Cover page
Cover page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35444 | |
Entity Registrant Name | YELP INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-1854266 | |
Entity Address, Address Line One | 140 New Montgomery Street, 9th Floor | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | (415) | |
Local Phone Number | 908-3801 | |
Title of 12(b) Security | Common Stock, par value $0.000001 per share | |
Trading Symbol | YELP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,996,090 | |
Amendment Flag | false | |
Entity Central Index Key | 0001345016 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 590,789 | $ 170,281 |
Short-term marketable securities | 0 | 242,000 |
Accounts receivable (net of allowance for doubtful accounts of $11,316 and $7,686 at September 30, 2020 and December 31, 2019, respectively) | 84,813 | 106,832 |
Prepaid expenses and other current assets | 18,590 | 14,196 |
Total current assets | 694,192 | 533,309 |
Long-term marketable securities | 0 | 53,499 |
Property, equipment and software, net | 105,488 | 110,949 |
Operating lease right-of-use assets | 176,603 | 197,866 |
Goodwill | 106,772 | 104,589 |
Intangibles, net | 14,240 | 10,082 |
Restricted cash | 826 | 22,037 |
Other non-current assets | 40,829 | 38,369 |
Total assets | 1,138,950 | 1,070,700 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 103,378 | 72,333 |
Operating lease liabilities — current | 54,396 | 57,507 |
Deferred revenue | 4,731 | 4,315 |
Total current liabilities | 162,505 | 134,155 |
Operating lease liabilities — long-term | 155,297 | 174,756 |
Other long-term liabilities | 5,520 | 6,798 |
Total liabilities | 323,322 | 315,709 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.000001 par value, 200,000,000 shares authorized – 73,976,487 and 71,185,468 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 0 | 0 |
Additional paid-in capital | 1,358,804 | 1,259,803 |
Accumulated other comprehensive loss | (9,576) | (11,759) |
Accumulated deficit | (533,600) | (493,053) |
Total stockholders' equity | 815,628 | 754,991 |
Total liabilities and stockholders' equity | $ 1,138,950 | $ 1,070,700 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||||
Allowance for credit loss | $ 11,316 | $ 7,686 | $ 7,779 | $ 8,685 |
Common stock, par value (in USD per share) | $ 0.000001 | $ 0.000001 | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common stock, shares issued (in shares) | 73,976,487 | 71,185,468 | ||
Common stock, shares outstanding (in shares) | 73,976,487 | 71,185,468 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 220,807 | $ 262,474 | $ 639,738 | $ 745,371 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 13,193 | 16,514 | 41,865 | 45,754 |
Sales and marketing | 101,301 | 127,655 | 334,887 | 374,016 |
Product development | 53,022 | 56,661 | 174,104 | 169,302 |
General and administrative | 30,887 | 39,703 | 100,825 | 101,927 |
Depreciation and amortization | 12,544 | 12,391 | 37,484 | 36,507 |
Restructuring | 535 | 0 | 3,847 | 0 |
Total costs and expenses | 211,482 | 252,924 | 693,012 | 727,506 |
Income (loss) from operations | 9,325 | 9,550 | (53,274) | 17,865 |
Other income, net | 399 | 3,063 | 3,277 | 11,645 |
Income (loss) before income taxes | 9,724 | 12,613 | (49,997) | 29,510 |
Provision for (benefit from) income taxes | 10,744 | 2,552 | (9,484) | 5,781 |
Net (loss) income attributable to common stockholders | $ (1,020) | $ 10,061 | $ (40,513) | $ 23,729 |
Net (loss) income per share attributable to common stockholders | ||||
Basic (in USD per share) | $ (0.01) | $ 0.14 | $ (0.56) | $ 0.31 |
Diluted (in USD per share) | $ (0.01) | $ 0.14 | $ (0.56) | $ 0.30 |
Weighted-average shares used to compute net (loss) income per share attributable to common stockholders | ||||
Basic (in shares) | 73,514 | 70,773 | 72,495 | 75,975 |
Diluted (in shares) | 73,514 | 73,712 | 72,495 | 79,315 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (1,020) | $ 10,061 | $ (40,513) | $ 23,729 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 2,269 | (2,134) | 2,183 | (2,276) |
Other comprehensive income (loss) | 2,269 | (2,134) | 2,183 | (2,276) |
Comprehensive income (loss) | $ 1,249 | $ 7,927 | $ (38,330) | $ 21,453 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2018 | 81,996,839 | ||||||
Balance at beginning at Dec. 31, 2018 | $ 1,075,518 | $ 0 | $ 1,139,462 | $ 0 | $ (11,021) | $ (52,923) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 399,320 | ||||||
Issuance of common stock upon exercises of employee stock options | 8,276 | 8,276 | |||||
Issuance of common stock upon vesting of RSUs (in shares) | 1,510,144 | ||||||
Issuance of common stock for employee stock purchase plan (in shares) | 288,529 | ||||||
Issuance of common stock for employee stock purchase plan | 7,537 | 7,537 | |||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 97,810 | 97,810 | |||||
Shares withheld related to net share settlement of equity awards | (33,037) | (33,037) | |||||
Repurchases of common stock | (474,993) | (474,993) | |||||
Retirement of common stock (in shares) | (13,994,909) | ||||||
Retirement of common stock | 474,993 | (474,993) | |||||
Foreign currency adjustments | (2,276) | (2,276) | |||||
Net (loss) income | 23,729 | 23,729 | |||||
Balance (in shares) at Sep. 30, 2019 | 70,199,923 | ||||||
Balance at end at Sep. 30, 2019 | 702,564 | $ 0 | 1,220,048 | 0 | (13,297) | (504,187) | |
Balance (in shares) at Jun. 30, 2019 | 71,931,789 | ||||||
Balance at beginning at Jun. 30, 2019 | 746,455 | $ 0 | 1,194,486 | (5,952) | (11,163) | (430,916) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 225,364 | ||||||
Issuance of common stock upon exercises of employee stock options | 4,615 | 4,615 | |||||
Issuance of common stock upon vesting of RSUs (in shares) | 527,233 | ||||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 31,140 | 31,140 | |||||
Shares withheld related to net share settlement of equity awards | (10,193) | (10,193) | |||||
Repurchases of common stock | (77,380) | (77,380) | |||||
Retirement of common stock (in shares) | (2,484,463) | ||||||
Retirement of common stock | 83,332 | (83,332) | |||||
Foreign currency adjustments | (2,134) | (2,134) | |||||
Net (loss) income | 10,061 | 10,061 | |||||
Balance (in shares) at Sep. 30, 2019 | 70,199,923 | ||||||
Balance at end at Sep. 30, 2019 | $ 702,564 | $ 0 | 1,220,048 | 0 | (13,297) | (504,187) | |
Balance (in shares) at Dec. 31, 2019 | 71,185,468 | 71,185,468 | |||||
Balance at beginning at Dec. 31, 2019 | $ 754,991 | $ (34) | $ 0 | 1,259,803 | 0 | (11,759) | (493,053) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 285,388 | 285,388 | |||||
Issuance of common stock upon exercises of employee stock options | $ 3,606 | 3,606 | |||||
Issuance of common stock upon vesting of RSUs (in shares) | 2,071,934 | ||||||
Issuance of common stock for employee stock purchase plan (in shares) | 433,697 | ||||||
Issuance of common stock for employee stock purchase plan | 8,014 | 8,014 | |||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 99,133 | 99,133 | |||||
Shares withheld related to net share settlement of equity awards | (11,752) | (11,752) | |||||
Foreign currency adjustments | 2,183 | 2,183 | |||||
Net (loss) income | $ (40,513) | (40,513) | |||||
Balance (in shares) at Sep. 30, 2020 | 73,976,487 | 73,976,487 | |||||
Balance at end at Sep. 30, 2020 | $ 815,628 | $ 0 | 1,358,804 | 0 | (9,576) | (533,600) | |
Balance (in shares) at Jun. 30, 2020 | 73,121,229 | ||||||
Balance at beginning at Jun. 30, 2020 | 781,320 | $ 0 | 1,325,745 | 0 | (11,845) | (532,580) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercises of employee stock options (in shares) | 63,031 | ||||||
Issuance of common stock upon exercises of employee stock options | 812 | 812 | |||||
Issuance of common stock upon vesting of RSUs (in shares) | 792,227 | ||||||
Stock-based compensation (inclusive of capitalized stock-based compensation) | 32,247 | 32,247 | |||||
Foreign currency adjustments | 2,269 | 2,269 | |||||
Net (loss) income | $ (1,020) | (1,020) | |||||
Balance (in shares) at Sep. 30, 2020 | 73,976,487 | 73,976,487 | |||||
Balance at end at Sep. 30, 2020 | $ 815,628 | $ 0 | $ 1,358,804 | $ 0 | $ (9,576) | $ (533,600) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities | ||
Net (loss) income attributable to common stockholders | $ (40,513) | $ 23,729 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 37,484 | 36,507 |
Provision for doubtful accounts | 26,802 | 15,259 |
Stock-based compensation | 92,590 | 91,006 |
Noncash lease cost | 31,545 | 31,379 |
Deferred income taxes | (6,505) | (673) |
Other adjustments, net | 1,316 | (2,559) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,783) | (29,395) |
Prepaid expenses and other assets | 1,552 | (2,312) |
Operating lease liabilities | (34,284) | (31,002) |
Accounts payable, accrued liabilities and other liabilities | 23,181 | 17,329 |
Net cash provided by operating activities | 128,385 | 149,268 |
Investing Activities | ||
Sales and maturities of marketable securities — available-for-sale | 290,395 | 0 |
Purchases of marketable securities — held-to-maturity | (87,438) | (396,648) |
Maturities of marketable securities — held-to-maturity | 93,200 | 530,597 |
Release of escrow deposit | 0 | 28,750 |
Purchases of property, equipment and software | (24,072) | (29,950) |
Other investing activities | 329 | 383 |
Net cash provided by investing activities | 272,414 | 133,132 |
Financing Activities | ||
Proceeds from issuance of common stock for employee stock-based plans | 11,620 | 15,813 |
Repurchases of common stock | 0 | (474,993) |
Taxes paid related to the net share settlement of equity awards | (12,557) | (32,784) |
Other financing activities | (433) | 0 |
Net cash used in financing activities | (1,370) | (491,964) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (132) | 258 |
Change in cash, cash equivalents and restricted cash | 399,297 | (209,306) |
Cash, cash equivalents and restricted cash — Beginning of period | 192,318 | 354,835 |
Cash, cash equivalents and restricted cash — End of period | 591,615 | 145,529 |
Supplemental Disclosures of Other Cash Flow Information | ||
Cash paid for income taxes, net | 109 | 5,702 |
Supplemental Disclosures of Noncash Investing and Financing Activities | ||
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities | 2,168 | 1,856 |
Tax liability related to net share settlement of equity awards included in accounts payable and accrued liabilities | 0 | 896 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 11,833 | $ 6,325 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis for Presentation | DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION Yelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such as the "Company" and "Yelp" in these Notes to Condensed Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries. Yelp connects consumers with great local businesses. Yelp's trusted local platform delivers significant value to both consumers and businesses by helping each discover and interact with the other: its content and transaction capabilities help consumers save time and money, while its advertising and other products help businesses gain visibility and engage with its large audience of purchase-oriented consumers. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 28, 2020 and amended on April 29, 2020 (the "Annual Report"). The unaudited condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, except as set forth under "Recently Adopted Accounting Pronouncements" below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented. Principles of Consolidation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates. In early March 2020, COVID-19 — the disease caused by a novel strain of the coronavirus — was declared a global pandemic by the World Health Organization. Governments and municipalities around the world, including in the United States, have implemented extensive measures in an effort to control the spread of COVID-19, including travel restrictions, limitations on business activity, quarantines and shelter-in-place orders. Due to the COVID-19 pandemic and the uncertainty of the extent of the impacts, many of the estimates and assumptions required increased judgment and carry a higher degree of variability and volatility than they did prior to the pandemic. As events continue to evolve and additional information becomes available, these estimates may materially change in future periods. Significant Accounting Policies Except as set forth below, there have been no material changes to the Company's significant accounting policies from those described in the Annual Report. Marketable Securities —The Company considers highly liquid treasury notes, U.S. agency securities, corporate debt securities, money market funds and other funds with maturities of more than three months to be marketable securities. Securities with less than one year to maturity are included in short-term marketable securities, and all other securities are classified as long-term marketable securities. The Company has a policy that generally requires its securities to be investment grade (i.e. rated ‘A+’ or higher by bond rating firms) with the objective of minimizing the potential risk of principal loss. The Company determines the classification of its marketable securities based on its investment strategy. Marketable securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity, and it has an established history of holding investments to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for impairment. Amortized costs of debt securities are adjusted for amortization of premiums and accretion of discounts to maturity, and these adjustments are included in interest income. Marketable securities are classified as available-for-sale when the Company has established a practice of selling investments prior to maturity, or if the Company does not have the intent to hold securities to maturity to allow flexibility in response to liquidity needs. In the event that the Company classifies its investments as available-for-sale, it will only return to classifying investments as held-to-maturity once it has reestablished a practice and intent of holding investments to maturity. Available-for-sale securities are stated at fair value as of each balance sheet date and are periodically assessed for impairment. For the Company's available-for-sale securities, an investment is impaired if the fair value of the investment is less than its amortized cost basis. In assessing whether a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of expected cash flows is less than the amortized cost basis of the security, an allowance for credit loss is recorded as a component of other income (expense), net. Any remaining unrealized losses are recorded to other comprehensive income (loss). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Amortization of premiums and accretion of discounts are included in interest income. If the Company has the intent to sell an available-for-sale security in an unrealized loss position or it is more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, any previously recorded allowance is reversed and the entire difference between the amortized cost basis of the security and its fair value is recognized in the condensed consolidated statements of operations. Allowance for Doubtful Accounts —The Company maintains an allowance for doubtful accounts receivable. The allowance reflects the Company's best estimate of probable losses associated with the accounts receivable balance. It is based upon historical experience and loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts based on the credit risk of those accounts, known delinquent accounts, as well as current conditions and reasonable and supportable economic forecasts. When new information becomes available that allows the Company to more accurately estimate the allowance, it makes an adjustment, which is considered a change in accounting estimate. The carrying value of accounts receivable approximates their fair value. Goodwill —Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is reviewed at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that its fair value is less than the carrying amount, or opts not to perform a qualitative assessment, then the Company will compare the 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 unit’s fair value. The carrying value of goodwill will be written down to fair value. No impairment charges associated with goodwill have been recorded by the Company to date. Stock-Based Compensation —The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs") and issuances under its 2012 Employee Stock Purchase Plan, as amended ("ESPP"), to be measured based on the grant-date fair value of the awards. The Company accounts for forfeitures as they occur. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. The fair value of RSUs is measured using the closing price of the Company's common stock on the New York Stock Exchange on the grant date. The Company uses the straight-line method for expense attribution. No compensation cost is recorded for RSUs that do not vest. In May 2020, the Company changed its method of settling the employee tax liabilities associated with the vesting of RSUs from withholding a portion of the vested shares and covering such taxes with cash from its balance sheet ("Net Share Withholding"), to selling a portion of the vested shares to cover taxes ("Sell-to-Cover"). The Company has two types of PRSUs outstanding — awards for which the vesting is subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. For the awards subject to a market condition, the Company uses a Monte Carlo model to determine the fair value of the PRSUs. The Company uses the accelerated method for expense attribution. Compensation costs are recorded if the service condition is met regardless of whether the market performance condition is satisfied. No compensation cost is recorded if the service condition is not met. For the awards subject to performance goals, compensation costs are recorded when the Company concludes that it is probable that the performance conditions will be achieved. The Company performs an analysis in each reporting period to determine the probability that the performance goals will be met, and recognizes a cumulative catch-up adjustment to compensation cost for changes in its probability assessment in subsequent reporting periods, if required, until the performance period has expired. The fair value of the PRSUs is measured using the closing price of the Company's common stock on the New York Stock Exchange on the grant date. The Company uses the accelerated method for expense attribution. No compensation cost is recorded if the service condition is not met. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 requires certain types of financial instruments, including trade receivables and held-to-maturity investments measured at amortized cost, to be presented as the net amount expected to be collected based on historical events, current conditions and forecast information. The Company adopted and began applying ASU 2016-13 on January 1, 2020 by recording a cumulative-effect adjustment to retained earnings. This adjustment recorded an allowance related to expected credit losses on the Company's held-to-maturity debt securities, which was subsequently reversed upon its change in investment strategy in March 2020. This allowance took into consideration the composition and credit quality of the financial instruments, their respective historical credit loss activity, and reasonable and supportable economic forecasts and conditions at the time of adoption. The adoption did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 simplified the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new standard, entities perform goodwill impairment tests by comparing the 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 unit’s fair value. The Company adopted ASU 2017-04 on January 1, 2020 and the adoption did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"), which amended Accounting Standards Codification 820, "Fair Value Measurement." ASU 2018-13 modified the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract" ("ASU 2018-15"). ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and which to recognize as assets. ASU 2018-15 generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. The Company adopted ASU 2018-15 prospectively and began applying it on January 1, 2020. The adoption did not have a material impact on the Company's financial statements. Recent Accounting Pronouncements Not Yet Effective In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which simplifies the accounting for income taxes by removing certain exceptions to the general principles for recording income taxes, while also simplifying certain recognition and allocation approaches to accounting for income taxes. ASU 2019-12 will be effective for the first interim period within annual periods beginning after December 15, 2020 on a prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements and related disclosures. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash, cash equivalents and restricted cash as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Cash $ 80,698 $ 43,581 Cash equivalents 510,091 126,700 Total cash and cash equivalents $ 590,789 $ 170,281 Restricted cash 826 22,037 Total cash, cash equivalents and restricted cash $ 591,615 $ 192,318 The increase in cash equivalents during the nine months ended September 30, 2020 was primarily driven by the Company's change in its investment strategy to preserve liquidity as a result of COVID-19. During the six months ended June 30, 2020, the Company sold securities prior to maturity for proceeds of $253.4 million and reinvested these funds along with $73.0 million from maturities and redemptions into money market funds, which are recorded as cash equivalents. See Note 4, " Marketable Securities " for further details. As of December 31, 2019, the Company had letters of credit collateralized fully by bank deposits that totaled $22.0 million. These letters of credit primarily related to lease agreements for certain of the Company’s offices, which were required to be maintained and issued to the landlords of each facility. Each letter of credit was subject to renewal annually until the applicable lease expires. As the bank deposits had restrictions on their use, they were classified as restricted cash on the Company's condensed consolidated balance sheet. In May 2020, the Company moved approximately $21.5 million of these letters of credit under a sub-limit included in its credit agreement with Wells Fargo Bank, National Association, which it entered into on May 5, 2020 (the "Credit Agreement"). Following this transfer, the restrictions on the Company's use of the bank deposits previously used to collateralize its letters of credit were lifted and, as a result, such funds are no longer classified as restricted cash. See Note 12, " Commitments and Contingencies " for further details on the Credit Agreement. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s investments in money market accounts are recorded as cash equivalents at fair value on the condensed consolidated balance sheets. The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: Level 1 —Observable inputs, such as quoted prices in active markets, Level 2 —Inputs other than quoted prices in active markets that are observable either directly or indirectly, or Level 3 —Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fair value. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. Prior to their sale during the six months ended June 30, 2020, the Company's commercial paper, corporate bonds, U.S. government bonds and agency bonds were classified within Level 2 of the fair value hierarchy because they were valued using inputs other than quoted prices in active markets that are observable directly or indirectly. See Note 4, " Marketable Securities " for further details. The Company's long-lived and indefinite-lived assets such as property, equipment and software, goodwill and other intangible assets are measured at fair value on a non-recurring basis if the assets are determined to be impaired. The Company recognized an immaterial impairment charge related to its intangible assets during the three months ended March 31, 2020. See Note 7, " Goodwill and Intangible Assets " for further details. The Company estimated the fair value of these intangible assets using an income approach that relied on assumptions made by management using both internal and external data; as a result, these intangible assets are classified within Level 3 of the fair value hierarchy. The following table represents the fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis, as of September 30, 2020 and December 31, 2019 as well as those held-to-maturity as of December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 510,091 $ — $ — $ 510,091 $ 126,700 $ — $ — $ 126,700 Marketable securities: Commercial paper — — — — — 130,472 — 130,472 Corporate bonds — — — — — 85,611 — 85,611 Agency bonds — — — — — 79,750 — 79,750 Total cash equivalents and marketable securities $ 510,091 $ — $ — $ 510,091 $ 126,700 $ 295,833 $ — $ 422,533 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES In March 2020, the Company changed its investment strategy in response to uncertainties resulting from the COVID-19 pandemic to allow for more flexibility in preserving liquidity. As a result of this change, the classification of the Company's investments changed from held-to-maturity to available-for-sale. The amortized cost of marketable securities transferred from held-to-maturity to available-for-sale was $300.2 million. As a result of the transfer, the Company reversed the allowance for credit loss that had been previously recorded upon adoption of ASU 2016-13 and measured the securities at fair value as of the transfer date by recording an immaterial allowance for credit loss to other income, net and the remaining adjustment as an immaterial unrealized loss recorded to other comprehensive income. As a result of its change in investment strategy, the Company liquidated its investment portfolio, which consisted of available-for-sale short- and