DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Entity Registrant Name | YELP INC | |
Entity Central Index Key | 1,345,016 | |
Trading Symbol | YELP | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 82,889,825 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 362,401 | $ 272,201 |
Short-term marketable securities | 195,768 | 207,332 |
Accounts receivable (net of allowance for doubtful accounts of $7,000 and $4,992 at September 30, 2017 and December 31, 2016, respectively) | 68,483 | 68,725 |
Prepaid expenses and other current assets | 15,694 | 12,921 |
Assets held for sale | 143,873 | 0 |
Total current assets | 786,219 | 561,179 |
Property, equipment and software, net | 94,348 | 92,440 |
Intangibles, net | 17,815 | 32,611 |
Goodwill | 107,186 | 170,667 |
Restricted cash | 18,595 | 17,317 |
Other non-current assets | 2,952 | 10,992 |
Total assets | 1,027,115 | 885,206 |
Current liabilities | ||
Accounts payable – trade | 2,269 | 2,003 |
Accounts payable – merchant share | 878 | 18,352 |
Accrued liabilities | 48,320 | 36,730 |
Deferred revenue | 3,667 | 3,314 |
Liabilities held for sale | 25,170 | 0 |
Total current liabilities | 80,304 | 60,399 |
Long-term liabilities | 21,515 | 17,621 |
Total liabilities | 101,819 | 78,020 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.000001 par value - 200,000,000 and 200,000,000 shares authorized, 82,741,466 and 79,429,833 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid-in capital | 1,001,633 | 892,983 |
Accumulated other comprehensive loss | (9,107) | (15,576) |
Accumulated deficit | (67,230) | (70,221) |
Total stockholders' equity | 925,296 | 807,186 |
Total liabilities and stockholders' equity | $ 1,027,115 | $ 885,206 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,000 | $ 4,992 |
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) | 82,741,466 | 79,429,833 |
Common stock, shares outstanding (in shares) | 82,741,466 | 79,429,833 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 222,380 | $ 186,232 | $ 628,567 | $ 518,273 | |
Costs and expenses: | |||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 19,312 | 14,594 | 54,282 | 44,759 | |
Sales and marketing | 113,041 | 99,274 | 327,559 | 289,304 | |
Product development | 45,834 | 36,369 | 127,793 | 101,689 | |
General and administrative | 26,694 | 24,876 | 78,969 | 70,109 | |
Depreciation and amortization | 10,656 | 9,159 | 31,470 | 25,912 | |
Restructuring and integration | 35 | 0 | 286 | 0 | |
Total costs and expenses | 215,572 | 184,272 | 620,359 | 531,773 | |
Income (loss) from operations | 6,808 | 1,960 | 8,208 | (13,500) | |
Other income, net | 1,371 | 327 | 2,933 | 952 | |
Income (loss) before income taxes | 8,179 | 2,287 | 11,141 | (12,548) | |
Provision for income taxes | (232) | (217) | (417) | (385) | |
Net income (loss) attributable to common stockholders | [1] | $ 7,947 | $ 2,070 | $ 10,724 | $ (12,933) |
Net income (loss) per share attributable to common stockholders | |||||
Basic (in USD per share) | [1] | $ 0.10 | $ 0.03 | $ 0.13 | $ (0.17) |
Diluted (in USD per share) | [1] | $ 0.09 | $ 0.02 | $ 0.12 | $ (0.17) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders | |||||
Basic (in shares) | [1] | 82,259 | 77,521 | 81,041 | 76,627 |
Diluted (in shares) | [1] | 87,433 | 82,917 | 86,097 | 76,627 |
[1] | The structure of the Company’s common stock changed during the year ended December 31, 2016. Refer to Note 13 for details. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | [1] | $ 7,947 | $ 2,070 | $ 10,724 | $ (12,933) |
Other comprehensive income: | |||||
Foreign currency translation adjustments | 1,866 | 674 | 6,469 | 1,469 | |
Other comprehensive income | 1,866 | 674 | 6,469 | 1,469 | |
Comprehensive income (loss) | $ 9,813 | $ 2,744 | $ 17,193 | $ (11,464) | |
[1] | The structure of the Company’s common stock changed during the year ended December 31, 2016. Refer to Note 13 for details. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
OPERATING ACTIVITIES: | |||
Net income (loss) | [1] | $ 10,724 | $ (12,933) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 31,470 | 25,912 | |
Provision for doubtful accounts and sales returns | 13,448 | 12,139 | |
Stock-based compensation | 75,007 | 62,396 | |
Other adjustments | 411 | 1,314 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (16,971) | (24,167) | |
Prepaid expenses and other assets | (2,106) | 3,638 | |
Accounts payable, accrued expenses and other liabilities | 15,628 | 13,193 | |
Deferred revenue | 350 | 295 | |
Net cash provided by operating activities | 127,961 | 81,787 | |
INVESTING ACTIVITIES: | |||
Purchases of marketable securities | (179,557) | (221,771) | |
Maturities of marketable securities | 191,000 | 212,500 | |
Purchase of cost-method investment | 0 | (8,000) | |
Acquisitions of businesses, net of cash received | (50,544) | 0 | |
Purchases of property, equipment and software | (7,892) | (17,798) | |
Capitalized website and software development costs | (12,236) | (10,596) | |
Other investing activities | (1,209) | (927) | |
Net cash used in investing activities | (60,438) | (46,592) | |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock for employee stock-based plans | 29,556 | 18,055 | |
Cash used for common stock repurchases | (7,743) | 0 | |
Net cash provided by financing activities | 21,813 | 18,055 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 864 | 28 | |
CHANGE IN CASH AND CASH EQUIVALENTS | 90,200 | 53,278 | |
CASH AND CASH EQUIVALENTS—Beginning of period | 272,201 | 171,613 | |
CASH AND CASH EQUIVALENTS—End of period | 362,401 | 224,891 | |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||
Cash paid for income taxes, net | 82 | 688 | |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Purchases of property, equipment and software recorded in accounts payable, accrued expenses and other liabilities | 3,555 | 4,373 | |
Goodwill measurement period adjustment | $ (178) | $ 146 | |
[1] | The structure of the Company’s common stock changed during the year ended December 31, 2016. Refer to Note 13 for details. |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
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 people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engage and transact. Yelp’s platform is transforming the way people discover local businesses; every day, millions of consumers visit its website or use its mobile app to find great local businesses to meet their everyday needs. Businesses of all sizes use the Yelp platform to engage with consumers at the critical moment when they are deciding where to spend their money. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the SEC on March 1, 2017 (the “Annual Report”). The unaudited condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented. Significant Accounting Policies 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. Stock Repurchases —The Company accounts for repurchases of its common stock by recording the cost to repurchase those shares to treasury stock, a separate component of stockholders' equity. Upon retirement, the carrying amount of treasury shares is removed with a corresponding reduction to par value of common stock, with any excess of the cost incurred to repurchase shares over their par value recorded as an adjustment to accumulated deficit on the date of retirement. Assets and Liabilities Held for Sale —The Company considers an asset to be held for sale when: management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in relation to its fair value; the asset is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the sale have been initiated; the sale of the asset is expected to be completed within one year; and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. The Company ceases to record depreciation and amortization expense associated with assets upon their designation as held for sale. Recent Accounting Pronouncements Not Yet Effective In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company will adopt this standard effective January 1, 2018. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of the initial application of the guidance recognized at the date of adoption (modified retrospective method). The Company currently anticipates adopting the standard using the full retrospective method and does not anticipate a significant change in revenue recognition from the previous standard. The Company currently expenses contract acquisition costs as incurred and expects that the requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected customer life will result in the recognition of deferred costs on its balance sheets. The Company is still in the process of completing its analysis on the impact this guidance will have on its consolidated financial statements, related disclosures and its internal controls over financial reporting. The Company does not expect that this guidance will have a material impact on its consolidated financial statements, with the exception of contract acquisition costs, which will be deferred and amortized over the expected life of the contract, rather than recognized in the period in which they are incurred. In February 2016, FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets, as well as to recognize the expenses on its statements of operations in a manner similar to that required under current accounting rules. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In August 2016, FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-15”). The new guidance provides clarity around the cash flow classification for specific issues in an effort to reduce the current and potential future diversity in practice. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In November 2016, FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-18”). The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-18 on its consolidated financial statements and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In January 2017, FASB issued Accounting Standards Update No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). This new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Entities will now perform goodwill impairment tests by comparing fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact and timing of the adoption of ASU 2017-04, but expects that it will not have a material impact on its consolidated financial statements. In March 2017, FASB issued Accounting Standards Update No. 2017-08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). This new guidance requires entities to amortize purchased callable debt securities held at a premium to the earliest call date. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2017-08 to have a material impact on its consolidated financial statements. Principles of Consolidation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of the 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. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS Cash and cash equivalents as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Cash and cash equivalents Cash $ 196,234 $ 119,778 Cash equivalents 166,167 152,423 Total cash and cash equivalents $ 362,401 $ 272,201 As of September 30, 2017 and December 31, 2016 , the Company had letters of credit collateralized fully by bank deposits which total $18.6 million and $17.3 million , respectively. These letters of credit primarily relate to lease agreements for certain of the Company’s offices, which are required to be maintained and issued to the landlords of each facility. Each letter of credit is subject to renewal annually until the applicable lease expires. As the bank deposits have restrictions on their use, they are classified as restricted cash. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2017 | |
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 in the condensed consolidated financial statements. All other financial instruments are classified as held-to-maturity investments and, accordingly, are recorded at amortized cost; however, the Company is required to determine the fair value of these investments on a recurring basis to identify any potential impairment. The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: Level 1 —Observable inputs, such as quoted prices in active markets, Level 2 —Inputs other than quoted prices in active markets that are observable either directly or indirectly, or Level 3 —Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fair value. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The Company’s commercial paper, corporate bonds, agency bonds and agency discount notes are classified within Level 2 of the fair value hierarchy because they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly. The following table represents the Company’s financial instruments measured at fair value as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 158,171 $ — $ — $ 158,171 $ 152,423 $ — $ — $ 152,423 Commercial paper — 7,996 — 7,996 — — — — Short-term Marketable Securities: Agency bonds — 127,953 — 127,953 — 152,394 — 152,394 Commercial paper — 41,818 — 41,818 — 45,894 — 45,894 Agency discount notes — 15,949 — 15,949 — — — — Corporate bonds — 9,993 — 9,993 — 9,006 — 9,006 Total cash equivalents and short-term marketable securities $ 158,171 $ 203,709 $ — $ 361,880 $ 152,423 $ 207,294 $ — $ 359,717 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2017 | |
