DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Registrant Name | YELP INC | |
Entity Central Index Key | 1,345,016 | |
Trading Symbol | YELP | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 78,457,418 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 224,891 | $ 171,613 |
Short-term marketable securities | 207,404 | 199,214 |
Accounts receivable (net of allowance for doubtful accounts of $5,117 and $3,208 at September 30, 2016 and December 31, 2015, respectively) | 66,588 | 52,755 |
Prepaid expenses and other current assets | 15,609 | 19,700 |
Total current assets | 514,492 | 443,282 |
Property, equipment and software, net | 93,838 | 80,467 |
Goodwill | 173,626 | 172,197 |
Intangibles, net | 34,302 | 39,294 |
Restricted cash | 17,311 | 16,486 |
Other non-current assets | 12,019 | 3,701 |
Total assets | 845,588 | 755,427 |
Current liabilities: | ||
Accounts payable | 1,005 | 3,388 |
Accrued liabilities | 59,330 | 43,458 |
Deferred revenue | 3,227 | 2,931 |
Total current liabilities | 63,562 | 49,777 |
Long-term liabilities | 16,445 | 12,030 |
Total liabilities | 80,007 | 61,807 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.000001 par value - 200,000,000 and 500,000,000 shares authorized; 78,313,999 and 75,982,802 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | ||
Additional paid-in capital | 856,115 | 774,022 |
Accumulated other comprehensive loss | (12,050) | (13,519) |
Accumulated deficit | (78,484) | (66,883) |
Total stockholders' equity | 765,581 | 693,620 |
Total liabilities and stockholders' equity | $ 845,588 | $ 755,427 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,117 | $ 3,208 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 200,000,000 | 500,000,000 |
Common stock, shares issued | 78,313,999 | 75,982,802 |
Common stock, shares outstanding | 78,313,999 | 75,982,802 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 186,232 | $ 143,559 | $ 518,273 | $ 395,980 | |
Costs and expenses: | |||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 14,594 | 14,259 | 44,759 | 36,015 | |
Sales and marketing | 99,274 | 82,949 | 289,304 | 214,229 | |
Product development | 36,369 | 28,511 | 101,689 | 78,816 | |
General and administrative | 24,876 | 20,990 | 70,109 | 60,207 | |
Depreciation and amortization | 9,159 | 7,562 | 25,912 | 21,624 | |
Total costs and expenses | 184,272 | 154,271 | 531,773 | 410,891 | |
Income (loss) from operations | 1,960 | (10,712) | (13,500) | (14,911) | |
Other income (expense), net | 327 | (545) | 952 | 346 | |
Income (loss) before income taxes | 2,287 | (11,257) | (12,548) | (14,565) | |
Benefit (Provision) for income taxes | (217) | 3,175 | (385) | 3,894 | |
Net income (loss) attributable to common stockholders | [1] | $ 2,070 | $ (8,082) | $ (12,933) | $ (10,671) |
Net income (loss) per share attributable to common stockholders | |||||
Basic | [1] | $ 0.03 | $ (0.11) | $ (0.17) | $ (0.14) |
Diluted | [1] | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders | |||||
Basic | [1] | 77,521 | 75,019 | 76,627 | 74,450 |
Diluted | [1] | 82,917 | 75,019 | 76,627 | 74,450 |
[1] | The structure of the Company's common stock changed in the three months ended September 30, 2016. Refer to Note 13 for details. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | [1] | $ 2,070 | $ (8,082) | $ (12,933) | $ (10,671) |
Other comprehensive income: | |||||
Foreign currency translation adjustments | 674 | 451 | 1,469 | 1,795 | |
Other comprehensive income | 674 | 451 | 1,469 | 1,795 | |
Comprehensive income (loss) | $ 2,744 | $ (7,631) | $ (11,464) | $ (8,876) | |
[1] | The structure of the Company's common stock changed in the three months ended September 30, 2016. Refer to Note 13 for details. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
OPERATING ACTIVITIES: | |||
Net loss | [1] | $ (12,933) | $ (10,671) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 25,912 | 21,624 | |
Provision for doubtful accounts and sales returns | 12,139 | 10,401 | |
Stock-based compensation | 62,396 | 44,870 | |
Loss on disposal of assets and website development costs | 232 | 130 | |
Premium amortization, net, on marketable securities | 1,082 | 827 | |
Excess tax benefit from stock-based award activity | (4,298) | ||
Realized gain on investments | (2) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (24,167) | (17,773) | |
Prepaid expenses and other assets | 3,638 | (15,057) | |
Accounts payable, accrued expenses and other liabilities | 13,193 | 23,904 | |
Deferred revenue | 295 | (428) | |
Net cash provided by operating activities | 81,787 | 53,527 | |
INVESTING ACTIVITIES: | |||
Purchases of marketable securities | (221,771) | (172,717) | |
Maturities of marketable securities | 212,500 | 131,870 | |
Purchase of cost-method investment | (8,000) | ||
Acquisition, net of cash received | (73,422) | ||
Purchases of property, equipment and software | (17,798) | (25,358) | |
Proceeds from sale of property, equipment and software | 77 | 109 | |
Capitalized website and software development costs | (10,596) | (8,658) | |
Purchases of intangible assets | (179) | (647) | |
Changes in restricted cash | (825) | 1,664 | |
Net cash used in investing activities | (46,592) | (147,159) | |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock for employee stock-based plans | 18,055 | 14,950 | |
Excess tax benefit from share-based award activity | 4,298 | ||
Repurchase of common stock | (482) | ||
Net cash provided by financing activities | 18,055 | 18,766 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 28 | (639) | |
CHANGE IN CASH AND CASH EQUIVALENTS | 53,278 | (75,505) | |
CASH AND CASH EQUIVALENTS-Beginning of period | 171,613 | 247,312 | |
CASH AND CASH EQUIVALENTS-End of period | 224,891 | 171,807 | |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||
Cash paid for income taxes, net of refunds | 688 | 137 | |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | 4,373 | 5,446 | |
Goodwill measurement period adjustment | 146 | 51 | |
Issuance of common stock in connection with acquisition | $ 59,158 | ||
[1] | The structure of the Company's common stock changed in the three months ended September 30, 2016. Refer to Note 13 for details. |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION Yelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such as the “Company” and “Yelp” in these Notes to Condensed Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries. Yelp connects 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. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2016 (the “Annual Report”). The unaudited condensed consolidated balance sheet as of December 31, 2015 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, except as follows: Effective as of January 1, 2016, the Company adopted Accounting Standards Update 2016-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation: to estimate the total number of awards for which the requisite service period will not be rendered (as currently required) or to account for forfeitures as they occur. Upon early adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative-effect adjustment to retained earnings of $1.1 million (which reduced the accumulated deficit) as of January 1, 2016. ASU 2016-09 also eliminated the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase in paid in capital. Approximately $164.1 million of federal net operating losses, $125.7 million of state net operating losses, $1.8 million of Ireland net operating losses, $1.3 million of federal research and development tax credits and $0.1 million of state Enterprise Zone credits (none of which were included in the deferred tax assets recognized in the statement of financial position as of December 31, 2015) had been attributed to tax deduction for stock-based compensation in excess of the related book expense. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1, 2016, the start of the year in which the Company early adopted ASU 2016-09. The U.S. federal and state net operating losses and credits recognized as of January 1, 2016, as described above, have been offset by a valuation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (which reduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity in the same manner as other cash flows related to income taxes on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented. Significant Accounting Policies Stock-Based Compensation —The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units and issuances under its 2012 Employee Stock Purchase Plan, as amended (“ESPP”), to be measured based on the grant date fair value of the awards. Prior to January 1, 2016, stock-based compensation expense was recorded net of estimated forfeitures in the Company’s consolidated statements of income (loss) and, accordingly, was recorded for only those stock-based awards that the Company expected to vest. The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances, if any. The Company revised its estimated forfeiture rate if actual forfeitures differed from its initial estimates. Effective as of January 1, 2016, the Company adopted a change in accounting policy in accordance with ASU 2016-09 to account for forfeitures as they occur. The change was applied on a modified retrospective basis, and no prior periods were restated as a result of this change in accounting policy. Income Taxes – Prior to January 1, 2016, the Company recognized the excess tax benefits of stock-based compensation expense as additional paid-in capital (“APIC”), and tax deficiencies of stock-based compensation expense in the income tax provision or as APIC to the extent that there were sufficient recognized excess tax benefits previously recognized. As a result of the prior requirement that excess tax benefits reduce taxes payable prior to being recognized as an increase in paid in capital, the Company had not recognized certain deferred tax assets (all tax attributes such as loss or credit carryforwards) that could have been attributed to tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09 to account for excess tax benefits and tax deficiencies as income tax expense or benefit, treated as discrete items in the reporting period in which they occur, and to recognize previously unrecognized deferred tax assets 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. The change was applied on a modified retrospective basis; no prior periods were restated as a result of this change in accounting policy. Cost-Method Investments – Nonmarketable equity investments that the Company has determined do not meet the criteria for accounting under the equity method of accounting are accounted for using the cost method of accounting and classified as “Other non-current assets” on the condensed consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The carrying amount of investments is reviewed if events or changes in circumstances indicate that the carrying value may not be recoverable. There have been no other material changes to the Company’s significant accounting policies from those described in the Annual Report. Recent Accounting Pronouncements Not Yet Effective In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. In March, April and May 2016, the FASB issued implementation guidance on the considerations in principal versus agent determination, Identifying Performance Obligations and Licensing and Narrow-Scope Improvements and Practical Expedients, respectively. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 and the related implementation guidance on its consolidated financial statements. In January 2016, FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)” (“ASU 2016-01”). The new standard provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In August 2016, FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-15”). The new guidance provides clarity around the cash flow classification for eight specific issues in an effort to reduce the current and potential future diversity in practice. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements. Principles of Consolidation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited interim condensed consolidated financial statements; therefore, actual results could differ from management’s estimates. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 2. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s investments in money market accounts are recorded as cash equivalents 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 quoted prices in active markets that are observable either directly or indirectly, or Level 3 —Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fair value. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Company’s commercial paper, corporate bonds, agency bonds and agency discount notes are classified within Level 2 of the fair value hierarchy because they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly. The following table represents the Company’s financial instruments measured at fair value as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 121,784 $ - $ - $ 121,784 $ 86,660 $ - $ - $ 86,660 Agency bonds - - - - - 4,999 - 4,999 Marketable Securities: Commercial paper - 45,827 - 45,827 - 36,981 - 36,981 Corporate bonds - 9,011 - 9,011 - 18,024 - 18,024 Agency bonds - 152,615 - 152,615 - 132,102 - 132,102 Agency discount notes - - - - - 11,986 - 11,986 Total cash equivalents and marketable securities $ 121,784 $ 207,453 $ - $ 329,237 $ 86,660 $ 204,092 $ - $ 290,752 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | 3. MARKETABLE SECURITIES The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of September 30, 2016 and December 31, 2015 were as follows (in thousands): As of September 30, 2016 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 45,827 $ - $ - $ 45,827 Corporate bonds 9,016 - (5 ) 9,011 Agency bonds 152,561 62 (8 ) 152,615 Total marketable securities $ 207,404 $ 62 $ (13 ) $ 207,453 As of December 31, 2015 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 36,981 $ - $ - $ 36,981 Corporate bonds 18,027 2 (5 ) 18,024 Agency bonds 132,224 - (122 ) 132,102 Agency discount notes 11,982 4 - 11,986 Total marketable securities $ 199,214 $ 6 $ (127 ) $ 199,093 The following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2016 and December 31, 2015, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): As of September 30, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds 9,011 (5 ) - - 9,011 (5 ) Agency bonds 34,028 (8 ) - - 34,028 (8 ) Total $ 43,039 $ (13 ) $ - $ - $ 43,039 $ (13 ) As of December 31, 2015 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds 10,021 (5 ) - - 10,021 (5 ) Agency bonds 127,102 (122 ) - - 127,102 (122 ) Total $ 137,123 $ (127 ) $ - $ - $ 137,123 $ (127 ) The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration, severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of credit losses. During the three and nine months ended September 30, 2016 and 2015, the Company did not recognize any other-than-temporary impairment loss. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 4. ACQUISITIONS 2015 Acquisition On February 9, 2015, the Company acquired Eat24Hours.com, Inc. (“Eat24”). In connection with the acquisition, all of the outstanding capital stock of Eat24 was converted into the right to receive an aggregate of approximately $75.0 million in cash, less certain transaction expenses, and 1,402,844 shares of Yelp Class A common stock with an aggregate fair value of approximately $59.2 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, $16.5 million in cash and 308,626 shares were initially held in escrow to secure indemnification obligations. The balance remaining in the escrow fund was $3.4 million in cash as of September 30, 2016. The key purpose underlying the acquisition was to obtain an online food ordering solution to drive daily engagement in the Company’s key restaurant vertical. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations,” with the results of Eat24’s operations included in the Company’s consolidated financial statements from February 9, 2015. The initial purchase price allocation was as follows (in thousands): February 9, 2015 Fair value of purchase consideration: Cash: Distributed to Eat24 stockholders $ 56,624 Held in escrow account 16,500 Payable on behalf of Eat24 stockholders 1,876 Total cash 75,000 Class A common stock: Distributed to Eat24 stockholders 46,143 Held in escrow account 13,015 Total purchase consideration $ 134,158 Fair value of net assets acquired: Cash and cash equivalents $ 1,578 Intangibles 39,600 Goodwill 110,927 Other assets 6,031 Total assets acquired 158,136 Deferred tax liability (15,207 ) Other liabilities (8,771 ) Total liabilities assumed (23,978 ) Net assets acquired $ 134,158 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows: Intangible Asset Type Amount Assigned Useful Life Restaurant relationships 17,400 12.0 years Developed technology 7,400 5.0 years User relationships 12,000 7.0 years Trade name 2,800 4.0 years 8.6 years The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from the Company’s opportunity to drive daily engagement in its restaurant vertical and potentially expand Eat24’s offering to the approximately one million U.S. restaurants listed on the Company’s platform. None of the goodwill is deductible for tax purposes. The Company recorded no acquisition-related costs for the three and nine months ended September 30, 2016 and zero and $0.2 million in acquisition-related costs in the three and nine months ended September 30, 2015, respectively, which were included in the general and administrative expense in the accompanying consolidated statements of operations. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended |
Sep. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Cash and cash equivalents Cash $ 103,107 $ 79,954 Money market funds 121,784 91,659 Total cash and cash equivalents $ 224,891 $ 171,613 The lease agreements for certain of the CompanyÂ’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 September 30, 2016 and December 31, 2015, the Company had letters of credit totaling $17.3 million and $16.5 million, respectively, related to such leases. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 6. PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Computer equipment $ 28,634 $ 26,004 Software 1,318 1,213 Capitalized website and internal-use software development costs 56,546 42,320 Furniture and fixtures 13,820 10,771 Leasehold improvements 59,507 47,552 Telecommunication 3,687 2,970 Total 163,512 130,830 Less accumulated depreciation (69,674 ) (50,363 ) Property, equipment and software, net $ 93,838 $ 80,467 Depreciation expense was approximately $7.5 million and $5.8 million for the three months ended September 30, 2016 and 2015, respectively, and approximately $20.8 million and $16.7 million for the nine months ended September 30, 2016 and 2015, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS The CompanyÂ’s goodwill is the result of its acquisitions of other businesses, and represents the excess of purchase consideration over the fair value of assets and liabilities acquired. The Company performed its annual goodwill impairment analysis during the three months ended September 30, 2016 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. The changes in the carrying amount of goodwill during the nine months ended September 30, 2016 were as follows (in thousands): Balance as of December 31, 2015 $ 172,197 Goodwill measurement period adjustment 146 Effect of currency translation 1,283 Balance as of September 30, 2016 $ 173,626 Intangible assets at September 30, 2016 and December 31, 2015 consisted of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life September 30, 2016: Restaurant and user relationships $ 29,400 $ (5,190 ) $ 24,210 8.5 years Developed technology 9,307 (3,725 ) 5,582 3.3 years Content 3,835 (2,570 ) 1,265 2.1 years Trade name and other 3,359 (1,704 ) 1,655 2.4 years Domains and data licenses 2,804 (1,214 ) 1,590 3.2 years Advertiser relationships 1,646 (1,646 ) - 0.0 years Total $ 50,351 $ (16,049 ) $ 34,302 Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2015: Restaurant and user relationships $ 29,400 $ (2,817 ) $ 26,583 9.1 years Developed technology 9,295 (2,441 ) 6,854 4.1 years Content 3,922 (2,066 ) 1,856 2.7 years Trade name and other 3,350 (1,139 ) 2,211 3.1 years Domains and data licenses 2,625 (835 ) 1,790 3.9 years Advertiser relationships 1,708 (1,708 ) - 0.0 years Total $ 50,300 $ (11,006 ) $ 39,294 Amortization expense was $1.7 million for each of the three months ended September 30, 2016 and 2015, and $5.1 million and $4.8 million for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, the estimated future amortization of purchased intangible assets for (i) the remaining three months of 2016, (ii) each of the succeeding five years and (iii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2016 (from October 1, 2016) $ 1,726 2017 6,729 2018 6,280 2019 5,397 2020 3,406 2021 3,166 Thereafter 7,598 Total amortization $ 34,302 |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 8. OTHER NON-CURRENT ASSETS Other non-current assets as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Cost-method investments $ 8,000 $ - Other 4,019 3,701 Total $ 12,019 $ 3,701 Cost-method investments represent the CompanyÂ’s investment in the preferred stock of Nowait, Inc. a mobile platform that allows restaurants to manage their waitlists which was purchased on July 15, 2016. The remaining other non-current assets are primarily deferred tax assets. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES Accrued liabilities as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Restaurant revenue share liability $ 15,031 $ 12,654 Accrued employee vacation 7,282 4,662 Accrued marketing 7,098 2,144 Accrued bonuses and commissions 4,834 4,546 Accrued employee benefits and other employee expenses 3,075 3,631 Fixed asset purchase commitments 4,267 1,318 Accrued facilities and related 2,204 1,928 Accrued consulting 1,725 1,763 Payroll taxes payable 1,579 1,938 Accrued income, withholding and business taxes 2,119 1,513 Deferred rent 1,510 786 Employee stock purchase plan liability 3,732 817 Merchant revenue share liability 855 1,212 Other accrued expenses 4,019 4,546 Total $ 59,330 $ 43,458 |
