DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2017 | May 04, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 80,582,775 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 272,279 | $ 272,201 |
Short term investments | 213,197 | 207,332 |
Accounts receivable (net of allowance for doubtful accounts of $5,316 and $4,992 at March 31, 2017 and December 31, 2016, respectively) | 68,119 | 68,725 |
Prepaid expenses and other current assets | 14,459 | 12,921 |
Total current assets | 568,054 | 561,179 |
Property, equipment and software, net | 91,727 | 92,440 |
Intangibles, net | 43,393 | 32,611 |
Goodwill | 197,489 | 170,667 |
Restricted cash | 18,464 | 17,317 |
Other assets | 3,044 | 10,992 |
Total assets | 922,171 | 885,206 |
Current liabilities | ||
Accounts payable - trade | 3,963 | 2,003 |
Accounts payable - merchant share | 18,832 | 18,352 |
Accrued liabilities | 45,971 | 36,730 |
Deferred revenue | 3,588 | 3,314 |
Total current liabilities | 72,354 | 60,399 |
Long term liabilities | 17,882 | 17,621 |
Total liabilities | 90,236 | 78,020 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Common stock, $0.000001 par value - 200,000,000 and 200,000,000 shares authorized, 80,290,089 and 79,429,833 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | ||
Additional paid-in capital | 921,441 | 892,983 |
Accumulated other comprehensive loss | (14,505) | (15,576) |
Accumulated deficit | (75,001) | (70,221) |
Total stockholders' equity | 831,935 | 807,186 |
Total Liabilities and Stockholders' Equity | $ 922,171 | $ 885,206 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,316 | $ 4,992 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 80,290,089 | 79,429,833 |
Common stock, shares outstanding | 80,290,089 | 79,429,833 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Income Statement [Abstract] | |||
Net revenue | $ 197,323 | $ 158,613 | |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 16,914 | 15,078 | |
Sales and marketing | 109,286 | 95,628 | |
Product development | 39,871 | 32,222 | |
General and administrative | 26,315 | 21,769 | |
Depreciation and amortization | 10,151 | 8,189 | |
Restructuring and integration | 231 | ||
Total costs and expenses | 202,768 | 172,886 | |
Loss from operations | (5,445) | (14,273) | |
Other income, net | 732 | 258 | |
Loss before income taxes | (4,713) | (14,015) | |
Provision for income taxes | (67) | (1,437) | |
Net loss attributable to common stockholders | [1] | $ (4,780) | $ (15,452) |
Net loss per share attributable to common stockholders | |||
Basic | [1] | $ (0.06) | $ (0.20) |
Diluted | [1] | $ (0.06) | $ (0.20) |
Weighted-average shares used to compute net loss per share attributable to common stockholders | |||
Basic | [1] | 79,843 | 75,884 |
Diluted | [1] | 79,843 | 75,884 |
[1] | The structure of the Company's common stock changed in the year ended December 31, 2016. Refer to Note 12 for details. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | [1] | $ (4,780) | $ (15,452) |
Other comprehensive income: | |||
Foreign currency translation adjustments | 1,071 | 1,742 | |
Other comprehensive income | 1,071 | 1,742 | |
Comprehensive loss | $ (3,709) | $ (13,710) | |
[1] | The structure of the Company's common stock changed in the year ended December 31, 2016. Refer to Note 12 for details. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
OPERATING ACTIVITIES: | |||
Net loss | [1] | $ (4,780) | $ (15,452) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 10,151 | 8,189 | |
Provision for doubtful accounts and sales returns | 5,050 | 5,091 | |
Stock-based compensation | 24,334 | 19,110 | |
Other | 253 | 480 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,607) | (5,235) | |
Prepaid expenses and other assets | (899) | 2,884 | |
Accounts payable, accrued expenses and other liabilities | 10,459 | 8,769 | |
Deferred revenue | 274 | 43 | |
Net cash provided by operating activities | 41,235 | 23,879 | |
INVESTING ACTIVITIES: | |||
Purchases of marketable securities | (73,971) | (92,101) | |
Maturities of marketable securities | 68,000 | 90,500 | |
Acquisition, net of cash received | (30,833) | ||
Purchases of property, equipment and software | (2,452) | (7,645) | |
Capitalized website and software development costs | (4,208) | (3,125) | |
Other investing activities | (1,118) | (820) | |
Net cash used in investing activities | (44,582) | (13,191) | |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock for employee stock-based plans | 3,287 | 1,045 | |
Net cash provided by financing activities | 3,287 | 1,045 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 138 | 159 | |
CHANGE IN CASH AND CASH EQUIVALENTS | 78 | 11,892 | |
CASH AND CASH EQUIVALENTS-Beginning of period | 272,201 | 171,613 | |
CASH AND CASH EQUIVALENTS-End of period | 272,279 | 183,505 | |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||
(Refund received) Cash paid for income taxes, net | (107) | 516 | |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | 596 | 1,727 | |
Goodwill measurement period adjustment | $ 146 | ||
[1] | The structure of the Company's common stock changed in the year ended December 31, 2016. Refer to Note 12 for details. |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
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. Yelps 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 Companys Annual Report on Form 10-K filed with the SEC on March 1, 2017 (the Annual Report). The unaudited condensed consolidated balance sheet as of December 31, 2016 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. 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 There have been no material changes to the Companys 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. The new revenue standard may be applied retrospectively to each prior period presented full retrospective , or retrospectively with the cumulative effect recognized as of the date of adoption- modified retrospective . The Company expects the requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected customer life will result in the recognition of a deferred charge on our balance sheets. 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 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 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 and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In November 2016, FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Subtopic 230) (ASU 2016-18). The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. 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 2016-18 on its consolidated financial statements and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In January 2017, FASB issued Accounting Standards Update No. 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, entities will perform goodwill impairment tests by comparing fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact and timing of the adoption of ASU 2017-04, but expects that it will not have a material impact 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 upon consolidation. Use of Estimates The preparation of the Companys unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from managements estimates. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 3 Months Ended |