Marketable Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of September 30, 2017 and December 31, 2016 were as follows (in thousands): September 30, 2017 Short-term marketable securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency bonds $ 128,005 $ 1 $ (53 ) $ 127,953 Commercial paper 41,817 1 — 41,818 Agency discount notes 15,948 1 — 15,949 Corporate bonds 9,998 — (5 ) 9,993 Total marketable securities $ 195,768 $ 3 $ (58 ) $ 195,713 December 31, 2016 Short-term marketable securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency bonds $ 152,429 $ 18 $ (53 ) $ 152,394 Commercial paper 45,894 — — 45,894 Corporate bonds 9,009 — (3 ) 9,006 Total marketable securities $ 207,332 $ 18 $ (56 ) $ 207,294 The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2017 and December 31, 2016 , aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): September 30, 2017 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Agency bonds $ 122,948 $ (53 ) $ — $ — $ 122,948 $ (53 ) Corporate bonds 9,993 (5 ) — — 9,993 (5 ) Total $ 132,941 $ (58 ) $ — $ — $ 132,941 $ (58 ) December 31, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Agency bonds $ 92,018 $ (53 ) $ — $ — $ 92,018 $ (53 ) Corporate bonds 8,006 (3 ) — — 8,006 (3 ) Total $ 100,024 $ (56 ) $ — $ — $ 100,024 $ (56 ) The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration, severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of credit losses. During the three and nine months ended September 30, 2017 and 2016 , the Company did not recognize any other-than-temporary impairment loss. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software, Net | PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Capitalized website and internal-use software development costs $ 77,327 $ 61,515 Leasehold improvements 64,209 60,101 Computer equipment 31,504 28,551 Furniture and fixtures 15,150 14,162 Telecommunication 3,852 3,457 Software 1,201 1,079 Total 193,243 168,865 Less accumulated depreciation (98,895 ) (76,425 ) Property, equipment and software, net $ 94,348 $ 92,440 Depreciation expense was approximately $9.2 million and $7.5 million for the three months ended September 30, 2017 and 2016 , respectively, and approximately $25.8 million and $20.8 million for the nine months ended September 30, 2017 and 2016 , respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL 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 and liabilities acquired. The Company performed its annual goodwill impairment analysis during the three months ended September 30, 2017 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. The changes in carrying amount of goodwill during the nine months ended September 30, 2017 were as follows (in thousands): Balance as of December 31, 2016 $ 170,667 Additions upon business combinations 42,007 Goodwill measurement period adjustment (178 ) Effect of currency translation 5,458 Goodwill reclassified to assets held for sale (110,768 ) Balance as of September 30, 2017 $ 107,186 Goodwill associated with asset group held for sale consisted of Eat24, LLC, a wholly owned subsidiary of the Company ("Eat24"), reclassified as assets held for sale as of September 30, 2017. Refer to Note 9 for details. Intangible assets at September 30, 2017 and December 31, 2016 consisted of the following (dollars in thousands): September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,919 $ (655 ) $ 9,264 10.5 years Developed technology 7,834 (1,752 ) 6,082 4.3 years Domains and data licenses 2,869 (1,719 ) 1,150 2.5 years Trademarks 999 (285 ) 714 2.4 years Content 3,961 (3,476 ) 485 1.9 years User relationships 146 (26 ) 120 2.5 years Total $ 25,728 $ (7,913 ) $ 17,815 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 17,400 $ (2,741 ) $ 14,659 10.1 years Developed technology 9,280 (4,122 ) 5,158 3.1 years Domains and data licenses 2,804 (1,340 ) 1,464 3.0 years Trademarks 3,338 (1,861 ) 1,477 2.1 years Content 3,674 (2,581 ) 1,093 2.0 years User relationships 12,000 (3,240 ) 8,760 5.1 years Advertiser relationships 1,549 (1,549 ) — 0.0 years Total $ 50,045 $ (17,434 ) $ 32,611 Amortization expense was $1.4 million and $1.7 million for the three months ended September 30, 2017 and 2016 , respectively, and $5.7 million and $5.1 million for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 , the estimated future amortization of purchased intangible assets for (i) the remaining three months of 2017 , (ii) each of the succeeding four years, and (iii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2017 (from October 1, 2017) $ 920 2018 3,534 2019 3,278 2020 2,402 2021 2,262 Thereafter 5,419 Total amortization $ 17,815 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Nowait, Inc. On February 28, 2017, the Company acquired Nowait, Inc. (“Nowait”). In connection with the acquisition, all outstanding capital stock and warrants to purchase capital stock of Nowait — including the 20% equity investment in Nowait the Company acquired in July 2016 (see Note 8) — were converted into the right to receive an aggregate of approximately $40 million in cash. Of the total amount of consideration paid in connection with the acquisition, $8 million is being held in escrow for a two -year period after the closing to secure the Company’s indemnification rights. The key purpose underlying the acquisition was to secure waitlist system and seating tool technology. The Company utilized an income approach to determine the valuation of the Company’s existing equity investment in Nowait as of the acquisition date. The carrying value of the Company’s investment approximated its fair value. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”), with the results of Nowait’s operations included in the Company’s consolidated financial statements from February 28, 2017. The Company’s allocation of the purchase price is preliminary as the amounts related to identifiable intangible assets and the effects of any net working capital adjustments are still being finalized. Any material measurement period adjustments will be recorded retroactively to the acquisition date. The purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): February 28, 2017 Fair value of purchase consideration Cash: Distributed to Nowait stockholders $ 31,892 Held in escrow account 7,945 Total purchase consideration 39,837 Fair value of net assets acquired: Cash and cash equivalents $ 1,004 Intangible assets 12,670 Goodwill 25,959 Other assets 1,065 Total assets acquired 40,698 Liabilities assumed (861 ) Total liabilities assumed (861 ) Net assets acquired $ 39,837 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type Amount Assigned Useful Life Enterprise restaurant relationships $ 8,500 12.0 years Acquired technology 2,900 5.0 years Trademarks 610 3.0 years Local restaurant relationships 600 5.0 years User relationships 60 3.0 years Weighted average 9.6 years The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from the Company’s opportunity to drive daily engagement in its key restaurant vertical by allowing consumers to move more quickly from search and discovery to transacting at a local business. None of the goodwill is deductible for tax purposes. For the three months ended September 30, 2017 , the Company recorded no acquisition-related transaction costs and for the nine months ended September 30, 2017 , the Company recorded acquisition-related transaction costs of approximately $0.1 million , which were included in general and administrative expenses in the accompanying condensed consolidated statement of operations. The condensed consolidated statements of operations for the three and nine months ended September 30, 2017 include $1.3 million and $2.6 million of revenue attributable to Nowait, respectively, and $1.9 million and $5.1 million of net loss attributable to Nowait, respectively. Turnstyle Analytics Inc. On April 3, 2017, the Company acquired all of the equity interests in Turnstyle Analytics Inc. (“Turnstyle”) for approximately $21 million , approximately $1 million of which represents compensation cost due to a continuous service requirement, and the remainder of which represents purchase consideration. Of the total consideration paid in connection with the acquisition, $3 million is being held in escrow for an 18 -month period after the closing to secure the Company’s indemnification rights. The key factor underlying the acquisition was to obtain a customer retention and loyalty product in the form of a location-based marketing and analytics platform that provides Wi-Fi as a digital marketing tool to expand its product offerings for local businesses. The acquisition was accounted for as a business combination in accordance with ASC 805, with the results of Turnstyle’s operations included in the Company’s consolidated financial statements from April 3, 2017. The Company’s allocation of the purchase price is preliminary as the amounts related to identifiable intangible assets and the effects of any net working capital adjustments are still being finalized. Any material measurement period adjustments will be recorded retroactively to the acquisition date. The purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): April 3, 2017 Fair value of purchase consideration Cash: Distributed to Turnstyle stockholders $ 16,648 Held in escrow account 3,093 Total purchase consideration $ 19,741 Fair value of net assets acquired: Cash and cash equivalents $ 30 Intangible assets 4,252 Goodwill 16,048 Other assets 250 Total assets acquired 20,580 Deferred tax liability (450 ) Liabilities assumed (389 ) Total liabilities assumed (839 ) Net assets acquired $ 19,741 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type Amount Assigned Useful Life Acquired technology $ 3,250 5.0 years Business relationships 672 5.0 years Trademarks 250 3.0 years User relationships 80 3.0 years Weighted average 4.9 years The intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from the Company’s opportunity to expand its product offerings to local businesses through the Turnstyle marketing and analytics platform. None of the goodwill is deductible for tax purposes. For the three and nine months ended September 30, 2017 , the Company recorded acquisition-related transaction costs of zero and $0.3 million , respectively, which were included in general and administrative expenses in the accompanying condensed consolidated statement of operations. The condensed consolidated statements of operations for the three and nine months ended September 30, 2017 include $0.4 million and $0.8 million of revenue attributable to Turnstyle, respectively, and $4.0 million and $4.6 million of net loss attributable to Turnstyle, respectively. Pro Forma Financial Information The unaudited pro forma financial information in the tables below summarizes the combined results of operations for (a) the Company and Nowait, (b) the Company and Turnstyle, and (c) the Company with Nowait and Turnstyle, as though the respective combinations had occurred as of January 1, 2016, and includes the accounting effects resulting from the acquisitions, including amortization charges from acquired intangible assets and changes in depreciation due to differing asset values and depreciation lives. The unaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the combinations had taken place as of January 1, 2016 (in thousands, except per share data): Nowait, Inc. Pro Forma Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue $ 222,380 $ 187,334 $ 629,341 $ 521,442 Net income (loss) 7,947 588 9,682 (18,824 ) Basic net income (loss) per share attributable to common stockholders 0.10 0.01 0.12 (0.25 ) Diluted net income (loss) per share attributable to common stockholders 0.09 0.01 0.11 (0.25 ) Turnstyle Analytics Inc. Pro Forma Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue $ 222,380 $ 186,539 $ 628,894 $ 519,031 Net income (loss) 7,947 1,560 10,578 (14,377 ) Basic net income (loss) per share attributable to common stockholders 0.10 0.02 0.13 (0.19 ) Diluted net income (loss) per share attributable to common stockholders 0.09 0.02 0.12 (0.19 ) Combined Pro Forma Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue $ 222,380 $ 187,641 $ 629,668 $ 522,199 Net income (loss) 7,947 78 9,536 (20,268 ) Basic net income (loss) per share attributable to common stockholders 0.10 — 0.12 (0.26 ) Diluted net income (loss) per share attributable to common stockholders 0.09 — 0.11 (0.26 ) |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS Other non-current assets as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Cost-method investments $ — $ 8,000 Other 2,952 2,992 Total other non-current assets $ 2,952 $ 10,992 Cost-method investments represent the Company’s investment in the preferred stock of Nowait, which was completed on July 15, 2016. The Company acquired the entirety of Nowait on February 28, 2017 and the Company's original investment of $8.0 million was returned to it in the three months ended March 31, 2017 in connection with the acquisition. The remaining other non-current assets are primarily deferred tax assets. |