long-term marketable securities, for proceeds of $253.4 million during the six months ended June 30, 2020. The Company recorded an immaterial amount of net realized gains to other income, net and reinvested the proceeds from the sales, along with $73.0 million from maturities and redemptions of marketable securities, into money market funds. The amortized cost, gross unrealized gains and losses, and fair value of marketable securities classified as held-to-maturity as of December 31, 2019 were as follows (in thousands): December 31, 2019 Amortized Gross Gross Fair Short-term marketable securities: Commercial paper $ 130,464 $ 17 $ (9) $ 130,472 Corporate bonds 85,396 225 (10) 85,611 Agency bonds 26,140 90 — 26,230 Total short-term marketable securities 242,000 332 (19) 242,313 Long-term marketable securities: Agency bonds 53,499 21 — 53,520 Total long-term marketable securities 53,499 21 — 53,520 Total marketable securities $ 295,499 $ 353 $ (19) $ 295,833 The Company did not have any securities that were in an unrealized loss position as of September 30, 2020 due to the liquidation of its investment portfolio. The following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2019, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands): December 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Loss Fair Unrealized Loss Fair Unrealized Loss Commercial paper $ 63,639 $ (9) $ — $ — $ 63,639 $ (9) Corporate bonds 20,979 (10) — — 20,979 (10) Total $ 84,618 $ (19) $ — $ — $ 84,618 $ (19) Prior to the adoption of ASU 2016-13, the Company periodically reviewed its investment portfolio for other-than-temporary impairment. The Company considered such factors as the duration, severity and reason for the decline in value, and the potential recovery period. The Company also considered whether it was more likely than not that it would be required to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis could not be recovered as a result of credit losses. During the three and nine months ended September 30, 2019, the Company did not recognize any other-than-temporary impairment loss. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, 2020 December 31, 2019 Prepaid expenses $ 9,612 $ 10,188 Other current assets 8,978 4,008 Total prepaid expenses and other current assets $ 18,590 $ 14,196 As of September 30, 2020, other current assets consisted primarily of $4.7 million of income tax and payroll tax receivables. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software, Net | PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Capitalized website and internal-use software development costs $ 164,488 $ 140,886 Leasehold improvements 88,436 86,089 Computer equipment 46,049 43,626 Furniture and fixtures 18,271 18,403 Telecommunication 4,956 5,154 Software 1,687 1,687 Total 323,887 295,845 Less accumulated depreciation (218,399) (184,896) Property, equipment and software, net $ 105,488 $ 110,949 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill is the result of its acquisitions of other businesses, and represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed. The Company performed its annual goodwill impairment analysis as of August 31, 2020 and concluded that goodwill was not impaired, as the fair value of the reporting unit exceeded its carrying value. The changes in carrying amount of goodwill during the nine months ended September 30, 2020 were as follows (in thousands): Balance as of December 31, 2019 $ 104,589 Effect of currency translation 2,183 Balance as of September 30, 2020 $ 106,772 Intangible assets at September 30, 2020 and December 31, 2019 consisted of the following (dollars in thousands): September 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,918 $ (3,571) $ 6,347 8.0 years Developed technology 7,709 (5,934) 1,775 1.5 years Licensing agreements 6,129 (54) 6,075 9.4 years Content 3,938 (3,938) — 0.0 years Domains and data licenses 2,869 (2,826) 43 2.0 years Trademarks 877 (877) — 0.0 years User relationships 146 (146) — 0.0 years Total $ 31,586 $ (17,346) $ 14,240 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,918 $ (2,841) $ 7,077 8.6 years Developed technology 7,832 (4,959) 2,873 2.2 years Content 3,814 (3,814) — 0.0 years Domain and data licenses 2,869 (2,748) 121 1.7 years Trademarks 877 (872) 5 0.2 years User relationships 146 (140) 6 0.2 years Total $ 25,456 $ (15,374) $ 10,082 During the three months ended September 30, 2020, the Company recorded an intangible asset of $6.1 million related to a licensing agreement that was entered into with a third party. The Company accounted for this transaction as an asset acquisition of an intangible asset and will amortize the licensing agreement on a straight-line basis over its estimated useful life of 9.5 years. Amortization expense was $0.6 million and $0.8 million for the three months ended September 30, 2020 and 2019, respectively, and $1.8 million and $2.6 million for the nine months ended September 30, 2020 and 2019, respectively. No impairment charge was recorded during the three months ended September 30, 2020. The Company recorded an immaterial impairment charge related to developed technology during the three months ended March 31, 2020. No changes to the useful lives of any intangible assets were made. As of September 30, 2020, the estimated future amortization of purchased intangible assets for (i) the remaining three months of 2020, (ii) each of the succeeding five years, and (iii) thereafter was as follows (in thousands): Year Ending December 31, Amount 2020 (from October 1, 2020) $ 719 2021 2,848 2022 1,676 2023 1,359 2024 1,353 2025 1,353 Thereafter 4,932 Total amortization $ 14,240 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LEASES The components of lease cost, net for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating lease cost $ 13,714 $ 13,544 $ 41,512 $ 40,878 Short-term lease cost (12 months or less) 369 291 1,070 938 Sublease income (1,954) (1,475) (5,868) (2,764) Total lease cost, net $ 12,129 $ 12,360 $ 36,714 $ 39,052 The Company's leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants that would limit or prevent the Company's right to obtain substantially all of the economic benefits from use of the respective assets during the lease term. The Company has subleased certain office facilities under operating lease agreements that expire in 2025. The sublease agreements do not contain any options to renew. The Company recognizes a majority of the sublease rental income as a reduction in rent expense on a straight-line basis over the lease period, with any sublease income in excess of the original lease cost recorded to other income, net. Supplemental cash flow information related to leases for the nine months ended September 30, 2020 and 2019 was as follows (in thousands): September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 44,181 $ 42,323 As of September 30, 2020, maturities of lease liabilities for (i) the remaining three months of 2020, (ii) each of the succeeding five years, and (iii) thereafter were as follows (in thousands): Year Ending December 31, Operating 2020 (from October 1, 2020) $ 14,858 2021 52,067 2022 46,400 2023 43,495 2024 41,263 2025 22,316 Thereafter 24,009 Total minimum lease payments 244,408 Less imputed interest (34,715) Present value of lease liabilities $ 209,693 As of September 30, 2020 and December 31, 2019, the weighted-average remaining lease terms and weighted-average discount rates were as follows: September 30, 2020 December 31, Weighted-average remaining lease term (years) — operating leases 5.2 5.5 Weighted-average discount rate — operating leases 6.0 % 6.1 % In October 2020, the Company entered into a lease agreement for an office facility in Toronto, Canada for which the lease term is expected to commence in 2021 and expire in 2031. The Company expects to classify this as an operating lease and, as of September 30, 2020, expected to recognize operating lease cost of approximately $9.0 million over the life of the lease. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS Other non-current assets as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Deferred tax assets $ 26,590 $ 20,054 Deferred contract costs 11,250 15,138 Other non-current assets 2,989 3,177 Total other non-current assets $ 40,829 $ 38,369 Deferred contract costs as of September 30, 2020 and December 31, 2019, and changes in deferred contract costs during the nine months ended September 30, 2020, were as follows (in thousands): Nine Months Ended Balance, beginning of period $ 15,138 Add: costs deferred on new contracts 8,960 Less: amortization recorded in sales and marketing expenses (12,848) Balance, end of period $ 11,250 In accordance with its deferred contract costs accounting policy, the Company performs a quantitative update of the expected customer lives at least annually and reviews for any significant change on a quarterly basis based on both qualitative and quantitative factors, including product life cycle attributes and customer retention historical data. Due to the impact of the COVID-19 pandemic, the Company concluded that the useful lives of deferred contract costs had a range of up to 26 months as of March 31, 2020, down from 32 months as of December 31, 2019. As a result, additional amortized commission expense of $3.4 million was recorded in sales and marketing expenses during the three months ended March 31, 2020. |
CONTRACT BALANCES
CONTRACT BALANCES | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract Balances | CONTRACT BALANCES The allowance for doubtful accounts as of September 30, 2020 and 2019 and changes in the allowance for doubtful accounts during the nine months ended September 30, 2020 and 2019 were as follows (in thousands): Nine Months Ended 2020 2019 Balance, beginning of period $ 7,686 $ 8,685 Add: provision for doubtful accounts 26,802 15,259 Less: write-offs, net of recoveries (23,172) (16,165) Balance, end of period $ 11,316 $ 7,779 The net increase in the allowance for doubtful accounts in the nine months ended September 30, 2020 was primarily related to an anticipated increase in customer delinquencies due to the COVID-19 pandemic. In calculating the allowance for doubtful accounts as of September 30, 2020, the Company considered expectations of probable credit losses associated with the COVID-19 pandemic based on observed trends to date in cancellations, observed changes to date in the credit risk of specific customers, the impact of anticipated closures and bankruptcies using forecasted economic indicators in addition to historical experience and loss patterns during periods of macroeconomic uncertainty. Contract liabilities consist of deferred revenue, which is recorded on the condensed consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer. As of September 30, 2020, deferred revenue was $4.7 million, the majority of which is expected to be recognized as revenue in the subsequent three-month period ending December 31, 2020. Changes in deferred revenue during the nine months ended September 30, 2020 were as follows (in thousands): Nine Months Ended Balance, beginning of period $ 4,315 Less: recognition of deferred revenue from beginning balance (3,713) Add: net increase in current period contract liabilities 4,129 Balance, end of period $ 4,731 No other contract assets or liabilities are recorded on the Company's condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019. |
ACCRUED LIABILITIES AND ACCRUED