LONG-TERM LIABILITIES
LONG-TERM LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
LONG-TERM LIABILITIES | 10. LONG-TERM LIABILITIES Long-term liabilities as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Deferred rent $ 15,742 $ 11,324 Other long-term liabilities 703 706 Total $ 16,445 $ 12,030 |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 9 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | 11. OTHER INCOME (EXPENSE), NET Other income (expense), net for the three and nine months ended September 30, 2016 and 2015 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Interest income, net $ 478 $ 472 $ 1,203 $ 903 Transaction (loss) on foreign exchange (93 ) (713 ) (66 ) (621 ) Other non-operating income (loss), net (58 ) (304 ) (185 ) 64 Other income (expense), net $ 327 $ (545 ) $ 952 $ 346 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Office Facility Leases —The Company leases its office facilities under operating lease agreements that expire from 2016 to 2025. 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 $9.3 million and $8.2 million for the three months ended September 30, 2016 and 2015, respectively, and $26.9 million and $22.7 million for the nine months ended September 30, 2016 and 2015, respectively. The Company has subleased certain office facilities under operating lease agreements that expire in 2021. The Company recognizes sublease rentals as a reduction in rental expense on a straight-line basis over the lease period. Sublease rentals were $0.5 million and $0.5 million for the three months ended September 30, 2016 and 2015, respectively, and $1.5 million and $0.9 million for the nine months ended September 30, 2016 and 2015, respectively. 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 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 certain of its officers for allegedly making materially false and misleading statements regarding the Company’s business and operations between October 29, 2013 and April 3, 2014. These cases were subsequently consolidated and, in January 2015, the plaintiffs filed a consolidated complaint seeking unspecified monetary damages and other relief. Following the court’s dismissal of the consolidated complaint on April 21, 2015, the plaintiffs filed a first amended complaint on May 21, 2015. On November 24, 2015, the court dismissed the first amended complaint with prejudice, and entered judgment in the Company’s favor on December 28, 2015. The plaintiffs have appealed this decision to the U.S. Court of Appeals for the Ninth Circuit. On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County, naming as defendants the Company and Eat24. The lawsuit asserts that the defendants failed to permit meal and rest periods for certain current and former employees working as Eat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare Commission Wage Orders and the California Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. On May 29, 2015, plaintiffs filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter for payments in the aggregate amount of up to approximately $0.6 million, which the court preliminarily approved on June 27, 2016. The settlement is currently awaiting final court approval. On June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees, against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtime wages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial Welfare Commission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, as well as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter for payments in the aggregate amount of up to approximately $0.2 million, which the court preliminarily approved on August 29, 2016. The settlement is currently awaiting final court approval. Based on the preliminary settlement agreements reached in connection with the two lawsuits by former Eat24 employees described above, the Company recognized a liability for each of the proposed settlement amounts as part of its accrued liabilities as of September 30, 2016. In February 2016, $1.1 million was released to the Company from the escrow fund established in connection with the acquisition of Eat24, to fund such settlement amounts and related legal expenses. Indemnification Agreements —In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s financial position, results of operations or cash flows. Payroll Tax Audit —In June 2015, the Internal Revenue Service (“IRS”) began a payroll tax audit of the Company for 2014 and 2013. The Company has assessed the estimated range of such loss and, as of September 30, 2016, a liability of $0.5 million has been recorded. The Company expects the audits and any related assessments to be finalized in 2017. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 13. STOCKHOLDERS’ EQUITY Elimination of Dual-Class Common Stock Structure On September 22, 2016, all outstanding shares of the Company’s Class A common stock and Class B common stock automatically converted into a single class of common stock (the “Conversion”) pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation. On September 23, 2016, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the Class A common stock and Class B common stock. This certificate of retirement had the additional effect of eliminating the authorized Class A and Class B shares, thereby reducing the Company’s total number of authorized shares of common stock from 500,000,000 to 200,000,000. The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: September 30, 2016 December 31, 2015 Shares Shares Shares Issued and Shares Issued and Authorized Outstanding Authorized Outstanding Stockholders’ equity: Class A common stock, $0.000001 par value - - 200,000,000 66,535,156 Class B common stock, $0.000001 par value - - 100,000,000 9,447,646 Common stock, $0.000001 par value 200,000,000 78,313,999 200,000,000 - Undesignated Preferred Stock 10,000,000 - 10,000,000 - Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering (“IPO”), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards (“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 of a share of the Company’s common stock at date of grant. Options granted to date generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a monthly basis. Options granted are generally exercisable for up to 10 years. A summary of stock option activity for the nine months ended September 30, 2016 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term (in Value Shares Price years) (in thousands) Outstanding – January 1, 2016 8,206,356 20.93 6.44 $ 92,454 Granted 1,254,168 22.30 Exercised (894,252 ) 15.19 Canceled (157,062 ) 40.25 Outstanding – September 30, 2016 8,409,210 21.39 6.29 $ 183,754 Options vested and exercisable as of September 30, 2016 6,236,043 18.58 5.59 $ 151,072 Aggregate intrinsic value represents the difference between the closing price 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 $10.2 million and $1.6 million for the three months ended September 30, 2016 and 2015, respectively, and $14.9 million and $23.2 million for the nine months ended September 30, 2016 and 2015, respectively. The weighted-average grant date fair value of options granted was $13.16 and $18.76 per share for the three months ended September 30, 2016 and 2015, respectively, and $9.60 and $25.19 per share for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, total unrecognized compensation costs related to unvested stock options was approximately $25.5 million, which is expected to be recognized over a weighted-average time period of 1.99 years. RSUs and RSAs The cost of RSUs and RSAs is determined using the fair value of the Company’s common stock on the date of grant. RSUs and RSAs generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis. A summary of RSU and RSA activity for the nine months ended September 30, 2016 is as follows: Restricted Stock Units Restricted Stock Awards Weighted- Average Weighted- Grant Average Grant Number of Date Fair Number Date Fair Shares Value of Shares Value Unvested—January 1, 2016 4,093,204 $ 39.45 312 $ 11.68 Granted 4,911,948 26.24 - - Released (1,241,377 ) 36.01 (312 ) 11.68 Canceled (797,546 ) 32.66 - - Unvested—September 30, 2016 6,966,229 $ 31.54 - $ - As of September 30, 2016, the Company had approximately $198.7 million of unrecognized stock-based compensation expense related to RSUs and RSAs, which is expected to be recognized over the remaining weighted-average vesting period of approximately 3.09 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period. There were no shares purchased by employees under the ESPP during the three months ended September 30, 2016, and 200,953 shares purchased by employees under the ESPP at a weighted-average purchase price of $22.26 per share during the nine months ended September 30, 2016. There were no shares purchased by employees under the ESPP during the three months ended September 30, 2015, and 162,373 shares purchased by employees under the ESPP at a weighted-average purchase price of $31.17 per share during the nine months ended September 30, 2015. The Company recognized $0.4 million and $1.1 million of stock-based compensation expense related to the ESPP in the three months ended September 30, 2016 and 2015, respectively, and $1.1 million and $3.8 million in the nine months ended September 30, 2016 and 2015, respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Cost of revenue $ 764 $ 435 $ 1,572 $ 781 Sales and marketing 7,191 5,568 20,376 16,159 Product development 9,284 5,947 25,727 17,117 General and administrative 5,321 3,733 14,721 10,813 Total stock-based compensation 22,560 15,683 62,396 44,870 The Company capitalized $1.3 million and $0.7 million of stock-based compensation expense as website development and internal-use software costs in the three months ended September 30, 2016 and 2015, respectively, and $3.3 million and $2.2 million in the nine months ended September 30, 2016 and 2015, respectively. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 14. NET INCOME (LOSS) PER SHARE Basic and diluted net income (loss) per share attributable to common stockholders for periods prior to the Conversion are presented in conformity with the “two-class method” required for participating securities. Prior to the Conversion, shares of Class A and Class B common stock were the only outstanding equity in the Company. The rights of the holders of Class A and Class B common stock were identical, except with respect to voting and conversion. Each share of Class A common stock was entitled to one vote per share and each share of Class B common stock was entitled to ten votes per share. Shares of Class B common stock were convertible into Class A common stock at any time at the option of the stockholder, and were automatically converted upon sale or transfer to Class A common stock, subject to certain limited exceptions, and in connection with certain other conversion events. Under the two-class method, 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 (loss) 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, shares issuable upon the vesting of RSUs and, to a lesser extent, unvested shares subject to 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. On September 22, 2016, the Company’s Class A and Class B common stock was converted into a single class of common stock. Because shares of Class A and Class B common stock were outstanding for a portion of the year ending December 31, 2016, the Company will continue to disclose earnings per common share, or EPS, for both classes of common stock. The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended September 30, 2016 2015 Class A Class B Class A Class B Net income (loss) attributable to common stockholders 1,869 201 (7,063 ) (1,019 ) Basic Shares: Weighted-average common shares outstanding 69,978 7,543 65,556 9,463 Net income (loss) per share attributable to common stockholders Basic: 0.03 0.03 $ (0.11 ) $ (0.11 ) Three Months Ended September 30, 2016 2015 Class A Class B Class A Class B Diluted net income (loss) per share attributable to common stock holders: Numerator: Allocation of undistributed earnings (losses) for basic computation 1,869 201 (7,063 ) (1,019 ) Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 201 - - - Reallocation of undistributed earnings to Class B shares - 39 Allocation of undistributed earnings (losses) 2,070 240 (7,063 ) (1,019 ) Denominator: Number of shares used in basic calculation 69,978 7,543 65,556 9,463 Weighted-average effect of dilutive securities Conversion of Class B to Class A shares 7,543 - - - Stock options 3,526 2,246 - - Restricted stock units 1,870 - - - Number of shares used in diluted calculation 82,917 9,789 65,556 9,463 Diluted net income (loss) per share attributable to common stockholders 0.02 0.02 (0.11 ) (0.11 ) Nine Months Ended September 30, 2016 2015 Class A Class B Class A Class B Net loss attributable to common stockholders (11,639 ) (1,294 ) (9,298 ) (1,373 ) Basic Shares: Weighted-average common shares outstanding 68,961 7,666 64,871 9,579 Diluted Shares: Weighted-average shares used to compute diluted net loss per share 68,961 7,666 64,871 9,579 Net loss per share attributable to common stockholders Basic: (0.17 ) (0.17 ) $ (0.14 ) $ (0.14 ) Diluted: (0.17 ) (0.17 ) $ (0.14 ) $ (0.14 ) The following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Stock options 1,406 8,425 3,139 8,425 Restricted stock units and awards 1,240 2,813 2,414 2,813 Contingently issuable shares - 309 - 309 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company recorded an income tax provision of $0.2 million and an income tax benefit of $3.2 million for the three months ended September 30, 2016 and 2015, respectively, and an income tax provision of $0.4 million and an income tax benefit of $3.9 million for the nine months ended September 30, 2016 and 2015, respectively. The tax provision for the nine months ended September 30, 2016 is due to $0.3 million in U.S. state and foreign income tax expense and $0.1 million of discrete expense. The tax benefit for the nine months ended September 30, 2015 is due to $2.9 million in U.S. federal and state and foreign income tax benefits, and $1.0 million in discrete benefits. Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. For the three and nine months ended September 30, 2016 a discrete effective tax rate method was used in jurisdictions where a small change in estimated ordinary income has a significant impact on the annual effective tax rate. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on certain of the Company’s net operating losses, foreign tax rate differences, meals and entertainment, tax credits, and non-deductible stock-based compensation expense. Jurisdictions where no benefit is recorded on forecasted losses were excluded from the consolidated effective tax rate. As of September 30, 2016, the total amount of gross unrecognized tax benefits was $8.1 million, $7.2 million of which is subject to a full valuation allowance and would not affect the Company’s effective tax rate if recognized. As of September 30, 2016, the Company had an immaterial amount related to the accrual of interest and penalties. During the three and nine months ended September 30, 2016, the Company’s gross unrecognized tax benefits increased by $2.3 million and $3.1 million, respectively, an immaterial amount of which would affect the Company’s effective tax rate if recognized. In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Company’s federal and state income tax returns for fiscal years 2004 through 2015 remain open to examination. In the Company’s most significant foreign jurisdictions — Ireland, the United Kingdom and Germany — the open tax years range from 2010 to 2015. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although the timing of the resolution or closure of audits is not certain, the Company believes it is reasonably possible that its unrecognized tax benefits could be reduced by up to $0.2 million over the 12 months following December 31, 2015. It is the intention of the Company to permanently reinvest the earnings from Darwin Social Marketing Inc., Yelp UK Ltd. and Yelp Ireland Holding Company Limited and its subsidiaries. The Company does not provide for U.S. income taxes of foreign subsidiaries as such earnings are to be reinvested indefinitely. As of September 30, 2016, the Company estimates $2.3 million of cumulative foreign earnings upon which U.S. income taxes have not been provided. |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [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 CompanyÂ’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. Net Revenue The following table below presents the CompanyÂ’s net revenue by product line for the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net revenue by product: Local $ 163,571 $ 115,932 $ 453,567 $ 322,385 Transactions 15,910 11,973 45,926 29,883 Brand advertising - 8,978 - 23,907 Other services 6,751 6,676 18,780 19,805 Total net revenue $ 186,232 $ 143,559 $ 518,273 $ 395,980 Revenue by geography is based on the billing address of the customer. During the three and nine months ended September 30, 2016 and 2015, a substantial majority of the CompanyÂ’s revenue was generated in the United States. In addition, no individual customer accounted for 10% or more of consolidated net revenue in any such period. Long-Lived Assets The following table presents the CompanyÂ’s long-lived assets by geographic region for the periods indicated (in thousands): September 30, December 31, 2016 2015 United States $ 90,245 $ 78,675 All other countries 3,593 5,493 Total $ 93,838 $ 84,168 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS On November 2, 2016 the Company announced plans to significantly reduce sales and marketing activities in certain markets outside of the United States. Restructuring costs associated with this plan will be recorded in the three months ending December 31, 2016 and will be composed primarily of severance costs for affected employees. These restructuring costs are anticipated to be in the range of $2.0 million to $4.0 million. Additionally, any changes to foreign deferred tax balances as a result of this announcement will be recorded as income tax expense in the three months ending December 31, 2016. The Company is still assessing the extent of the reduction of sales and marketing activity. No goodwill, intangible assets or other long lived assets have been determined to be impaired as a result of this announcement. |
DESCRIPTION OF BUSINESS AND B24