ASSET GROUP HELD FOR SALE
ASSET GROUP HELD FOR SALE | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Asset Group Held For Sale | ASSET GROUP HELD FOR SALE On August 3, 2017, the Company and Eat24 entered into a Unit Purchase Agreement (the "Purchase Agreement") with Grubhub Inc. ("Grubhub") and Grubhub Holdings, Inc. ("Purchaser"), a wholly owned subsidiary of Grubhub. Pursuant to the Purchase Agreement, the Purchaser agreed to acquire all of the outstanding equity interests in Eat24 from the Company for $287.5 million in cash upon the terms and subject to the conditions set forth in the Purchase Agreement (the "Disposition"). The Company also agreed to transfer certain assets to Eat24 immediately prior to the closing of the Disposition, consisting of assets that are material to or necessary for the operation of Eat24 that were not then owned by Eat24. As a result, the assets and liabilities of Eat24 — including the assets to be transferred to Eat24 immediately prior to closing — were classified as held for sale in the three months ended September 30, 2017 , and are separately identified on the condensed consolidated balance sheet as of September 30, 2017 . No impairment charges were recorded as a result of this accounting treatment. The Disposition was completed on October 10, 2017 (see Note 19). Because the Disposition had not yet been consummated as of September 30, 2017, the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 include revenue and expenses attributable to Eat24 and do not include any gain or loss associated with the Disposition. Losses before provision for income taxes attributable to Eat24 for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Loss before provision for income taxes $ (2,656 ) $ (1,292 ) $ (11,037 ) $ (2,783 ) The condensed consolidated balance sheet as of September 30, 2017 includes the following Eat24 assets and liabilities (in thousands): September 30, 2017 Assets held for sale Accounts receivable, net $ 5,319 Prepaid expenses and other current assets 749 Property and equipment, net 656 Goodwill 110,768 Intangible assets, net 26,381 Total assets held for sale $ 143,873 Liabilities held for sale Accounts payable – trade $ 1,016 Accounts payable – merchant share 18,845 Accrued liabilities 5,309 Total liabilities held for sale $ 25,170 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES Accrued liabilities as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Accrued compensation and related $ 22,114 $ 12,892 Accrued marketing 3,819 4,633 Accrued tax liabilities 3,300 5,456 Other accrued expenses 19,087 13,749 Total accrued liabilities $ 48,320 $ 36,730 |
LONG-TERM LIABILITIES
LONG-TERM LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
Long-Term Liabilities | LONG-TERM LIABILITIES Long-term liabilities as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Deferred rent $ 20,017 $ 16,896 Other long-term liabilities 1,498 725 Total long-term liabilities $ 21,515 $ 17,621 Other long-term liabilities primarily comprise deferred tax liabilities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Office Facility Leases —The Company leases its office facilities under operating lease agreements that expire from 2017 to 2029. Certain lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period. Rental expense was $11.4 million and $9.3 million for the three months ended September 30, 2017 and 2016 , respectively, and $31.0 million and $26.9 million for the nine months ended September 30, 2017 and 2016 , respectively. The Company has subleased certain office facilities under operating lease agreements that expire in 2021. The Company recognizes sublease rentals as a reduction in rental expense on a straight-line basis over the lease period. Sublease rental income was $0.5 million and $0.5 million for the three months ended September 30, 2017 and 2016 , respectively, and $1.5 million and $1.5 million for the nine months ended September 30, 2017 and 2016 , respectively. Legal Proceedings —The Company is subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these matters will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of its officers. The lawsuits allege violations of the Exchange Act by the Company and certain of its officers for allegedly making materially false and misleading statements regarding the Company’s business and operations between October 29, 2013 and April 3, 2014. These cases were subsequently consolidated and, in January 2015, the plaintiffs filed a consolidated complaint seeking unspecified monetary damages and other relief. Following the court’s dismissal of the consolidated complaint on April 21, 2015, the plaintiffs filed a first amended complaint on May 21, 2015. On November 24, 2015, the court dismissed the first amended complaint with prejudice, and entered judgment in the Company’s favor on December 28, 2015. The plaintiffs have appealed this decision to the U.S. Court of Appeals for the Ninth Circuit, which heard the appeal on September 11, 2017. The Ninth Circuit has not yet issued a decision. On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County, naming as defendants the Company and Eat24. The lawsuit asserts that the defendants failed to permit meal and rest periods for certain current and former employees working as Eat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare Commission Wage Orders and the California Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. On May 29, 2015, plaintiffs filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter, which the court preliminarily approved on June 27, 2016. The settlement received final court approval on December 5, 2016 and the $0.6 million settlement amount was paid on February 8, 2017. On June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees, against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtime wages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial Welfare Commission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, as well as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter, which the court preliminarily approved on August 29, 2016. The settlement received final court approval on February 1, 2017 and the $0.2 million settlement amount was paid on March 29, 2017. 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. Under the Purchase Agreement, the Company agreed to indemnify the Purchaser and certain related parties against certain losses arising out of Purchaser's acquisition of Eat24, including, but not limited to, any breach or inaccuracy of any representation or warranty made by the Company or Eat24 in the Purchase Agreement. The Company's indemnification obligations are subject to the terms and conditions set forth in the Purchase Agreement, and are capped at the purchase price received by the Company in the Disposition. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s financial position, results of operations or cash flows. Payroll Tax Audit —In June 2015, the U.S. Internal Revenue Service (“IRS”) began a payroll tax audit of the Company for 2013 and 2014. The Company has assessed the estimated range of such loss and, as of September 30, 2017 , a liability of $0.5 million has been recorded. The Company expects the audits and any related assessments to be finalized in 2018. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Stock Repurchase Program On July 31, 2017 , the Company’s board of directors authorized a stock repurchase program under which the Company may repurchase up to $200.0 million of its outstanding common stock. 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. During the three months ended September 30, 2017, the Company repurchased on the open market and subsequently retired 185,592 shares for an aggregate purchase price of approximately $7.7 million . Elimination of Dual-Class Common Stock Structure On September 22, 2016, all outstanding shares of the Company’s Class A common stock and Class B common stock automatically converted into a single class of common stock (the “Conversion”) pursuant to the terms of the Company’s amended and restated certificate of incorporation. On September 23, 2016, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the Class A common stock and Class B common stock. This certificate of retirement had the additional effect of eliminating the authorized Class A and Class B shares, thereby reducing the Company’s total number of authorized shares of common stock from 500,000,000 to 200,000,000 . The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: September 30, 2017 December 31, 2016 Shares Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 82,741,466 200,000,000 79,429,833 Undesignated Preferred Stock 10,000,000 — 10,000,000 — Equity Incentive Plans The Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”). In July 2011, the Company adopted the 2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards under the 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’s initial public offering (“IPO”), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed by the 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed by their existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock at date of grant. Options granted to date generally vest over a four -year period, on one of four schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; (c) ratably on a monthly basis; or (d) 35% vesting over the first year, 40% vesting over the second year and 25% vesting over the third year. Options granted are generally exercisable for up to 10 years . The Company issues new shares when stock options are exercised. A summary of stock option activity for the nine months ended September 30, 2017 is as follows: Options Outstanding Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Granted 920,850 34.60 Exercised (1,216,110 ) 19.85 Canceled (210,770 ) 47.08 Outstanding - September 30, 2017 7,512,911 $ 22.88 5.85 $ 162,770 Options vested and exercisable as of September 30, 2017 5,904,796 $ 20.32 5.05 $ 143,342 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 $9.8 million and $10.2 million for the three months ended September 30, 2017 and 2016 , respectively, and $20.2 million and $14.9 million for the nine months ended September 30, 2017 and 2016 , respectively. The weighted-average grant date fair value of options granted was $13.31 and $13.16 per share for the three months ended September 30, 2017 and 2016 , respectively, and $15.35 and $9.6 0 per share for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 , total unrecognized compensation costs related to unvested stock options was approximately $21.3 million , which is expected to be recognized over a weighted-average time period of 2.5 years . RSUs The cost of RSUs is determined using the fair value of the Company’s common stock on the date of grant. RSUs generally vest over a four -year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis. A summary of RSU activity for the nine months ended September 30, 2017 is as follows: Restricted Stock Units Number of Shares Weighted- Average Grant Date Fair Value Unvested - December 31, 2016 7,090,465 $ 32.43 Granted 3,762,717 35.14 Released (2,086,837 ) 33.63 Canceled (1,188,887 ) 33.34 Unvested - September 30, 2017 7,577,458 $ 33.30 As of September 30, 2017 , the Company had approximately $234.7 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.8 years . Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, 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, 2017 or 2016. Employees purchased 228,299 shares and 200,953 shares under the ESPP during the nine months ended September 30, 2017 and 2016, respectively, at weighted-average purchase prices of $23.73 per share and $22.26 per share, respectively. The Company recognized $0.5 million and $0.4 million of stock-based compensation expense related to the discounted share price provided to employees under the ESPP in the three months ended September 30, 2017 and 2016 , respectively, and $1.5 million and $1.1 million in the nine months ended September 30, 2017 and 2016 , respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenue $ 993 $ 764 $ 2,931 $ 1,572 Sales and marketing 7,305 7,191 21,434 20,376 Product development 11,976 9,284 34,428 25,727 General and administrative 5,035 5,321 16,214 14,721 Total stock-based compensation $ 25,309 $ 22,560 $ 75,007 $ 62,396 The Company capitalized $1.5 million and $1.3 million of stock-based compensation expense as website development costs in the three months ended September 30, 2017 and 2016 , respectively, and $4.6 million and $3.3 million in the nine months ended September 30, 2017 and 2016 , respectively. |