Mar. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | 2. CASH AND CASH EQUIVALENTS Cash and cash equivalents as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Cash and cash equivalents Cash $ 125,164 $ 119,778 Money market funds 147,115 152,423 Total cash and cash equivalents $ 272,279 $ 272,201 The lease agreements for certain of the Companys 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 March 31, 2017 and December 31, 2016, the Company had letters of credit totaling $17.3 million and $17.3 million, respectively, related to such leases, which are included in restricted cash. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS The Companys investments in money market accounts are recorded as cash equivalents at fair value in the condensed 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 Companys money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Companys 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 Companys financial instruments measured at fair value as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 147,115 $ - $ - $ 147,115 $ 152,423 $ - $ - $ 152,423 Agency bonds - - - - - - - - Marketable Securities: Commercial paper - 49,853 - 49,853 - 45,894 - 45,894 Corporate bonds - 9,000 - 9,000 - 9,006 - 9,006 Agency bonds - 154,209 - 154,209 - 152,394 - 152,394 Total cash equivalents and marketable securities $ 147,115 $ 213,062 $ - $ 360,177 $ 152,423 $ 207,294 $ - $ 359,717 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2017 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | 4. MARKETABLE SECURITIES The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of March 31, 2017 and December 31, 2016 were as follows (in thousands): As of March 31, 2017 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 49,853 $ - $ - $ 49,853 Corporate bonds 9,003 - (3 ) 9,000 Agency bonds 154,341 - (132 ) 154,209 Total marketable securities $ 213,197 $ - $ (135 ) $ 213,062 As of December 31, 2016 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 45,894 $ - $ - $ 45,894 Corporate bonds 9,009 - (3 ) 9,006 Agency bonds 152,429 18 (53 ) 152,394 Total marketable securities $ 207,332 $ 18 $ (56 ) $ 207,294 The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of March 31, 2017 and December 31, 2016, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): As of March 31, 2017 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 9,000 $ (3 ) $ - $ - $ 9,000 $ (3 ) Agency bonds 149,219 (132 ) - - 149,219 (132 ) Total $ 158,219 $ (135 ) $ - $ - $ 158,219 $ (135 ) As of December 31, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 8,006 $ (3 ) $ - $ - $ 8,006 $ (3 ) Agency bonds 92,018 (53 ) - - 92,018 (53 ) Total $ 100,024 $ (56 ) $ - $ - $ 100,024 $ (56 ) 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 months ended March 31, 2017 and 2016, the Company did not recognize any other-than-temporary impairment loss. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 5. PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Capitalized website and internal-use software development costs $ 67,010 $ 61,515 Leasehold improvements 60,641 60,101 Computer equipment 29,170 28,551 Furniture and fixtures 14,497 14,162 Telecommunication 3,571 3,457 Software 1,183 1,079 Total 176,072 168,865 Less accumulated depreciation (84,345 ) (76,425 ) Property, equipment and software, net $ 91,727 $ 92,440 Depreciation expense for the three months ended March 31, 2017 and 2016 was approximately $8.2 million and $6.5 million, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 6. INTANGIBLE ASSETS AND GOODWILL The Companys 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 carrying amount of goodwill during the three months ended March 31, 2017 were as follows (in thousands): Balance as of December 31, 2016 $ 170,667 Goodwill acquired 25,959 Effect of currency translation 863 Balance as of March 31, 2017 $ 197,489 Intangible assets at March 31, 2017 and December 31, 2016 consisted of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life March 31, 2017 Restaurant and user relationships $ 38,560 $ (6,840 ) $ 31,720 9.0 years Developed technology 11,758 (4,173 ) 7,585 3.6 years Content 3,717 (2,865 ) 852 1.9 years Trade name and other 3,632 (1,737 ) 1,895 2.2 years Domains and data licenses 2,804 (1,463 ) 1,341 2.7 years Total $ 60,471 $ (17,078 ) $ 43,393 Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2016: Restaurant and user relationships $ 29,400 $ (5,981 ) $ 23,419 8.2 years Developed technology 9,280 (4,122 ) 5,158 3.1 years Content 3,674 (2,581 ) 1,093 2.0 years Trade name and other 3,338 (1,861 ) 1,477 2.1 years Domains and data licenses 2,804 (1,340 ) 1,464 3.0 years Advertiser relationships 1,549 (1,549 ) - 0.0 years Total $ 50,045 $ (17,434 ) $ 32,611 Amortization expense for the three months ended March 31, 2017 and 2016 was $1.9 million and $1.7 million, respectively. As of March 31, 2017, the estimated future amortization of purchased intangible assets for (i) the remaining nine months of 2017, (ii) each of the succeeding four years, and (ii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2017 (from April 1, 2017) $ 6,232 2018 7,910 2019 7,032 2020 4,851 2021 4,575 Thereafter 12,793 Total amortization $ 43,393 |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION | 7. ACQUISITION On February 28, 2017, the Company acquired Nowait, Inc. (Nowait). In connection with the acquisition, all outstanding capital stock and warrants to purchase capital stock of Nowait including the 20% equity investment in Nowait the Company acquired in July 2016 (see Note 8) were converted into the right to receive an aggregate of approximately $40 million in cash. Of the total amount of consideration paid in connection with the acquisition, $8 million is being held in escrow for a two-year period after the closing to secure the Companys indemnification rights. The key purpose underlying the acquisition was to secure waitlist system and seating tool technology. The Company utilized an income approach to determine the valuation of the Companys existing equity investment in Nowait as of the acquisition date. The carrying value of the Companys investment approximated its fair value. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations, with the results of Nowaits operations included in the Companys consolidated financial statements from February 28, 2017. The Companys allocation of the purchase price is preliminary as the amounts related to identifiable intangible assets and the effects of any net working capital adjustments are still being finalized. Any material measurement period adjustments will be recorded retroactively to the acquisition date. The purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): February 28, 2017 Fair value of purchase consideration Cash: Distributed to Nowait stockholders $ 31,892 Held in escrow account 7,945 Total purchase consideration 39,837 Fair value of net assets acquired: Cash and cash equivalents $ 1,004 Intangibles 12,670 Goodwill 25,959 Other assets 1,065 Total assets acquired 40,698 Liabilities assumed (861 ) Total liabilities assumed (861 ) Net assets acquired $ 39,837 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows: Intangible Asset Type Amount Assigned Useful Life Enterprise restaurant relationships $ 8,500 12.0 years Acquired technology 2,900 5.0 years Trademarks 610 3.0 years Local restaurant relationships 600 5.0 years User relationships 60 3.0 years Weighted average 9.6 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 Companys opportunity to drive daily engagement in its key restaurant vertical by allowing consumers to move more quickly from search and discovery to transacting at a local business. None of the goodwill is deductible for tax purposes. For the three months ended March 31, 2017, the Company recorded acquisition-related transaction costs of approximately $0.1 million, which were included in general and administrative expenses in the accompanying condensed consolidated statement of operations. The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Nowait as though the companies had been combined as of January 1, 2016, and includes the accounting effects resulting from the acquisition, including amortization charges from acquired intangible assets and changes in depreciation due to differing asset values and depreciation lives. The unaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2016 (in thousands, except per share data): Pro Forma for the Three Months Ended March 31, 2017 2016 Revenue $ 198,097 $ 159,575 Net loss (5,822 ) (17,073 ) Basic and diluted net loss per share attributable to common stockholders (0.07 ) (0.22 ) Following the acquisition date, $0.2 million of revenue and $0.8 million of net loss attributable to Nowait were included in the condensed consolidated statement of operations for the three months ended March 31, 2017. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | 8. OTHER NON-CURRENT ASSETS Other non-current assets as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Cost-method investments $ - $ 8,000 Other 3,044 2,992 Total other non-current assets $ 3,044 $ 10,992 Cost-method investments represent the Companys investment in the preferred stock of Nowait, which was completed on July 15, 2016. The Company acquired the entirety of Nowait on February 28, 2017 and its original investment of $8 million was returned to it in the three months ended March 31, 2017 in connection with the acquisition. The remaining other non-current assets are primarily deferred tax assets. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES Accrued liabilities as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Accrued compensation $ 21,537 $ 12,892 Accrued marketing 6,713 4,633 Accrued tax liabilities 4,862 5,456 Other accrued expenses 12,859 13,749 Total accrued liabilities $ 45,971 $ 36,730 |