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2016 (the “Annual Report”). The unaudited condensed consolidated balance sheet as of December 31, 2015 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, except as follows: Effective as of January 1, 2016, the Company adopted Accounting Standards Update 2016-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation: to estimate the total number of awards for which the requisite service period will not be rendered (as currently required) or to account for forfeitures as they occur. Upon early adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative-effect adjustment to retained earnings of $1.1 million (which reduced the accumulated deficit) as of January 1, 2016. ASU 2016-09 also eliminated the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase in paid in capital. Approximately $164.1 million of federal net operating losses, $125.7 million of state net operating losses, $1.8 million of Ireland net operating losses, $1.3 million of federal research and development tax credits and $0.1 million of state Enterprise Zone credits (none of which were included in the deferred tax assets recognized in the statement of financial position as of December 31, 2015) had been attributed to tax deduction for stock-based compensation in excess of the related book expense. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1, 2016, the start of the year in which the Company early adopted ASU 2016-09. The U.S. federal and state net operating losses and credits recognized as of January 1, 2016, as described above, have been offset by a valuation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (which reduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity in the same manner as other cash flows related to income taxes on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented. |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units and issuances under its 2012 Employee Stock Purchase Plan, as amended (“ESPP”), to be measured based on the grant date fair value of the awards. Prior to January 1, 2016, stock-based compensation expense was recorded net of estimated forfeitures in the Company’s consolidated statements of income (loss) and, accordingly, was recorded for only those stock-based awards that the Company expected to vest. The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances, if any. The Company revised its estimated forfeiture rate if actual forfeitures differed from its initial estimates. Effective as of January 1, 2016, the Company adopted a change in accounting policy in accordance with ASU 2016-09 to account for forfeitures as they occur. The change was applied on a modified retrospective basis, and no prior periods were restated as a result of this change in accounting policy. |
Income Taxes | Income Taxes – Prior to January 1, 2016, the Company recognized the excess tax benefits of stock-based compensation expense as additional paid-in capital (“APIC”), and tax deficiencies of stock-based compensation expense in the income tax provision or as APIC to the extent that there were sufficient recognized excess tax benefits previously recognized. As a result of the prior requirement that excess tax benefits reduce taxes payable prior to being recognized as an increase in paid in capital, the Company had not recognized certain deferred tax assets (all tax attributes such as loss or credit carryforwards) that could have been attributed to tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09 to account for excess tax benefits and tax deficiencies as income tax expense or benefit, treated as discrete items in the reporting period in which they occur, and to recognize previously unrecognized deferred tax assets 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. The change was applied on a modified retrospective basis; no prior periods were restated as a result of this change in accounting policy. |
Cost-Method Investments | Cost-Method Investments – Nonmarketable equity investments that the Company has determined do not meet the criteria for accounting under the equity method of accounting are accounted for using the cost method of accounting and classified as “Other non-current assets” on the condensed consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The carrying amount of investments is reviewed if events or changes in circumstances indicate that the carrying value may not be recoverable. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. In March, April and May 2016, the FASB issued implementation guidance on the considerations in principal versus agent determination, Identifying Performance Obligations and Licensing and Narrow-Scope Improvements and Practical Expedients, respectively. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 and the related implementation guidance on its consolidated financial statements. In January 2016, FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)” (“ASU 2016-01”). The new standard provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements. In February 2016, FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In August 2016, FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-15”). The new guidance provides clarity around the cash flow classification for eight specific issues in an effort to reduce the current and potential future diversity in practice. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the CompanyÂ’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited interim condensed consolidated financial statements; therefore, actual results could differ from managementÂ’s estimates. |
FAIR VALUE OF FINANCIAL INSTR25
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table represents the CompanyÂ’s financial instruments measured at fair value as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 121,784 $ - $ - $ 121,784 $ 86,660 $ - $ - $ 86,660 Agency bonds - - - - - 4,999 - 4,999 Marketable Securities: Commercial paper - 45,827 - 45,827 - 36,981 - 36,981 Corporate bonds - 9,011 - 9,011 - 18,024 - 18,024 Agency bonds - 152,615 - 152,615 - 132,102 - 132,102 Agency discount notes - - - - - 11,986 - 11,986 Total cash equivalents and marketable securities $ 121,784 $ 207,453 $ - $ 329,237 $ 86,660 $ 204,092 $ - $ 290,752 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities [Abstract] | |
Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity | The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of September 30, 2016 and December 31, 2015 were as follows (in thousands): As of September 30, 2016 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 45,827 $ - $ - $ 45,827 Corporate bonds 9,016 - (5 ) 9,011 Agency bonds 152,561 62 (8 ) 152,615 Total marketable securities $ 207,404 $ 62 $ (13 ) $ 207,453 As of December 31, 2015 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 36,981 $ - $ - $ 36,981 Corporate bonds 18,027 2 (5 ) 18,024 Agency bonds 132,224 - (122 ) 132,102 Agency discount notes 11,982 4 - 11,986 Total marketable securities $ 199,214 $ 6 $ (127 ) $ 199,093 |
Schedule of Securities in an Unrealized Loss Position | The following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2016 and December 31, 2015, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): As of September 30, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds 9,011 (5 ) - - 9,011 (5 ) Agency bonds 34,028 (8 ) - - 34,028 (8 ) Total $ 43,039 $ (13 ) $ - $ - $ 43,039 $ (13 ) As of December 31, 2015 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds 10,021 (5 ) - - 10,021 (5 ) Agency bonds 127,102 (122 ) - - 127,102 (122 ) Total $ 137,123 $ (127 ) $ - $ - $ 137,123 $ (127 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations,” with the results of Eat24’s operations included in the Company’s consolidated financial statements from February 9, 2015. The initial purchase price allocation was as follows (in thousands): February 9, 2015 Fair value of purchase consideration: Cash: Distributed to Eat24 stockholders $ 56,624 Held in escrow account 16,500 Payable on behalf of Eat24 stockholders 1,876 Total cash 75,000 Class A common stock: Distributed to Eat24 stockholders 46,143 Held in escrow account 13,015 Total purchase consideration $ 134,158 Fair value of net assets acquired: Cash and cash equivalents $ 1,578 Intangibles 39,600 Goodwill 110,927 Other assets 6,031 Total assets acquired 158,136 Deferred tax liability (15,207 ) Other liabilities (8,771 ) Total liabilities assumed (23,978 ) Net assets acquired $ 134,158 |
Schedule of Acquired Intangible Assets | Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows: Intangible Asset Type Amount Assigned Useful Life Restaurant relationships 17,400 12.0 years Developed technology 7,400 5.0 years User relationships 12,000 7.0 years Trade name 2,800 4.0 years 8.6 years |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Cash and cash equivalents Cash $ 103,107 $ 79,954 Money market funds 121,784 91,659 Total cash and cash equivalents $ 224,891 $ 171,613 |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software | Property, equipment and software, net as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Computer equipment $ 28,634 $ 26,004 Software 1,318 1,213 Capitalized website and internal-use software development costs 56,546 42,320 Furniture and fixtures 13,820 10,771 Leasehold improvements 59,507 47,552 Telecommunication 3,687 2,970 Total 163,512 130,830 Less accumulated depreciation (69,674 ) (50,363 ) Property, equipment and software, net $ 93,838 $ 80,467 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill during the nine months ended September 30, 2016 were as follows (in thousands): Balance as of December 31, 2015 $ 172,197 Goodwill measurement period adjustment 146 Effect of currency translation 1,283 Balance as of September 30, 2016 $ 173,626 |
Schedule of Intangible Assets | Intangible assets at September 30, 2016 and December 31, 2015 consisted of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life September 30, 2016: Restaurant and user relationships $ 29,400 $ (5,190 ) $ 24,210 8.5 years Developed technology 9,307 (3,725 ) 5,582 3.3 years Content 3,835 (2,570 ) 1,265 2.1 years Trade name and other 3,359 (1,704 ) 1,655 2.4 years Domains and data licenses 2,804 (1,214 ) 1,590 3.2 years Advertiser relationships 1,646 (1,646 ) - 0.0 years Total $ 50,351 $ (16,049 ) $ 34,302 Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2015: Restaurant and user relationships $ 29,400 $ (2,817 ) $ 26,583 9.1 years Developed technology 9,295 (2,441 ) 6,854 4.1 years Content 3,922 (2,066 ) 1,856 2.7 years Trade name and other 3,350 (1,139 ) 2,211 3.1 years Domains and data licenses 2,625 (835 ) 1,790 3.9 years Advertiser relationships 1,708 (1,708 ) - 0.0 years Total $ 50,300 $ (11,006 ) $ 39,294 |