OTHER INCOME, NET
OTHER INCOME, NET | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | OTHER INCOME, NET Other income, net for the three and nine months ended September 30, 2017 and 2016 consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest income, net $ 991 $ 478 $ 2,431 $ 1,203 Transaction gain (loss) on foreign exchange 323 (93 ) 377 (66 ) Other non-operating income (loss), net 57 (58 ) 125 (185 ) Other income, net $ 1,371 $ 327 $ 2,933 $ 952 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
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 Company recorded an income tax provision of $0.2 million for each of the three months ended September 30, 2017 and 2016 , and an income tax provision of $0.4 million for each of the nine months ended September 30, 2017 and 2016 . The tax provision for the nine months ended September 30, 2017 is due to $0.4 million in U.S. state and foreign income tax expense. The tax provision for the nine months ended September 30, 2016 is due to $0.3 million in U.S. federal and state and foreign income tax provision and $0.1 million of discrete expense. Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. For the three and nine months ended September 30, 2017 , a discrete effective tax rate method was used in jurisdictions where a small change in estimated ordinary income has a significant impact on the annual effective tax rate. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on certain of the Company’s net operating losses, foreign tax rate differences, meals and entertainment, tax credits, and stock-based compensation expense. Jurisdictions where no benefit is recorded on forecasted losses were excluded from the consolidated effective tax rate. As of September 30, 2017 , the total amount of gross unrecognized tax benefits was $13.6 million , $12.8 million of which is subject to a full valuation allowance and would not affect the Company’s effective tax rate if recognized. As of September 30, 2017 , the Company had an immaterial amount related to the accrual of interest and penalties. During the three and nine months ended September 30, 2017 , the Company’s gross unrecognized tax benefits increased by $1.3 million and $3.3 million , respectively, an immaterial amount of which would affect the Company’s effective tax rate if recognized. In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Company’s federal and state income tax returns for fiscal years subsequent to 2003 remain open to examination. In the Company’s most significant foreign jurisdictions — Canada, Ireland, the United Kingdom and Germany — the tax years subsequent to 2010 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although the timing of the resolution or closure of audits is not certain, the Company believes it is reasonably possible that its unrecognized tax benefits could be reduced by an immaterial amount over the 12 months following December 31, 2016 . It is the intention of the Company to permanently reinvest the earnings from its foreign subsidiaries. The Company does not provide for U.S. income taxes of foreign subsidiaries as such earnings are to be reinvested indefinitely. As of September 30, 2017 , the Company estimates $2.7 million of cumulative foreign earnings upon which U.S. income taxes have not been provided. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE Basic and diluted net loss per share attributable to common stockholders for periods prior to the Conversion are presented in conformity with the “two-class method” required for participating securities. Prior to the Conversion, shares of Class A and Class B common stock were the only outstanding equity in the Company. The rights of the holders of Class A and Class B common stock were identical, except with respect to voting and conversion. Each share of Class A common stock was entitled to one vote per share and each share of Class B common stock was entitled to ten votes per share. Shares of Class B common stock were convertible into Class A common stock at any time at the option of the stockholder, and were automatically converted upon sale or transfer to Class A common stock, subject to certain limited exceptions, and in connection with certain other conversion events. Under the two-class method, basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. The Company’s potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options, shares issuable upon the vesting of RSUs and unvested shares subject to RSAs (if any), and purchases related to the ESPP. The dilutive effect of these potential shares of common stock is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net loss per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net loss per share of Class B common stock does not assume the conversion of Class B common stock. The undistributed earnings are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, as the conversion of Class B common stock is assumed in the computation of the diluted net loss per share of Class A common stock, the undistributed earnings are equal to net loss for that computation. On September 22, 2016, the Company’s Class A and Class B common stock converted into a single class of common stock. Because shares of Class A and Class B common stock were outstanding during the three and nine months ended September 30, 2016 , the Company has disclosed earnings per common share for both classes of common stock for those reporting periods. Basic and diluted net loss per share attributable to common stockholders for periods after the Conversion, including the current reporting period, are presented based on the number of shares of common stock then outstanding. The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended September 30, 2017 2016 Common stock Class A Class B Net income attributable to common stockholders $ 7,947 $ 1,869 $ 201 Basic Shares: Weighted-average shares outstanding 82,259 69,978 7,543 Basic net income per share attributable to common stockholders: $ 0.10 $ 0.03 $ 0.03 Three Months Ended September 30, 2017 2016 Common stock Class A Class B Diluted net income per share attributable to common stockholders: Numerator: Allocation of undistributed earnings for basic computation $ 7,947 $ 1,869 $ 201 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares — 201 — Reallocation of undistributed earnings to Class B shares — — 39 Allocation of undistributed earnings $ 7,947 $ 2,070 $ 240 Denominator: Number of shares used in basic calculation 82,259 69,978 7,543 Weighted-average effect of dilutive securities Conversion of Class B to Class A shares — 7,543 — Stock options 3,253 3,526 2,246 Restricted stock units 1,921 1,870 — Number of shares used in diluted calculation 87,433 82,917 9,789 Diluted net income per share attributable to common stockholders $ 0.09 $ 0.02 $ 0.02 Nine Months Ended September 30, 2017 2016 Common stock Class A Class B Net income (loss) attributable to common stockholders $ 10,724 $ (11,639 ) $ (1,294 ) Basic Shares: Weighted-average shares outstanding 81,041 68,961 7,666 Basic net income (loss) per share attributable to common stockholders: $ 0.13 $ (0.17 ) $ (0.17 ) Nine Months Ended September 30, 2017 2016 Common stock Class A Class B Diluted net income (loss) per share attributable to common stockholders: Numerator: Allocation of undistributed earnings (losses) $ 10,724 $ (11,639 ) $ (1,294 ) Denominator: Number of shares used in basic calculation 81,041 68,961 7,666 Weighted-average effect of dilutive securities Stock options 3,179 — — Restricted stock units 1,877 — — Number of shares used in diluted calculation 86,097 68,961 7,666 Diluted net income (loss) per share attributable to common stockholders $ 0.12 $ (0.17 ) $ (0.17 ) The following weighted-average stock-based instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Stock options 1,793 1,406 1,911 3,139 Restricted stock units and awards 871 1,240 978 2,414 |
INFORMATION ABOUT REVENUE AND G
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS | 9 Months Ended |
Sep. 30, 2017 | |
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 in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reporting segment. Revenue by geography is based on the billing address of the customer. Net Revenue In reports filed prior to its Annual Report, the Company classified revenue from its “local” products — consisting of business listing and advertising products sold directly to businesses and Yelp Reservations — as local revenue, and classified revenue generated through partner arrangements, including resale of advertising products by certain partners, and monetization of remnant advertising inventory through third-party ad networks as other services revenue. The Company now classifies revenue from all of its business listing and advertising products, including advertising and listings sold by partners, as advertising revenue. As a result, revenue generated through ad resales and monetization of remnant advertising inventory through third-party ad networks is now classified as advertising revenue rather than other services revenue, and revenue from Yelp Reservations, a subscription service, is recognized as other services revenue. All disclosures relating to revenue by product have been updated to this revised classification for all periods presented. The following table presents the Company’s net revenue by product line for the periods presented (in thousands) reflecting the changes to its revenue categories described above: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue by product: Advertising $ 199,595 $ 168,950 $ 563,246 $ 468,695 Transactions 18,524 15,910 55,024 45,926 Other services 4,261 1,372 10,297 3,652 Total net revenue $ 222,380 $ 186,232 $ 628,567 $ 518,273 For purposes of comparison, the following table presents the Company’s net revenue by product line for the periods presented (in thousands) based on the revenue categories in effect prior to the three months ended December 31, 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue by product: Local $ 194,293 $ 163,571 $ 547,988 $ 453,567 Transactions 18,524 15,910 55,024 45,926 Other services 9,563 6,751 25,555 18,780 Total net revenue $ 222,380 $ 186,232 $ 628,567 $ 518,273 During the three and nine months ended September 30, 2017 and 2016 , no individual customer accounted for 10% or more of consolidated net revenue. The following table presents the Company’s net revenue by geographic region for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 United States $ 218,735 $ 182,290 $ 618,086 $ 507,403 All other countries 3,645 3,942 10,481 10,870 Total net revenue $ 222,380 $ 186,232 $ 628,567 $ 518,273 Long-Lived Assets The following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands): September 30, 2017 December 31, 2016 United States $ 91,087 $ 89,362 All other countries 3,261 3,078 Total long-lived assets $ 94,348 $ 92,440 |
RESTRUCTURING AND INTEGRATION