ACCRUED LIABILITIES AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Accounts payable $ 10,614 $ 6,002 Employee related liabilities 60,986 41,488 Accrued sales and marketing expenses 3,601 2,982 Taxes payable 4,988 3,695 Accrued cost of revenue 5,640 7,208 Other accrued liabilities 17,549 10,958 Total accounts payable and accrued liabilities $ 103,378 $ 72,333 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings —In January 2018, a putative class action lawsuit alleging violations of the federal securities laws was filed in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of its officers. The complaint, which the plaintiff amended on June 25, 2018, alleges violations of the Exchange Act by the Company and its officers for allegedly making materially false and misleading statements regarding its business and operations on February 9, 2017. The plaintiff seeks unspecified monetary damages and other relief. On August 2, 2018, the Company and the other defendants filed a motion to dismiss the amended complaint, which the court granted in part and denied in part on November 27, 2018. On October 22, 2019, the Court approved a stipulation to certify a class in this action. The case remains pending. Due to the preliminary nature of this lawsuit, the Company is unable to reasonably estimate either the probability of incurring a loss or an estimated range of such loss, if any, from the lawsuit. The Company is subject to other legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these other matters will have a material effect on the Company’s business, financial position, results of operations or cash flows. Indemnification Agreements —In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s business, financial position, results of operations or cash flows. Revolving Credit Facility —In May 2020, the Company entered into the Credit Agreement with Wells Fargo Bank, National Association, which provides for a three-year, $75.0 million senior unsecured revolving credit facility including a letter of credit sub-limit of $25.0 million. The commitments under the Credit Agreement expire on May 5, 2023. Interest on any borrowings under the revolving credit facility will accrue at either LIBOR plus 1.25% or at an alternative base rate plus 0.25%, at the Company's election. Interest is payable monthly in arrears for base rate loans and at the end of the applicable interest period (or, if the interest period extends over three months, at the end of each three-month interval during the interest period) for LIBOR loans. The Company is also required to pay an annual commitment fee that accrues at 0.25% per annum on the unused portion of the aggregate commitments under the revolving credit facility, payable quarterly in arrears. Debt issuance-related costs were $0.4 million and will be amortized to interest expense on a straight-line basis over the life of the Credit Agreement. The Company is required to pay a fee that accrues at 0.70% per annum on the undrawn portion of any letter of credit, payable quarterly in arrears. In May 2020, the Company moved letters of credit in an aggregate amount of approximately $21.5 million under the letter of credit sub-limit, which reduced the amount it can borrow under the revolving credit facility. Approximately $53.5 million remained available under the revolving credit facility as of September 30, 2020. The Company was in compliance with all covenants associated with the credit facility and there were no loans outstanding under the Credit Agreement as of September 30, 2020. See " Liquidity and Capital Resources " included under Part II, Item 2 in this Quarterly Report for additional information on the covenants included in the Credit Agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of the dates indicated: September 30, 2020 December 31, 2019 Shares Authorized Shares Issued Shares Authorized Shares Issued Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 73,976,487 200,000,000 71,185,468 Undesignated preferred stock 10,000,000 — 10,000,000 — Stock Repurchase Program In July 2017, the Company’s board of directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $200.0 million of its outstanding common stock. The Company's board of directors authorized the Company to repurchase up to an additional $250.0 million of its outstanding common stock in each of November 2018, February 2019 and January 2020, bringing the total amount of authorized repurchases to $950.0 million as of September 30, 2020, $269.0 million of which remains available. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing. The Company did not repurchase any shares during the nine months ended September 30, 2020. Pursuant to the restructuring plan announced on April 9, 2020 (the "Restructuring Plan"), the Company suspended share repurchases under the stock repurchase program. On November 5, 2020, the Company announced its plans to resume repurchases as early as the fourth quarter of 2020, depending on market and economic conditions. See Note 18, " Restructuring " for further details on the Restructuring Plan. During the nine months ended September 30, 2019, the Company repurchased on the open market and retired 13,994,909 shares for an aggregate purchase price of $475.0 million. The Company had no treasury stock balance as of September 30, 2019. Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the "2005 Plan"), the 2011 Equity Incentive Plan (the "2011 Plan") and the 2012 Equity Incentive Plan, as amended (the "2012 Plan"). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering ("IPO"), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards have been or will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date. Options granted to date generally vest over a three A summary of stock option activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 6,210,385 $ 25.10 4.3 $ 75,805 Granted 146,500 31.42 Exercised (285,388) 12.64 Canceled (182,616) 47.34 Outstanding at September 30, 2020 5,888,881 $ 25.17 3.9 $ 21,260 Options vested and exercisable at September 30, 2020 5,199,107 $ 23.63 3.4 $ 21,260 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $0.7 million and $3.4 million for the three months ended September 30, 2020 and 2019, respectively, and $5.1 million and $6.2 million for the nine months ended September 30, 2020 and 2019, respectively. The weighted-average grant date fair value of options granted was $7.61 per share for the three months ended September 30, 2020. There were no options granted in the three months ended September 30, 2019. The weighted-average grant date fair value of options granted was $9.69 and $17.64 per share for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, total unrecognized compensation costs related to nonvested stock options were approximately $10.6 million, which the Company expects to recognize over a weighted-average time period of 2.1 years. RSUs 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. RSUs also include PRSUs, which are subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. For PRSUs subject to a market condition, the shares underlying each PRSU award will be eligible to vest only if the average closing price of the Company's common stock equals or exceeds $45.3125 over any 60-day trading period during the four years following the grant date of February 7, 2019. If this market condition is met, the shares underlying each PRSU award will vest quarterly over four years from the grant date ("Time-Based Vesting Schedule"). Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the market condition is achieved will fully vest as of such date; thereafter, any remaining nonvested shares subject to the PRSUs will continue vesting solely according to the Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. For PRSUs subject to performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company's level of achievement of certain financial targets, subject to a four-year, quarterly vesting schedule ("2020 Time-Based Vesting Schedule"). The shares subject to performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March 15, 2021. On the quarterly vest date immediately following such determination, the eligible shares, if any, will vest to the extent that the employee has met the 2020 Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the 2020 Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. The Company performed an analysis as of September 30, 2020 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the three and nine months ended September 30, 2020 for the PRSUs that it expected to vest. As the PRSU activity during the nine months ended September 30, 2020 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2019 7,625,584 $ 36.51 Granted 3,424,706 32.69 Vested (1) (2,411,208) 36.80 Canceled (1,391,090) 36.56 Nonvested at September 30, 2020 7,247,992 $ 34.60 (1) Includes 339,274 shares that vested but were not issued due to net share settlement for payment of employee taxes. The aggregate fair value as of the vest date of RSUs that vested during the nine months ended September 30, 2020 and 2019 was $64.1 million and $84.9 million, respectively. As of September 30, 2020, the Company had approximately $229.3 million of unrecognized stock-based compensation expense related to RSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.5 years. In May 2020, the Company changed its method of settling the employee tax liabilities associated with the vesting of RSUs from Net Share Withholding to the Sell-to-Cover method. As a result of this change, the Company no longer has cash outflows relating to the settlement of tax liabilities associated with employee stock awards. The change does not impact the Company's condensed consolidated statements of operations. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company's common stock as quoted on the New York Stock Exchange on such date. There were no shares purchased by employees under the ESPP in the three months ended September 30, 2020 and 2019. There were 433,697 shares purchased by employees under the ESPP at a weighted-average price of $18.48 in the nine months ended September 30, 2020. There were 288,529 shares purchased by employees under the ESPP at a weighted-average price of $26.12 in the nine months ended September 30, 2019. The Company recognized stock-based compensation expense related to the ESPP of $0.6 million and $0.7 million in the three months ended September 30, 2020 and 2019, respectively, and $1.9 million and $2.0 million for the nine months ended September 30, 2020 and 2019, 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 849 $ 1,054 $ 2,835 $ 3,415 Sales and marketing 7,196 7,683 22,194 23,143 Product development 15,551 15,250 50,133 46,572 General and administrative 6,659 5,249 17,428 17,876 Total stock-based compensation recorded to income (loss) before income taxes 30,255 29,236 92,590 91,006 Provision for (benefit from) income taxes 378 (7,661) (23,831) (23,766) Total stock-based compensation recorded to net (loss) income $ 30,633 $ 21,575 $ 68,759 $ 67,240 |
OTHER INCOME, NET
OTHER INCOME, NET | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | OTHER INCOME, NET Other income, net for the three and nine months ended September 30, 2020 and 2019 consisted of the following (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Interest income, net $ 7 $ 2,830 $ 2,304 $ 10,946 Transaction gain (loss) on foreign exchange 28 (20) (32) 93 Other non-operating income, net 364 253 1,005 606 Other income, net $ 399 $ 3,063 $ 3,277 $ 11,645 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 benefit from income taxes for the nine months ended September 30, 2020 was $9.5 million, which was due to $17.1 million of U.S. federal, state and foreign income tax benefit, offset by $7.6 million of net discrete tax expense primarily related to stock-based compensation. The provision for income taxes for the nine months ended September 30, 2019 was $5.8 million, which was due to $5.5 million of U.S. federal, state and foreign income tax expense and $0.3 million of net discrete tax expense. On March 27, 2020, the CARES Act was signed into law. The CARES Act includes, among other items, provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act allows losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding tax years and to offset 100% of regular taxable income. Additionally, the CARES Act accelerates the Company’s ability to receive refunds of alternative minimum tax credits generated in prior tax years. Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, excluding unusual or infrequently occurring discrete items ("Ordinary" income), for the reporting period. For the three and nine months ended September 30, 2020, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by non-deductible expenses. For the three and nine months ended September 30, 2019, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits and non-deductible expenses. As of September 30, 2020, the total amount of gross unrecognized tax benefits was $46.8 million, $20.0 million of which was subject to a full valuation allowance and would not affect the Company’s effective tax rate if recognized. In the three and nine months ended September 30, 2020, the Company recorded an immaterial amount of interest and penalties. As of September 30, 2020, the Company estimated that it had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $5.7 million. Any taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company's foreign investments would generally be limited to foreign and state taxes. The Company has not recognized a deferred tax liability related to un-remitted foreign earnings, as it intends to indefinitely reinvest these earnings, and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company’s federal and state income tax returns for tax years subsequent to 2003 remain open to examination. In the Company’s foreign jurisdictions — Canada, Germany, Ireland and the United Kingdom — the tax years subsequent to 2014 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s |
NET (LOSS) INCOME PER SHARE
