United States securities and exchange commission logo
July 19, 2023
David Schwarzbach
Chie Financial Officer
YELP INC
350 Mission Street, 10th Floor
San Francisco, CA 94105
Re: YELP INC
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed February 24,
2023
Form 10-Q for
Fiscal Quarter Ended March 31, 2023
Filed May 5, 2023
File No 001-35444
Dear David Schwarzbach:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Deliver More Value to Advertisers, page 45
1. Please disclose how you
define and determine "lead-through rate," which you refer to as
"an important quality
indicator, converting a greater percentage of ad clicks to leads on
average in 2022
compared to 2021." Explain how this relates to the stated average CPC
increase of 27% from
2021.
Enhance the Consumer Experience, page 45
2. Please define
"click-through rate" and how it relates to your operations.
David Schwarzbach
YELP INC
July 19, 2023
Page 2
Factors Affecting Our Performance
Macroeconomic Conditions, page 45
3. You disclose "Strong advertiser demand combined with less robust
consumer activity has
significantly increased our average CPC in 2022 compared to 2021."
Please explain to us
and disclose the two factors impact average CPC.
Results of Operations
Years Ended December 31, 2022 and 2021
Net Revenues, page 53
4. Please quantify the cited factors to which changes are attributed for
advertising
revenue. For example, you disclose the increase in advertising revenue
was driven "by
higher aggregate customer spend and an increase in paying advertising
locations" without
quantifying either, and the factors cited for "Transactions" were not
quantified. Refer to
the introductory paragraph of Item 303(b) of Regulation S-K, and
(b)(2)(iii) therein, and
section 501.04 of our Codification of Financial Reporting Policies for
guidance. Also,
quantify the cited factors regarding your analysis of cash flows for
operating activities.
Form 10-Q for the Quarter Ended March 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Three Months Ended March 31, 2023 and 2022
Net Revenue, page 27
5. You reference higher average revenue per location as a factor for the
increase in
advertising revenue for the period ended March 31, 2023 compared to the
prior year
period. However, you don't explain how this measure is determined, or
identify it is a
metric used by management in managing or monitoring the performance of
your
business. Please explain your consideration of average revenue per
location as a metric
FirstName LastNameDavid Schwarzbach
used by management in managing and monitoring performance of your
business. As
Comapany NameYELP
applicable, INC
disclose the use of this metric consistent with the
requirements of Staff
July 19,Release 33-10751.
2023 Page 2
FirstName LastName
David Schwarzbach
FirstName
YELP INCLastNameDavid Schwarzbach
Comapany
July NameYELP INC
19, 2023
July 19,
Page 3 2023 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services