RESTRUCTURING AND INTEGRATION | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Integration | RESTRUCTURING AND INTEGRATION The following table presents the Company’s restructuring and integration costs for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Restructuring and integration $ 35 $ — $ 286 $ — On November 2, 2016, the Company announced plans to significantly reduce sales and marketing activities in markets outside of the United States and Canada. The restructuring plan was substantially completed by December 31, 2016 . The Company incurred zero and $0.3 million for the three and nine months ended September 30, 2017 , respectively, in restructuring and integration costs associated with this plan related to severance costs for affected employees. The Company expects the remaining $0.2 million accrued restructuring and integration costs as of September 30, 2017 to be paid during the three months ending December 31, 2017 . Any additional expense related to this restructuring plan incurred in the future is expected to be immaterial. No goodwill, intangible assets or other long-lived assets were impaired as a result of the restructuring plan. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Sale of Eat24, LLC On October 10, 2017 , the Company completed its sale of all of the outstanding equity interests in Eat24 to the Purchaser pursuant to the Purchase Agreement (see Note 9). Immediately prior to the closing of the Disposition, the Company transferred certain assets to Eat24, which consisted of assets that are material to or necessary for the operation of the Eat24 business that were not then owned by Eat24. The Company received approximately $251.7 million in cash at closing, representing the $287.5 million purchase price less a $ 7.0 million estimated working capital adjustment and $28.8 million paid into an escrow account, which will be held for an 18 -month period after closing to secure the Purchaser's rights of indemnification under the Purchase Agreement. The purchase price remains subject to certain customary post-closing adjustments pursuant to the Purchase Agreement. The Company expects to recognize a gain associated with the sale of Eat24. The amount of that gain will be determined once the post-closing adjustments to the purchase price are finalized, and will be recorded during the three month period ending December 31, 2017. The tax impact of the gain will be less than the statutory tax rate due to the utilization of net operating losses and tax credits. The Company recorded a valuation allowance against all of its U.S. deferred tax assets as of December 31, 2015, which it intends to maintain in full until there is sufficient evidence to support the reversal of all or some portion of the allowance. Based on the Company's earnings for the nine months ended September 30, 2017, anticipated future earnings, and the sale of Eat24, the Company believes there is a reasonable possibility that, within the 12 months following September 30, 2017, sufficient positive evidence may become available to support the reversal of a significant portion of the valuation allowance. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense during the period in which the release is recorded. However, the timing and amount of any valuation allowance release are subject to the level of profitability that the Company is able to achieve. Management will evaluate the Company's ability to realize its net deferred tax assets and the related valuation allowance on a quarterly basis. Grubhub Partnership Upon the closing of the Disposition (see Note 9), the Marketing Partnership Agreement (“Partnership Agreement”) entered into by the Company and Purchaser concurrently with the Purchase Agreement became effective. Under the Partnership Agreement, the Company agreed to integrate Grubhub’s restaurant network into the Yelp Platform to allow users of the Company’s website and mobile app to place orders for delivery or pickup through Grubhub’s food-ordering marketplace. The Partnership Agreement has an initial term of five years , and may renew for an additional two years upon the mutual agreement of the Company and Purchaser. |
DESCRIPTION OF BUSINESS AND B26
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the SEC on March 1, 2017 (the “Annual Report”). The unaudited condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP, including certain notes to the financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented. |
Stock Repurchases | Stock Repurchases —The Company accounts for repurchases of its common stock by recording the cost to repurchase those shares to treasury stock, a separate component of stockholders' equity. Upon retirement, the carrying amount of treasury shares is removed with a corresponding reduction to par value of common stock, with any excess of the cost incurred to repurchase shares over their par value recorded as an adjustment to accumulated deficit on the date of retirement. |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale —The Company considers an asset to be held for sale when: management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in relation to its fair value; the asset is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the sale have been initiated; the sale of the asset is expected to be completed within one year; and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. The Company ceases to record depreciation and amortization expense associated with assets upon their designation as held for sale. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company will adopt this standard effective January 1, 2018. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of the initial application of the guidance recognized at the date of adoption (modified retrospective method). The Company currently anticipates adopting the standard using the full retrospective method and does not anticipate a significant change in revenue recognition from the previous standard. The Company currently expenses contract acquisition costs as incurred and expects that the requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected customer life will result in the recognition of deferred costs on its balance sheets. The Company is still in the process of completing its analysis on the impact this guidance will have on its consolidated financial statements, related disclosures and its internal controls over financial reporting. The Company does not expect that this guidance will have a material impact on its consolidated financial statements, with the exception of contract acquisition costs, which will be deferred and amortized over the expected life of the contract, rather than recognized in the period in which they are incurred. In February 2016, FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets, as well as to recognize the expenses on its statements of operations in a manner similar to that required under current accounting rules. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In August 2016, FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-15”). The new guidance provides clarity around the cash flow classification for specific issues in an effort to reduce the current and potential future diversity in practice. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In November 2016, FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-18”). The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-18 on its consolidated financial statements and anticipates adopting this standard for the first interim period within the annual reporting period beginning after December 15, 2017. In January 2017, FASB issued Accounting Standards Update No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). This new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Entities will now perform goodwill impairment tests by comparing fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact and timing of the adoption of ASU 2017-04, but expects that it will not have a material impact on its consolidated financial statements. In March 2017, FASB issued Accounting Standards Update No. 2017-08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). This new guidance requires entities to amortize purchased callable debt securities held at a premium to the earliest call date. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2017-08 to have a material impact on its consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the 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. |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Cash and cash equivalents Cash $ 196,234 $ 119,778 Cash equivalents 166,167 152,423 Total cash and cash equivalents $ 362,401 $ 272,201 |
FAIR VALUE OF FINANCIAL INSTR28
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following table represents the Company’s financial instruments measured at fair value as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash Equivalents: Money market funds $ 158,171 $ — $ — $ 158,171 $ 152,423 $ — $ — $ 152,423 Commercial paper — 7,996 — 7,996 — — — — Short-term Marketable Securities: Agency bonds — 127,953 — 127,953 — 152,394 — 152,394 Commercial paper — 41,818 — 41,818 — 45,894 — 45,894 Agency discount notes — 15,949 — 15,949 — — — — Corporate bonds — 9,993 — 9,993 — 9,006 — 9,006 Total cash equivalents and short-term marketable securities $ 158,171 $ 203,709 $ — $ 361,880 $ 152,423 $ 207,294 $ — $ 359,717 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Marketable Securities [Abstract] | |
Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity | The amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of September 30, 2017 and December 31, 2016 were as follows (in thousands): September 30, 2017 Short-term marketable securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency bonds $ 128,005 $ 1 $ (53 ) $ 127,953 Commercial paper 41,817 1 — 41,818 Agency discount notes 15,948 1 — 15,949 Corporate bonds 9,998 — (5 ) 9,993 Total marketable securities $ 195,768 $ 3 $ (58 ) $ 195,713 December 31, 2016 Short-term marketable securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency bonds $ 152,429 $ 18 $ (53 ) $ 152,394 Commercial paper 45,894 — — 45,894 Corporate bonds 9,009 — (3 ) 9,006 Total marketable securities $ 207,332 $ 18 $ (56 ) $ 207,294 |
Schedule of Securities in an Unrealized Loss Position | The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2017 and December 31, 2016 , aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (in thousands): September 30, 2017 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Agency bonds $ 122,948 $ (53 ) $ — $ — $ 122,948 $ (53 ) Corporate bonds 9,993 (5 ) — — 9,993 (5 ) Total $ 132,941 $ (58 ) $ — $ — $ 132,941 $ (58 ) December 31, 2016 Less Than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Agency bonds $ 92,018 $ (53 ) $ — $ — $ 92,018 $ (53 ) Corporate bonds 8,006 (3 ) — — 8,006 (3 ) Total $ 100,024 $ (56 ) $ — $ — $ 100,024 $ (56 ) |
PROPERTY, EQUIPMENT, AND SOFTWA
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software, Net | Property, equipment and software, net as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Capitalized website and internal-use software development costs $ 77,327 $ 61,515 Leasehold improvements 64,209 60,101 Computer equipment 31,504 28,551 Furniture and fixtures 15,150 14,162 Telecommunication 3,852 3,457 Software 1,201 1,079 Total 193,243 168,865 Less accumulated depreciation (98,895 ) (76,425 ) Property, equipment and software, net $ 94,348 $ 92,440 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in carrying amount of goodwill during the nine months ended September 30, 2017 were as follows (in thousands): Balance as of December 31, 2016 $ 170,667 Additions upon business combinations 42,007 Goodwill measurement period adjustment (178 ) Effect of currency translation 5,458 Goodwill reclassified to assets held for sale (110,768 ) Balance as of September 30, 2017 $ 107,186 |
Schedule of Intangible Assets | Intangible assets at September 30, 2017 and December 31, 2016 consisted of the following (dollars in thousands): September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 9,919 $ (655 ) $ 9,264 10.5 years Developed technology 7,834 (1,752 ) 6,082 4.3 years Domains and data licenses 2,869 (1,719 ) 1,150 2.5 years Trademarks 999 (285 ) 714 2.4 years Content 3,961 (3,476 ) 485 1.9 years User relationships 146 (26 ) 120 2.5 years Total $ 25,728 $ (7,913 ) $ 17,815 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Business relationships $ 17,400 $ (2,741 ) $ 14,659 10.1 years Developed technology 9,280 (4,122 ) 5,158 3.1 years Domains and data licenses 2,804 (1,340 ) 1,464 3.0 years Trademarks 3,338 (1,861 ) 1,477 2.1 years Content 3,674 (2,581 ) 1,093 2.0 years User relationships 12,000 (3,240 ) 8,760 5.1 years Advertiser relationships 1,549 (1,549 ) — 0.0 years Total $ 50,045 $ (17,434 ) $ 32,611 |
Schedule of Future Amortization Expense | As of September 30, 2017 , the estimated future amortization of purchased intangible assets for (i) the remaining three months of 2017 , (ii) each of the succeeding four years, and (iii) thereafter is as follows (in thousands): Year Ending December 31, Amount 2017 (from October 1, 2017) $ 920 2018 3,534 2019 3,278 2020 2,402 2021 2,262 Thereafter 5,419 Total amortization $ 17,815 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Results | The unaudited pro forma financial information, as presented below, is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the combinations had taken place as of January 1, 2016 (in thousands, except per share data): Nowait, Inc. Pro Forma Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue $ 222,380 $ 187,334 $ 629,341 $ 521,442 Net income (loss) 7,947 588 9,682 (18,824 ) Basic net income (loss) per share attributable to common stockholders 0.10 0.01 0.12 (0.25 ) Diluted net income (loss) per share attributable to common stockholders 0.09 0.01 0.11 (0.25 ) Turnstyle Analytics Inc. Pro Forma Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue $ 222,380 $ 186,539 $ 628,894 $ 519,031 Net income (loss) 7,947 1,560 10,578 (14,377 ) Basic net income (loss) per share attributable to common stockholders 0.10 0.02 0.13 (0.19 ) Diluted net income (loss) per share attributable to common stockholders 0.09 0.02 0.12 (0.19 ) Combined Pro Forma Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue $ 222,380 $ 187,641 $ 629,668 $ 522,199 Net income (loss) 7,947 78 9,536 (20,268 ) Basic net income (loss) per share attributable to common stockholders 0.10 — 0.12 (0.26 ) Diluted net income (loss) per share attributable to common stockholders 0.09 — 0.11 (0.26 ) |