NET (LOSS) INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net (loss) income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential common shares 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, purchase rights related to the ESPP. The following table presents the calculation of basic and diluted net (loss) income per share for the periods presented (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic net (loss) income per share: Net (loss) income $ (1,020) $ 10,061 $ (40,513) $ 23,729 Shares used in computation: Weighted-average common shares outstanding 73,514 70,773 72,495 75,975 Basic net (loss) income per share attributable to common stockholders $ (0.01) $ 0.14 $ (0.56) $ 0.31 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Diluted net (loss) income per share: Net (loss) income $ (1,020) $ 10,061 $ (40,513) $ 23,729 Shares used in computation: Weighted-average common shares outstanding 73,514 70,773 72,495 75,975 Stock options — 2,345 — 2,429 Restricted stock units — 478 — 870 Employee stock purchase program — 116 — 41 Number of shares used in diluted calculation 73,514 73,712 72,495 79,315 Diluted net (loss) income per share attributable to common stockholders $ (0.01) $ 0.14 $ (0.56) $ 0.30 The following stock-based instruments were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 5,889 2,718 5,889 2,629 Restricted stock units 7,248 2,718 7,248 2,530 ESPP 228 — 228 — |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Information About Revenue and Geographic Areas | INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS The Company considers operating segments to be components of the Company for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance. The Company has determined that it has a single operating and reporting segment. When the Company communicates results externally, it disaggregates net revenue into major product lines and primary geographical markets, which is based on the billing address of the customer. The disaggregation of revenue by major product lines is based on the type of service provided and also aligns with the timing of revenue recognition. Net Revenue The following table presents the Company’s net revenue by major product line for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue by product: Advertising $ 211,167 $ 253,098 $ 613,493 $ 717,973 Transactions 4,412 3,074 11,019 9,528 Other services 5,228 6,302 15,226 17,870 Total net revenue $ 220,807 $ 262,474 $ 639,738 $ 745,371 During the three and nine months ended September 30, 2020 and 2019, no individual customer accounted for 10% or more of consolidated net revenue. As a result of the COVID-19 pandemic, the Company considered whether there was any impact to the manner in which revenue is recognized, in particular with respect to the collectability criteria for recognizing revenue from contracts with customers. The Company did not change the manner in which it recognizes revenue as a result of that assessment. During the three and nine months ended September 30, 2020, the Company offered a number of relief incentives totaling $2.9 million and $20.8 million, respectively, to advertising and other services customers most impacted by the COVID-19 pandemic. These incentives were primarily in the form of waived advertising fees and waived subscription fees. The Company accounted for these incentives as price concessions and reduced net revenue recognized in the three and nine months ended September 30, 2020 accordingly. During the nine months ended September 30, 2020, the Company also paused certain advertising campaigns that were scheduled to run from April to May 2020 and offered certain free advertising products during those months with a total value of $14.5 million. All paused advertising campaigns that were not cancelled by customers resumed by the end of May 2020. The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 United States $ 218,563 $ 258,820 $ 632,360 $ 735,169 All other countries 2,244 3,654 7,378 10,202 Total net revenue $ 220,807 $ 262,474 $ 639,738 $ 745,371 Long-Lived Assets The following table presents the Company’s long-lived assets by major geographic region for the periods presented (in thousands): September 30, December 31, United States $ 101,335 $ 109,849 All other countries 4,153 1,100 Total long-lived assets $ 105,488 $ 110,949 |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING On April 9, 2020, the Company announced the Restructuring Plan to help manage the near-term financial impacts of the COVID-19 pandemic. In addition to reductions and deferrals in spending, the Restructuring Plan’s cost-cutting measures included workforce reductions affecting approximately 1,000 employees and furloughs affecting approximately 1,100 additional employees, as well as salary reductions and reduced-hour work weeks. For further details on the Restructuring Plan, refer to the Company's Current Report on Form 8-K filed with the SEC on April 9, 2020. On July 13, 2020, the Company announced an additional workforce reduction (separate from the Restructuring Plan) affecting approximately 60 employees. During the three months ended September 30, 2020, the Company restored reduced salaries and returned many of its furloughed employees. The Company incurred $0.5 million and $3.8 million in restructuring costs during the three and nine months ended September 30, 2020, respectively, in connection with terminations under the Restructuring Plan and additional workforce reduction, which represent expenditures for severance, payroll taxes and related benefits costs. These costs were recorded as restructuring expenses on the Company's condensed consolidated statements of operations. Additional costs related to supporting furloughed employees incurred during the three and nine months ended September 30, 2020 were excluded from restructuring expenses and recorded in operating expenses. The Company paid substantially all the costs incurred in connection with the terminations under the Restructuring Plan and additional workforce reduction as of September 30, 2020 and does not expect to incur any material additional costs in connection with these terminations. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 28, 2020 and amended on April 29, 2020 (the "Annual Report"). The unaudited condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, except as set forth under "Recently Adopted Accounting Pronouncements" below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented. |
Principles of Consolidation | 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 Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates. In early March 2020, COVID-19 — the disease caused by a novel strain of the coronavirus — was declared a global pandemic by the World Health Organization. Governments and municipalities around the world, including in the United States, have implemented extensive measures in an effort to control the spread of COVID-19, including travel restrictions, limitations on business activity, quarantines and shelter-in-place orders. Due to the COVID-19 pandemic and the uncertainty of the extent of the impacts, many of the estimates and assumptions required increased judgment and carry a higher degree of variability and volatility than they did prior to the pandemic. As events continue to evolve and additional information becomes available, these estimates may materially change in future periods. |
Marketable Securities | Marketable Securities —The Company considers highly liquid treasury notes, U.S. agency securities, corporate debt securities, money market funds and other funds with maturities of more than three months to be marketable securities. Securities with less than one year to maturity are included in short-term marketable securities, and all other securities are classified as long-term marketable securities. The Company has a policy that generally requires its securities to be investment grade (i.e. rated ‘A+’ or higher by bond rating firms) with the objective of minimizing the potential risk of principal loss. The Company determines the classification of its marketable securities based on its investment strategy. Marketable securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity, and it has an established history of holding investments to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for impairment. Amortized costs of debt securities are adjusted for amortization of premiums and accretion of discounts to maturity, and these adjustments are included in interest income. Marketable securities are classified as available-for-sale when the Company has established a practice of selling investments prior to maturity, or if the Company does not have the intent to hold securities to maturity to allow flexibility in response to liquidity needs. In the event that the Company classifies its investments as available-for-sale, it will only return to classifying investments as held-to-maturity once it has reestablished a practice and intent of holding investments to maturity. Available-for-sale securities are stated at fair value as of each balance sheet date and are periodically assessed for impairment. For the Company's available-for-sale securities, an investment is impaired if the fair value of the investment is less than its amortized cost basis. In assessing whether a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of expected cash flows is less than the amortized cost basis of the security, an allowance for credit loss is recorded as a component of other income (expense), net. Any remaining unrealized losses are recorded to other comprehensive income (loss). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Amortization of premiums and accretion of discounts are included in interest income. If the Company has the intent to sell an available-for-sale security in an unrealized loss position or it is more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, any previously recorded allowance is reversed and the entire difference between the amortized cost basis of the security and its fair value is recognized in the condensed consolidated statements of operations. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts—The Company maintains an allowance for doubtful accounts receivable. The allowance reflects the Company's best estimate of probable losses associated with the accounts receivable balance. It is based upon historical experience and loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts based on the credit risk of those accounts, known delinquent accounts, as well as current conditions and reasonable and supportable economic forecasts. When new information becomes available that allows the Company to more accurately estimate the allowance, it makes an adjustment, which is considered a change in accounting estimate. The carrying value of accounts receivable approximates their fair value. |
Goodwill | Goodwill —Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is reviewed at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that its fair value is less than the carrying amount, or opts not to perform a qualitative assessment, then the Company will compare the 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 unit’s fair value. The carrying value of goodwill will be written down to fair value. No impairment charges associated with goodwill have been recorded by the Company to date. |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts for stock-based employee compensation plans under the fair value recognition and measurement provisions, which require all stock-based payments to employees, including grants of stock options, restricted stock awards, restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs") and issuances under its 2012 Employee Stock Purchase Plan, as amended ("ESPP"), to be measured based on the grant-date fair value of the awards. The Company accounts for forfeitures as they occur. The fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility in the fair market value of the Company’s common stock, a risk-free interest rate and expected dividends. No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life as the contractual term for options of 10 years is longer than the Company has been publicly traded. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses the straight-line method for expense attribution. The fair value of RSUs is measured using the closing price of the Company's common stock on the New York Stock Exchange on the grant date. The Company uses the straight-line method for expense attribution. No compensation cost is recorded for RSUs that do not vest. In May 2020, the Company changed its method of settling the employee tax liabilities associated with the vesting of RSUs from withholding a portion of the vested shares and covering such taxes with cash from its balance sheet ("Net Share Withholding"), to selling a portion of the vested shares to cover taxes ("Sell-to-Cover"). The Company has two types of PRSUs outstanding — awards for which the vesting is subject to both a time-based vesting schedule and either (a) a market condition or (b) the achievement of performance goals. For the awards subject to a market condition, the Company uses a Monte Carlo model to determine the fair value of the PRSUs. The Company uses the accelerated method for expense attribution. Compensation costs are recorded if the service condition is met regardless of whether the market performance condition is satisfied. No compensation cost is recorded if the service condition is not met. For the awards subject to performance goals, compensation costs are recorded when the Company concludes that it is probable that the performance conditions will be achieved. The Company performs an analysis in each reporting period to determine the probability that the performance goals will be met, and recognizes a cumulative catch-up adjustment to compensation cost for changes in its probability assessment in subsequent reporting periods, if required, until the performance period has expired. The fair value of the PRSUs is measured using the closing price of the Company's common stock on the New York Stock Exchange on the grant date. The Company uses the accelerated method for expense attribution. No compensation cost is recorded if the service condition is not met. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Effective | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 requires certain types of financial instruments, including trade receivables and held-to-maturity investments measured at amortized cost, to be presented as the net amount expected to be collected based on historical events, current conditions and forecast information. The Company adopted and began applying ASU 2016-13 on January 1, 2020 by recording a cumulative-effect adjustment to retained earnings. This adjustment recorded an allowance related to expected credit losses on the Company's held-to-maturity debt securities, which was subsequently reversed upon its change in investment strategy in March 2020. This allowance took into consideration the composition and credit quality of the financial instruments, their respective historical credit loss activity, and reasonable and supportable economic forecasts and conditions at the time of adoption. The adoption did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 simplified the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new standard, entities perform goodwill impairment tests by comparing the 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 unit’s fair value. The Company adopted ASU 2017-04 on January 1, 2020 and the adoption did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU 2018-13"), which amended Accounting Standards Codification 820, "Fair Value Measurement." ASU 2018-13 modified the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract" ("ASU 2018-15"). ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and which to recognize as assets. ASU 2018-15 generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. The Company adopted ASU 2018-15 prospectively and began applying it on January 1, 2020. The adoption did not have a material impact on the Company's financial statements. Recent Accounting Pronouncements Not Yet Effective In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which simplifies the accounting for income taxes by removing certain exceptions to the general principles for recording income taxes, while also simplifying certain recognition and allocation approaches to accounting for income taxes. ASU 2019-12 will be effective for the first interim period within annual periods beginning after December 15, 2020 on a prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its consolidated financial statements and related disclosures. |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Cash $ 80,698 $ 43,581 Cash equivalents 510,091 126,700 Total cash and cash equivalents $ 590,789 $ 170,281 Restricted cash 826 22,037 Total cash, cash equivalents and restricted cash $ 591,615 $ 192,318 |
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents and restricted cash as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Cash $ 80,698 $ 43,581 Cash equivalents 510,091 126,700 Total cash and cash equivalents $ 590,789 $ 170,281 Restricted cash 826 22,037 Total cash, cash equivalents and restricted cash $ 591,615 $ 192,318 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following table represents the fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis, as of September 30, 2020 and December 31, 2019 as well as those held-to-maturity as of December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 510,091 $ — $ — $ 510,091 $ 126,700 $ — $ — $ 126,700 Marketable securities: Commercial paper — — — — — 130,472 — 130,472 Corporate bonds — — — — — 85,611 — 85,611 Agency bonds — — — — — 79,750 — 79,750 Total cash equivalents and marketable securities $ 510,091 $ — $ — $ 510,091 $ 126,700 $ 295,833 $ — $ 422,533 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity 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 marketable securities classified as held-to-maturity as of December 31, 2019 were as follows (in thousands): December 31, 2019 Amortized Gross Gross Fair Short-term marketable securities: Commercial paper $ 130,464 $ 17 $ (9) $ 130,472 Corporate bonds 85,396 225 (10) 85,611 Agency bonds 26,140 90 — 26,230 Total short-term marketable securities 242,000 332 (19) 242,313 Long-term marketable securities: Agency bonds 53,499 21 — 53,520 Total long-term marketable securities 53,499 21 — 53,520 Total marketable securities $ 295,499 $ 353 $ (19) $ 295,833 |
Schedule of Securities in an Unrealized Loss Position | The following table presents gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2019, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands): December 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Loss Fair Unrealized Loss Fair Unrealized Loss Commercial paper $ 63,639 $ (9) $ — $ — $ 63,639 $ (9) Corporate bonds 20,979 (10) — — 20,979 (10) Total $ 84,618 $ (19) $ — $ — $ 84,618 $ (19) |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, 2020 December 31, 2019 Prepaid expenses $ 9,612 $ 10,188 Other current assets 8,978 4,008 Total prepaid expenses and other current assets $ 18,590 $ 14,196 |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software, Net | Property, equipment and software, net as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Capitalized website and internal-use software development costs $ 164,488 $ 140,886 Leasehold improvements 88,436 86,089 Computer equipment 46,049 43,626 Furniture and fixtures 18,271 18,403 Telecommunication 4,956 5,154 Software 1,687 1,687 Total 323,887 295,845 Less accumulated depreciation (218,399) (184,896) Property, equipment and software, net $ 105,488 $ 110,949 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in carrying amount of goodwill during the nine months ended September 30, 2020 were as follows (in thousands): Balance as of December 31, 2019 $ 104,589 Effect of currency translation 2,183 Balance as of September 30, 2020 $ 106,772 |
Schedule of Intangible Assets | Intangible assets at September 30, 2020 and December 31, 2019 consisted of the following (dollars in thousands): September 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,918 $ (3,571) $ 6,347 8.0 years Developed technology 7,709 (5,934) 1,775 1.5 years Licensing agreements 6,129 (54) 6,075 9.4 years Content 3,938 (3,938) — 0.0 years Domains and data licenses 2,869 (2,826) 43 2.0 years Trademarks 877 (877) — 0.0 years User relationships 146 (146) — 0.0 years Total $ 31,586 $ (17,346) $ 14,240 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,918 $ (2,841) $ 7,077 8.6 years Developed technology 7,832 (4,959) 2,873 2.2 years Content 3,814 (3,814) — 0.0 years Domain and data licenses 2,869 (2,748) 121 1.7 years Trademarks 877 (872) 5 0.2 years User relationships 146 (140) 6 0.2 years Total $ 25,456 $ (15,374) $ 10,082 |
Schedule of Future Amortization Expense | As of September 30, 2020, the estimated future amortization of purchased intangible assets for (i) the remaining three months of 2020, (ii) each of the succeeding five years, and (iii) thereafter was as follows (in thousands): Year Ending December 31, Amount 2020 (from October 1, 2020) $ 719 2021 2,848 2022 1,676 2023 1,359 2024 1,353 2025 1,353 Thereafter 4,932 Total amortization $ 14,240 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information | The components of lease cost, net for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating lease cost $ 13,714 $ 13,544 $ 41,512 $ 40,878 Short-term lease cost (12 months or less) 369 291 1,070 938 Sublease income (1,954) (1,475) (5,868) (2,764) Total lease cost, net $ 12,129 $ 12,360 $ 36,714 $ 39,052 Supplemental cash flow information related to leases for the nine months ended September 30, 2020 and 2019 was as follows (in thousands): September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 44,181 $ 42,323 |
Lessee, Operating Lease, Liability, Maturity | As of September 30, 2020, maturities of lease liabilities for (i) the remaining three months of 2020, (ii) each of the succeeding five years, and (iii) thereafter were as follows (in thousands): Year Ending December 31, Operating 2020 (from October 1, 2020) $ 14,858 2021 52,067 2022 46,400 2023 43,495 2024 41,263 2025 22,316 Thereafter 24,009 Total minimum lease payments 244,408 Less imputed interest (34,715) Present value of lease liabilities $ 209,693 |
Assets And Liabilities, Lessee Information | As of September 30, 2020 and December 31, 2019, the weighted-average remaining lease terms and weighted-average discount rates were as follows: September 30, 2020 December 31, Weighted-average remaining lease term (years) — operating leases 5.2 5.5 Weighted-average discount rate — operating leases 6.0 % 6.1 % |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-Current Assets | Other non-current assets as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Deferred tax assets $ 26,590 $ 20,054 Deferred contract costs 11,250 15,138 Other non-current assets 2,989 3,177 Total other non-current assets $ 40,829 $ 38,369 |
Capitalized Contract Cost | Deferred contract costs as of September 30, 2020 and December 31, 2019, and changes in deferred contract costs during the nine months ended September 30, 2020, were as follows (in thousands): Nine Months Ended Balance, beginning of period $ 15,138 Add: costs deferred on new contracts 8,960 Less: amortization recorded in sales and marketing expenses (12,848) Balance, end of period $ 11,250 |
CONTRACT BALANCES (Tables)
CONTRACT BALANCES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Allowance for Doubtful Accounts Receivable | The allowance for doubtful accounts as of September 30, 2020 and 2019 and changes in the allowance for doubtful accounts during the nine months ended September 30, 2020 and 2019 were as follows (in thousands): Nine Months Ended 2020 2019 Balance, beginning of period $ 7,686 $ 8,685 Add: provision for doubtful accounts 26,802 15,259 Less: write-offs, net of recoveries (23,172) (16,165) Balance, end of period $ 11,316 $ 7,779 |
Contract with Customer, Liability | Changes in deferred revenue during the nine months ended September 30, 2020 were as follows (in thousands): Nine Months Ended Balance, beginning of period $ 4,315 Less: recognition of deferred revenue from beginning balance (3,713) Add: net increase in current period contract liabilities 4,129 Balance, end of period $ 4,731 |
ACCRUED LIABILITIES AND ACCRU_2
ACCRUED LIABILITIES AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accounts payable and accrued liabilities as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, December 31, Accounts payable $ 10,614 $ 6,002 Employee related liabilities 60,986 41,488 Accrued sales and marketing expenses 3,601 2,982 Taxes payable 4,988 3,695 Accrued cost of revenue 5,640 7,208 Other accrued liabilities 17,549 10,958 Total accounts payable and accrued liabilities $ 103,378 $ 72,333 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents the number of shares authorized and issued as of the dates indicated: September 30, 2020 December 31, 2019 Shares Authorized Shares Issued Shares Authorized Shares Issued Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 73,976,487 200,000,000 71,185,468 Undesignated preferred stock 10,000,000 — 10,000,000 — |
Schedule of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 6,210,385 $ 25.10 4.3 $ 75,805 Granted 146,500 31.42 Exercised (285,388) 12.64 Canceled (182,616) 47.34 Outstanding at September 30, 2020 5,888,881 $ 25.17 3.9 $ 21,260 Options vested and exercisable at September 30, 2020 5,199,107 $ 23.63 3.4 $ 21,260 |
Schedule of RSU Activity | A summary of RSU and PRSU activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2019 7,625,584 $ 36.51 Granted 3,424,706 32.69 Vested (1) (2,411,208) 36.80 Canceled (1,391,090) 36.56 Nonvested at September 30, 2020 7,247,992 $ 34.60 (1) Includes 339,274 shares that vested but were not issued due to net share settlement for payment of employee taxes. |
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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 849 $ 1,054 $ 2,835 $ 3,415 Sales and marketing 7,196 7,683 22,194 23,143 Product development 15,551 15,250 50,133 46,572 General and administrative 6,659 5,249 17,428 17,876 Total stock-based compensation recorded to income (loss) before income taxes 30,255 29,236 92,590 91,006 Provision for (benefit from) income taxes 378 (7,661) (23,831) (23,766) Total stock-based compensation recorded to net (loss) income $ 30,633 $ 21,575 $ 68,759 $ 67,240 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net for the three and nine months ended September 30, 2020 and 2019 consisted of the following (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Interest income, net $ 7 $ 2,830 $ 2,304 $ 10,946 Transaction gain (loss) on foreign exchange 28 (20) (32) 93 Other non-operating income, net 364 253 1,005 606 Other income, net $ 399 $ 3,063 $ 3,277 $ 11,645 |
NET (LOSS) INCOME PER SHARE (Ta
