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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________
Form 10-Q
______________________________________________________________________________________________________
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the Quarterly Period Ended September 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the Transition period from                 to

Commission file number: 001-35444
_____________________________________________________________________________________________________
YELP INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________________________________________________________
Delaware20-1854266
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
350 Mission Street, 10th Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)

(415) 908-3801
(Registrant’s Telephone Number, Including Area Code)
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.000001 per shareYELPNew York Stock Exchange LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑  No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☑  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer        
☐
Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☑
As of November 1, 2024, there were 65,817,690 shares outstanding of the registrant’s common stock, par value $0.000001 per share.

YELP INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page
Part I.
Item 1.
Item 2.
Item 3.
Item 4.
Part II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
___________________________________
Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “Yelp,” the “Company,” “we,” “us” and “our” refer to Yelp Inc. and, where appropriate, its subsidiaries.
Unless the context otherwise indicates, where we refer in this Quarterly Report to our “mobile application” or “mobile app,” we refer to all of our applications for mobile-enabled devices; references to our “mobile platform” refer to both our mobile app and the versions of our website that are optimized for mobile-based browsers. Similarly, references to our “website” refer to versions of our website dedicated to both desktop- and mobile-based browsers, as well as the U.S. and international versions of our website.

1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements contained in this Quarterly Report that are not purely historical, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include, but are not limited to, statements about:
•our financial performance, including our revenue, operating expenses and margins, as well as our ability to maintain profitability;
•our ability to maintain and expand our advertiser base;
•our strategic initiatives to support revenue growth and margin expansion;
•our investment plans and priorities, including planned investments in product development, marketing and our sales channels, as well as proposed acquisition of RepairPal, Inc. (“RepairPal”), and our ability to execute against those plans and priorities and the results thereof;
•our ability to operate with a distributed workforce as well as the benefits and costs thereof;
•trends and expectations regarding customer and revenue retention;
•trends and expectations regarding our key metrics, including consumer traffic and engagement and the opportunity they present for growth;
•our liquidity and working capital requirements; and
•our plans with respect to our stock repurchase program.
Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements.
These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), such as:
•our ability to hire, retain, motivate and effectively manage well-qualified employees in a primarily remote work environment;
•the rapidly evolving and intensely competitive markets in which we operate;
2
•our ability to accurately forecast revenue and appropriately plan expenses;
Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
NOTE REGARDING METRICS
We review a number of performance metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics” in this Quarterly Report and in our Annual Report for information on how we define our key metrics. Unless otherwise stated, these metrics do not include metrics from subscription products or our business-owner products.
While our metrics are based on what we believe to be reasonable calculations, there are inherent challenges in measuring usage across our large user base. Certain of our performance metrics, including the number of unique devices accessing our mobile app, ad clicks, average cost-per-click and active claimed local business locations, are tracked with internal company tools, which are not independently verified by any third party and have a number of limitations. For example, our metrics may be affected by mobile applications that automatically contact our servers for regular updates with no discernible user action involved; this activity can cause our system to count the device associated with the app as an app unique device in a given period. Although we take steps to exclude such activity and, as a result, do not believe it has had a material impact on our reported metrics, our efforts may not successfully account for all such activity.
Our metrics that are calculated based on data from Google Analytics, a digital marketing intelligence product from Google LLC (“Google”) — the number of desktop and mobile website unique visitors — are subject to similar limitations. Google Analytics periodically encounters difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. In addition, because these traffic metrics are tracked based on unique identifiers, an individual who accesses our website from multiple devices with different identifiers may be counted as multiple unique visitors, and multiple individuals who access our website from a shared device with a single identifier may be counted as a single unique visitor. As a result, the calculations of our unique visitors may not accurately reflect the number of people actually visiting our website.
Our measures of traffic and other key metrics may also differ from estimates published by third parties (other than those whose data we use to calculate such metrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly review our processes to assess potential improvements to their accuracy. From time to time, we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies or adjustments are immaterial unless otherwise stated. Similarly, Google Analytics also makes periodic changes and updates to their tools and methodologies. As of July 1, 2024, Google no longer offers the Universal Analytics version of its Google Analytics product that we have historically used for our web traffic metrics. We plan to begin reporting our web traffic metrics based on internal measurement tools for the year ending December 31, 2024. These changes to our web traffic metrics will result in inconsistency between new data and previously reported data.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
YELP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
September 30,
2024		December 31,
2023
Assets
Current assets:
Cash and cash equivalents$261,588 $313,911 
Short-term marketable securities135,426 127,485 
Accounts receivable (net of allowance for doubtful accounts of $16,373 and $13,768 at September 30, 2024 and December 31, 2023, respectively)
155,131 146,147 
Prepaid expenses and other current assets38,083 36,673 
Total current assets590,228 624,216 
Property, equipment and software, net73,991 68,684 
Operating lease right-of-use assets28,380 48,573 
Goodwill104,433 103,886 
Intangibles, net6,638 7,638 
Other non-current assets176,538 161,726 
Total assets$980,208 $1,014,723 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities$134,746 $132,809 
Operating lease liabilities — current28,022 39,234 
Deferred revenue7,601 3,821 
Total current liabilities170,369 175,864 
Operating lease liabilities — long-term25,905 48,065 
 Other long-term liabilities
44,394 41,260 
Total liabilities240,668 265,189 
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.000001 par value — 200,000 shares authorized, 66,638 shares issued and outstanding at September 30, 2024, and 68,864 shares issued and outstanding at December 31, 2023
— — 
Additional paid-in capital1,873,678 1,786,667 
Treasury stock(2,907)(282)
Accumulated other comprehensive loss(10,535)(12,202)
Accumulated deficit(1,120,696)(1,024,649)
Total stockholders’ equity
739,540 749,534 
Total liabilities and stockholders’ equity
$980,208 $1,014,723 

See Notes to Condensed Consolidated Financial Statements.
4
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net revenue$360,344 $345,122 $1,050,112 $994,686 
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)32,382 28,370 90,414 84,613 
Sales and marketing144,631 137,703 442,715 424,308 
Product development77,748 81,020 251,055 254,247 
General and administrative49,605 45,695 139,471 145,609 
Depreciation and amortization9,326 10,461 28,841 31,881 
Total costs and expenses313,692 303,249 952,496 940,658 
Income from operations46,652 41,873 97,616 54,028 
Other income, net7,231 6,154 25,277 17,264 
Income before income taxes53,883 48,027 122,893 71,292 
Provision for (benefit from) income taxes15,443 (10,189)32,263 (475)
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Net income per share attributable to common stockholders
Basic$0.57 $0.84 $1.34 $1.03 
Diluted$0.56 $0.79 $1.27 $0.98 
Weighted-average shares used to compute net income per share attributable to common stockholders
Basic67,219 69,030 67,862 69,366 
Diluted69,163 73,566 71,109 72,920 

See Notes to Condensed Consolidated Financial Statements.

5
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax2,905 (1,502)1,223 429 
Unrealized gain (loss) on available-for-sale debt securities, net of tax694 100 444 (162)
Other comprehensive income (loss)3,599 (1,402)1,667 267 
Comprehensive income$42,039 $56,814 $92,297 $72,034 

See Notes to Condensed Consolidated Financial Statements.