Nowait, Inc | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price, Assets Acquired and Liabilities Assumed | The purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): February 28, 2017 Fair value of purchase consideration Cash: Distributed to Nowait stockholders $ 31,892 Held in escrow account 7,945 Total purchase consideration 39,837 Fair value of net assets acquired: Cash and cash equivalents $ 1,004 Intangible assets 12,670 Goodwill 25,959 Other assets 1,065 Total assets acquired 40,698 Liabilities assumed (861 ) Total liabilities assumed (861 ) Net assets acquired $ 39,837 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type Amount Assigned Useful Life Enterprise restaurant relationships $ 8,500 12.0 years Acquired technology 2,900 5.0 years Trademarks 610 3.0 years Local restaurant relationships 600 5.0 years User relationships 60 3.0 years Weighted average 9.6 years |
Turnstyle Analytics Inc | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price, Assets Acquired and Liabilities Assumed | The purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands): April 3, 2017 Fair value of purchase consideration Cash: Distributed to Turnstyle stockholders $ 16,648 Held in escrow account 3,093 Total purchase consideration $ 19,741 Fair value of net assets acquired: Cash and cash equivalents $ 30 Intangible assets 4,252 Goodwill 16,048 Other assets 250 Total assets acquired 20,580 Deferred tax liability (450 ) Liabilities assumed (389 ) Total liabilities assumed (839 ) Net assets acquired $ 19,741 Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows (dollars in thousands): Intangible Asset Type Amount Assigned Useful Life Acquired technology $ 3,250 5.0 years Business relationships 672 5.0 years Trademarks 250 3.0 years User relationships 80 3.0 years Weighted average 4.9 years |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-Current Assets | Other non-current assets as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Cost-method investments $ — $ 8,000 Other 2,952 2,992 Total other non-current assets $ 2,952 $ 10,992 |
ASSET GROUP HELD FOR SALE (Tabl
ASSET GROUP HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Held-for-Sale | Losses before provision for income taxes attributable to Eat24 for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Loss before provision for income taxes $ (2,656 ) $ (1,292 ) $ (11,037 ) $ (2,783 ) The condensed consolidated balance sheet as of September 30, 2017 includes the following Eat24 assets and liabilities (in thousands): September 30, 2017 Assets held for sale Accounts receivable, net $ 5,319 Prepaid expenses and other current assets 749 Property and equipment, net 656 Goodwill 110,768 Intangible assets, net 26,381 Total assets held for sale $ 143,873 Liabilities held for sale Accounts payable – trade $ 1,016 Accounts payable – merchant share 18,845 Accrued liabilities 5,309 Total liabilities held for sale $ 25,170 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Accrued compensation and related $ 22,114 $ 12,892 Accrued marketing 3,819 4,633 Accrued tax liabilities 3,300 5,456 Other accrued expenses 19,087 13,749 Total accrued liabilities $ 48,320 $ 36,730 |
LONG-TERM LIABILITIES (Tables)
LONG-TERM LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | |
Schedule of Long-Term Liabilities | Long-term liabilities as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, 2017 December 31, 2016 Deferred rent $ 20,017 $ 16,896 Other long-term liabilities 1,498 725 Total long-term liabilities $ 21,515 $ 17,621 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following table presents the number of shares authorized and issued and outstanding as of the dates indicated: September 30, 2017 December 31, 2016 Shares Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Stockholders’ equity: Common stock, $0.000001 par value 200,000,000 82,741,466 200,000,000 79,429,833 Undesignated Preferred Stock 10,000,000 — 10,000,000 — |
Schedule of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2017 is as follows: Options Outstanding Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2016 8,018,941 $ 21.71 6.10 $ 147,673 Granted 920,850 34.60 Exercised (1,216,110 ) 19.85 Canceled (210,770 ) 47.08 Outstanding - September 30, 2017 7,512,911 $ 22.88 5.85 $ 162,770 Options vested and exercisable as of September 30, 2017 5,904,796 $ 20.32 5.05 $ 143,342 |
Schedule of RSU Activity | A summary of RSU activity for the nine months ended September 30, 2017 is as follows: Restricted Stock Units Number of Shares Weighted- Average Grant Date Fair Value Unvested - December 31, 2016 7,090,465 $ 32.43 Granted 3,762,717 35.14 Released (2,086,837 ) 33.63 Canceled (1,188,887 ) 33.34 Unvested - September 30, 2017 7,577,458 $ 33.30 |
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, 2017 2016 2017 2016 Cost of revenue $ 993 $ 764 $ 2,931 $ 1,572 Sales and marketing 7,305 7,191 21,434 20,376 Product development 11,976 9,284 34,428 25,727 General and administrative 5,035 5,321 16,214 14,721 Total stock-based compensation $ 25,309 $ 22,560 $ 75,007 $ 62,396 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net for the three and nine months ended September 30, 2017 and 2016 consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest income, net $ 991 $ 478 $ 2,431 $ 1,203 Transaction gain (loss) on foreign exchange 323 (93 ) 377 (66 ) Other non-operating income (loss), net 57 (58 ) 125 (185 ) Other income, net $ 1,371 $ 327 $ 2,933 $ 952 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 income (loss) per share (in thousands, except per share data): Three Months Ended September 30, 2017 2016 Common stock Class A Class B Net income attributable to common stockholders $ 7,947 $ 1,869 $ 201 Basic Shares: Weighted-average shares outstanding 82,259 69,978 7,543 Basic net income per share attributable to common stockholders: $ 0.10 $ 0.03 $ 0.03 Three Months Ended September 30, 2017 2016 Common stock Class A Class B Diluted net income per share attributable to common stockholders: Numerator: Allocation of undistributed earnings for basic computation $ 7,947 $ 1,869 $ 201 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares — 201 — Reallocation of undistributed earnings to Class B shares — — 39 Allocation of undistributed earnings $ 7,947 $ 2,070 $ 240 Denominator: Number of shares used in basic calculation 82,259 69,978 7,543 Weighted-average effect of dilutive securities Conversion of Class B to Class A shares — 7,543 — Stock options 3,253 3,526 2,246 Restricted stock units 1,921 1,870 — Number of shares used in diluted calculation 87,433 82,917 9,789 Diluted net income per share attributable to common stockholders $ 0.09 $ 0.02 $ 0.02 Nine Months Ended September 30, 2017 2016 Common stock Class A Class B Net income (loss) attributable to common stockholders $ 10,724 $ (11,639 ) $ (1,294 ) Basic Shares: Weighted-average shares outstanding 81,041 68,961 7,666 Basic net income (loss) per share attributable to common stockholders: $ 0.13 $ (0.17 ) $ (0.17 ) Nine Months Ended September 30, 2017 2016 Common stock Class A Class B Diluted net income (loss) per share attributable to common stockholders: Numerator: Allocation of undistributed earnings (losses) $ 10,724 $ (11,639 ) $ (1,294 ) Denominator: Number of shares used in basic calculation 81,041 68,961 7,666 Weighted-average effect of dilutive securities Stock options 3,179 — — Restricted stock units 1,877 — — Number of shares used in diluted calculation 86,097 68,961 7,666 Diluted net income (loss) per share attributable to common stockholders $ 0.12 $ (0.17 ) $ (0.17 ) |
Schedule of Anti-dilutive Securities | The following weighted-average stock-based instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Stock options 1,793 1,406 1,911 3,139 Restricted stock units and awards 871 1,240 978 2,414 |
INFORMATION ABOUT REVENUE AND40
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Line | The following table presents the Company’s net revenue by product line for the periods presented (in thousands) reflecting the changes to its revenue categories described above: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue by product: Advertising $ 199,595 $ 168,950 $ 563,246 $ 468,695 Transactions 18,524 15,910 55,024 45,926 Other services 4,261 1,372 10,297 3,652 Total net revenue $ 222,380 $ 186,232 $ 628,567 $ 518,273 For purposes of comparison, the following table presents the Company’s net revenue by product line for the periods presented (in thousands) based on the revenue categories in effect prior to the three months ended December 31, 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue by product: Local $ 194,293 $ 163,571 $ 547,988 $ 453,567 Transactions 18,524 15,910 55,024 45,926 Other services 9,563 6,751 25,555 18,780 Total net revenue $ 222,380 $ 186,232 $ 628,567 $ 518,273 |
Schedule of Net Revenue by Geographic Region | The following table presents the Company’s net revenue by geographic region for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 United States $ 218,735 $ 182,290 $ 618,086 $ 507,403 All other countries 3,645 3,942 10,481 10,870 Total net revenue $ 222,380 $ 186,232 $ 628,567 $ 518,273 |
Schedule of Long-Lived Assets by Geographic Location | The following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands): September 30, 2017 December 31, 2016 United States $ 91,087 $ 89,362 All other countries 3,261 3,078 Total long-lived assets $ 94,348 $ 92,440 |
RESTRUCTURING AND INTEGRATION (
RESTRUCTURING AND INTEGRATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Integration Costs | The following table presents the Company’s restructuring and integration costs for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Restructuring and integration $ 35 $ — $ 286 $ — |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | ||||
Cash | $ 196,234 | $ 119,778 | ||
Cash equivalents | 166,167 | 152,423 | ||
Total cash and cash equivalents | 362,401 | 272,201 | $ 224,891 | $ 171,613 |
Restricted cash related to letters of credit | $ 18,595 | $ 17,317 |
FAIR VALUE OF FINANCIAL INSTR43
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term marketable securities | $ 361,880 | $ 359,717 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term marketable securities | 158,171 | 152,423 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term marketable securities | 203,709 | 207,294 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents and short-term marketable securities | 0 | 0 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 127,953 | 152,394 |
Agency bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Agency bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 127,953 | 152,394 |
Agency bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 41,818 | 45,894 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 41,818 | 45,894 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Agency discount notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 15,949 | 0 |
Agency discount notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Agency discount notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 15,949 | 0 |
Agency discount notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 9,993 | 9,006 |
Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 9,993 | 9,006 |
Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Marketable Securities | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 158,171 | 152,423 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 158,171 | 152,423 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 7,996 | 0 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 7,996 | 0 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | $ 0 | $ 0 |
MARKETABLE SECURITIES (Schedule
MARKETABLE SECURITIES (Schedule of the Fair Value to Amortized Cost Basis of Securities Held-to-Maturity) (Details) - Short-term marketable securities - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 195,768 | $ 207,332 |
Gross Unrealized Gains | 3 | 18 |
Gross Unrealized Losses | (58) | (56) |
Fair Value | 195,713 | 207,294 |
Agency bonds | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 128,005 | 152,429 |
Gross Unrealized Gains | 1 | 18 |
Gross Unrealized Losses | (53) | (53) |
Fair Value | 127,953 | 152,394 |
Commercial paper | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 41,817 | 45,894 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 41,818 | 45,894 |
Agency discount notes | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 15,948 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Fair Value | 15,949 | |