NET (LOSS) INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net (loss) income per share for the periods presented (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic net (loss) income per share: Net (loss) income $ (1,020) $ 10,061 $ (40,513) $ 23,729 Shares used in computation: Weighted-average common shares outstanding 73,514 70,773 72,495 75,975 Basic net (loss) income per share attributable to common stockholders $ (0.01) $ 0.14 $ (0.56) $ 0.31 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Diluted net (loss) income per share: Net (loss) income $ (1,020) $ 10,061 $ (40,513) $ 23,729 Shares used in computation: Weighted-average common shares outstanding 73,514 70,773 72,495 75,975 Stock options — 2,345 — 2,429 Restricted stock units — 478 — 870 Employee stock purchase program — 116 — 41 Number of shares used in diluted calculation 73,514 73,712 72,495 79,315 Diluted net (loss) income per share attributable to common stockholders $ (0.01) $ 0.14 $ (0.56) $ 0.30 |
Schedule of Anti-dilutive Securities | The following stock-based instruments were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 5,889 2,718 5,889 2,629 Restricted stock units 7,248 2,718 7,248 2,530 ESPP 228 — 228 — |
INFORMATION ABOUT REVENUE AND_2
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table presents the Company’s net revenue by major product line for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue by product: Advertising $ 211,167 $ 253,098 $ 613,493 $ 717,973 Transactions 4,412 3,074 11,019 9,528 Other services 5,228 6,302 15,226 17,870 Total net revenue $ 220,807 $ 262,474 $ 639,738 $ 745,371 |
Schedule of Net Revenue by Geographic Region | The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 United States $ 218,563 $ 258,820 $ 632,360 $ 735,169 All other countries 2,244 3,654 7,378 10,202 Total net revenue $ 220,807 $ 262,474 $ 639,738 $ 745,371 |
Schedule of Long-Lived Assets by Geographic Location | The following table presents the Company’s long-lived assets by major geographic region for the periods presented (in thousands): September 30, December 31, United States $ 101,335 $ 109,849 All other countries 4,153 1,100 Total long-lived assets $ 105,488 $ 110,949 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 80,698 | $ 43,581 | ||
Cash equivalents | 510,091 | 126,700 | ||
Total cash and cash equivalents | 590,789 | 170,281 | ||
Restricted cash | 826 | 22,037 | ||
Total cash, cash equivalents and restricted cash | $ 591,615 | $ 192,318 | $ 145,529 | $ 354,835 |
CASH, CASH EQUIVALENTS AND RE_4
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Sep. 30, 2020 | May 31, 2020 | Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | ||||
Proceeds from sale of debt securities, available-for-sale | $ 253,400 | |||
Marketable securities proceeds reinvested | $ 73,000 | |||
Restricted cash | $ 826 | $ 22,037 | ||
Letters of credit outstanding | $ 21,500 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 295,833 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 510,091 | 422,533 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 510,091 | 126,700 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 295,833 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 130,472 |
Recurring | Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 130,472 |
Recurring | Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 85,611 |
Recurring | Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 85,611 |
Recurring | Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 79,750 |
Recurring | Agency bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Agency bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 79,750 |
Recurring | Agency bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities | 0 | 0 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 510,091 | 126,700 |
Recurring | Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 510,091 | 126,700 |
Recurring | Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Recurring | Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | $ 0 | $ 0 |
MARKETABLE SECURITIES - Narrati
MARKETABLE SECURITIES - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Statement of Financial Position [Abstract] | |
Debt securities, available-for-sale, amortized cost | $ 300.2 |
Proceeds from sale of debt securities, available-for-sale | 253.4 |
Proceeds from maturities reinvested | $ 73 |
MARKETABLE SECURITIES (Schedule
MARKETABLE SECURITIES (Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Cash equivalents and Short-term marketable securities: | |
Amortized Cost | $ 242,000 |
Gross Unrealized Gains | 332 |
Gross Unrealized Losses | (19) |
Fair Value | 242,313 |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Amortized Cost | 53,499 |
Gross Unrealized Gains | 21 |
Gross Unrealized Losses | 0 |
Fair Value | 53,520 |
Amortized Cost | 295,499 |
Gross Unrealized Gains | 353 |
Gross Unrealized Losses | (19) |
Fair Value | 295,833 |
Commercial paper | |
Cash equivalents and Short-term marketable securities: | |
Amortized Cost | 130,464 |
Gross Unrealized Gains | 17 |
Gross Unrealized Losses | (9) |
Fair Value | 130,472 |
Corporate bonds | |
Cash equivalents and Short-term marketable securities: | |
Amortized Cost | 85,396 |
Gross Unrealized Gains | 225 |
Gross Unrealized Losses | (10) |
Fair Value | 85,611 |
Agency bonds | |
Cash equivalents and Short-term marketable securities: | |
Amortized Cost | 26,140 |
Gross Unrealized Gains | 90 |
Gross Unrealized Losses | 0 |
Fair Value | $ 26,230 |
MARKETABLE SECURITIES (Schedu_2
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Fair Value [Abstract] | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Less than 12 Months, Fair Value | $ 84,618 |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, 12 Months or Longer, Fair Value | 0 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Fair Value, Total | 84,618 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Accumulated Loss [Abstract] | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (19) |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Accumulated Loss | (19) |
Commercial paper | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Fair Value [Abstract] | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Less than 12 Months, Fair Value | 63,639 |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, 12 Months or Longer, Fair Value | 0 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Fair Value, Total | 63,639 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Accumulated Loss [Abstract] | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (9) |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Accumulated Loss | (9) |
Corporate bonds | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Fair Value [Abstract] | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Less than 12 Months, Fair Value | 20,979 |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, 12 Months or Longer, Fair Value | 0 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Fair Value, Total | 20,979 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Accumulated Loss [Abstract] | |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (10) |
Debt Securities, Held-to-maturity, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 |
Debt Securities, Held-to-maturity, Unrealized Loss Position, Accumulated Loss | $ (10) |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 9,612 | $ 10,188 |
Other current assets | 8,978 | 4,008 |
Total prepaid expenses and other current assets | $ 18,590 | $ 14,196 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Narrative (Details) $ in Millions | Sep. 30, 2020USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current asset, resulting from legislation | $ 4.7 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Schedule of Property, Equipment and Software) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 323,887 | $ 295,845 |
Less accumulated depreciation | (218,399) | (184,896) |
Property, equipment and software, net | 105,488 | 110,949 |
Capitalized website and internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 164,488 | 140,886 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 88,436 | 86,089 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 46,049 | 43,626 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 18,271 | 18,403 |
Telecommunication | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 4,956 | 5,154 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 1,687 | $ 1,687 |
PROPERTY, EQUIPMENT, AND SOFT_2
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 11.9 | $ 11.6 | $ 35.6 | $ 33.9 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 104,589 |
Effect of currency translation | 2,183 |
Ending balance | $ 106,772 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,586 | $ 25,456 |
Accumulated Amortization | (17,346) | (15,374) |
Total amortization | 14,240 | 10,082 |
Business relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,918 | 9,918 |
Accumulated Amortization | (3,571) | (2,841) |
Total amortization | $ 6,347 | $ 7,077 |
Weighted Average Remaining Life | 8 years | 8 years 7 months 6 days |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,709 | $ 7,832 |
Accumulated Amortization | (5,934) | (4,959) |
Total amortization | $ 1,775 | $ 2,873 |
Weighted Average Remaining Life | 1 year 6 months | 2 years 2 months 12 days |
Licensing agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,129 | |
Accumulated Amortization | (54) | |
Total amortization | $ 6,075 | |
Weighted Average Remaining Life | 9 years 4 months 24 days | |
Content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,938 | $ 3,814 |
Accumulated Amortization | (3,938) | (3,814) |
Total amortization | $ 0 | $ 0 |
Weighted Average Remaining Life | 0 years | 0 years |
Domains and data licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,869 | $ 2,869 |
Accumulated Amortization | (2,826) | (2,748) |
Total amortization | $ 43 | $ 121 |
Weighted Average Remaining Life | 2 years | 1 year 8 months 12 days |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 877 | $ 877 |
Accumulated Amortization | (877) | (872) |
Total amortization | $ 0 | $ 5 |
Weighted Average Remaining Life | 0 years | 2 months 12 days |
User relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 146 | $ 146 |
Accumulated Amortization | (146) | (140) |
Total amortization | $ 0 | $ 6 |
Weighted Average Remaining Life | 0 years | 2 months 12 days |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 600,000 | $ 800,000 | $ 1,800,000 | $ 2,600,000 |
Goodwill and intangible asset impairment | 0 | |||
Licensing agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 6,100,000 | |||
Useful life | 9 years 6 months |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Year Ending December 31, | ||
2020 (from October 1, 2020) | $ 719 | |
2021 | 2,848 | |
2022 | 1,676 | |
2023 | 1,359 | |
2024 | 1,353 | |
2025 | 1,353 | |
Thereafter | 4,932 | |
Total amortization | $ 14,240 | $ 10,082 |
LEASES (Lease Cost) (Details)
LEASES (Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 13,714 | $ 13,544 | $ 41,512 | $ 40,878 |
Short-term lease cost (12 months or less) | 369 | 291 | 1,070 | 938 |
Sublease income | (1,954) | (1,475) | (5,868) | (2,764) |
Total lease cost, net | $ 12,129 | $ 12,360 | $ 36,714 | $ 39,052 |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 44,181 | $ 42,323 |
LEASES (Operating Lease Maturit
LEASES (Operating Lease Maturities) (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (from October 1, 2020) | $ 14,858 |
2021 | 52,067 |
2022 | 46,400 |
2023 | 43,495 |
2024 | 41,263 |
2025 | 22,316 |
Thereafter | 24,009 |
Total minimum lease payments | 244,408 |
Less imputed interest | (34,715) |
Present value of lease liabilities | $ 209,693 |
LEASES (Additional Information)
LEASES (Additional Information) (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) — operating leases | 5 years 2 months 12 days | 5 years 6 months |
Weighted-average discount rate — operating leases | 6.00% | 6.10% |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) $ in Millions | Oct. 31, 2020USD ($) |
Subsequent Event | |
Lessee, Lease, Description [Line Items] | |
Lease not yet commenced | $ 9 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Deferred tax assets | $ 26,590 | $ 20,054 |
Deferred contract costs | 11,250 | 15,138 |
Other non-current assets | 2,989 | 3,177 |
Total other non-current assets | $ 40,829 | $ 38,369 |
OTHER NON-CURRENT ASSETS (Chang
OTHER NON-CURRENT ASSETS (Changes in Deferred Contract Costs) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Changes In Capitalized Contract Costs [Roll Forward] | |
Balance, beginning of period | $ 15,138 |
Add: costs deferred on new contracts | 8,960 |
Less: amortization recorded in sales and marketing expenses | (12,848) |
Balance, end of period | $ 11,250 |
OTHER NON-CURRENT ASSETS (Narra
OTHER NON-CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2020 |
Other Assets, Noncurrent Disclosure [Abstract] | ||||
Deferred contract cost term | 26 months | 32 months | 32 months | |
Amortization of deferred sales commissions | $ 3.4 |
CONTRACT BALANCES (Schedule of