LONG-TERM LIABILITIES
LONG-TERM LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
LONG-TERM LIABILITIES | 10. LONG-TERM LIABILITIES Long-term liabilities as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Deferred rent $ 17,107 $ 16,896 Other long-term liabilities 775 725 Total long-term liabilities $ 17,882 $ 17,621 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Office Facility Leases The Company leases its office facilities under operating lease agreements that expire from 2017 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 $9.8 million and $8.6 million for the three months ended March 31, 2017 and 2016, 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 rental income was $0.5 million and $0.5 million for the three months ended March 31, 2017 and 2016, 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 Companys 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 Companys 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 courts 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 Companys 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 Hours.com, Inc. (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, which the court preliminarily approved on June 27, 2016. The settlement received final court approval on December 5, 2016 and the $0.6 million settlement amount was paid on February 10, 2017. 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, which the court preliminarily approved on August 29, 2016. The settlement received final court approval on February 1, 2017 and the $0.2 million settlement amount was paid on March 29, 2017. Based on the 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 March 31, 2017. 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 Companys financial position, results of operations or cash flows. Payroll Tax Audit In June 2015, the U.S. Internal Revenue Service (IRS) began a payroll tax audit of the Company for 2013 and 2014. The Company has assessed the estimated range of such loss and, as of March 31, 2017, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 12. STOCKHOLDERS EQUITY Elimination of Dual-Class Common Stock Structure On September 22, 2016, all outstanding shares of the Companys 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 Companys 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 Companys 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: March 31, 2017 December 31, 2016 Shares Shares Shares Issued Shares Issued and Authorized and Outstanding Authorized Outstanding Stockholders equity: Common stock, $0.000001 par value 200,000,000 80,290,089 200,000,000 79,429,833 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 Companys 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 Companys common stock at date of grant. Options granted to date generally vest over a four-year period, on one of four schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; (c) ratably on a monthly basis; or (d) 35% vesting over the first year, 40% vesting over the second year and 25% vesting over the third year. Options granted are generally exercisable for up to 10 years. The Company issues new shares when stock options are exercised. A summary of stock option activity for the three months ended March 31, 2017 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Term Intrinsic Value (in Shares Exercise Price (in years) thousands) Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Granted 838,600 35.00 Exercised (214,903 ) 15.29 Canceled (44,974 ) 51.87 Outstanding - March 31, 2017 8,597,664 $ 23.01 6.25 $ 106,262 Options vested and exercisable as of March 31, 2017 6,412,831 $ 19.76 5.30 $ 96,510 Aggregate intrinsic value represents the difference between the closing price of the Companys common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $4.9 million and $1.6 million for the three months ended March 31, 2017 and 2016, respectively. The weighted-average grant date fair value of options granted was $15.53 and $9.53 per share for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, total unrecognized compensation costs related to unvested stock options was approximately $29.0 million, which is expected to be recognized over a weighted-average time period of 2.7 years. RSUs The cost of RSUs is determined using the fair value of the Companys common stock on the date of grant. RSUs 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 activity for the three months ended March 31, 2017 is as follows: Restricted Stock Units Weighted- Average Grant Number of Date Fair Shares Value Unvested - December 31, 2016 7,090,465 $ 32.43 Granted 1,435,870 38.14 Released (645,853 ) 33.10 Canceled (324,015 ) 34.22 Unvested - March 31, 2017 7,556,467 $ 33.38 As of March 31, 2017, the Company had approximately $231.3 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.9 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Companys 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 Companys 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 March 31, 2017 or 2016. The Company recognized $0.6 million and $0.2 million of stock-based compensation expense related to the ESPP during the three months ended March 31, 2017 and 2016, 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 March 31, 2017 2016 Cost of revenue $ 981 $ 401 Sales and marketing 6,868 6,342 Product development 11,208 8,030 General and administrative 5,277 4,337 Total stock-based compensation $ 24,334 $ 19,110 During the three months ended March 31, 2017 and 2016, the Company capitalized $1.4 million and $0.8 million, respectively, of stock-based compensation expense as website development costs. |
OTHER INCOME, NET
OTHER INCOME, NET | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | 13. OTHER INCOME, NET Other income, net for the three months ended March 31, 2017 and 2016 consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Interest income, net $ 680 $ 311 Transaction loss on foreign exchange 15 66 Other non-operating income (loss), net 37 (119 ) Other income, net $ 732 $ 258 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. 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 $0.07 million and $1.4 million for the three months ended March 31, 2017 and 2016, respectively. The tax provision for the three months ended March 31, 2017 is due to $0.08 million in U.S. state and foreign income tax expense offset by discrete benefits of $0.01 million. The tax provision for the three months ended March 31, 2016 is due to $1.5 million in U.S. federal and state and foreign income tax provision offset by discrete benefits of $0.1 million. 