Corporate bonds | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 9,998 | 9,009 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (5) | (3) |
Fair Value | $ 9,993 | $ 9,006 |
MARKETABLE SECURITIES (Schedu45
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value | ||
Fair Value, Less Than 12 Months | $ 132,941 | $ 100,024 |
Fair Value, 12 Months or Greater | 0 | 0 |
Fair Value, Total | 132,941 | 100,024 |
Unrealized Loss | ||
Unrealized Loss, Less Than 12 Months | (58) | (56) |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Unrealized Loss, Total | (58) | (56) |
Agency bonds | ||
Fair Value | ||
Fair Value, Less Than 12 Months | 122,948 | 92,018 |
Fair Value, 12 Months or Greater | 0 | 0 |
Fair Value, Total | 122,948 | 92,018 |
Unrealized Loss | ||
Unrealized Loss, Less Than 12 Months | (53) | (53) |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Unrealized Loss, Total | (53) | (53) |
Corporate bonds | ||
Fair Value | ||
Fair Value, Less Than 12 Months | 9,993 | 8,006 |
Fair Value, 12 Months or Greater | 0 | 0 |
Fair Value, Total | 9,993 | 8,006 |
Unrealized Loss | ||
Unrealized Loss, Less Than 12 Months | (5) | (3) |
Unrealized Loss, 12 Months or Greater | 0 | 0 |
Unrealized Loss, Total | $ (5) | $ (3) |
PROPERTY, EQUIPMENT AND SOFTW46
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Schedule of Property, Equipment and Software) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 193,243 | $ 168,865 |
Less accumulated depreciation | (98,895) | (76,425) |
Property, equipment and software, net | 94,348 | 92,440 |
Capitalized website and internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 77,327 | 61,515 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 64,209 | 60,101 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 31,504 | 28,551 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 15,150 | 14,162 |
Telecommunication | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 3,852 | 3,457 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 1,201 | $ 1,079 |
PROPERTY, EQUIPMENT, AND SOFT47
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 9.2 | $ 7.5 | $ 25.8 | $ 20.8 |
INTANGIBLE ASSETS AND GOODWIL48
INTANGIBLE ASSETS AND GOODWILL (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||
Balance as of December 31, 2016 | $ 170,667 | |
Additions upon business combinations | 42,007 | |
Goodwill measurement period adjustment | (178) | $ 146 |
Effect of currency translation | 5,458 | |
Goodwill reclassified to assets held for sale | (110,768) | |
Balance as of September 30, 2017 | $ 107,186 |
INTANGIBLE ASSETS AND GOODWIL49
INTANGIBLE ASSETS AND GOODWILL (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,728 | $ 50,045 |
Accumulated Amortization | (7,913) | (17,434) |
Total amortization | 17,815 | 32,611 |
Business relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,919 | 17,400 |
Accumulated Amortization | (655) | (2,741) |
Total amortization | $ 9,264 | $ 14,659 |
Weighted Average Remaining Life (in years) | 10 years 6 months 6 days | 10 years 1 month 6 days |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,834 | $ 9,280 |
Accumulated Amortization | (1,752) | (4,122) |
Total amortization | $ 6,082 | $ 5,158 |
Weighted Average Remaining Life (in years) | 4 years 3 months 18 days | 3 years 1 month 6 days |
Domains and data licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,869 | $ 2,804 |
Accumulated Amortization | (1,719) | (1,340) |
Total amortization | $ 1,150 | $ 1,464 |
Weighted Average Remaining Life (in years) | 2 years 6 months | 3 years |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 999 | $ 3,338 |
Accumulated Amortization | (285) | (1,861) |
Total amortization | $ 714 | $ 1,477 |
Weighted Average Remaining Life (in years) | 2 years 4 months 24 days | 2 years 1 month 6 days |
Content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,961 | $ 3,674 |
Accumulated Amortization | (3,476) | (2,581) |
Total amortization | $ 485 | $ 1,093 |
Weighted Average Remaining Life (in years) | 1 year 10 months 24 days | 2 years |
User relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 146 | $ 12,000 |
Accumulated Amortization | (26) | (3,240) |
Total amortization | $ 120 | $ 8,760 |
Weighted Average Remaining Life (in years) | 2 years 6 months | 5 years 1 month 6 days |
Advertiser relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,549 | |
Accumulated Amortization | (1,549) | |
Total amortization | $ 0 | |
Weighted Average Remaining Life (in years) | 0 years |
INTANGIBLE ASSETS AND GOODWIL50
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1.4 | $ 1.7 | $ 5.7 | $ 5.1 |
INTANGIBLE ASSETS AND GOODWIL51
INTANGIBLE ASSETS AND GOODWILL (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2017 (from October 1, 2017) | $ 920 | |
2,018 | 3,534 | |
2,019 | 3,278 | |
2,020 | 2,402 | |
2,021 | 2,262 | |
Thereafter | 5,419 | |
Total amortization | $ 17,815 | $ 32,611 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) | Apr. 03, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | |||||||
Net revenue | $ 222,380,000 | $ 186,232,000 | $ 628,567,000 | $ 518,273,000 | |||
Net income (loss) | [1] | 7,947,000 | $ 2,070,000 | 10,724,000 | $ (12,933,000) | ||
Nowait, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest in acquiree, percentage | 20.00% | ||||||
Total purchase consideration | $ 39,837,000 | ||||||
Held in escrow account | $ 7,945,000 | ||||||
Escrow deposit duration | 2 years | ||||||
Acquisition-related transaction costs | 0 | 100,000 | |||||
Net revenue | 1,300,000 | 2,600,000 | |||||
Net income (loss) | (1,900,000) | (5,100,000) | |||||
Turnstyle Analytics Inc | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 19,741,000 | ||||||
Held in escrow account | $ 3,093,000 | ||||||
Escrow deposit duration | 18 months | ||||||
Acquisition-related transaction costs | 0 | 300,000 | |||||
Net revenue | 400,000 | 800,000 | |||||
Net income (loss) | $ (4,000,000) | $ (4,600,000) | |||||
Purchase consideration including acquisition compensation cost | $ 21,000,000 | ||||||
Acquisition compensation cost | $ 1,000,000 | ||||||
[1] | The structure of the Company’s common stock changed during the year ended December 31, 2016. Refer to Note 13 for details. |
ACQUISITIONS (Summary of Purcha
ACQUISITIONS (Summary of Purchase Price and Net Assets Acquired) (Details) - USD ($) $ in Thousands | Apr. 03, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair value of net assets acquired: | ||||
Goodwill | $ 107,186 | $ 170,667 | ||
Nowait, Inc | ||||
Fair value of purchase consideration | ||||
Distributed to stockholders | $ 31,892 | |||
Held in escrow account | 7,945 | |||
Total purchase consideration | 39,837 | |||
Fair value of net assets acquired: | ||||
Cash and cash equivalents | 1,004 | |||
Intangible assets | 12,670 | |||
Goodwill | 25,959 | |||
Other assets | 1,065 | |||
Total assets acquired | 40,698 | |||
Liabilities assumed | (861) | |||
Total liabilities assumed | (861) | |||
Net assets acquired | $ 39,837 | |||
Turnstyle Analytics Inc | ||||
Fair value of purchase consideration | ||||
Distributed to stockholders | $ 16,648 | |||
Held in escrow account | 3,093 | |||
Total purchase consideration | 19,741 | |||
Fair value of net assets acquired: | ||||
Cash and cash equivalents | 30 | |||
Intangible assets | 4,252 | |||
Goodwill | 16,048 | |||
Other assets | 250 | |||
Total assets acquired | 20,580 | |||
Deferred tax liability | (450) | |||
Liabilities assumed | (389) | |||
Total liabilities assumed | (839) | |||
Net assets acquired | $ 19,741 |
ACQUISITIONS (Summary of Estima
ACQUISITIONS (Summary of Estimated Useful lives of Intangible Assets Acquired ) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Apr. 03, 2017 | Feb. 28, 2017 | |
Nowait, Inc | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 12,670 | ||
Useful Life | 9 years 7 months 6 days | ||
Nowait, Inc | Enterprise restaurant relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 8,500 | ||
Useful Life | 12 years | ||
Nowait, Inc | Acquired technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 2,900 | ||
Useful Life | 5 years | ||
Nowait, Inc | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 610 | ||
Useful Life | 3 years | ||
Nowait, Inc | Local restaurant relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 600 | ||
Useful Life | 5 years | ||
Nowait, Inc | User relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 60 | ||
Useful Life | 3 years | ||
Turnstyle Analytics Inc | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 4,252 | ||
Useful Life | 4 years 10 months 24 days | ||
Turnstyle Analytics Inc | Acquired technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 3,250 | ||
Useful Life | 5 years | ||
Turnstyle Analytics Inc | Business relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 672 | ||
Useful Life | 5 years | ||
Turnstyle Analytics Inc | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | 250 | ||
Useful Life | 3 years | ||
Turnstyle Analytics Inc | User relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amount Assigned | $ 80 | ||
Useful Life | 3 years |
ACQUISITIONS (Schedule of Pro F
ACQUISITIONS (Schedule of Pro Forma Results) (Details) - Pro Forma - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Net revenue | $ 222,380 | $ 187,641 | $ 629,668 | $ 522,199 |
Net income (loss) | $ 7,947 | $ 78 | $ 9,536 | $ (20,268) |
Basic net income (loss) per share attributable to common stockholders (in USD per share) | $ 0.10 | $ 0 | $ 0.12 | $ (0.26) |
Diluted net income (loss) per share attributable to common stockholders (in USD per share) | $ 0.09 | $ 0 | $ 0.11 | $ (0.26) |
Nowait, Inc | ||||
Business Acquisition [Line Items] | ||||
Net revenue | $ 222,380 | $ 187,334 | $ 629,341 | $ 521,442 |
Net income (loss) | $ 7,947 | $ 588 | $ 9,682 | $ (18,824) |
Basic net income (loss) per share attributable to common stockholders (in USD per share) | $ 0.10 | $ 0.01 | $ 0.12 | $ (0.25) |
Diluted net income (loss) per share attributable to common stockholders (in USD per share) | $ 0.09 | $ 0.01 | $ 0.11 | $ (0.25) |
Turnstyle Analytics Inc | ||||
Business Acquisition [Line Items] | ||||
Net revenue | $ 222,380 | $ 186,539 | $ 628,894 | $ 519,031 |
Net income (loss) | $ 7,947 | $ 1,560 | $ 10,578 | $ (14,377) |
Basic net income (loss) per share attributable to common stockholders (in USD per share) | $ 0.10 | $ 0.02 | $ 0.13 | $ (0.19) |
Diluted net income (loss) per share attributable to common stockholders (in USD per share) | $ 0.09 | $ 0.02 | $ 0.12 | $ (0.19) |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Cost-method investments | $ 0 | $ 8,000 |
Other | 2,952 | 2,992 |
Total other non-current assets | $ 2,952 | $ 10,992 |
ASSET GROUP HELD FOR SALE - Nar
ASSET GROUP HELD FOR SALE - Narrative (Details) - Eat24, LLC - Held-for-sale - USD ($) | 3 Months Ended | |
Sep. 30, 2017 | Aug. 03, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price consideration for sale of subsidiary | $ 287,500,000 | |
Impairment changes | $ 0 |
ASSET GROUP HELD FOR SALE - Los
ASSET GROUP HELD FOR SALE - Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Eat24, LLC | Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss before provision for income taxes | $ (2,656) | $ (1,292) | $ (11,037) | $ (2,783) |
ASSET GROUP HELD FOR SALE - Ass
ASSET GROUP HELD FOR SALE - Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets held for sale | ||
Total assets held for sale | $ 143,873 | $ 0 |
Liabilities held for sale | ||
Total liabilities held for sale | 25,170 | $ 0 |
Eat24, LLC | Held-for-sale | ||
Assets held for sale | ||
Accounts receivable, net | 5,319 | |
Prepaid expenses and other current assets | 749 | |
Property and equipment, net | 656 | |
Goodwill | 110,768 | |
Intangible assets, net | 26,381 | |
Total assets held for sale | 143,873 | |
Liabilities held for sale | ||
Accounts payable – trade | 1,016 | |
Accounts payable – merchant share | 18,845 | |
Accrued liabilities | 5,309 | |
Total liabilities held for sale | $ 25,170 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related | $ 22,114 | $ 12,892 |
Accrued marketing | 3,819 | 4,633 |
Accrued tax liabilities | 3,300 | 5,456 |
Other accrued expenses | 19,087 | 13,749 |
Total accrued liabilities | $ 48,320 | $ 36,730 |
LONG-TERM LIABILITIES (Schedule
LONG-TERM LIABILITIES (Schedule of Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities, Noncurrent [Abstract] | ||
Deferred rent | $ 20,017 | $ 16,896 |
Other long-term liabilities | 1,498 | 725 |
Total long-term liabilities | $ 21,515 | $ 17,621 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Mar. 29, 2017USD ($) | Feb. 08, 2017USD ($) | Aug. 31, 2014Claims | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||
Rental expense | $ 11.4 | $ 9.3 | $ 31 | $ 26.9 | |||
Sublease rentals | 0.5 | $ 0.5 | 1.5 | $ 1.5 | |||
Number of lawsuits filed | Claims | 2 | ||||||
Payroll tax audit liability | $ 0.5 | $ 0.5 | |||||