CONTRACT BALANCES (Schedule of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 7,686 | $ 8,685 |
Add: provision for doubtful accounts | 26,802 | 15,259 |
Less: write-offs, net of recoveries | (23,172) | (16,165) |
Balance, end of period | $ 11,316 | $ 7,779 |
CONTRACT BALANCES (Narrative) (
CONTRACT BALANCES (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 4,731 | $ 4,315 |
CONTRACT BALANCES (Changes in D
CONTRACT BALANCES (Changes in Deferred Revenue) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Change in Contract with Customer, Liability [Roll Forward] | |
Balance, beginning of period | $ 4,315 |
Less: recognition of deferred revenue from beginning balance | (3,713) |
Add: net increase in current period contract liabilities | 4,129 |
Balance, end of period | $ 4,731 |
ACCRUED LIABILITIES AND ACCRU_3
ACCRUED LIABILITIES AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 10,614 | $ 6,002 |
Employee related liabilities | 60,986 | 41,488 |
Accrued sales and marketing expenses | 3,601 | 2,982 |
Taxes payable | 4,988 | 3,695 |
Accrued cost of revenue | 5,640 | 7,208 |
Other accrued liabilities | 17,549 | 10,958 |
Total accounts payable and accrued liabilities | $ 103,378 | $ 72,333 |
ACCRUED LIABILITIES AND ACCRU_4
ACCRUED LIABILITIES AND ACCRUED LIABILITIES - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Payables and Accruals [Abstract] | |
Increase in employee related activities | $ 19.5 |
Deferred income tax liabilities, employer taxes | 10.6 |
Increase in accrued vacation costs | $ 6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 1 Months Ended | |
May 31, 2020 | Sep. 30, 2020 | |
Line of Credit Facility [Line Items] | ||
Letters of credit outstanding | $ 21,500,000 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility term | 3 years | |
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | |
Commitment fee percentage | 0.25% | |
Debt issuance costs | $ 400,000 | |
Remaining borrowing capacity | 53,500,000 | |
Long-term line of credit | $ 0 | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 1.25% | |
Revolving Credit Facility | Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.25% | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |
Unused capacity, commitment fee percentage | 0.70% | |
Credit Agreement Sublimit | ||
Line of Credit Facility [Line Items] | ||
Letters of credit outstanding | $ 21,500,000 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders’ equity: | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 73,976,487 | 71,185,468 |
Undesignated preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Undesignated preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.000001 | $ 0.000001 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2020USD ($)scheduleplan$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jan. 31, 2020USD ($) | Feb. 11, 2019USD ($) | Nov. 27, 2018USD ($) | Jul. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Treasury stock (in shares) | shares | 0 | 0 | ||||||
Number of equity incentive plans | plan | 3 | |||||||
Granted (in shares) | shares | 146,500 | |||||||
Fair value as of vest date of RSUs | $ 64,100,000 | $ 84,900,000 | ||||||
Stock-based compensation | $ 30,255,000 | $ 29,236,000 | 92,590,000 | 91,006,000 | ||||
Capitalized stock-based compensation expense | $ 2,600,000 | 2,600,000 | $ 7,100,000 | 7,600,000 | ||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Target vesting range | 0.00% | 0.00% | ||||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Target vesting range | 200.00% | 200.00% | ||||||
Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of vesting schedules | schedule | 3 | |||||||
Exercisable period | 10 years | |||||||
Intrinsic value of options exercised | $ 700,000 | $ 3,400,000 | $ 5,100,000 | $ 6,200,000 | ||||
Weighted average grant date fair value (in USD per share) | $ / shares | $ 7.61 | $ 9.69 | $ 17.64 | |||||
Granted (in shares) | shares | 0 | |||||||
Unrecognized compensation costs | $ 10,600,000 | $ 10,600,000 | ||||||
Unrecognized compensation costs, period for recognition | 2 years 1 month 6 days | |||||||
Employee Stock Option | End of year one | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 25.00% | |||||||
Employee Stock Option | First year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 10.00% | |||||||
Employee Stock Option | Second year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 20.00% | |||||||
Employee Stock Option | Third year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 30.00% | |||||||
Employee Stock Option | Fourth year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 40.00% | |||||||
Employee Stock Option | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Employee Stock Option | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Number of vesting schedules | schedule | 3 | |||||||
Unrecognized compensation costs | $ 229,300,000 | $ 229,300,000 | ||||||
Unrecognized compensation costs, period for recognition | 2 years 6 months | |||||||
RSUs | End of year one | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 25.00% | |||||||
RSUs | First year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 10.00% | |||||||
RSUs | Second year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 20.00% | |||||||
RSUs | Third year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 30.00% | |||||||
RSUs | Fourth year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rate | 40.00% | |||||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Performance goal stock price at which Performance Restricted Stock Unit awards would vest (usd per share) | $ / shares | $ 45.3125 | $ 45.3125 | ||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value (in USD per share) | $ / shares | $ 18.48 | $ 26.12 | ||||||
Subscription rate of eligible compensation | 15.00% | 15.00% | ||||||
Purchase price, percentage of fair market value | 85.00% | |||||||
Number of shares purchased (in shares) | shares | 0 | 0 | 433,697 | 288,529 | ||||
Stock-based compensation | $ 600,000 | $ 700,000 | $ 1,900,000 | $ 2,000,000 | ||||
July 2017 Share Repurchase Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock repurchase program, authorized amount | 950,000,000 | 950,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 200,000,000 | ||
Remaining authorized repurchase amount | $ 269,000,000 | $ 269,000,000 | ||||||
Stock repurchased (in shares) | shares | 0 | |||||||
Stock repurchased and retired (in shares) | shares | 13,994,909 | |||||||
Repurchased and retired amount | $ 475,000,000 |
STOCKHOLDERS' EQUITY (Schedul_2
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | shares | 6,210,385 | |
Granted (in shares) | shares | 146,500 | |
Exercised (in shares) | shares | (285,388) | |
Canceled (in shares) | shares | (182,616) | |
Outstanding, ending balance (in shares) | shares | 5,888,881 | 6,210,385 |
Options vested and exercisable (in shares) | shares | 5,199,107 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in USD per share) | $ / shares | $ 25.10 | |
Granted (in USD per share) | $ / shares | 31.42 | |
Exercised (in USD per share) | $ / shares | 12.64 | |
Canceled (in USD per share) | $ / shares | 47.34 | |
Outstanding, ending balance (in USD per share) | $ / shares | 25.17 | $ 25.10 |
Options vested and exercisable (in USD per share) | $ / shares | $ 23.63 | |
Weighted- Average Remaining Contractual Term | ||
Outstanding, Weighted-Average Remaining Contractual Term (in years) | 3 years 10 months 24 days | 4 years 3 months 18 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 3 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding, Aggregate Intrinsic Value | $ | $ 21,260 | $ 75,805 |
Options vested and exercisable, Aggregate Intrinsic Value | $ | $ 21,260 |
STOCKHOLDERS' EQUITY (Schedul_3
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Units Activity) (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance (in shares) | 7,625,584 |
Granted (in shares) | 3,424,706 |
Vested (in shares) | (2,411,208) |
Canceled (in shares) | (1,391,090) |
Unvested, ending balance (in shares) | 7,247,992 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance (in USD per share) | $ / shares | $ 36.51 |
Granted (in USD per share) | $ / shares | 32.69 |
Released (in USD per share) | $ / shares | 36.80 |
Canceled (in USD per share) | $ / shares | 36.56 |
Unvested, ending balance (in USD per share) | $ / shares | $ 34.60 |
Shares withheld for taxes (in shares) | 339,274 |
STOCKHOLDERS' EQUITY (Schedul_4
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation recorded to income (loss) before income taxes | $ 30,255 | $ 29,236 | $ 92,590 | $ 91,006 |
Provision for (benefit from) income taxes | 378 | (7,661) | (23,831) | (23,766) |
Total stock-based compensation recorded to net (loss) income | 30,633 | 21,575 | 68,759 | 67,240 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation recorded to income (loss) before income taxes | 849 | 1,054 | 2,835 | 3,415 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation recorded to income (loss) before income taxes | 7,196 | 7,683 | 22,194 | 23,143 |
Product development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation recorded to income (loss) before income taxes | 15,551 | 15,250 | 50,133 | 46,572 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation recorded to income (loss) before income taxes | $ 6,659 | $ 5,249 | $ 17,428 | $ 17,876 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | ||||
Interest income, net | $ 7 | $ 2,830 | $ 2,304 | $ 10,946 |
Transaction gain (loss) on foreign exchange | 28 | (20) | (32) | 93 |
Other non-operating income, net | 364 | 253 | 1,005 | 606 |
Other income, net | $ 399 | $ 3,063 | $ 3,277 | $ 11,645 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (10,744) | $ (2,552) | $ 9,484 | $ (5,781) |
Income tax provision due to U.S. federal and state income taxes and foreign income taxes | 17,100 | 5,500 | ||
Net discrete tax benefit | 7,600 | $ 300 | ||
Unrecognized tax benefits | 46,800 | 46,800 | ||
Unrecognized tax benefits that would not impact the effective tax rate | 20,000 | 20,000 | ||
Earnings of foreign subsidiaries to be reinvested indefinitely | $ 5,700 | $ 5,700 |
NET (LOSS) INCOME PER SHARE (Sc
NET (LOSS) INCOME PER SHARE (Schedule of Basic and Diluted Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share Reconciliation [Line Items] | ||||
Net (loss) income | $ (1,020) | $ 10,061 | $ (40,513) | $ 23,729 |
Basic net (loss) income per share: | ||||
Weighted-average common shares outstanding (in shares) | 73,514 | 70,773 | 72,495 | 75,975 |
Basic net income per share attributable to common stockholders (in USD per share) | $ (0.01) | $ 0.14 | $ (0.56) | $ 0.31 |
Diluted net (loss) income per share: | ||||
Weighted-average common shares outstanding (in shares) | 73,514 | 70,773 | 72,495 | 75,975 |
Number of shares used in diluted calculation (in shares) | 73,514 | 73,712 | 72,495 | 79,315 |
Diluted net income per share attributable to common stockholders (in USD per share) | $ (0.01) | $ 0.14 | $ (0.56) | $ 0.30 |
Stock options | ||||
Diluted net (loss) income per share: | ||||
Incremental common shares (in shares) | 0 | 2,345 | 0 | 2,429 |
Restricted stock units | ||||
Diluted net (loss) income per share: | ||||
Incremental common shares (in shares) | 0 | 478 | 0 | 870 |
Employee stock purchase program | ||||
Diluted net (loss) income per share: | ||||
Incremental common shares (in shares) | 0 | 116 | 0 | 41 |
NET (LOSS) INCOME PER SHARE (_2
NET (LOSS) INCOME PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards (in shares) | 5,889 | 2,718 | 5,889 | 2,629 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards (in shares) | 7,248 | 2,718 | 7,248 | 2,530 |
ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards (in shares) | 228 | 0 | 228 | 0 |
INFORMATION ABOUT REVENUE AND_3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 220,807 | $ 262,474 | $ 639,738 | $ 745,371 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 218,563 | 258,820 | 632,360 | 735,169 |
All other countries | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 2,244 | 3,654 | 7,378 | 10,202 |
Advertising | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 211,167 | 253,098 | 613,493 | 717,973 |
Transactions | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 4,412 | 3,074 | 11,019 | 9,528 |
Other services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 5,228 | $ 6,302 | $ 15,226 | $ 17,870 |
INFORMATION ABOUT REVENUE AND_4
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Customer incentives | $ 2.9 | $ 20.8 |
Free advertising for customers | $ 14.5 |
INFORMATION ABOUT REVENUE AND_5
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 105,488 | $ 110,949 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 101,335 | 109,849 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 4,153 | $ 1,100 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) $ in Millions | Jul. 13, 2020employee | Apr. 09, 2020employee | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) |
Restructuring and Related Activities [Abstract] | ||||
Number of positions eliminated | 60 | 1,000 | ||
Number of positions furloughed | 1,100 | |||
Restructuring incurred cost | $ | $ 0.5 | $ 3.8 |