Schedule of Future Amortization Expense | As of September 30, 2016, the estimated future amortization of purchased intangible assets for (i) the remaining three months of 2016, (ii) each of the succeeding five years and (iii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2016 (from October 1, 2016) $ 1,726 2017 6,729 2018 6,280 2019 5,397 2020 3,406 2021 3,166 Thereafter 7,598 Total amortization $ 34,302 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-current Assets | Other non-current assets as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Cost-method investments $ 8,000 $ - Other 4,019 3,701 Total $ 12,019 $ 3,701 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Restaurant revenue share liability $ 15,031 $ 12,654 Accrued employee vacation 7,282 4,662 Accrued marketing 7,098 2,144 Accrued bonuses and commissions 4,834 4,546 Accrued employee benefits and other employee expenses 3,075 3,631 Fixed asset purchase commitments 4,267 1,318 Accrued facilities and related 2,204 1,928 Accrued consulting 1,725 1,763 Payroll taxes payable 1,579 1,938 Accrued income, withholding and business taxes 2,119 1,513 Deferred rent 1,510 786 Employee stock purchase plan liability 3,732 817 Merchant revenue share liability 855 1,212 Other accrued expenses 4,019 4,546 Total $ 59,330 $ 43,458 |
LONG-TERM LIABILITIES (Tables)
LONG-TERM LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
Schedule of Long-term Liabilities | Long-term liabilities as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Deferred rent $ 15,742 $ 11,324 Other long-term liabilities 703 706 Total $ 16,445 $ 12,030 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | Other income (expense), net for the three and nine months ended September 30, 2016 and 2015 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Interest income, net $ 478 $ 472 $ 1,203 $ 903 Transaction (loss) on foreign exchange (93 ) (713 ) (66 ) (621 ) Other non-operating income (loss), net (58 ) (304 ) (185 ) 64 Other income (expense), net $ 327 $ (545 ) $ 952 $ 346 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: September 30, 2016 December 31, 2015 Shares Shares Shares Issued and Shares Issued and Authorized Outstanding Authorized Outstanding StockholdersÂ’ equity: Class A common stock, $0.000001 par value - - 200,000,000 66,535,156 Class B common stock, $0.000001 par value - - 100,000,000 9,447,646 Common stock, $0.000001 par value 200,000,000 78,313,999 200,000,000 - Undesignated Preferred Stock 10,000,000 - 10,000,000 - |
Schedule of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2016 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term (in Value Shares Price years) (in thousands) Outstanding – January 1, 2016 8,206,356 20.93 6.44 $ 92,454 Granted 1,254,168 22.30 Exercised (894,252 ) 15.19 Canceled (157,062 ) 40.25 Outstanding – September 30, 2016 8,409,210 21.39 6.29 $ 183,754 Options vested and exercisable as of September 30, 2016 6,236,043 18.58 5.59 $ 151,072 |
Summary of RSUs and RSAs Activity | A summary of RSU and RSA activity for the nine months ended September 30, 2016 is as follows: Restricted Stock Units Restricted Stock Awards Weighted- Average Weighted- Grant Average Grant Number of Date Fair Number Date Fair Shares Value of Shares Value Unvested—January 1, 2016 4,093,204 $ 39.45 312 $ 11.68 Granted 4,911,948 26.24 - - Released (1,241,377 ) 36.01 (312 ) 11.68 Canceled (797,546 ) 32.66 - - Unvested—September 30, 2016 6,966,229 $ 31.54 - $ - |
Schedule of Stock-Based Compensation Expense | The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Cost of revenue $ 764 $ 435 $ 1,572 $ 781 Sales and marketing 7,191 5,568 20,376 16,159 Product development 9,284 5,947 25,727 17,117 General and administrative 5,321 3,733 14,721 10,813 Total stock-based compensation 22,560 15,683 62,396 44,870 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended September 30, 2016 2015 Class A Class B Class A Class B Net income (loss) attributable to common stockholders 1,869 201 (7,063 ) (1,019 ) Basic Shares: Weighted-average common shares outstanding 69,978 7,543 65,556 9,463 Net income (loss) per share attributable to common stockholders Basic: 0.03 0.03 $ (0.11 ) $ (0.11 ) Three Months Ended September 30, 2016 2015 Class A Class B Class A Class B Diluted net income (loss) per share attributable to common stock holders: Numerator: Allocation of undistributed earnings (losses) for basic computation 1,869 201 (7,063 ) (1,019 ) Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 201 - - - Reallocation of undistributed earnings to Class B shares - 39 Allocation of undistributed earnings (losses) 2,070 240 (7,063 ) (1,019 ) Denominator: Number of shares used in basic calculation 69,978 7,543 65,556 9,463 Weighted-average effect of dilutive securities Conversion of Class B to Class A shares 7,543 - - - Stock options 3,526 2,246 - - Restricted stock units 1,870 - - - Number of shares used in diluted calculation 82,917 9,789 65,556 9,463 Diluted net income (loss) per share attributable to common stockholders 0.02 0.02 (0.11 ) (0.11 ) Nine Months Ended September 30, 2016 2015 Class A Class B Class A Class B Net loss attributable to common stockholders (11,639 ) (1,294 ) (9,298 ) (1,373 ) Basic Shares: Weighted-average common shares outstanding 68,961 7,666 64,871 9,579 Diluted Shares: Weighted-average shares used to compute diluted net loss per share 68,961 7,666 64,871 9,579 Net loss per share attributable to common stockholders Basic: (0.17 ) (0.17 ) $ (0.14 ) $ (0.14 ) Diluted: (0.17 ) (0.17 ) $ (0.14 ) $ (0.14 ) |
Schedule of Anti-dilutive Securities | The following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Stock options 1,406 8,425 3,139 8,425 Restricted stock units and awards 1,240 2,813 2,414 2,813 Contingently issuable shares - 309 - 309 |
INFORMATION ABOUT REVENUE AND37
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table below presents the CompanyÂ’s net revenue by product line for the periods presented (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net revenue by product: Local $ 163,571 $ 115,932 $ 453,567 $ 322,385 Transactions 15,910 11,973 45,926 29,883 Brand advertising - 8,978 - 23,907 Other services 6,751 6,676 18,780 19,805 Total net revenue $ 186,232 $ 143,559 $ 518,273 $ 395,980 |
Schedule of Long-Lived Assets by Geographic Region | The following table presents the CompanyÂ’s long-lived assets by geographic region for the periods indicated (in thousands): September 30, December 31, 2016 2015 United States $ 90,245 $ 78,675 All other countries 3,593 5,493 Total $ 93,838 $ 84,168 |
DESCRIPTION OF BUSINESS AND B38
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Business Description And Basis Of Presentation [Line Items] | ||
Cumulative-effect adjustment to retained earnings | $ 1,100 | |
Retained earnings | 78,484 | $ 66,883 |
Domestic [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Tax stock option deductions in excess of book deductions | 164,100 | |
Domestic [Member] | Research [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Tax stock option deductions in excess of book deductions | 1,300 | |
State [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Tax stock option deductions in excess of book deductions | 125,700 | |
State [Member] | State Enterprise Zone Credit [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Tax stock option deductions in excess of book deductions | 100 | |
IRELAND | ||
Business Description And Basis Of Presentation [Line Items] | ||
Tax stock option deductions in excess of book deductions | 1,800 | |
IRELAND | Restatement adjustment [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Retained earnings | $ 200 |
FAIR VALUE OF FINANCIAL INSTR39
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 329,237 | $ 290,752 |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 121,784 | 86,660 |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 207,453 | 204,092 |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | ||
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 121,784 | 86,660 |
Money Market Funds [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 121,784 | 86,660 |
Money Market Funds [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Money Market Funds [Member] | Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 4,999 | |
Marketable securities | 152,615 | 132,102 |
Agency bonds [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Marketable securities | ||
Agency bonds [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 4,999 | |
Marketable securities | 152,615 | 132,102 |
Agency bonds [Member] | Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Marketable securities | ||
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 45,827 | 36,981 |
Commercial paper [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Commercial paper [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 45,827 | 36,981 |
Commercial paper [Member] | Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,011 | 18,024 |
Corporate bonds [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Corporate bonds [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,011 | 18,024 |
Corporate bonds [Member] | Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Agency discount notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,986 | |
Agency discount notes [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Agency discount notes [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 11,986 | |
Agency discount notes [Member] | Recurring [Member] | Level 3 [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 ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 207,404 | $ 199,214 |
Gross Unrealized Gains | 62 | 6 |
Gross Unrealized Losses | (13) | (127) |
Fair Value | 207,453 | 199,093 |
Commercial paper [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 45,827 | 36,981 |
Commercial paper [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 45,827 | 36,981 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Fair Value | 45,827 | 36,981 |
Corporate bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 9,011 | 18,024 |
Corporate bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 9,016 | 18,027 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (5) | (5) |
Fair Value | 9,011 | 18,024 |
Agency bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 152,615 | 132,102 |
Agency bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 152,561 | 132,224 |
Gross Unrealized Gains | 62 | |
Gross Unrealized Losses | (8) | (122) |
Fair Value | 152,615 | 132,102 |
Agency discount notes [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 11,986 | |
Agency discount notes [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 11,982 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | ||
Fair Value | $ 11,986 |
MARKETABLE SECURITIES (Schedu41