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 months ended March 31, 2017, 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 Companys net operating losses, foreign tax rate differences, meals and entertainment, tax credits, and stock-based compensation expense. Jurisdictions where no benefit is recorded on forecasted losses were excluded from the consolidated effective tax rate. As of March 31, 2017, the total amount of gross unrecognized tax benefits was $11.5 million, $10.8 million of which is subject to a full valuation allowance and would not affect the Companys effective tax rate if recognized. As of March 31, 2017, the Company had an immaterial amount related to the accrual of interest and penalties. During the three months ended March 31, 2017, the Companys gross unrecognized tax benefits increased by $1.2 million, of which an immaterial amount which would affect the Companys 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 Companys federal and state income tax returns for fiscal years subsequent to 2003 remain open to examination. In the Companys most significant foreign jurisdictions Ireland, the United Kingdom and Germany the tax years subsequent to 2010 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Companys tax audits are resolved in a manner not consistent with managements 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 an immaterial amount over the 12 months following December 31, 2016. 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 March 31, 2017, the Company estimates $2.7 million of cumulative foreign earnings upon which U.S. income taxes have not been provided. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE Basic and diluted net 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 loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net 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 Companys 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 loss per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net 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 loss per share of Class A common stock, the undistributed earnings are equal to net loss for that computation. On September 22, 2016, the Companys Class A and Class B common stock converted into a single class of common stock. Because shares of Class A and Class B common stock were outstanding during the three months ended March 31, 2016, the Company has disclosed earnings per common share for both classes of common stock for that reporting period. Basic and diluted net loss per share attributable to common stockholders for periods after the Conversion, including the current reporting period, are presented based on the number of shares of common stock outstanding. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Common stock Class A Class B Net loss attributable to common stockholders $ (4,780 ) $ (13,656 ) $ (1,796 ) Basic Shares: Weighted-average shares outstanding 79,843 67,065 8,819 Diluted Shares: Weighted-average shares used to compute diluted net loss per share 79,843 67,065 8,819 Net loss per share attributable to common stockholders Basic: $ (0.06 ) $ (0.20 ) $ (0.20 ) Diluted: $ (0.06 ) $ (0.20 ) $ (0.20 ) The following weighted-average stock-based instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended March 31, 2017 2016 Stock options 8,598 8,856 Restricted stock units and awards 7,556 5,824 Contingently issuable shares - 309 |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 3 Months Ended |
Mar. 31, 2017 | |
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 Companys 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. Revenue by geography is based on the billing address of the customer. Net Revenue In reports filed prior to its Annual Report on Form 10-K for the year ended December 31, 2016, the Company classified revenue from its local products consisting of business listing and advertising products that are sold directly to businesses and Yelp Reservations as local revenue, and revenue generated through partner arrangements, including resale of advertising products by certain partners, and monetization of remnant advertising inventory through third-party ad networks as other services revenue. The Company now classifies revenue from all of its business listing and advertising products, including advertising and listings sold by partners, as advertising revenue. As a result, revenue generated through ad resales and monetization of remnant advertising inventory through third-party ad networks is now classified as advertising revenue rather than other services revenue, and revenue from Yelp Reservations, a subscription service, is recognized as other services revenue. All disclosures relating to revenue by product have been updated to this revised classification for all periods presented. The following table presents the Companys net revenue by product line for the periods presented (in thousands) reflecting the changes to its revenue categories described above: Three Months Ended March 31, 2017 2016 Net revenue by product: Advertising $ 177,049 $ 143,047 Transactions 18,065 14,499 Other services 2,209 1,067 Total net revenue $ 197,323 $ 158,613 For purposes of comparison, the following table presents the Companys net revenue by product line for the periods presented (in thousands) based on the revenue categories in effect prior to the three months ended December 31, 2016: Three Months Ended March 31, 2017 2016 Net revenue by product: Local $ 172,044 $ 138,116 Transactions 18,065 14,499 Other services 7,214 5,998 Total net revenue $ 197,323 $ 158,613 During the three months ended March 31, 2017 and 2016, no individual customer accounted for 10% or more of consolidated net revenue. The following table presents the Companys net revenue by geographic region for the periods indicated (in thousands): Three Months Ended March 31, 2017 2016 United States $ 193,910 $ 155,389 All other countries 3,413 3,224 Total net revenue $ 197,323 $ 158,613 Long-Lived Assets The following table presents the Companys long-lived assets by geographic region for the periods indicated (in thousands): March 31, December 31, 2017 2016 United States $ 88,915 $ 89,362 All other countries 2,812 3,078 Total long-lived assets $ 91,727 $ 92,440 |
RESTRUCTURING AND INTEGRATION
RESTRUCTURING AND INTEGRATION | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION | 17. RESTRUCTURING AND INTEGRATION The following table presents the Companys restructuring and integration costs for the periods indicated (in thousands): Three Months Ended March 31, 2017 2016 Restructuring and integration $ 231 $ - On November 2, 2016, the Company announced plans to significantly reduce sales and marketing activities in markets outside of the United States and Canada. The restructuring plan was substantially completed by December 31, 2016. The Company incurred $0.2 million in restructuring and integration costs associated with this plan which relates to severance costs for affected employees for the three months ended March 31, 2017. The Company expects the remaining $0.4 million accrued restructuring and integration costs as of March 31, 2017 to be paid during the year ended December 31, 2017. Any additional expense related to this restructuring plan incurred in the future is expected to be immaterial. As a result of the restructuring plan, no goodwill, intangible assets or other long lived assets were impaired. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On April 3, 2017, the Company acquired all outstanding equity interests of Turnstyle Analytics Inc. (Turnstyle), a location-based marketing and analytics platform that provides Wi-Fi as a digital marketing tool to retain and reward customers. The Company acquired Turnstyle for cash consideration of approximately $20.6 million, subject to customary post-closing net working capital adjustments. Of such amount, approximately $3.1 million will be held in escrow for an 18-month period after the closing to secure the Companys right of indemnity under the purchase agreement. The Company is currently in the process of valuing the assets acquired and liabilities assumed in the transaction and the related pro forma financial information as required. As a result, no preliminary purchase price allocation is available. These will be reflected in the Companys financial statements for the period ending June 30, 2017. The key purpose underlying the acquisition was to obtain a customer retention and loyalty product to expand its product offerings for local businesses. |