6
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
Common StockAdditional Paid-In CapitalTreasury StockAccumulated
Other Comprehensive Loss		Accumulated Deficit
Total Stockholders’ Equity
SharesAmount
Balance as of June 30, 202369,287 $— $1,732,909 $(159)$(13,876)$(1,010,272)$708,602 
Issuance of common stock upon exercises of employee stock options69 — 2,426 — — — 2,426 
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net821 — — — — — — 
Issuance of common stock for employee stock purchase plan2 — 65 — — — 65 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 44,826 — — — 44,826 
Taxes withheld related to net share settlement of equity awards— — (23,052)— — — (23,052)
Repurchases of common stock— — — (50,107)— — (50,107)
Retirement of common stock(1,217)— — 49,999 — (49,999)— 
Other comprehensive loss— — — — (1,402)— (1,402)
Net income— — — — — 58,216 58,216 
Balance as of September 30, 202368,962 $— $1,757,174 $(267)$(15,278)$(1,002,055)$739,574 
Balance as of June 30, 202467,622 $— $1,848,677 $(806)$(14,134)$(1,098,390)$735,347 
Issuance of common stock upon vesting of RSUs, net714 — — — — — — 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 41,954 — — — 41,954 
Taxes withheld related to net share settlement of equity awards— — (16,953)— — — (16,953)
Repurchases of common stock— — — (62,847)— — (62,847)
Retirement of common stock(1,698)— — 60,746 — (60,746)— 
Other comprehensive income— — — — 3,599 — 3,599 
Net income— — — — — 38,440 38,440 
Balance as of September 30, 202466,638 $— $1,873,678 $(2,907)$(10,535)$(1,120,696)$739,540 

See Notes to Condensed Consolidated Financial Statements.




















7
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
(In thousands)
(Unaudited)
Common StockAdditional Paid-In CapitalTreasury StockAccumulated
Other Comprehensive Loss		Accumulated DeficitTotal Stockholders' Equity
SharesAmount
Balance as of December 31, 202269,797 $— $1,649,692 $— $(15,545)$(923,823)$710,324 
Issuance of common stock upon exercises of employee stock options785 — 17,975 — — — 17,975 
Issuance of common stock upon vesting of RSUs, net2,479 — — — — — — 
Issuance of common stock for employee stock purchase plan382 — 10,977 — — — 10,977 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 139,988 — — — 139,988 
Taxes withheld related to net share settlement of equity awards— — (61,458)— — — (61,458)
Repurchases of common stock— — — (150,266)— — (150,266)
Retirement of common stock(4,481)— — 149,999 — (149,999)— 
Other comprehensive income— — — — 267 — 267 
Net income— — — — — 71,767 71,767 
Balance as of September 30, 202368,962 $— $1,757,174 $(267)$(15,278)$(1,002,055)$739,574 
Balance as of December 31, 202368,864 $— $1,786,667 $(282)$(12,202)$(1,024,649)$749,534 
Issuance of common stock upon exercises of employee stock options37 — 1,244 — — — 1,244 
Issuance of common stock upon vesting of RSUs, net2,245 — — — — — — 
Issuance of common stock for employee stock purchase plan388 — 12,192 — — — 12,192 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 131,929 — — — 131,929 
Taxes withheld related to net share settlement of equity awards— — (58,354)— — — (58,354)
Repurchases of common stock— — — (189,302)— — (189,302)
Retirement of common stock(4,896)— — 186,677 — (186,677)— 
Other comprehensive income— — — — 1,667 — 1,667 
Net income— — — — — 90,630 90,630 
Balance as of September 30, 202466,638 $— $1,873,678 $(2,907)$(10,535)$(1,120,696)$739,540 

See Notes to Condensed Consolidated Financial Statements.

8
YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
20242023
Operating Activities
Net income$90,630 $71,767 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization28,841 31,881 
Provision for doubtful accounts35,111 26,664 
Stock-based compensation123,396 133,304 
Amortization of right-of-use assets11,363 22,848 
Deferred income taxes(17,408)(8,845)
Amortization of deferred contract cost18,604 17,818 
Asset impairment5,914 3,555 
Other adjustments, net(2,717)(229)
Changes in operating assets and liabilities:
Accounts receivable(44,095)(54,395)
Prepaid expenses and other assets(14,302)3,101 
Operating lease liabilities(29,333)(30,255)
Accounts payable, accrued liabilities and other liabilities8,838 9,896 
Net cash provided by operating activities214,842 227,110 
Investing Activities
Purchases of marketable securities — available-for-sale(89,251)(115,388)
Sales and maturities of marketable securities — available-for-sale83,380 89,613 
Purchases of other investments(2,500)— 
Purchases of property, equipment and software(26,337)(20,850)
Other investing activities268 160 
Net cash used in investing activities(34,440)(46,465)
Financing Activities
Proceeds from issuance of common stock for employee stock-based plans13,436 28,958 
Taxes paid related to the net share settlement of equity awards(58,044)(61,142)
Repurchases of common stock(188,399)(149,999)
Payment of issuance costs for credit facility— (1,049)
Net cash used in financing activities(233,007)(183,232)
Effect of exchange rate changes on cash, cash equivalents and restricted cash580 903 
Change in cash, cash equivalents and restricted cash(52,025)(1,684)
Cash, cash equivalents and restricted cash — Beginning of period314,002 307,138 
Cash, cash equivalents and restricted cash — End of period$261,977 $305,454 
Supplemental Disclosures of Other Cash Flow Information
Cash paid for income taxes, net$35,731 $8,800 
Supplemental Disclosures of Noncash Investing and Financing Activities
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities$2,593 $1,064 
Repurchases of common stock recorded in accounts payable and accrued liabilities$1,411 $2,677 
Excise tax accrued on net stock repurchases$903 $267 

See Notes to Condensed Consolidated Financial Statements.
9
YELP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION
Yelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such as the “Company” and “Yelp” in these Notes to Condensed Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries.
Yelp is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust Yelp for its extensive ratings and reviews of businesses across a broad range of categories, while businesses advertise on Yelp to reach its large audience of purchase-oriented and generally affluent consumers. Yelp has operations in the United States, United Kingdom, Canada, Ireland and Germany.
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 Annual Report.
The unaudited condensed consolidated balance sheet as of December 31, 2023 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. Certain prior-period amounts have been reclassified to conform to the current period presentation, including combining transactions revenue into other revenue.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented.
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, 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. Items that require estimates, judgments or assumptions include, but are not limited to, determining variable consideration and identifying the nature and timing of satisfaction of performance obligations, allowance for doubtful accounts and credit losses, fair value and estimated useful lives of long- and indefinite-lived assets, litigation loss contingencies, liabilities related to incurred but not reported insurance claims, fair value and achievement of targets for performance-based restricted stock units (“PRSUs”) and income taxes. These estimates, judgments and assumptions are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates due to macroeconomic uncertainty and other factors.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies from those described in the Annual Report.
Recent Accounting Pronouncements Not Yet Effective
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about
10
significant segment expenses. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and should be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-07 on its related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2024-03 on its related disclosures.
2. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash, cash equivalents and restricted cash as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Cash$104,011 $105,959 
Cash equivalents157,577 207,952 
Total cash and cash equivalents261,588 313,911 
Restricted cash389 91 
Total cash, cash equivalents and restricted cash$261,977 $314,002 
Restricted cash is included in other non-current assets on the Company’s condensed consolidated balance sheets.
3. MARKETABLE SECURITIES
Short-term investments and certain cash equivalents consist of investments in debt securities that are classified as available-for-sale. The amortized cost, gross unrealized gains and losses and fair value of investments as of September 30, 2024 and December 31, 2023 were as follows (in thousands):
September 30, 2024
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
Commercial paper$776 $— $— $776 
Total cash equivalents776 — — 776 
Short-term marketable securities:
Certificates of deposit1,282 — — 1,282 
Commercial paper10,083 — — 10,083 
Corporate bonds40,143 202 (7)40,338 
Agency bonds3,218 2 — 3,220 
U.S. government securities80,104 421 (22)80,503 
Total short-term marketable securities134,830 625 (29)135,426 
Total$135,606 $625 $(29)$136,202 
11