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value | ||
Less than 12 months | $ 43,039 | $ 137,123 |
12 months or greater | ||
Total | 43,039 | 137,123 |
Unrealized Loss | ||
Less than 12 months | (13) | (127) |
12 months or greater | ||
Total | (13) | (127) |
Corporate bonds [Member] | ||
Fair Value | ||
Less than 12 months | 9,011 | 10,021 |
12 months or greater | ||
Total | 9,011 | 10,021 |
Unrealized Loss | ||
Less than 12 months | (5) | (5) |
12 months or greater | ||
Total | (5) | (5) |
Agency bonds [Member] | ||
Fair Value | ||
Less than 12 months | 34,028 | 127,102 |
12 months or greater | ||
Total | 34,028 | 127,102 |
Unrealized Loss | ||
Less than 12 months | (8) | (122) |
12 months or greater | ||
Total | $ (8) | $ (122) |
ACQUISITIONS (Summary of Purcha
ACQUISITIONS (Summary of Purchase Price and Net Assets Acquired) (Details) - USD ($) $ in Thousands | Feb. 09, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Fair value of purchase consideration: | ||||||
Net cash consideration | $ 73,422 | |||||
Fair value of net assets acquired: | ||||||
Goodwill | $ 173,626 | 173,626 | $ 172,197 | |||
Eat 24 Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition-related transaction costs | $ 200 | $ 200 | ||||
Shares issued or issuable for business acquisition | 1,402,844 | |||||
Fair value of purchase consideration: | ||||||
Cash consideration | $ 75,000 | |||||
Fair value of common stock | 59,200 | |||||
Payable on behalf of Eat24 stockholders | 1,876 | |||||
Total purchase price | 134,158 | |||||
Fair value of net assets acquired: | ||||||
Cash and cash equivalents | 1,578 | |||||
Intangibles | 39,600 | |||||
Goodwill | 110,927 | |||||
Other assets | 6,031 | |||||
Total assets acquired | 158,136 | |||||
Deferred tax liability | (15,207) | |||||
Other liabilities | (8,771) | |||||
Total liabilities assumed | (23,978) | |||||
Net assets acquired | 134,158 | |||||
Eat 24 Inc [Member] | Distributed [Member] | ||||||
Fair value of purchase consideration: | ||||||
Cash consideration | 56,624 | |||||
Fair value of common stock | $ 46,143 | |||||
Eat 24 Inc [Member] | Escrow account [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Funds held in escrow | $ 3,400 | $ 3,400 | ||||
Shares issued or issuable for business acquisition | 308,626 | |||||
Fair value of purchase consideration: | ||||||
Cash consideration | $ 16,500 | |||||
Fair value of common stock | $ 13,015 |
ACQUISITIONS (Summary of Estima
ACQUISITIONS (Summary of Estimated Useful lives of Intangible Assets Acquired ) (Details) - Eat 24 Inc [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Feb. 09, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | $ 39,600 | |
Weighted average useful life | 8 years 7 months 6 days | |
Restaurant relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 17,400 | |
Weighted average useful life | 12 years | |
Developed technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 7,400 | |
Weighted average useful life | 5 years | |
User relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 12,000 | |
Weighted average useful life | 7 years | |
Trade name [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | $ 2,800 | |
Weighted average useful life | 4 years |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | ||||
Cash | $ 103,107 | $ 79,954 | ||
Money market funds | 121,784 | 91,659 | ||
Total cash and cash equivalents | 224,891 | 171,613 | $ 171,807 | $ 247,312 |
Restricted cash related to letters of credit | $ 17,311 | $ 16,486 |
PROPERTY, EQUIPMENT, AND SOFT45
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 7.5 | $ 5.8 | $ 20.8 | $ 16.7 |
PROPERTY, EQUIPMENT AND SOFTW46
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Schedule of Property, Equipment and Software) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 163,512 | $ 130,830 |
Less accumulated depreciation | (69,674) | (50,363) |
Property, equipment and software, net | 93,838 | 80,467 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 28,634 | 26,004 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 1,318 | 1,213 |
Capitalized website and internal-use software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 56,546 | 42,320 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 13,820 | 10,771 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 59,507 | 47,552 |
Telecommunication [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 3,687 | $ 2,970 |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1.7 | $ 1.7 | $ 5.1 | $ 4.8 |
GOODWILL AND INTANGIBLE ASSET48
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance | $ 172,197 | |
Goodwill measurement period adjustment | 146 | $ 51 |
Effect of currency translation | 1,283 | |
Balance | $ 173,626 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 50,351 | $ 50,300 |
Accumulated Amortization | (16,049) | (11,006) |
Net Carrying Amount | 34,302 | 39,294 |
Restaurant and user relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,400 | 29,400 |
Accumulated Amortization | (5,190) | (2,817) |
Net Carrying Amount | $ 24,210 | $ 26,583 |
Weighted Average Remaining Life | 8 years 6 months | 9 years 1 month 6 days |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 9,307 | $ 9,295 |
Accumulated Amortization | (3,725) | (2,441) |
Net Carrying Amount | $ 5,582 | $ 6,854 |
Weighted Average Remaining Life | 3 years 3 months 18 days | 4 years 1 month 6 days |
Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,835 | $ 3,922 |
Accumulated Amortization | (2,570) | (2,066) |
Net Carrying Amount | $ 1,265 | $ 1,856 |
Weighted Average Remaining Life | 2 years 1 month 6 days | 2 years 8 months 12 days |
Trade name and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,359 | $ 3,350 |
Accumulated Amortization | (1,704) | (1,139) |
Net Carrying Amount | $ 1,655 | $ 2,211 |
Weighted Average Remaining Life | 2 years 4 months 24 days | 3 years 1 month 6 days |
Domains and data licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,804 | $ 2,625 |
Accumulated Amortization | (1,214) | (835) |
Net Carrying Amount | $ 1,590 | $ 1,790 |
Weighted Average Remaining Life | 3 years 2 months 12 days | 3 years 10 months 24 days |
Advertiser relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,646 | $ 1,708 |
Accumulated Amortization | (1,646) | (1,708) |
Net Carrying Amount | ||
Weighted Average Remaining Life | 0 years | 0 years |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Estimated future amortization expense: | ||
2016 (from October 1, 2016) | $ 1,726 | |
2,017 | 6,729 | |
2,018 | 6,280 | |
2,019 | 5,397 | |
2,020 | 3,406 | |
2,021 | 3,166 | |
Thereafter | 7,598 | |
Net Carrying Amount | $ 34,302 | $ 39,294 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Cost-method investments | $ 8,000 | |
Other | 4,019 | 3,701 |
Other non-current assets | $ 12,019 | $ 3,701 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Restaurant revenue share liability | $ 15,031 | $ 12,654 |
Accrued employee vacation | 7,282 | 4,662 |
Accrued marketing | 7,098 | 2,144 |
Accrued bonuses and commissions | 4,834 | 4,546 |
Accrued employee benefits and other employee expenses | 3,075 | 3,631 |
Fixed asset purchase commitments | 4,267 | 1,318 |
Accrued facilities and related | 2,204 | 1,928 |
Accrued consulting | 1,725 | 1,763 |
Payroll taxes payable | 1,579 | 1,938 |
Accrued income, withholding and business taxes | 2,119 | 1,513 |
Deferred rent | 1,510 | 786 |
Employee stock purchase plan liability | 3,732 | 817 |
Merchant revenue share liability | 855 | 1,212 |
Other accrued expenses | 4,019 | 4,546 |
Total | $ 59,330 | $ 43,458 |
LONG-TERM LIABILITIES (Schedule
LONG-TERM LIABILITIES (Schedule of Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Liabilities, Noncurrent [Abstract] | ||
Deferred rent | $ 15,742 | $ 11,324 |
Other long-term liabilities | 703 | 706 |
Total | $ 16,445 | $ 12,030 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | ||||
Interest income, net | $ 478 | $ 472 | $ 1,203 | $ 903 |
Transaction (loss) on foreign exchange | (93) | (713) | (66) | (621) |
Other non-operating income (loss), net | (58) | (304) | (185) | 64 |
Other income (expense), net | $ 327 | $ (545) | $ 952 | $ 346 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 29, 2016USD ($) | Jan. 31, 2016USD ($) | Aug. 31, 2014item | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |||||||
Rental expense | $ 9.3 | $ 8.2 | $ 26.9 | $ 22.7 | |||
Sublease rentals | 0.5 | $ 0.5 | 1.5 | $ 0.9 | |||
Amount released from escrow fund | $ 1.1 | ||||||
Number of lawsuits filed | item | 2 | ||||||
Payroll tax audit liability | $ 0.5 | $ 0.5 | |||||
Putative Class Action Lawsuit [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 0.6 | ||||||
Lawsuit Filed By Former Sales Employee [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 0.2 |
STOCKHOLDERS' EQUITY (Award Com
STOCKHOLDERS' EQUITY (Award Compensation Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 22,560 | $ 15,683 | $ 62,396 | $ 44,870 |
Capitalized stock-based compensation | 1,300 | 700 | $ 3,300 | 2,200 |
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 | $ 10,200 | $ 1,600 | $ 14,900 | $ 23,200 |
Weighted average grant date fair value | $ 13.16 | $ 18.76 | $ 9.60 | $ 25.19 |
Unrecognized compensation costs | $ 25,500 | $ 25,500 | ||
Unrecognized compensation costs, period for recognition | 1 year 11 months 27 days | |||
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% | |||
Stock options [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] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Unrecognized compensation costs | $ 198,700 | $ 198,700 | ||
Unrecognized compensation costs, period for recognition | 3 years 1 month 2 days | |||
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% | |||
RSUs and RSAs [Member] | End of year one [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 25.00% | |||
ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Subscription rate of eligible compensation | 15.00% | 15.00% | ||
Purchase price, percentage of fair market value | 85.00% | |||
Number of shares purchased | 0 | 0 | 200,953 | 162,373 |
Weighted-average purchase price | $ 22.26 | $ 31.17 | $ 22.26 | $ 31.17 |
Stock-based compensation | $ 400 | $ 1,100 | $ 1,100 | $ 3,800 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | 500,000,000 |
Common stock, Shares Issued | 78,313,999 | 75,982,802 |
Common stock, Shares Outstanding | 78,313,999 | 75,982,802 |