DESCRIPTION OF BUSINESS AND B25
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 Companys Annual Report on Form 10-K filed with the SEC on March 1, 2017 (the Annual Report). The unaudited condensed consolidated balance sheet as of December 31, 2016 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. 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. |
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 December 2016, the FASB issued guidance on Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The new revenue standard may be applied retrospectively to each prior period presented full retrospective , or retrospectively with the cumulative effect recognized as of the date of adoption- modified retrospective . The Company expects the requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected customer life will result in the recognition of a deferred charge on our balance sheets. 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 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 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 and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In November 2016, FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Subtopic 230) (ASU 2016-18). The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. 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 2016-18 on its consolidated financial statements and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In January 2017, FASB issued Accounting Standards Update No. 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, entities will perform goodwill impairment tests by comparing fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact and timing of the adoption of ASU 2017-04, but expect that it will not have a material impact 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 upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the Companys unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from managements estimates. |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Cash and cash equivalents Cash $ 125,164 $ 119,778 Money market funds 147,115 152,423 Total cash and cash equivalents $ 272,279 $ 272,201 |
FAIR VALUE OF FINANCIAL INSTR27
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table represents the Companys financial instruments measured at fair value as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 147,115 $ - $ - $ 147,115 $ 152,423 $ - $ - $ 152,423 Agency bonds - - - - - - - - Marketable Securities: Commercial paper - 49,853 - 49,853 - 45,894 - 45,894 Corporate bonds - 9,000 - 9,000 - 9,006 - 9,006 Agency bonds - 154,209 - 154,209 - 152,394 - 152,394 Total cash equivalents and marketable securities $ 147,115 $ 213,062 $ - $ 360,177 $ 152,423 $ 207,294 $ - $ 359,717 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 were as follows (in thousands): As of March 31, 2017 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 49,853 $ - $ - $ 49,853 Corporate bonds 9,003 - (3 ) 9,000 Agency bonds 154,341 - (132 ) 154,209 Total marketable securities $ 213,197 $ - $ (135 ) $ 213,062 As of December 31, 2016 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value Short-term marketable securities: Commercial paper $ 45,894 $ - $ - $ 45,894 Corporate bonds 9,009 - (3 ) 9,006 Agency bonds 152,429 18 (53 ) 152,394 Total marketable securities $ 207,332 $ 18 $ (56 ) $ 207,294 |
Schedule of Securities in an Unrealized Loss Position | The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of March 31, 2017 and December 31, 2016, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): As of March 31, 2017 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 9,000 $ (3 ) $ - $ - $ 9,000 $ (3 ) Agency bonds 149,219 (132 ) - - 149,219 (132 ) Total $ 158,219 $ (135 ) $ - $ - $ 158,219 $ (135 ) As of December 31, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Corporate bonds $ 8,006 $ (3 ) $ - $ - $ 8,006 $ (3 ) Agency bonds 92,018 (53 ) - - 92,018 (53 ) Total $ 100,024 $ (56 ) $ - $ - $ 100,024 $ (56 ) |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software | Property, equipment and software, net as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Capitalized website and internal-use software development costs $ 67,010 $ 61,515 Leasehold improvements 60,641 60,101 Computer equipment 29,170 28,551 Furniture and fixtures 14,497 14,162 Telecommunication 3,571 3,457 Software 1,183 1,079 Total 176,072 168,865 Less accumulated depreciation (84,345 ) (76,425 ) Property, equipment and software, net $ 91,727 $ 92,440 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in carrying amount of goodwill during the three months ended March 31, 2017 were as follows (in thousands): Balance as of December 31, 2016 $ 170,667 Goodwill acquired 25,959 Effect of currency translation 863 Balance as of March 31, 2017 $ 197,489 |
Schedule of Intangible Assets | Intangible assets at March 31, 2017 and December 31, 2016 consisted of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life March 31, 2017 Restaurant and user relationships $ 38,560 $ (6,840 ) $ 31,720 9.0 years Developed technology 11,758 (4,173 ) 7,585 3.6 years Content 3,717 (2,865 ) 852 1.9 years Trade name and other 3,632 (1,737 ) 1,895 2.2 years Domains and data licenses 2,804 (1,463 ) 1,341 2.7 years Total $ 60,471 $ (17,078 ) $ 43,393 Weighted Gross Net Average Carrying Accumulated Carrying Remaining Amount Amortization Amount Life December 31, 2016: Restaurant and user relationships $ 29,400 $ (5,981 ) $ 23,419 8.2 years Developed technology 9,280 (4,122 ) 5,158 3.1 years Content 3,674 (2,581 ) 1,093 2.0 years Trade name and other 3,338 (1,861 ) 1,477 2.1 years Domains and data licenses 2,804 (1,340 ) 1,464 3.0 years Advertiser relationships 1,549 (1,549 ) - 0.0 years Total $ 50,045 $ (17,434 ) $ 32,611 |
Schedule of Future Amortization Expense | As of March 31, 2017, the estimated future amortization of purchased intangible assets for (i) the remaining nine months of 2017, (ii) each of the succeeding four years, and (ii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2017 (from April 1, 2017) $ 6,232 2018 7,910 2019 7,032 2020 4,851 2021 4,575 Thereafter 12,793 Total amortization $ 43,393 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price, Assets Aquired and Liabilities Assumed | The purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): February 28, 2017 Fair value of purchase consideration Cash: Distributed to Nowait stockholders $ 31,892 Held in escrow account 7,945 Total purchase consideration 39,837 Fair value of net assets acquired: Cash and cash equivalents $ 1,004 Intangibles 12,670 Goodwill 25,959 Other assets 1,065 Total assets acquired 40,698 Liabilities assumed (861 ) Total liabilities assumed (861 ) Net assets acquired $ 39,837 |
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 Enterprise restaurant relationships $ 8,500 12.0 years Acquired technology 2,900 5.0 years Trademarks 610 3.0 years Local restaurant relationships 600 5.0 years User relationships 60 3.0 years Weighted average 9.6 years |
Schedule of Pro Forma Results | The unaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2016 (in thousands, except per share data): Pro Forma for the Three Months Ended March 31, 2017 2016 Revenue $ 198,097 $ 159,575 Net loss (5,822 ) (17,073 ) Basic and diluted net loss per share attributable to common stockholders (0.07 ) (0.22 ) |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-current Assets | Other non-current assets as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Cost-method investments $ - $ 8,000 Other 3,044 2,992 Total other non-current assets $ 3,044 $ 10,992 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Accrued compensation $ 21,537 $ 12,892 Accrued marketing 6,713 4,633 Accrued tax liabilities 4,862 5,456 Other accrued expenses 12,859 13,749 Total accrued liabilities $ 45,971 $ 36,730 |
LONG-TERM LIABILITIES (Tables)
LONG-TERM LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