December 31, 2023
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
U.S. government securities$1,612 $— $— $1,612 
Total cash equivalents1,612 — — 1,612 
Short-term marketable securities:
Certificates of deposit1,537 — — 1,537 
Commercial paper1,058 — — 1,058 
Corporate bonds19,833 16 (92)19,757 
Agency bonds17,660 4 (17)17,647 
U.S. government securities87,414 241 (169)87,486 
Total short-term marketable securities127,502 261 (278)127,485 
Total$129,114 $261 $(278)$129,097 
The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2024 and December 31, 2023, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands):
September 30, 2024
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$4,777 $(6)$1,330 $(1)$6,107 $(7)
U.S. government securities3,294 (2)18,513 (20)21,807 (22)
Total$8,071 $(8)$19,843 $(21)$27,914 $(29)
December 31, 2023
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$2,130 $(9)$12,104 $(83)$14,234 $(92)
Agency bonds14,409 (17)— — 14,409 (17)
U.S. government securities27,763 (135)6,231 (34)33,994 (169)
Total$44,302 $(161)$18,335 $(117)$62,637 $(278)
For the nine months ended September 30, 2024 and 2023, the Company did not recognize any credit loss related to available-for-sale marketable securities.
The contractual maturities for marketable securities classified as available-for-sale as of September 30, 2024 were as follows (in thousands):
Amortized CostFair Value
Due in one year or less$79,932 $80,138 
Due in one to five years55,674 56,064 
Total$135,606 $136,202 
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4. FAIR VALUE MEASUREMENTS
The Company’s investments in money market accounts are recorded as cash equivalents at fair value on the condensed consolidated balance sheets. Additionally, the Company carries its available-for-sale debt securities at fair value. See Note 3, “Marketable Securities,” for further details.
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 certificates of deposit, commercial paper, corporate bonds, agency bonds and U.S. government securities 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 fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis, as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
 Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents: 
Money market funds$129,653 $— $— $129,653 $180,270 $— $— $180,270 
U.S. government securities— — — — — 1,612 — 1,612 
Commercial paper— 776 — 776 — — — — 
Marketable securities:
Certificates of deposit— 1,282 — 1,282 — 1,537 — 1,537 
Commercial paper— 10,083 — 10,083 — 1,058 — 1,058 
Corporate bonds— 40,338 — 40,338 — 19,757 — 19,757 
Agency bonds— 3,220 — 3,220 — 17,647 — 17,647 
U.S. government securities— 80,503 — 80,503 — 87,486 — 87,486 
Other investments:
Certificates of deposit— 10,000 — 10,000 — 7,500 — 7,500 
Total cash equivalents, marketable securities and other investments$129,653 $146,202 $— $275,855 $180,270 $136,597 $— $316,867 
The certificates of deposit that are categorized as other investments with original maturities of one year or less are reflected in prepaid expenses and other current assets on the condensed consolidated balance sheets. Those with original maturities of more than one year are reflected in other non-current assets.
Certain long- and indefinite-lived assets are recognized at fair value on a nonrecurring basis, including assets that are written down as a result of an impairment. The Company recognized impairment charges related to right-of-use (“ROU”) assets and leasehold improvements associated with certain office space that it subleased or abandoned during the nine months ended September 30, 2024 and 2023. See Note 8, “Leases,” for further details. The Company estimated the fair value of these assets as of the impairment dates using an income approach based on discounted cash flows expected to be received for the subleased or abandoned properties. This valuation technique relied on certain assumptions made by management based on both internal and external data, such as the incremental borrowing rates used to discount these cash flows to their present values. As a result, these assets are classified within Level 3 of the fair value hierarchy.
13
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Prepaid expenses$16,282 $14,922 
Certificates of deposit7,500 5,000 
Other current assets14,301 16,751 
Total prepaid expenses and other current assets$38,083 $36,673 
As of September 30, 2024, other current assets primarily consisted of income taxes receivable, deferred costs related to subleases as well as unsettled share repurchases and short-term deposits.
6. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Capitalized website and internal-use software development costs$289,146 $258,059 
Leasehold improvements(1)
56,187 57,403 
Computer equipment28,796 50,014 
Furniture and fixtures9,018 10,336 
Telecommunication280 4,175 
Software1,105 1,113 
Total384,532 381,100 
Less accumulated depreciation and amortization(1)
(310,541)(312,416)
Property, equipment and software, net$73,991 $68,684 
(1)    Leasehold improvements, net was reduced to reflect an impairment of $1.3 million recorded during the nine months ended September 30, 2024 as a result of the Company’s subleases of certain office space. For more information, see Note 8, “Leases.”
Depreciation and amortization expense related to property, equipment and software was $9.0 million and $10.2 million for the three months ended September 30, 2024 and 2023, respectively, and $27.8 million and $30.9 million for the nine months ended September 30, 2024 and 2023, respectively.
7. GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill is the result of its acquisitions of other businesses and represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed. The Company performed its annual goodwill impairment analysis as of August 31, 2024 and concluded that goodwill was not impaired, as the fair value of the reporting unit exceeded its carrying value. Additionally, no triggering events were identified as of September 30, 2024 or December 31, 2023 that would more likely than not reduce the fair value of goodwill below its carrying value.
The change in the carrying amount of goodwill during the nine months ended September 30, 2024 was as follows (in thousands):
Balance as of December 31, 2023$103,886 
Effect of currency translation547 
Balance as of September 30, 2024$104,433 
        
