | 41,033 | 9,815 |
Basic net income (loss) per share attributable to common stockholders | $0.51 | ($0.15) | ($0.35) |
Numerator: | |||
Allocation of undistributed earnings for basic calculation | 31,178 | -6,291 | -3,470 |
Reallocation of undistributed earnings to Class B shares | 5,295 | ||
Reallocation of undistributed earnings to Class B shares | |||
Allocation of undistributed earnings | 36,473 | -6,291 | -3,470 |
Denominator: | |||
Number of shares used in basic calculation | 61,492 | 41,033 | 9,815 |
Weighted-average effect of dilutive securities | |||
Conversion of Class B to Class A common shares outstanding | 10,444 | ||
Stock options | 4,377 | ||
Other dilutive securities | 399 | ||
Number of shares used in diluted calculation | 76,712 | 41,033 | 9,815 |
Diluted net income (loss) per share attributable to common stockholders | $0.48 | ($0.15) | ($0.35) |
Class B [Member] | |||
Numerator: | |||
Net income (loss) | 5,295 | -3,777 | -15,649 |
Accretion of redeemable convertible preferred stock | -26 | ||
Net income (loss) attributable to common stockholders (Class A and B) | 5,295 | -3,777 | -15,675 |
Denominator: | |||
Weighted-average shares outstanding | 10,444 | 24,632 | 44,333 |
Basic net income (loss) per share attributable to common stockholders | $0.51 | ($0.15) | ($0.35) |
Numerator: | |||
Allocation of undistributed earnings for basic calculation | 5,295 | -3,777 | -15,675 |
Reallocation of undistributed earnings to Class B shares | |||
Reallocation of undistributed earnings to Class B shares | 911 | ||
Allocation of undistributed earnings | $6,206 | ($3,777) | ($15,675) |
Denominator: | |||
Number of shares used in basic calculation | 10,444 | 24,632 | 44,333 |
Weighted-average effect of dilutive securities | |||
Conversion of Class B to Class A common shares outstanding | |||
Stock options | 2,584 | ||
Other dilutive securities | 25 | ||
Number of shares used in diluted calculation | 13,053 | 24,632 | 44,333 |
Diluted net income (loss) per share attributable to common stockholders | $0.48 | ($0.15) | ($0.35) |
NET_INCOME_LOSS_PER_SHARE_Sche1
NET INCOME (LOSS) PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 71 | 11,101 | 10,113 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 444 | 284 | |
Restricted Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 73 | 116 | |
ESPP [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive awards | 20 |
INCOME_TAXES_Schedule_of_Incom
INCOME TAXES (Schedule of Income (Loss) before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
INCOME TAXES [Abstract] | |||
United States | $13,083 | ($6,184) | ($12,624) |
Foreign | -1,803 | -3,046 | -6,367 |
Income (Loss) before income taxes | $11,280 | ($9,230) | ($18,991) |
INCOME_TAXES_Schedule_of_Incom1
INCOME TAXES (Schedule of Income Tax Provision) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | |||
State | 704 | 145 | 3 |
Foreign | 1,322 | 1,189 | 136 |
Current income tax provision (benefit) | 2,026 | 1,334 | 139 |
Deferred: | |||
Federal | -14,806 | ||
State | -7,613 | ||
Foreign | -4,800 | -496 | -17 |
Deferred income tax provision (benefit) | -27,219 | -496 | -17 |
Total (benefit) provision for income taxes | ($25,193) | $838 | $122 |
INCOME_TAXES_Reconciliation_of
INCOME TAXES (Reconciliation of the Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | |||
Tax benefit at federal statutory rate | 35.00% | -34.00% | -34.00% |
State - net of federal effect | 3.63% | -4.71% | -5.84% |
Foreign rate differential | -2.17% | 33.11% | -38.74% |
Stock-based compensation | 12.76% | 1.21% | 7.96% |
Acquisition costs | 0.51% | 2.39% | |
Meals & Entertainment | 3.75% | 3.74% | 3.05% |
Tax credits | -23.37% | -39.77% | -5.22% |
Change in valuation allowance | -248.14% | 45.02% | 70.13% |
Change in tax rate | -4.72% | ||
Other | -0.08% | 3.95% | 0.91% |
Effective tax rate | -223.34% | 9.06% | 0.64% |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Reserves and others | $6,584 | $4,285 |
Accrued legal | 12 | |