Schedule of Long-term Liabilities | Long-term liabilities as of March 31, 2017 and December 31, 2016 consisted of the following (in thousands): March 31, December 31, 2017 2016 Deferred rent $ 17,107 $ 16,896 Other long-term liabilities 775 725 Total long-term liabilities $ 17,882 $ 17,621 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, 2017 December 31, 2016 Shares Shares Shares Issued Shares Issued and Authorized and Outstanding Authorized Outstanding Stockholders equity: Common stock, $0.000001 par value 200,000,000 80,290,089 200,000,000 79,429,833 Undesignated Preferred Stock 10,000,000 - 10,000,000 - |
Schedule of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2017 is as follows: Options Outstanding Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Term Intrinsic Value (in Shares Exercise Price (in years) thousands) Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Granted 838,600 35.00 Exercised (214,903 ) 15.29 Canceled (44,974 ) 51.87 Outstanding - March 31, 2017 8,597,664 $ 23.01 6.25 $ 106,262 Options vested and exercisable as of March 31, 2017 6,412,831 $ 19.76 5.30 $ 96,510 |
Summary of RSU Activity | A summary of RSU activity for the three months ended March 31, 2017 is as follows: Restricted Stock Units Weighted- Average Grant Number of Date Fair Shares Value Unvested - December 31, 2016 7,090,465 $ 32.43 Granted 1,435,870 38.14 Released (645,853 ) 33.10 Canceled (324,015 ) 34.22 Unvested - March 31, 2017 7,556,467 $ 33.38 |
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 March 31, 2017 2016 Cost of revenue $ 981 $ 401 Sales and marketing 6,868 6,342 Product development 11,208 8,030 General and administrative 5,277 4,337 Total stock-based compensation $ 24,334 $ 19,110 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net for the three months ended March 31, 2017 and 2016 consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Interest income, net $ 680 $ 311 Transaction loss on foreign exchange 15 66 Other non-operating income (loss), net 37 (119 ) Other income, net $ 732 $ 258 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Common stock Class A Class B Net loss attributable to common stockholders $ (4,780 ) $ (13,656 ) $ (1,796 ) Basic Shares: Weighted-average shares outstanding 79,843 67,065 8,819 Diluted Shares: Weighted-average shares used to compute diluted net loss per share 79,843 67,065 8,819 Net loss per share attributable to common stockholders Basic: $ (0.06 ) $ (0.20 ) $ (0.20 ) Diluted: $ (0.06 ) $ (0.20 ) $ (0.20 ) |
Schedule of Anti-dilutive Securities | The following weighted-average stock-based instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended March 31, 2017 2016 Stock options 8,598 8,856 Restricted stock units and awards 7,556 5,824 Contingently issuable shares - 309 |
INFORMATION ABOUT REVENUE AND38
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table presents the Companys net revenue by product line for the periods presented (in thousands) reflecting the changes to its revenue categories described above: Three Months Ended March 31, 2017 2016 Net revenue by product: Advertising $ 177,049 $ 143,047 Transactions 18,065 14,499 Other services 2,209 1,067 Total net revenue $ 197,323 $ 158,613 For purposes of comparison, the following table presents the Companys net revenue by product line for the periods presented (in thousands) based on the revenue categories in effect prior to the three months ended December 31, 2016: Three Months Ended March 31, 2017 2016 Net revenue by product: Local $ 172,044 $ 138,116 Transactions 18,065 14,499 Other services 7,214 5,998 Total net revenue $ 197,323 $ 158,613 |
Schedule of Net Revenue by Geographic Region | The following table presents the Companys net revenue by geographic region for the periods indicated (in thousands): Three Months Ended March 31, 2017 2016 United States $ 193,910 $ 155,389 All other countries 3,413 3,224 Total net revenue $ 197,323 $ 158,613 |
Schedule of Long-Lived Assets by Geographic Region | The following table presents the Companys long-lived assets by geographic region for the periods indicated (in thousands): March 31, December 31, 2017 2016 United States $ 88,915 $ 89,362 All other countries 2,812 3,078 Total long-lived assets $ 91,727 $ 92,440 |
RESTRUCTURING AND INTEGRATION (
RESTRUCTURING AND INTEGRATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Integration Costs | The following table presents the Companys restructuring and integration costs for the periods indicated (in thousands): Three Months Ended March 31, 2017 2016 Restructuring and integration $ 231 $ - |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | ||||
Cash | $ 125,164 | $ 119,778 | ||
Money market funds | 147,115 | 152,423 | ||
Total cash and cash equivalents | 272,279 | 272,201 | $ 183,505 | $ 171,613 |
Restricted cash related to letters of credit | $ 18,464 | $ 17,317 |
FAIR VALUE OF FINANCIAL INSTR41
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 360,177 | $ 359,717 |
Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | ||
Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 213,062 | 207,294 |
Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 147,115 | 152,423 |
Agency discount notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Agency discount notes [Member] | Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Agency discount notes [Member] | Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Agency discount notes [Member] | Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Agency bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Marketable securities | 154,209 | 152,394 |
Agency bonds [Member] | Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Marketable securities | ||
Agency bonds [Member] | Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Marketable securities | 154,209 | 152,394 |
Agency bonds [Member] | Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Marketable securities | ||
Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,000 | 9,006 |
Corporate bonds [Member] | Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Corporate bonds [Member] | Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,000 | 9,006 |
Corporate bonds [Member] | Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 49,853 | 45,894 |
Commercial paper [Member] | Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Commercial paper [Member] | Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 49,853 | 45,894 |
Commercial paper [Member] | Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | ||
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 147,115 | 152,423 |
Money Market Funds [Member] | Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Money Market Funds [Member] | Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | ||
Money Market Funds [Member] | Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 147,115 | $ 152,423 |
MARKETABLE SECURITIES (Schedule
MARKETABLE SECURITIES (Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | $ 213,062 | $ 207,294 |
Gross Unrealized Gains | 18 | |
Gross Unrealized Losses | (135) | (56) |
Amortized Cost | 213,197 | 207,332 |
Commercial paper [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 49,853 | 45,894 |
Commercial paper [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 49,853 | 45,894 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Amortized Cost | 49,853 | 45,894 |
Agency bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 154,209 | 152,394 |
Agency bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 154,209 | 152,394 |
Gross Unrealized Gains | 18 | |
Gross Unrealized Losses | (132) | (53) |
Amortized Cost | 154,341 | 152,429 |
Corporate bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 9,000 | 9,006 |
Corporate bonds [Member] | Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | 9,000 | 9,006 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (3) | (3) |
Amortized Cost | $ 9,003 | $ 9,009 |
MARKETABLE SECURITIES (Schedu43
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value | ||
Less than 12 months | $ 158,219 | $ 100,024 |
12 months or greater | ||
Total | 158,219 | 100,024 |
Unrealized Loss | ||