14
Intangible assets that were not fully amortized as of September 30, 2024 and December 31, 2023 consisted of the following (dollars in thousands):
September 30, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Weighted-Average Remaining Life
Business relationships$9,918 $(6,790)$3,128 4.4 years
Licensing agreements6,141 (2,646)3,495 5.4 years
Domain and data licenses2,885 (2,870)15 4.6 years
Total$18,944 $(12,306)$6,638 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Weighted-Average Remaining Life
Business relationships$9,918 $(6,258)$3,660 5.2 years
Licensing agreements6,129 (2,151)3,978 6.2 years
Domain and data licenses2,869 (2,869)— 0.0 years
Total$18,916 $(11,278)$7,638 
Amortization expense related to intangible assets was $0.3 million for each of the three months ended September 30, 2024 and 2023, and $1.0 million for each of the nine months ended September 30, 2024 and 2023.
As of September 30, 2024, estimated future amortization expense was as follows (in thousands):
Remainder of 2024$336 
20251,357 
20261,357 
20271,357 
20281,357 
2029764 
Thereafter110 
Total amortization$6,638 
8. LEASES
The components of lease cost, net for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Operating lease cost$4,537 $8,501 $14,225 $27,254 
Short-term lease cost (12 months or less)99 95 292 298 
Sublease income(3,403)(3,403)(10,207)(10,197)
Total lease cost, net$1,233 $5,193 $4,310 $17,355 
The Company’s leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants that would limit or prevent the Company from exercising its right to obtain substantially all of the economic benefits from use of the respective assets during the lease term.
15
Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Nine Months Ended
September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases$32,165 $34,723 
As of September 30, 2024, maturities of lease liabilities were as follows (in thousands):
Remainder of 2024$10,593 
202522,360 
20267,426 
20277,313 
20286,005 
20292,832 
Thereafter1,632 
Total minimum lease payments58,161 
Less imputed interest(4,234)
Present value of lease liabilities$53,927 
As of September 30, 2024 and December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate were as follows:
September 30,
2024		December 31,
2023
Weighted-average remaining lease term (years) — operating leases3.23.7
Weighted-average discount rate — operating leases5.2 %5.1 %
During the nine months ended September 30, 2024, the Company determined that it was reasonably certain it would exercise the early termination option included in the lease for certain office space in San Francisco. As a result, the Company remeasured the associated lease liability and ROU asset in accordance with Accounting Standards Codification Topic 842 and reduced each by $4.6 million during the nine-month period.
During the nine months ended September 30, 2024, the Company subleased certain office space in San Francisco and Toronto. During the nine months ended September 30, 2023, the Company abandoned certain office space in San Francisco. The Company evaluated the associated ROU assets and leasehold improvements for impairment as a result of the subleases and abandonment in accordance with Accounting Standards Codification Topic 360, “Property, Plant, and Equipment,” because the change in circumstances indicated that the carrying amount of such assets may not be recoverable. The Company compared the carrying value of the impacted assets to the fair value to determine the impairment amount and recognized an impairment charge of $5.9 million during the nine months ended September 30, 2024, which reduced the carrying amount of the ROU assets and leasehold improvements by $4.6 million and $1.3 million, respectively. The Company recognized an impairment charge of $3.6 million during the nine months ended September 30, 2023, which reduced the carrying amount of the ROU asset and leasehold improvements by $2.6 million and $1.0 million, respectively. The impairment charges are included in general and administrative expenses on the condensed consolidated statement of operations. For more information on the fair values of the ROU asset and leasehold improvements used in the impairment analysis, see Note 4, “Fair Value Measurements.”
16
9. OTHER NON-CURRENT ASSETS
Other non-current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Deferred tax assets$136,667 $119,449 
Deferred contract costs25,592 28,203 
Other non-current assets14,279 14,074 
Total other non-current assets$176,538 $161,726 
10. CONTRACT BALANCES
The changes in the allowance for doubtful accounts during the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Nine Months Ended
September 30,
20242023
Balance, beginning of period$13,768 $9,277 
Add: provision for doubtful accounts35,111 26,664 
Less: write-offs, net of recoveries(32,506)(25,052)
Balance, end of period$16,373 $10,889 
In calculating the allowance for doubtful accounts as of September 30, 2024 and 2023, the Company considered expectations of probable credit losses based on observed trends in cancellations, observed changes in the credit risk of specific customers, the impact of anticipated closures and bankruptcies using forecasted economic indicators in addition to historical experience and loss patterns during periods of macroeconomic uncertainty. The increases in the provision for doubtful accounts and write-offs, net of recoveries in the nine months ended September 30, 2024 as compared to the prior-year period were a result of the ordinary course of business, reflecting higher aggregate customer delinquencies as well as the increase in net revenue.
Contract liabilities consist of deferred revenue, which is recorded on the condensed consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.
The changes in short-term deferred revenue during the nine months ended September 30, 2024 were as follows (in thousands):
Nine Months Ended
September 30, 2024
Balance, beginning of period$3,821 
      Less: recognition of deferred revenue from beginning balance(3,356)
      Add: net increase in current period contract liabilities7,136 
Balance, end of period$7,601 
The majority of the Company’s deferred revenue balance as of September 30, 2024 is classified as short-term and is expected to be recognized as revenue in the subsequent three-month period ending December 31, 2024. An immaterial amount of long-term deferred revenue is included in other long-term liabilities as of September 30, 2024. No other contract assets or liabilities were recorded on the Company’s condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.
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11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Accounts payable$6,903 $11,868 
Employee-related liabilities95,252 79,081 
Accrued legal settlements154 15,085 
Other accrued liabilities32,437 26,775 
Total accounts payable and accrued liabilities$134,746 $132,809 
As of September 30, 2024, other accrued liabilities primarily consisted of accrued operating expenses and cost of revenue, as well as taxes payable.
12. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
CIPA Action
On October 12, 2016, a putative class action lawsuit asserting claims under the California Invasion of Privacy Act was filed against the Company (the “CIPA Action”) in the Superior Court of California for the County of San Francisco (the “Superior Court”), in which the plaintiff sought statutory damages and other relief based on alleged unlawful call recording. The Company filed a motion for summary judgment on the basis that it had never recorded the plaintiff, which the Superior Court granted. The plaintiff appealed and, in October 2020, the California Court of Appeal for the First District (the “Court of Appeal”) reversed the decision of the Superior Court, holding that the recording of only the Company’s consenting sales representatives could violate CIPA, even if the plaintiff was not recorded. The California Supreme Court subsequently denied review of the Court of Appeal’s decision and the case was remanded to the Superior Court. On January 18, 2023, the Superior Court granted the plaintiffs’ motion for class certification. In February 2023, the Company filed a petition for a writ with the Court of Appeal seeking reversal of the Superior Court’s class certification decision. The Court of Appeal summarily denied the writ petition on May 25, 2023, following which the Company filed a petition with the California Supreme Court on June 2, 2023 seeking an order directing the Court of Appeal to review the merits of the Company’s writ petition. On July 17, 2023, the Company reached a preliminary agreement with the plaintiffs to settle the CIPA Action for $15.0 million, which payment the Company expected to be partially funded by insurance proceeds. The parties executed a settlement agreement, which the plaintiff presented to the Superior Court for approval. On April 10, 2024, the Superior Court granted final approval of the settlement, which resolved all claims asserted against the Company in the CIPA Action without any liability or wrongdoing attributed to it.