Putative Class Action Lawsuit | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 0.6 | ||||||
Lawsuit Filed By Former Sales Employee | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount | $ 0.2 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 23, 2016 | Sep. 22, 2016 |
Stockholders' equity: | ||||
Common stock, par value (in USD per share) | $ 0.000001 | $ 0.000001 | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 82,741,466 | 79,429,833 | ||
Common stock, shares outstanding (in shares) | 82,741,466 | 79,429,833 | ||
Undesignated preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Undesignated preferred stock, shares issued (in shares) | 0 | 0 | ||
Undesignated preferred stock, shares outstanding (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY (Award Com
STOCKHOLDERS' EQUITY (Award Compensation Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)PlanSchedule$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Jul. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program, authorized amount | $ 200,000,000 | ||||
Shares repurchased and retired (in shares) | shares | 185,592 | ||||
Value of shares repurchased and retired | $ 7,700,000 | ||||
Number of equity incentive plans | Plan | 3 | ||||
Stock-based compensation | 25,309,000 | $ 22,560,000 | $ 75,007,000 | $ 62,396,000 | |
Capitalized stock-based compensation expense | 1,500,000 | 1,300,000 | $ 4,600,000 | 3,300,000 | |
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Number of vesting schedules | Schedule | 4 | ||||
Exercisable period | 10 years | ||||
Intrinsic value of options exercised | $ 9,800,000 | $ 10,200,000 | $ 20,200,000 | $ 14,900,000 | |
Weighted average grant date fair value (in USD per share) | $ / shares | $ 13.31 | $ 13.16 | $ 15.35 | $ 9.60 | |
Unrecognized compensation costs | $ 21,300,000 | $ 21,300,000 | |||
Unrecognized compensation costs, period for recognition | 2 years 6 months | ||||
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 | Monthly Basis First Year Member | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rate | 35.00% | ||||
Employee Stock Option | Monthly Basis Second Year | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rate | 40.00% | ||||
Employee Stock Option | Monthly Basis Third Year | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rate | 25.00% | ||||
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 | $ 234,700,000 | $ 234,700,000 | |||
Unrecognized compensation costs, period for recognition | 2 years 9 months 18 days | ||||
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% | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Subscription rate of eligible compensation | 15.00% | 15.00% | |||
Purchase price, percentage of fair market value | 85.00% | ||||
Number of shares purchased (in shares) | shares | 0 | 0 | 228,299 | 200,953 | |
Weighted-average purchase price (in USD per share) | $ / shares | $ 23.73 | $ 22.26 | $ 23.73 | $ 22.26 | |
Stock-based compensation | $ 500,000 | $ 400,000 | $ 1,500,000 | $ 1,100,000 |
STOCKHOLDERS' EQUITY (Schedul65
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 8,018,941 | |
Granted (in shares) | 920,850 | |
Exercised (in shares) | (1,216,110) | |
Canceled (in shares) | (210,770) | |
Outstanding, ending balance (in shares) | 7,512,911 | 8,018,941 |
Options vested and exercisable (in shares) | 5,904,796 | |
Weighted- Average Exercise Price | ||
Outstanding, beginning balance (in USD per share) | $ 21.71 | |
Granted (in USD per share) | 34.60 | |
Exercised (in USD per share) | 19.85 | |
Canceled (in USD per share) | 47.08 | |
Outstanding, ending balance (in USD per share) | 22.88 | $ 21.71 |
Options vested and exercisable (in USD per share) | $ 20.32 | |
Weighted- Average Remaining Contractual Term | ||
Outstanding, Weighted-Average Remaining Contractual Term (in years) | 5 years 10 months 6 days | 6 years 1 month 6 days |
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) | 5 years 18 days | |
Aggregate Intrinsic Value | ||
Outstanding, Aggregate Intrinsic Value | $ 162,770 | $ 147,673 |
Options vested and exercisable, Aggregate Intrinsic Value | $ 143,342 |
STOCKHOLDERS' EQUITY (Schedul66
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 7,090,465 |
Granted (in shares) | shares | 3,762,717 |
Released (in shares) | shares | (2,086,837) |
Canceled (in shares) | shares | (1,188,887) |
Unvested, ending balance (in shares) | shares | 7,577,458 |
Weighted- Average Grant Date Fair Value | |
Unvested, beginning balance (in USD per share) | $ / shares | $ 32.43 |
Granted (in USD per share) | $ / shares | 35.14 |
Released (in USD per share) | $ / shares | 33.63 |
Canceled (in USD per share) | $ / shares | 33.34 |
Unvested, ending balance (in USD per share) | $ / shares | $ 33.30 |
STOCKHOLDERS' EQUITY (Schedul67
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 25,309 | $ 22,560 | $ 75,007 | $ 62,396 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 993 | 764 | 2,931 | 1,572 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 7,305 | 7,191 | 21,434 | 20,376 |
Product development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 11,976 | 9,284 | 34,428 | 25,727 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 5,035 | $ 5,321 | $ 16,214 | $ 14,721 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Interest income, net | $ 991 | $ 478 | $ 2,431 | $ 1,203 |
Transaction gain (loss) on foreign exchange | 323 | (93) | 377 | (66) |
Other non-operating income (loss), net | 57 | (58) | 125 | (185) |
Other income, net | $ 1,371 | $ 327 | $ 2,933 | $ 952 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Contingency [Line Items] | ||||
Provision for income taxes | $ 232 | $ 217 | $ 417 | $ 385 |
Income tax provision due to U.S. federal and state income taxes and foreign income taxes | 400 | 300 | ||
Income tax provision discrete expense | $ 100 | |||
Unrecognized tax benefits | 13,600 | 13,600 | ||
Unrecognized tax benefits that would not impact the effective tax rate | 12,800 | 12,800 | ||
Unrecognized tax benefits increase | 1,300 | 3,300 | ||
Earnings of foreign subsidiaries to be reinvested indefinitely | $ 2,700 | $ 2,700 | ||
Federal and State Tax Jurisdictions | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,003 | |||
Canada, Ireland, United Kingdom and Germany Tax Jurisdictions | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,010 |
NET INCOME (LOSS) PER SHARE (Na
NET INCOME (LOSS) PER SHARE (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017Vote | |
Common Class A | |
Class of Stock [Line Items] | |
Voting rights | 1 |
Common Class B | |
Class of Stock [Line Items] | |
Voting rights | 10 |
NET INCOME (LOSS) PER SHARE (Sc
NET INCOME (LOSS) PER SHARE (Schedule of Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Earnings Per Share Reconciliation [Line Items] | |||||
Net income attributable to common stockholders | $ 7,947 | $ 10,724 | |||
Basic Shares: | |||||
Number of shares used in basic calculation (in shares) | [1] | 82,259 | 77,521 | 81,041 | 76,627 |
Basic net income per share attributable to common stockholders (in USD per share) | [1] | $ 0.10 | $ 0.03 | $ 0.13 | $ (0.17) |
Numerator: | |||||
Allocation of undistributed earnings for basic computation | $ 7,947 | $ 10,724 | |||
Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares | 0 | ||||
Reallocation of undistributed earnings to Class B shares | 0 | ||||
Allocation of undistributed earnings | $ 7,947 | $ 10,724 | |||
Denominator: | |||||
Number of shares used in basic calculation (in shares) | [1] | 82,259 | 77,521 | 81,041 | 76,627 |
Weighted-average effect of dilutive securities | |||||
Weighted-average effect of dilutive securities Conversion of Class B to Class A shares (in shares) | 0 | ||||
Stock options (in shares) | 3,253 | 3,179 | |||
Restricted stock units (in shares) | 1,921 | 1,877 | |||
Number of shares used in diluted calculation (in shares) | [1] | 87,433 | 82,917 | 86,097 | 76,627 |
Diluted net income per share attributable to common stockholders (in USD per share) | [1] | $ 0.09 | $ 0.02 | $ 0.12 | $ (0.17) |
Common Class A | |||||
Earnings Per Share Reconciliation [Line Items] | |||||
Net income attributable to common stockholders | $ 1,869 | $ (11,639) | |||
Basic Shares: | |||||
Number of shares used in basic calculation (in shares) | 69,978 | 68,961 | |||
Basic net income per share attributable to common stockholders (in USD per share) | $ 0.03 | $ (0.17) | |||
Numerator: | |||||
Allocation of undistributed earnings for basic computation | $ 1,869 | $ (11,639) | |||
Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares | 201 | ||||
Reallocation of undistributed earnings to Class B shares | 0 | ||||
Allocation of undistributed earnings | $ 2,070 | $ (11,639) | |||
Denominator: | |||||
Number of shares used in basic calculation (in shares) | 69,978 | 68,961 | |||
Weighted-average effect of dilutive securities | |||||
Weighted-average effect of dilutive securities Conversion of Class B to Class A shares (in shares) | 7,543 | ||||
Stock options (in shares) | 3,526 | 0 | |||
Restricted stock units (in shares) | 1,870 | 0 | |||
Number of shares used in diluted calculation (in shares) | 82,917 | 68,961 | |||
Diluted net income per share attributable to common stockholders (in USD per share) | $ 0.02 | $ (0.17) | |||
Common Class B | |||||
Earnings Per Share Reconciliation [Line Items] | |||||
Net income attributable to common stockholders | $ 201 | $ (1,294) | |||
Basic Shares: | |||||
Number of shares used in basic calculation (in shares) | 7,543 | 7,666 | |||
Basic net income per share attributable to common stockholders (in USD per share) | $ 0.03 | $ (0.17) | |||
Numerator: | |||||
Allocation of undistributed earnings for basic computation | $ 201 | $ (1,294) | |||
Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares | 0 | ||||
Reallocation of undistributed earnings to Class B shares | 39 | ||||
Allocation of undistributed earnings | $ 240 | $ (1,294) | |||
Denominator: | |||||
Number of shares used in basic calculation (in shares) | 7,543 | 7,666 | |||
Weighted-average effect of dilutive securities | |||||
Weighted-average effect of dilutive securities Conversion of Class B to Class A shares (in shares) | 0 | ||||
Stock options (in shares) | 2,246 | 0 | |||
Restricted stock units (in shares) | 0 | 0 | |||
Number of shares used in diluted calculation (in shares) | 9,789 | 7,666 | |||
Diluted net income per share attributable to common stockholders (in USD per share) | $ 0.02 | $ (0.17) | |||
[1] | The structure of the Company’s common stock changed during the year ended December 31, 2016. Refer to Note 13 for details. |
NET INCOME (LOSS) PER SHARE (72
NET INCOME (LOSS) PER SHARE (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards (in shares) | 1,793 | 1,406 | 1,911 | 3,139 |
Restricted stock units and awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive awards (in shares) | 871 | 1,240 | 978 | 2,414 |
INFORMATION ABOUT REVENUE AND73
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 222,380 | $ 186,232 | $ 628,567 | $ 518,273 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 218,735 | 182,290 | 618,086 | 507,403 |
All other countries | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 3,645 | 3,942 | 10,481 | 10,870 |
Advertising | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 199,595 | 168,950 | 563,246 | 468,695 |
Local | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 194,293 | 163,571 | 547,988 | 453,567 |
Transactions | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 18,524 | 15,910 | 55,024 | 45,926 |
Other services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 4,261 | 1,372 | 10,297 | 3,652 |
Other services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 9,563 | $ 6,751 | $ 25,555 | $ 18,780 |
INFORMATION ABOUT REVENUE AND74
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 94,348 | $ 92,440 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 91,087 | 89,362 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 3,261 | $ 3,078 |
RESTRUCTURING AND INTEGRATION75
RESTRUCTURING AND INTEGRATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring and integration | $ 35,000 | $ 0 | $ 286,000 | $ 0 |
Restructuring and integration costs | 0 | 300,000 | ||
Expected restructuring costs remaining | $ 200,000 | $ 200,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions | Oct. 10, 2017USD ($) |
Grubhub Holdings, Inc. | |
Subsequent Event [Line Items] | |
Initial term of Partnership Agreement | 5 years |
Renewal period of Partnership Agreement | 2 years |
Disposed of by Sale | Eat24, LLC | |
Subsequent Event [Line Items] | |
Proceeds from sale of subsidiary | $ 251.7 |
Purchase price consideration for sale of subsidiary | 287.5 |
Working capital adjustment | 7 |
Cash consideration for sale of subsidiary, portion held in escrow for up to 18 months | $ 28.8 |
Escrow deposit duration | 18 months |