Stock-based compensation | 17,933 | 10,416 |
Contribution carryforward | 1,889 | 2,070 |
Net operating loss carryforward | 10,611 | 17,335 |
Tax credit carryforward | 4,957 | 4,671 |
Gross deferred tax assets | 41,974 | 38,789 |
Valuation allowance | -4,159 | -31,166 |
Total deferred tax assets | 37,815 | 7,623 |
Deferred tax liabilities: | ||
Depreciation and amortization | -10,738 | -7,095 |
Total deferred tax liabilities | -10,738 | -7,095 |
Net deferred tax assets | $27,077 | $528 |
INCOME_TAXES_Reconciliation_of1
INCOME TAXES (Reconciliation of Unrecognized Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
INCOME TAXES [Abstract] | |||
Balance at the beginning of the year | $1,774 | $611 | $1 |
Increase based on tax positions related to the prior year | 69 | 3 | 495 |
Increase based on tax positions related to the current year | 1,433 | 1,160 | 115 |
Balance at the end of the year | $3,276 | $1,774 | $611 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
INCOME TAXES [Abstract] | ||||
Benefit attributable to California Enterprise Zone credits | $28,200,000 | |||
Earnings of foreign subsidiaries to be reinvested indefinitely | 2,100,000 | |||
Unrecognized tax benefits | 3,276,000 | 1,774,000 | 611,000 | 1,000 |
Unrecognized tax benefits that would affect the effective tax rate | 3,200,000 | |||
California Enterprise Zone Credit [Member] | ||||
Income Taxes [Line Items] | ||||
Credit carryforwards | 4,500,000 | |||
Domestic [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 166,700,000 | |||
Tax stock option deductions in excess of book deductions | 163,500,000 | |||
Domestic [Member] | Research [Member] | ||||
Income Taxes [Line Items] | ||||
Credit carryforwards | 4,100,000 | |||
Tax stock option deductions in excess of book deductions | 2,500,000 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 146,500,000 | |||
Tax stock option deductions in excess of book deductions | 138,300,000 | |||
State [Member] | Research [Member] | ||||
Income Taxes [Line Items] | ||||
Tax stock option deductions in excess of book deductions | 3,800,000 | |||
State [Member] | State Enterprise Zone Credit [Member] | ||||
Income Taxes [Line Items] | ||||
Tax stock option deductions in excess of book deductions | 100,000 | |||
Ireland [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 11,500,000 | |||
Tax stock option deductions in excess of book deductions | 1,700,000 | |||
Germany [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 9,600,000 | |||
France [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $13,400,000 |
INFORMATION_ABOUT_REVENUE_AND_2
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Revenue) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $377,536 | $232,988 | $137,567 |
Local advertising [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 319,137 | 192,983 | 109,159 |
Brand advertising [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 34,482 | 27,960 | 20,579 |
Other services [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $23,917 | $12,045 | $7,829 |
INFORMATION_ABOUT_REVENUE_AND_3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Narrative) (Details) (Revenue [Member], International [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue [Member] | International [Member] | |||
Concentration Risk [Line Items] | |||
Percentage | 2.90% | 4.60% | 2.20% |
INFORMATION_ABOUT_REVENUE_AND_4
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $79,244 | $30,972 | $14,977 |
Unites States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 73,344 | 29,186 | 14,275 |
All Other Countries [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $5,900 | $1,786 | $702 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], Eat24 [Member], USD $) | 0 Months Ended |
In Thousands, except Share data, unless otherwise specified | Feb. 09, 2015 |
Subsequent Event [Line Items] | |
Aggregate purchase price | $134,000 |
Cash paid | $75,000 |
Class A common stock [Member] | |
Subsequent Event [Line Items] | |
Shares issued | 1,400,000 |