United States securities and exchange commission logo
September 7, 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 June 30, 2023
Filed August 7,
2023
File No 001-35444
Dear David Schwarzbach:
We have reviewed your August 11, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
July 19, 2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources, Cash Flows, page 58
1. In the response to
comment four you provide your intended revised disclosure regarding
quantification of
variance factors for cash flows for operating activities. This revised
disclosure appears to
explain how operating cash flows were derived for the indicated
period. Please note the
disclosure is to be an analysis of why the reported amount of
operating cash
materially changed from period to period pursuant to Item 303 of
Regulation S-K. Also
note references to results and changes in operating assets and
liabilities may not
provide a sufficient basis to understand how operating cash actually
David Schwarzbach
YELP INC
September 7, 2023
Page 2
was affected between periods. Further note the noncash items referred
to do not impact
cash. In preparing your analysis, refer to the introductory paragraph
of section IV.B and
B.1 of Staff Release No. 33-8350 for guidance.
Form 10-Q for the Fiscal Quarter Ended June 30, 2023
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 15. Income Taxes, page 23
2. Please explain your consideration of disclosing the nature and effect
of any significant
matters that affected the comparability of your taxes payable balance
of $46.2 million at
June 30, 2023 with your taxes payable balance of $6.2 million at Dec.
31, 2022. We note
taxes payable increased by $15 million in the first quarter of 2023
and an additional $25
million in the second quarter of 2023 per your disclosures in your
interim filings. Refer to
ASC 740-10-50-14.
3. You disclose as of June 30, 2023 the total amount of gross
unrecognized tax benefits was
$63.9 million, $30.3 million of which was subject to a full valuation
allowance. ASC
740-10-40-2 states use of a valuation allowance is not a permitted
substitute for
derecognizing the benefit of a tax position when the
more-likely-than-not recognition
threshold is no longer met. Please explain to us how your treatment
complies with the
noted guidance.
Non-GAAP Financial Measures
Reconciliation of Net Income to Adjusted EBITDA, page 32
4. You present an adjustment for litigation settlement expense of $11
million, apparently
regarding the CIPA litigation, in computing your non-GAAP measure
Adjusted
EBITDA for the three and six months ended June 30, 2023. You disclose a
$4 million
loss contingency was recorded for this litigation in fiscal 2022, but it
appears you did not
make an adjustment for this in computing Adjusted EBITDA for that year.
Please disclose this change between periods in your treatment of
expenses for this
litigation and the reason for it, and explain the reason to us. Refer to
Question 100.02 of
our Compliance and Disclosure Interpretations ("C&DI") on Non-GAAP
Financial
Measures. Additionally, in the footnote to the reconciliation table for
this measure,
FirstName LastNameDavid Schwarzbach
describe, if true, the adjustment pertains solely to the CIPA litigation
so investors do not
Comapany NameYELP
get the impressionINC
you are adjusting for all litigation expenses that
may be prohibited by
Question
September 100.01
7, 2023 Pageof2 the C&DI.
FirstName LastName
David Schwarzbach
FirstName
YELP INCLastNameDavid Schwarzbach
Comapany 7,
September NameYELP
2023 INC
September
Page 3 7, 2023 Page 3
FirstName LastName
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services