Less than 12 months | (135) | (56) |
12 months or greater | ||
Total | (135) | (56) |
Corporate bonds [Member] | ||
Fair Value | ||
Less than 12 months | 9,000 | 8,006 |
12 months or greater | ||
Total | 9,000 | 8,006 |
Unrealized Loss | ||
Less than 12 months | (3) | (3) |
12 months or greater | ||
Total | (3) | (3) |
Agency bonds [Member] | ||
Fair Value | ||
Less than 12 months | 149,219 | 92,018 |
12 months or greater | ||
Total | 149,219 | 92,018 |
Unrealized Loss | ||
Less than 12 months | (132) | (53) |
12 months or greater | ||
Total | $ (132) | $ (53) |
PROPERTY, EQUIPMENT, AND SOFT44
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 8.2 | $ 6.5 |
PROPERTY, EQUIPMENT AND SOFTW45
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Schedule of Property, Equipment and Software) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 176,072 | $ 168,865 |
Less accumulated depreciation | (84,345) | (76,425) |
Property, equipment and software, net | 91,727 | 92,440 |
Telecommunication [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 3,571 | 3,457 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 29,170 | 28,551 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 14,497 | 14,162 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 1,183 | 1,079 |
Capitalized website and internal-use software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | 67,010 | 61,515 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software | $ 60,641 | $ 60,101 |
INTANGIBLE ASSETS AND GOODWIL46
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1.9 | $ 1.7 |
INTANGIBLE ASSETS AND GOODWIL47
INTANGIBLE ASSETS AND GOODWILL (Schedule of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance | $ 170,667 |
Goodwill acquired | 25,959 |
Effect of currency translation | 836 |
Balance | $ 197,489 |
INTANGIBLE ASSETS AND GOODWIL48
INTANGIBLE ASSETS AND GOODWILL (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 60,471 | $ 50,045 |
Accumulated Amortization | (17,078) | (17,434) |
Net Carrying Amount | 43,393 | 32,611 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,758 | 9,280 |
Accumulated Amortization | (4,173) | (4,122) |
Net Carrying Amount | $ 7,585 | $ 5,158 |
Weighted Average Remaining Life | 3 years 7 months 6 days | 3 years 1 month 6 days |
Trade name and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,632 | $ 3,338 |
Accumulated Amortization | (1,737) | (1,861) |
Net Carrying Amount | $ 1,895 | $ 1,477 |
Weighted Average Remaining Life | 2 years 2 months 12 days | 2 years 1 month 6 days |
Domains and data licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,804 | $ 2,804 |
Accumulated Amortization | (1,463) | (1,340) |
Net Carrying Amount | $ 1,341 | $ 1,464 |
Weighted Average Remaining Life | 2 years 8 months 12 days | 3 years |
Restaurant and user relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 38,560 | $ 29,400 |
Accumulated Amortization | (6,840) | (5,981) |
Net Carrying Amount | $ 31,720 | $ 23,419 |
Weighted Average Remaining Life | 9 years | 8 years 2 months 12 days |
Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,717 | $ 3,674 |
Accumulated Amortization | (2,865) | (2,581) |
Net Carrying Amount | $ 852 | $ 1,093 |
Weighted Average Remaining Life | 1 year 10 months 24 days | 2 years |
Advertiser relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,549 | |
Accumulated Amortization | (1,549) | |
Net Carrying Amount | ||
Weighted Average Remaining Life | 0 years |
INTANGIBLE ASSETS AND GOODWIL49
INTANGIBLE ASSETS AND GOODWILL (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Estimated future amortization expense: | ||
2017 (from January 1, 2017) | $ 6,232 | |
2,018 | 7,910 | |
2,019 | 7,032 | |
2,020 | 4,851 | |
2,021 | 4,575 | |
Thereafter | 12,793 | |
Net Carrying Amount | $ 43,393 | $ 32,611 |
ACQUISITION (Summary of Purchas
ACQUISITION (Summary of Purchase Price and Net Assets Acquired) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Fair value of net assets acquired: | |||
Goodwill | $ 197,489 | $ 170,667 | |
Nowait, Inc [Member] | |||
Fair value of purchase consideration: | |||
Cash: Distributed to Nowait stockholders | $ 31,892 | ||
Cash: Held in escrow account | 7,945 | ||
Total purchase consideration | 39,837 | ||
Fair value of net assets acquired: | |||
Cash and cash equivalents | 1,004 | ||
Intangibles | 12,670 | ||
Goodwill | 25,959 | ||
Other assets | 1,065 | ||
Total assets acquired | 40,698 | ||
Lliabilities assumed | (861) | ||
Net assets acquired | $ 39,837 |
ACQUISITION (Summary of Estimat
ACQUISITION (Summary of Estimated Useful lives of Intangible Assets Acquired ) (Details) - Nowait, Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Feb. 28, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | $ 12,670 | |
Weighted average useful life | 9 years 7 months 6 days | |
Developed technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 2,900 | |
Weighted average useful life | 5 years | |
User relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 60 | |
Weighted average useful life | 3 years | |
Trademarks [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 610 | |
Weighted average useful life | 3 years | |
Local restaurant relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | 600 | |
Weighted average useful life | 5 years | |
Enterprise restaurant relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amount Assigned | $ 8,500 | |
Weighted average useful life | 12 years |
ACQUISITION (Schedule of Pro Fo
ACQUISITION (Schedule of Pro Forma Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 198,097 | $ 159,575 | |
Net loss | $ (5,822) | $ (17,073) | |
Basic and diluted net loss per share attributable to common stockholders | $ (0.07) | $ (0.22) | |
Aquisition related costs | $ 100 | ||
Nowait, Inc [Member] | |||
Revenue | $ 200 | ||
Net loss | $ 800 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Cost-method investments | $ 8,000 | |
Other | 3,044 | 2,992 |
Total other non-current assets | $ 3,044 | $ 10,992 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 21,537 | $ 12,892 |
Accrued marketing | 6,713 | 4,633 |
Accrued tax liabilities | 4,862 | 5,456 |
Other accrued expenses | 12,859 | 13,749 |
Total accrued liabilities | $ 45,971 | $ 36,730 |
LONG-TERM LIABILITIES (Schedule
LONG-TERM LIABILITIES (Schedule of Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities, Noncurrent [Abstract] | ||
Deferred rent | $ 17,107 | $ 16,896 |
Other long-term liabilities | 775 | 725 |
Total long-term liabilities | $ 17,882 | $ 17,621 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2016USD ($) | Aug. 31, 2014item | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | ||||
Rental expense | $ 9.8 | $ 8.6 | ||
Sublease rentals | 0.5 | $ 0.5 | ||
Number of lawsuits filed | item | 2 | |||
Payroll tax audit liability | $ 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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 24,334 | $ 19,110 |
Capitalized stock-based compensation | $ 1,400 | 800 |
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 | $ 4,900 | $ 1,600 |
Weighted average grant date fair value | $ 15.53 | $ 9.53 |
Unrecognized compensation costs | $ 29,000 | |
Unrecognized compensation costs, period for recognition | 2 years 8 months 12 days | |
Stock options [Member] | End of year one [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 25.00% | |
Stock options [Member] | First year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 10.00% | |
Stock options [Member] | Second year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 20.00% | |
Stock options [Member] | Third year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 30.00% | |
Stock options [Member] | Fourth year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 40.00% | |
Stock options [Member] | MonthlyBasisFirstYearMember | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 35.00% | |
Stock options [Member] | MonthlyBasisSecondYearMember | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 40.00% | |
Stock options [Member] | MonthlyBaisThirdYearMember | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 25.00% | |
RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Unrecognized compensation costs | $ 231,300 | |
Unrecognized compensation costs, period for recognition | 2 years 10 months 24 days | |
RSUs [Member] | End of year one [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 25.00% | |
RSUs [Member] | First year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 10.00% | |
RSUs [Member] | Second year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 20.00% | |
RSUs [Member] | Third year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 30.00% | |
RSUs [Member] | Fourth year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 40.00% | |
ESPP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Subscription rate of eligible compensation | 15.00% | |
Purchase price, percentage of fair market value | 85.00% | |
Stock-based compensation | $ 600 | $ 200 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity: | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock, Shares Issued | 80,290,089 | 79,429,833 |
Common stock, Shares Outstanding | 80,290,089 | 79,429,833 |
Undesignated Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Undesignated Preferred Stock, Shares Issued | ||
Undesignated Preferred Stock, Shares Outstanding |
STOCKHOLDERS' EQUITY (Schedul59
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Outstanding, beginning balance | 8,018,941 | |
Granted | 838,600 | |
Exercised | (214,903) | |
Canceled | (44,974) | |
Outstanding, ending balance | 8,597,664 | 8,018,941 |
Options vested and exercisable | 6,412,831 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $ 21.71 | |
Granted | 35 | |
Exercised | 15.29 | |
Canceled | 51.87 | |
Outstanding, ending balance | 23.01 | $ 21.71 |
Options vested and exercisable | $ 19.76 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 3 months | 6 years 1 month 6 days |
Weighted Average Remaining Contractual Term, Options vested and exercisable | 5 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 147,673 | |
Outstanding, ending balance | 106,262 | $ 147,673 |
Options vested and exercisable | $ 96,510 |
STOCKHOLDERS' EQUITY (Schedul60
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Units Activity) (Details) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance | shares | 7,090,465 |
Granted | shares | 1,435,870 |
Released | shares | (645,853) |
Canceled | shares | (324,015) |
Unvested, ending balance | shares | 7,556,467 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance | $ / shares | $ 32.43 |
Granted | $ / shares | 38.14 |
Released | $ / shares | 33.10 |
Canceled | $ / shares | 34.22 |
Unvested, ending balance | $ / shares | $ 33.38 |
STOCKHOLDERS' EQUITY (Schedul61
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 24,334 | $ 19,110 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 5,277 | 4,337 |
Cost of revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 981 | 401 |
Product development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 11,208 | 8,030 |
Sales and marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 6,868 | $ 6,342 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | ||
Interest income, net | $ 680 | $ 311 |
Transaction loss on foreign exchange | 15 | 66 |
Other non-operating income (loss), net | 37 | (119) |
Other income, net | $ 732 | $ 258 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Contingency [Line Items] | ||
Income tax provision (benefit) | $ 67 | $ 1,437 |
Income tax benefit due to U.S. federal and state income taxes and foreign income taxes | 80 | 1,500 |
Income tax benefit discrete benefits | 100 | $ 100 |
Unrecognized tax benefits | 11,500 | |
Unrecognized tax benefits that would not impact the effective tax rate | 10,800 | |
Unrecognized tax benefits increase | 1,200 | |
Earnings of foreign subsidiaries to be reinvested indefinitely | $ 2,700 | |
Ireland, United Kingdom and Germany Tax Jurisdictions [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax year | 2,010 | |
Federal and State Tax Jurisdictions [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax year | 2,003 |
NET LOSS PER SHARE (Narrative)
NET LOSS PER SHARE (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017item | |
Class B common stock [Member] | |
Class of Stock [Line Items] | |
Voting rights | 10 |
Class A common stock [Member] | |
Class of Stock [Line Items] | |
Voting rights | 1 |
NET LOSS PER SHARE (Schedule of
NET 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 | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Basic Shares: | |||
Weighted-average common shares outstanding | [1] | 79,843 | 75,884 |
Diluted Shares: | |||
Weighted-average shares used to compute diluted net loss per share | [1] | 79,843 | 75,884 |
Net loss per share attributable to common stockholders | |||
Basic: | [1] | $ (0.06) | $ (0.20) |
Diluted | [1] | $ (0.06) | $ (0.20) |
Common stock [Member] | |||
Earnings Per Share Reconciliation [Line Items] | |||
Net loss attributable to common stockholders | $ (4,780) | ||
Basic Shares: | |||
Weighted-average common shares outstanding | 79,843 | ||
Diluted Shares: | |||
Weighted-average shares used to compute diluted net loss per share | 79,843 | ||
Net loss per share attributable to common stockholders | |||
Basic: | $ (0.06) | ||
Diluted | $ (0.06) | ||
Class B common stock [Member] | |||
Earnings Per Share Reconciliation [Line Items] | |||
Net loss attributable to common stockholders | $ (1,796) | ||
Basic Shares: | |||
Weighted-average common shares outstanding | 8,819 | ||
Diluted Shares: | |||
Weighted-average shares used to compute diluted net loss per share | 8,819 | ||
Net loss per share attributable to common stockholders | |||
Basic: | $ (0.20) | ||
Diluted | $ (0.20) | ||
Class A common stock [Member] | |||
Earnings Per Share Reconciliation [Line Items] | |||
Net loss attributable to common stockholders | $ (13,656) | ||
Basic Shares: | |||
Weighted-average common shares outstanding | 67,065 | ||
Diluted Shares: | |||
Weighted-average shares used to compute diluted net loss per share | 67,065 | ||
Net loss per share attributable to common stockholders | |||
Basic: | $ (0.20) | ||
Diluted | $ (0.20) | ||
[1] | The structure of the Company's common stock changed in the year ended December 31, 2016. Refer to Note 12 for details. |
NET LOSS PER SHARE (Schedule 66
NET LOSS PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Contingently Issuable Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive awards | 309 | |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive awards | 7,556 | 5,824 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive awards | 8,598 | 8,856 |
INFORMATION ABOUT REVENUE AND67
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenue | $ 197,323 | $ 158,613 |
OtherServicesOneMember | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenue | 7,214 | 5,998 |
Advertising [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenue | 177,049 | 143,047 |
Local [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenue | 172,044 | 138,116 |
Transactions [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenue | 18,065 | 14,499 |
Other services [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenue | $ 2,209 | $ 1,067 |
INFORMATION ABOUT REVENUE AND68
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 91,727 | $ 92,440 |
All Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,812 | 3,078 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 88,915 | $ 89,362 |
RESTRUCTURING AND INTEGRATION69
RESTRUCTURING AND INTEGRATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and integration | $ 231 | |
Expected restructuring costs remaining | $ 400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Apr. 03, 2017 | Feb. 28, 2017 |
Turnstyle Analytics Inc [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Funds held in escrow | $ 3,100 | |
Cash consideration paid for acquisition | $ 20,600 | |
Nowait, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Funds held in escrow | $ 7,945 | |
Cash consideration paid for acquisition | $ 31,892 |