The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies, which it will accrue when it believes a loss is probable and the amount can be reasonably estimated. As of March 31, 2024, the Company believed the loss was probable and the payment amount of $15.0 million represented a reasonable estimate of loss contingency. The Company recorded a $4.0 million accrual for loss contingency related to the CIPA Action as of December 31, 2022 and an additional accrual of $11.0 million during 2023, resulting in a $15.0 million accrual for loss contingency within accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet as of March 31, 2024. The accrual for loss contingency was released upon the settlement payment of $15.0 million in the three months ended June 30, 2024. The receivable for loss recovery that was recorded in 2023 for the anticipated insurance proceeds of $3.9 million was released upon receipt of the proceeds on January 18, 2024.
Other Legal Proceedings
The Company is subject to other legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these other matters will have a material effect on the Company’s business, financial position, results of operations or cash flows.
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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 the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties.
In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.
While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s business, financial position, results of operations or cash flows.
Revolving Credit Facility
On April 28, 2023, the Company entered into a Revolving Credit and Guaranty Agreement with certain lenders and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which provides for a five-year $125.0 million senior secured revolving credit facility (the “2023 credit facility”). The 2023 credit facility replaced the Company’s previous $75.0 million revolving credit facility entered into on May 5, 2020 with Wells Fargo Bank, N.A. (the “2020 credit facility”), which terminated concurrently with the establishment of the 2023 credit facility. The 2023 credit facility includes a letter of credit sub-limit of $25.0 million, a bilateral letter of credit facility of $25.0 million and an accordion option, which, if exercised, would allow the Company to increase the aggregate commitments by up to $250.0 million, plus additional amounts if the Company is able to satisfy a leverage test, subject to certain conditions. The commitments under the 2023 credit facility expire on April 28, 2028.
Loans under the 2023 credit facility bear interest, at the Company’s election, at either (a) an adjusted term Secured Overnight Financing Rate plus 0.10% plus a margin of 1.25% - 1.50%, depending on the Company’s total leverage ratio, or (b) an alternative base rate plus a margin of 0.25% - 0.50%, depending on the Company’s total leverage ratio. The Company is required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at 0.20% - 0.25% per annum, depending on the Company’s total leverage ratio, as well as a letter of credit fee on any outstanding letters of credit that accrues at 1.25% - 1.50% per annum, depending on the Company’s total leverage ratio.
The 2023 credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments and engage in transactions with the Company’s affiliates, in each case subject to certain exceptions. The 2023 credit facility also requires the Company to maintain a total leverage ratio of no greater than 3.75 to 1.00, subject to an increase up to 4.25 to 1.00 for a certain period following significant acquisitions, and an interest coverage ratio of no less than 3.00 to 1.00. The obligations under the 2023 credit facility are secured by liens on substantially all of the Company’s domestic assets, including certain domestic intellectual property assets and the equity of its domestic subsidiaries, as well as a portion of the equity interests the Company holds directly in its foreign subsidiaries.
As of September 30, 2024, the Company had $14.0 million of letters of credit outstanding under the 2023 credit facility sub-limit, which were moved from the 2020 credit facility. The letters of credit are primarily related to lease agreements for certain office locations and are required to be maintained and issued to the landlords of each facility. No loans were outstanding under the 2023 credit facility and the Company was in compliance with all conditions and covenants thereunder as of September 30, 2024.
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13. STOCKHOLDERS’ EQUITY
The following table presents the number of shares authorized and issued as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Shares
Authorized
Shares
Issued
Shares
Authorized
Shares
Issued
Common stock, $0.000001 par value
200,000 66,638 200,000 68,864 
Undesignated preferred stock10,000 — 10,000 — 
Stock Repurchase Program
As of September 30, 2024, the Company’s board of directors had authorized the Company to repurchase up to an aggregate of $1.95 billion of its outstanding common stock, $393.3 million of which remained available as of September 30, 2024. 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 nine months ended September 30, 2024, the Company repurchased on the open market 4,979,329 shares for an aggregate purchase price of $188.4 million and retired 4,895,875 shares. As of September 30, 2024, the Company had a treasury stock balance of 83,454 shares, which were excluded from its outstanding share count as of such date and subsequently retired in October 2024.
During the nine months ended September 30, 2023, the Company repurchased on the open market and subsequently retired 4,481,278 shares for an aggregate purchase price of $150.0 million. Although there were no shares of treasury stock as of September 30, 2023, the treasury stock balance included an immaterial amount of excise tax imposed by the Inflation Reduction Act of 2022 on stock repurchases, net of shares issued, during the nine months then ended.
Equity Incentive Plans
Stock Options
A summary of stock option activity for the nine months ended September 30, 2024 is as follows:
Number of Shares (in thousands)Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20232,543 $34.94 3.6$33,100 
Exercised(37)33.44  
Canceled(33)64.91 
Outstanding at September 30, 20242,473 $34.57 2.9$8,258 
Options vested and exercisable at September 30, 20242,457 $34.55 2.9$8,240 
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 zero and $0.6 million for the three months ended September 30, 2024 and 2023, respectively, and $0.3 million and $6.1 million for the nine months ended September 30, 2024 and 2023, respectively.
There were no options granted during the nine months ended September 30, 2024 and 2023.
As of September 30, 2024, total unrecognized compensation costs related to nonvested stock options were approximately $0.3 million, which the Company expects to recognize over a weighted-average time period of 0.9 years.
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RSUs
RSUs include PRSUs that are subject to either (a) a market condition or (b) the achievement of performance goals. As the PRSU activity during the nine months ended September 30, 2024 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the nine months ended September 30, 2024 is as follows (in thousands, except per share amounts):
Number of SharesWeighted-Average Grant Date Fair Value
Nonvested at December 31, 20239,961 $32.61 
Granted2,223 43.97 
Vested(1)
(3,852)32.47 
Canceled(523)33.64 
Nonvested at September 30, 2024(2)
7,809 $35.84 
(1)    Includes 1,606,914 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes.
(2)    Includes 875,846 PRSUs.
The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the nine months ended September 30, 2024 and 2023 was $139.8 million and $147.9 million, respectively. As of September 30, 2024, the Company had approximately $245.3 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.0 years.
Employee Stock Purchase Plan
There were 387,968 shares purchased by employees under the Employee Stock Purchase Plan (“ESPP”) at a weighted-average purchase price per share of $31.42 during the nine months ended September 30, 2024, and no shares were purchased by employees under the ESPP during the three months ended September 30, 2024. There were 2,295 and 382,627 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $28.48 and $28.69 during the three and nine months ended September 30, 2023, respectively. The Company recognized stock-based compensation expense related to the ESPP of $0.8 million and $0.9 million during the three months ended September 30, 2024 and 2023, respectively, and $2.8 million and $2.7 million during the nine months ended September 30, 2024 and 2023, 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,
2024202320242023
Cost of revenue$1,301 $1,298 $4,099 $4,026 
Sales and marketing8,588 9,200 25,905 26,921 
Product development20,887 24,047 67,074 74,888 
General and administrative8,696 8,922 26,318 27,469 
Total stock-based compensation recorded to income before income taxes39,472 43,467 123,396 133,304 
Benefit from income taxes(7,560)(9,023)(24,015)(27,898)
Total stock-based compensation recorded to net income attributable to common stockholders$31,912 $34,444 $99,381 $105,406 
The Company capitalized $3.3 million and $2.2 million of stock-based compensation expense as website and internal-use software development costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts in the three months ended September 30, 2024 and 2023, respectively, and $9.2 million and $7.5 million in the nine months ended September 30, 2024 and 2023, respectively.
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14. OTHER INCOME, NET
Other income, net for the three and nine months ended September 30, 2024 and 2023 consisted of the following (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Interest income, net$5,308 $5,187 $16,396 $13,850 