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 | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | |
Common stock, Shares Issued | 0 | 66,535,156 |
Common stock, Shares Outstanding | 0 | 66,535,156 |
Class B common stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 100,000,000 | |
Common stock, Shares Issued | 0 | 9,447,646 |
Common stock, Shares Outstanding | 0 | 9,447,646 |
Common stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock, Shares Issued | 78,313,999 | 0 |
Common stock, Shares Outstanding | 78,313,999 | 0 |
Undesignated Preferred Stock [Member] | ||
Stockholders' equity: | ||
Common stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common stock, Shares Issued | 0 | 0 |
Common stock, Shares Outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY (Schedul58
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Number of Shares | ||
Outstanding, beginning balance | 8,206,356 | |
Granted | 1,254,168 | |
Exercised | (894,252) | |
Canceled | (157,062) | |
Outstanding, ending balance | 8,409,210 | 8,206,356 |
Options vested and exercisable | 6,236,043 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $ 20.93 | |
Granted | 22.30 | |
Exercised | 15.19 | |
Canceled | 40.25 | |
Outstanding, ending balance | 21.39 | $ 20.93 |
Options vested and exercisable | $ 18.58 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 3 months 15 days | 6 years 5 months 9 days |
Weighted Average Remaining Contractual Term, Options vested and exercisable | 5 years 7 months 2 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 92,454 | |
Outstanding, ending balance | 183,754 | $ 92,454 |
Options vested and exercisable | $ 151,072 |
STOCKHOLDERS' EQUITY (Schedul59
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Awards and Restricted Stock Units Activity) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Restricted Stock Units [Member] | |
Number of Shares | |
Unvested, beginning balance | shares | 4,093,204 |
Granted | shares | 4,911,948 |
Released | shares | (1,241,377) |
Canceled | shares | (797,546) |
Unvested, ending balance | shares | 6,966,229 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $ / shares | $ 39.45 |
Granted | $ / shares | 26.24 |
Released | $ / shares | 36.01 |
Canceled | $ / shares | 32.66 |
Unvested, ending balance | $ / shares | $ 31.54 |
Restricted Stock Awards [Member] | |
Number of Shares | |
Unvested, beginning balance | shares | 312 |
Granted | shares | |
Released | shares | (312) |
Canceled | shares | |
Unvested, ending balance | shares | |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $ / shares | $ 11.68 |
Granted | $ / shares | |
Released | $ / shares | 11.68 |
Canceled | $ / shares | |
Unvested, ending balance | $ / shares |
STOCKHOLDERS' EQUITY (Schedul60
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 22,560 | $ 15,683 | $ 62,396 | $ 44,870 |
Cost of revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 764 | 435 | 1,572 | 781 |
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 7,191 | 5,568 | 20,376 | 16,159 |
Product development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 9,284 | 5,947 | 25,727 | 17,117 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 5,321 | $ 3,733 | $ 14,721 | $ 10,813 |
NET INCOME (LOSS) PER SHARE (Na
NET INCOME (LOSS) PER SHARE (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016item | |
Class A common stock [Member] | |
Class of Stock [Line Items] | |
Voting rights | 1 |
Class B common stock [Member] | |
Class of Stock [Line Items] | |
Voting rights | 10 |
NET INCOME (LOSS) PER SHARE (Sc
NET INCOME (LOSS) PER SHARE (Schedule of Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Basic Shares: | |||||
Weighted-average common shares outstanding | [1] | 77,521 | 75,019 | 76,627 | 74,450 |
Diluted Shares: | |||||
Weighted-average shares used to compute diluted net loss per share | [1] | 82,917 | 75,019 | 76,627 | 74,450 |
Net income (loss) per share attributable to common stockholders | |||||
Basic: | [1] | $ 0.03 | $ (0.11) | $ (0.17) | $ (0.14) |
Diluted | [1] | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) |
Class A common stock [Member] | |||||
Earnings Per Share Reconciliation [Line Items] | |||||
Net income (loss) attributable to common stockholders | $ 1,869 | $ (7,063) | $ (11,639) | $ (9,298) | |
Basic Shares: | |||||
Weighted-average common shares outstanding | 69,978 | 65,556 | 68,961 | 64,871 | |
Diluted Shares: | |||||
Weighted-average shares used to compute diluted net loss per share | 82,917 | 65,556 | 68,961 | 64,871 | |
Net income (loss) per share attributable to common stockholders | |||||
Basic: | $ 0.03 | $ (0.11) | $ (0.17) | $ (0.14) | |
Diluted | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) | |
Class B common stock [Member] | |||||
Earnings Per Share Reconciliation [Line Items] | |||||
Net income (loss) attributable to common stockholders | $ 201 | $ (1,019) | $ (1,294) | $ (1,373) | |
Basic Shares: | |||||
Weighted-average common shares outstanding | 7,543 | 9,463 | 7,666 | 9,579 | |
Diluted Shares: | |||||
Weighted-average shares used to compute diluted net loss per share | 9,789 | 9,463 | 7,666 | 9,579 | |
Net income (loss) per share attributable to common stockholders | |||||
Basic: | $ 0.03 | $ (0.11) | $ (0.17) | $ (0.14) | |
Diluted | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) | |
[1] | The structure of the Company's common stock changed in the three months ended September 30, 2016. Refer to Note 13 for details. |
NET INCOME (LOSS) PER SHARE (63
NET INCOME (LOSS) PER SHARE (Schedule of Calculation Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Denominator: | |||||
Number of shares used in basic calculation | [1] | 77,521 | 75,019 | 76,627 | 74,450 |
Weighted-average effect of dilutive securities | |||||
Number of shares used in diluted calculation | [1] | 82,917 | 75,019 | 76,627 | 74,450 |
Diluted net income (loss) per share attributable to common stockholders | [1] | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) |
Class A common stock [Member] | |||||
Numerator: | |||||
Allocation of undistributed earnings (losses) for basic computation | $ 1,869 | $ (7,063) | $ (11,639) | $ (9,298) | |
Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares | 201 | ||||
Reallocation of undistributed earnings to Class B shares | |||||
Allocation of undistributed earnings (losses) | $ 2,070 | $ (7,063) | |||
Denominator: | |||||
Number of shares used in basic calculation | 69,978 | 65,556 | 68,961 | 64,871 | |
Weighted-average effect of dilutive securities | |||||
Conversion of Class B to Class A shares | 7,543 | ||||
Stock options | 3,526 | ||||
Restricted stock units | 1,870 | ||||
Number of shares used in diluted calculation | 82,917 | 65,556 | 68,961 | 64,871 | |
Diluted net income (loss) per share attributable to common stockholders | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) | |
Class B common stock [Member] | |||||
Numerator: | |||||
Allocation of undistributed earnings (losses) for basic computation | $ 201 | $ (1,019) | $ (1,294) | $ (1,373) | |
Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares | |||||
Reallocation of undistributed earnings to Class B shares | 39 | ||||
Allocation of undistributed earnings (losses) | $ 240 | $ (1,019) | |||
Denominator: | |||||
Number of shares used in basic calculation | 7,543 | 9,463 | 7,666 | 9,579 | |
Weighted-average effect of dilutive securities | |||||
Conversion of Class B to Class A shares | |||||
Stock options | 2,246 | ||||
Restricted stock units | |||||
Number of shares used in diluted calculation | 9,789 | 9,463 | 7,666 | 9,579 | |
Diluted net income (loss) per share attributable to common stockholders | $ 0.02 | $ (0.11) | $ (0.17) | $ (0.14) | |
[1] | The structure of the Company's common stock changed in the three months ended September 30, 2016. Refer to Note 13 for details. |
NET INCOME (LOSS) PER SHARE (64
NET INCOME (LOSS) PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards | 1,406 | 8,425 | 3,139 | 8,425 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards | 1,240 | 2,813 | 2,414 | 2,813 |
Contingently Issuable Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards | 0 | 309 | 0 | 309 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||||
Income tax provision (benefit) | $ 217 | $ (3,175) | $ 385 | $ (3,894) | |
Income tax benefit due to U.S. federal and state income taxes and foreign income taxes | 300 | 2,900 | |||
Income tax benefit discrete benefits | 100 | $ 1,000 | |||
Unrecognized tax benefits | 8,100 | 8,100 | |||
Unrecognized tax benefits that would not impact the effective tax rate | 7,200 | 7,200 | |||
Unrecognized tax benefits increase | 2,300 | 3,100 | |||
Unrecognized tax benefits for which reduction is reasonably possible | $ 200 | ||||
Earnings of foreign subsidiaries to be reinvested indefinitely | $ 2,300 | $ 2,300 | |||
Federal and State Tax Jurisdictions [Member] | Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Open tax year | 2,004 | ||||
Federal and State Tax Jurisdictions [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Open tax year | 2,015 | ||||
Ireland, United Kingdom and Germany Tax Jurisdictions [Member] | Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Open tax year | 2,010 | ||||
Ireland, United Kingdom and Germany Tax Jurisdictions [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Open tax year | 2,015 |
INFORMATION ABOUT REVENUE AND66
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 186,232 | $ 143,559 | $ 518,273 | $ 395,980 |
Local advertising [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 163,571 | 115,932 | 453,567 | 322,385 |
Transactions [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 15,910 | 11,973 | 45,926 | 29,883 |
Brand advertising [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 8,978 | 23,907 | ||
Other services [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 6,751 | $ 6,676 | $ 18,780 | $ 19,805 |
INFORMATION ABOUT REVENUE AND67
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 93,838 | $ 84,168 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 90,245 | 78,675 |
All Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 3,593 | $ 5,493 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Millions | Nov. 02, 2016USD ($) |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Expected restructuring costs | $ 2 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Expected restructuring costs | $ 4 |