Transaction gain (loss) on foreign exchange, net82 (100)(121)(69)
Release of nonrecurring tax reserve(1)
— — 3,102 — 
Other non-operating income, net1,841 1,067 5,900 3,483 
Other income, net$7,231 $6,154 $25,277 $17,264 
(1)    Represents the release of a reserve related to a one-time payroll tax credit.
15. INCOME TAXES
The Company is subject to income taxes 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 taxes. The provision for income taxes for the nine months ended September 30, 2024 was $32.3 million, which was due to $33.0 million of U.S. federal, state and foreign income tax expense, partially offset by $0.7 million of net discrete tax benefit primarily related to stock-based compensation. The benefit from income taxes for the nine months ended September 30, 2023 was $0.5 million, which was due to $20.1 million of net discrete tax benefit primarily related to: the 2022 federal and state tax provision to return adjustments, which mainly resulted from the release of Internal Revenue Service guidance related to the requirement to capitalize and amortize certain research and development expenses under the U.S. Tax Cuts and Jobs Act; a one-time litigation settlement loss contingency in connection with the agreement to settle the CIPA Action as detailed in Note 12, “Commitments and Contingencies”; and the tax benefit related to stock-based compensation. These tax benefits were partially offset by $19.6 million of U.S. federal, state and foreign income tax 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 income or loss before income taxes, excluding unusual or infrequently occurring discrete items, for the reporting period. For the three and nine months ended September 30, 2024, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by stock-based compensation and other non-deductible expenses. For the three and nine months ended September 30, 2023, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by stock-based compensation.
As of September 30, 2024, the Company had $38.7 million of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate.
As of September 30, 2024, the Company estimated that it had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $35.9 million. Any taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign and state taxes. The Company has not recognized a deferred tax liability related to unremitted foreign earnings, as it intends to indefinitely reinvest these earnings, and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs.
In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company’s federal and state income tax returns for tax years subsequent to 2003 remain open to examination. In the Company’s foreign jurisdictions — Canada, Germany, Ireland and the United Kingdom — the tax years subsequent to 2018 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. As of September 30, 2024, although the timing of the resolution or closure of audits is not certain, the Company believes it is reasonably possible that unrecognized tax benefits will not be reduced within the next 12 months.
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16. NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs (including PRSUs) and, to a lesser extent, ESPP shares. If dilutive, such potentially dilutive securities are reflected in net income (loss) per share attributable to common stockholders using the treasury stock method.
The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the periods presented (in thousands, except per share data):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Basic net income per share:
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Shares used in computation:
Weighted-average common shares outstanding67,219 69,030 67,862 69,366 
Basic net income per share attributable to common stockholders:$0.57 $0.84 $1.34 $1.03 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Diluted net income per share:
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Shares used in computation:
    Weighted-average common shares outstanding67,219 69,030 67,862 69,366 
    Stock options229 501 351 246 
    RSUs1,587 3,899 2,851 3,259 
    ESPP128 136 45 49 
        Number of shares used in diluted calculation69,163 73,566 71,109 72,920 
Diluted net income per share attributable to common stockholders:$0.56 $0.79 $1.27 $0.98 
The following stock-based instruments were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Stock options1,099 761 680 1,319 
RSUs1,974 26 1,612 364 
17. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS
The Company considers operating segments to be components of the Company for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance.
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The Company has determined that it has a single operating and reporting segment. When the Company communicates results externally, it disaggregates net revenue into major product lines and primary geographical markets, which is based on the billing address of the customer. The disaggregation of net revenue by major product lines is based on the type of service provided and also aligns with the timing of revenue recognition for each. To reflect the Company’s strategic focus on creating differentiated experiences for its Services categories and Restaurants, Retail & Other categories, the Company further disaggregates advertising revenue to reflect these two high-level category groupings. The Services categories consist of the following businesses: home, local, auto, professional, pets, events, real estate and financial services. The Restaurants, Retail & Other categories consist of the following businesses: restaurants, shopping, beauty & fitness, health and other.
Net Revenue
The following table presents the Company’s net revenue by major product line (and by category for advertising revenue) for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net revenue by product:
Advertising revenue by category:
Services$228,009 $206,178 $654,252 $589,972 
Restaurants, Retail & Other116,397 123,854 349,130 359,175 
Advertising344,406 330,032 1,003,382 949,147 
Other(1)
15,938 15,090 46,730 45,539 
Total net revenue$360,344 $345,122 $1,050,112 $994,686 
(1)    For the three and nine months ended September 30, 2024, other revenue includes revenue generated from transactions with consumers, which the Company reported separately as transactions revenue in prior periods. Prior-period amounts in the table above have been reclassified to conform to the current-period presentation.
During the three and nine months ended September 30, 2024 and 2023, no individual customer accounted for 10% or more of consolidated net revenue.
The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
United States$357,656 $342,600 $1,042,159 $987,535 
All other countries2,688 2,522 7,953 7,151 
Total net revenue$360,344 $345,122 $1,050,112 $994,686 
Long-Lived Assets
The following table presents the Company’s long-lived assets by major geographic region as of September 30, 2024 and December 31, 2023 (in thousands):
September 30,
2024		December 31,
2023
United States$69,405 $62,464 
All other countries4,586 6,220 
Total long-lived assets$73,991 $68,684 
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18. SUBSEQUENT EVENTS
On November 6, 2024, the Company and Rollins Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with auto services platform RepairPal, Inc. (“RepairPal”) and Fortis Advisors LLC, solely in its capacity as the securityholders’ representative.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into RepairPal, with RepairPal continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”). Upon consummation of the Merger, all outstanding capital stock and options and warrants to purchase capital stock of RepairPal will be converted into the right to receive an aggregate of $80 million in cash, subject to customary post-closing adjustments based on net working capital, indebtedness and third-party expenses. Of such amount, the following amounts will be held back to secure the Company’s right of indemnity under the Merger Agreement: (1) $8 million will be held back for a 15-month period after closing; (2) $2 million will be held back for a 24-month period after closing; and (3) $3.5 million will be held back until 30 days following the final, non-appealable resolution of certain legal matters. The Company will retain such holdback amounts, which will be classified as restricted cash.
Subject to customary closing conditions, the Company expects to close the Merger by the end of 2024.
The Company is currently in the process of valuing the assets expected to be acquired and liabilities expected to be assumed in its acquisition of RepairPal, which it expects to reflect in its financial statements for the year ending December 31, 2024.
The Company believes its acquisition of RepairPal will accelerate its efforts in Services by expanding its offerings in the auto services advertising vertical.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those discussed in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report. See “Special Note Regarding Forward-Looking Statements” in this Quarterly Report.
Overview
As one of the best known Internet brands in the United States, Yelp is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust us for the more than 260 million ratings and reviews available on our platform of businesses across a broad range of categories, while businesses advertise with us to reach our large audience of purchase-oriented and generally affluent consumers. We believe our ability to provide value to both consumers and businesses not only fulfills our mission to connect consumers with great local businesses, but also positions us well in the local, digital advertising market in the United States.
We generate substantially all of our revenue from the sale of performance-based advertising products, which our advertising platform matches to individual consumers through auctions priced on a cost-per-click (“CPC”) basis. In the three months ended September 30, 2024, our net revenue was $360.3 million, up 4% from the three months ended September 30, 2023, and we recorded net income of $38.4 million and adjusted EBITDA of $101.4 million. In the nine months ended September 30, 2024, our net revenue was $1.05 billion, up 6% from the nine months ended September 30, 2023, and we recorded net income of $90.6 million and adjusted EBITDA of $256.9 million. For information on how we define and calculate adjusted EBITDA, and a reconciliation of this non-GAAP financial measure to net income, see “Non-GAAP Financial Measures” below.
In the third quarter of 2024, our strategic investments in product and marketing continued to drive progress on our revenue growth initiatives:
•Deliver the best Home Services experience for consumers and service professionals. Advertising revenue from Services businesses increased by 11% year over year to reach 66% of total advertising revenue in the third quarter. The Home Services category remained particularly strong, with revenue growth of approximately 15% year over year. Improvements to the Request-a-Quote flow drove a year-over-year increase in project growth of approximately 25% in the third quarter. Yelp Assistant, our artificial intelligence (“AI”) chatbot that we launched on iOS in the second quarter, also contributed to increases in project submissions and monetized leads.
•Provide the most trusted local search and discovery platform. In the third quarter, we continued to invest in the consumer experience with the goal of driving more connections with businesses. We introduced trending topics and suggestions to make our search experience even more efficient, which ultimately resulted in users viewing more business pages per interaction with our platform. We also enhanced the user-generated videos in the home feed to create an even more visually engaging and useful experience for consumers, which led to a mid-teens-percentage increase in engagement compared to before the change took effect.
•Optimize advertiser value through our advanced technology. In the third quarter, improved matching and our acquisition of Services projects through paid search drove a 2% year-over-year increase in ad clicks. Average CPC increased by 3% from the third quarter of 2023, largely reflecting a mix shift towards Services clicks, which generally have higher CPCs than clicks in Restaurants, Retail & Other (“RR&O”) categories. Enhancements to our ad formats and matching capabilities led to a year-over-year improvement in our retention rate for non-term advertisers’ budgets in the third quarter.
•Drive profitable growth through our most efficient channels. Improvements to the claim and ad purchase flows, together with effective advertiser marketing, drove near-record customer acquisition in our Self-serve channel in the third quarter. We also continued to enhance the business owner experience, including by providing budget recommendations and billing optimizations. As a result of these efforts, revenue from our Self-serve channel increased by approximately 15% year over year in the third quarter to a record level. Multi-location revenue was approximately flat year over year in the third quarter as businesses in RR&O categories continued to face a challenging operating environment. To capture more demand from multi-location Services businesses, we have increased our product focus and sales efforts in this area. For example, in the third quarter, we launched Request-a-Quote for national brands and a new leads API that enables multi-location Services businesses to more efficiently connect with consumers on Yelp and seamlessly manage leads across multiple locations and business pages.
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In the third quarter, Services revenue maintained double-digit year-over-year growth, while RR&O revenue reflected the ongoing operating challenges facing businesses in these categories. We expect these trends to persist in the remainder of 2024. Given the persistence of the operating challenges impacting RR&O businesses and typical seasonality in Services, we expect net revenue to decrease sequentially in the fourth quarter.
On November 6, 2024, we entered into an agreement to acquire auto services repair platform RepairPal for approximately $80 million in cash. See Note 18, “Subsequent Events,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail. We expect any revenue or expense incurred in 2024 in connection with this acquisition to be immaterial.
Key Metrics
We regularly review a number of metrics, including the key metrics set forth below, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.
Ad Clicks and Average CPC
The amount of revenue we generate from our pay-for-performance advertising products is determined by the number of ad clicks we deliver to advertisers and the CPCs we charge for those ad clicks.
Ad clicks represent user interactions with our pay-for-performance advertising products, including clicks on advertisements on our website and mobile app, clicks on syndicated advertisements on third-party platforms and Request-a-Quote submissions, among others. Ad clicks include only user interactions that we are able to track directly, and therefore do not include user interactions with ads sold through our advertising partnerships. We do not expect the exclusion of such user interactions to materially affect this metric. We report the year-over-year percentage change in ad clicks as a measure of our success in monetizing more of our consumer activity and delivering more value to advertisers.
Average CPC is calculated as revenue from our performance-based ad products — excluding certain revenue adjustments that do not impact the outcome of an auction for an individual ad click, such as refunds, as well as revenue from our advertising partnerships — divided by the total number of ad clicks for a given period. Average CPC represents the average amount we charge advertisers for each ad click.
We believe that ad clicks and average CPC together reflect one of the most significant dynamics affecting our advertising revenue performance: the interplay of advertiser demand and consumer activity. At the level of an auction for an individual ad click, advertiser demand — consisting of advertiser budgets and the number of advertisers competing to purchase the ad click — intersects with the supply of consumer activity — consisting of the predicted levels of relevant consumer traffic and engagement — to determine CPC, with higher advertiser demand putting upward pressure on the CPC and higher consumer activity putting downward pressure on the CPC. In aggregate, advertiser demand consists of the number of business locations advertising with us (which we refer to as paying advertising locations, as discussed below) and the aggregate budget they allocate to purchasing our advertising products. Aggregate monetizable consumer activity depends on the levels of consumer traffic and engagement with our ads, the numbers of locations where we can display ads and other monetizable features, and our click-through rate, which is the ratio of ad clicks to the number of times the ads were displayed to consumers. The relative strengths of these factors in aggregate are reflected in average CPC.
Ad clicks and average CPC also provide important insight into the value we deliver to advertisers, which we believe is a significant factor in our ability to retain both revenue and customers. For example, a positive change in ad clicks for a given period combined with lower growth or a negative change in average CPC over the same period would indicate that we delivered more ad clicks at lower prices, thereby delivering more value to our advertisers; we would expect this to have a positive impact on retention. Conversely, growth in average CPC paired with a negative or lower growth rate in ad clicks would indicate we charged more without delivering more ad clicks; we would expect this to have a negative impact on retention unless we are able to increase the value we deliver through higher performing ad clicks.
The following table presents year-over-year changes in our ad clicks and average CPC for the periods presented (each expressed as a percentage):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Ad Clicks2%9%6%3%
Average CPC3%4%—%11%
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In the three months ended September 30, 2024, advertising revenue grew 4% year over year, primarily due to increases in ad clicks and average CPC. In the nine months ended September 30, 2024, advertising revenue grew 6% year over year, primarily due to an increase in ad clicks. The increases in ad clicks in both periods were driven by improvements to our matching capabilities and our acquisition of Services projects through paid search. Average CPC increased in the three months ended September 30, 2024, largely reflecting a mix shift toward Services clicks, which generally have higher CPCs than RR&O clicks. Average CPC remained flat in the nine months ended September 30, 2024.
Advertising Revenue by Category
Our advertising revenue comprises revenue from the sale of our advertising products, including the resale of our advertising products by partners and syndicated ads appearing on third-party platforms.
To reflect our strategic focus on creating two differentiated experiences on Yelp, we provide a breakdown of our advertising revenue attributable to businesses in two high-level category groupings: Services and RR&O. Our Services categories consist of home, local, auto, professional, pets, events, real estate and financial services. Our RR&O categories consist of restaurants, shopping, beauty & fitness, health and other.
The following table presents our advertising revenue by category for the periods presented (in thousands, except percentages):
Three Months Ended
September 30,		% ChangeNine Months Ended
September 30,		% Change
2024202320242023
Services$228,009 $206,178 11%$654,252 $589,972 11%
Restaurants, Retail & Other116,397 123,854 (6)%349,130 359,175 (3)%
Total Advertising Revenue$344,406 $330,032 4%$1,003,382 $949,147 6%
Paying Advertising Locations
Paying advertising locations comprise all business locations associated with a business account from which we recognized advertising revenue in a given month, excluding business accounts that purchased advertising through partner programs other than Yelp Ads Certified Partners, averaged over a given period. We also provide a breakdown of paying advertising locations between our Services categories and RR&O categories.
We provide our paying advertising locations as a measure of the reach and scale of our business; however, this metric may exhibit short-term volatility as a result of factors such as seasonality and macroeconomic conditions. For example, macroeconomic factors, including related to inflation, interest rates, and labor and supply chain issues, have had a predominant negative impact on RR&O paying advertising locations in recent periods. Short-term fluctuations in paying advertising locations may also reflect the acquisition or loss of single advertising accounts associated with large numbers of locations, or the pausing/restarting of advertising campaigns by such multi-location advertisers.
The following table presents the number of paying advertising locations for the periods presented (in thousands, except percentages):
Three Months Ended
September 30,		% ChangeNine Months Ended
September 30,		% Change
2024202320242023
Services2522357%2532377%
Restaurants, Retail & Other272326(17)%275322(15)%
Total Paying Advertising Locations524561(7)%528559(6)%
Paying advertising locations decreased in the three and nine months ended September 30, 2024 compared to the prior-year periods. While paying advertising locations in our Services categories increased year over year in both the three- and nine-month periods, such increases were more than offset by decreases in paying advertising locations in our RR&O categories over the same periods. We believe the decrease in RR&O paying advertising locations reflects the challenging operating environment facing businesses in these categories and, to a lesser extent, competition for ad spend from such businesses, including from food ordering and delivery providers.
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Results of Operations
The following table sets forth our results of operations for the periods presented (in thousands, except percentages). The period-to-period comparison of financial results is not necessarily indicative of the results of operations to be anticipated for the full year 2024 or any future period.
Three Months Ended
September 30,		Nine Months Ended
September 30,
20242023$ Change
% Change(1)
20242023$ Change
% Change(1)
Condensed Consolidated Statements of Operations Data:
Net revenue by product:
Advertising revenue by category:
Services$228,009 $206,178 $21,831 11 %$654,252 $589,972 $64,280 11 %
Restaurants, Retail & Other116,397 123,854 (7,457)(6)%349,130 359,175 (10,045)(3)%
Advertising344,406 330,032 14,374 4 %1,003,382 949,147 54,235 6 %
Other(2)
15,938 15,090 848 6 %46,730 45,539 1,191 3 %
Total net revenue360,344 345,122 15,222 4 %1,050,112 994,686 55,426 6 %
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)32,382 28,370 4,012 14 %90,414 84,613 5,801 7 %
Sales and marketing144,631 137,703 6,928 5 %442,715 424,308 18,407 4 %
Product development77,748 81,020 (3,272)(4)%251,055 254,247 (3,192)(1)%
General and administrative49,605 45,695 3,910 9 %139,471 145,609 (6,138)(4)%
Depreciation and amortization9,326 10,461 (1,135)(11)%28,841 31,881 (3,040)(10)%
Total costs and expenses313,692 303,249 10,443 3 %952,496 940,658 11,838 1 %
Income from operations46,652 41,873 4,779 11 %97,616 54,028 43,588 81 %
Other income, net7,231 6,154 1,077 18 %25,277 17,264 8,013 46 %
Income before income taxes53,883 48,027 5,856 12 %122,893 71,292 51,601 72 %
Provision for (benefit from) income taxes15,443 (10,189)25,632 (252)%32,263 (475)32,738 
NM(3)
Net income attributable to common stockholders$38,440 $58,216 $(19,776)(34)%$90,630 $71,767 $18,863 26 %
(1)    Percentage changes are calculated based on rounded numbers and may not recalculate exactly due to rounding.
(2)    For the three and nine months ended September 30, 2024, other revenue includes revenue generated from transactions with consumers, which we reported separately as transactions revenue in prior periods. Prior-period amounts have been reclassified to conform to the current-period presentation.
(3)    Percentage change is not meaningful.
Three and Nine Months Ended September 30, 2024 and 2023
Net Revenue
Advertising. We generate advertising revenue from the sale of our advertising products — including business page upgrades and performance-based advertising in search results and elsewhere on our platform — to businesses of all sizes, from single-location local businesses to multi-location national businesses. Advertising revenue also includes revenue generated from the resale of our advertising products by certain partners and monetization of advertising inventory through third-party ad networks. We present advertising revenue on a disaggregated basis for our high-level category groupings, Services and RR&O.
Advertising revenue for the three months ended September 30, 2024 increased 4% year over year, primarily as a result of a 2% increase in ad clicks and a 3% increase in average CPC. Advertising revenue for the nine months ended September 30, 2024 increased 6% year over year, primarily as a result of a 6% increase in ad clicks.
Other. We generate other revenue through non-advertising contracts, such as our subscription services, which include our Yelp Guest Manager product, and through our Yelp Fusion and Yelp Knowledge programs, which provide access to Yelp data for a fee. In addition, we now report transactions revenue together with other revenue to reflect that neither transactions revenue nor the underlying business is a core part of our current business model. As a result, other revenue now includes revenue from various transactions with consumers. We generate revenue from such transactions through our partnership integrations, which
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are mainly revenue-sharing arrangements that provide consumers with the ability to place food orders for pickup and delivery through third parties directly on Yelp. We earn a fee for acting as an agent for transactions placed through these integrations, which we record on a net basis and include in revenue upon completion of a transaction.
Other revenue for the three and nine months ended September 30, 2024 increased compared to the prior-year periods primarily due to increases in revenue from the continued growth of our Yelp Guest Manager, Yelp Fusion and Yelp Knowledge programs. These increases were partially offset by a lower volume of food takeout and delivery orders.
Trends and Uncertainties of Net Revenue. Net revenue increased in the three months ended September 30, 2024 compared to the three months ended June 30, 2024 as momentum in our Services categories continued. We expect net revenue for the three months ending December 31, 2024 to decrease slightly from the third quarter of 2024, reflecting typical seasonality in our Services categories and ongoing operating challenges facing businesses in our RR&O categories.
Costs and Expenses
Cost of Revenue (exclusive of depreciation and amortization). Our cost of revenue consists primarily of website infrastructure expense, which includes website hosting costs and employee costs (including stock-based compensation expense) for the infrastructure teams responsible for operating our website and mobile app, and excludes depreciation and amortization expense. Cost of revenue also includes third-party advertising fulfillment costs and credit card processing fees.
Cost of revenue for the three and nine months ended September 30, 2024 increased compared to the prior-year periods, primarily due to increases in website infrastructure expense of $2.8 million and $5.9 million, respectively, as a result of investments in maintaining and improving our infrastructure as well as higher cost of labor. For the nine-month period, the increase was partially offset by the decrease in advertising fulfillment costs of $1.7 million, reflecting our more efficient delivery of ads.
We expect cost of revenue to increase on an absolute dollar basis in 2024 compared to 2023.
Sales and Marketing. Our sales and marketing expenses primarily consist of employee costs (including sales commission and stock-based compensation expenses) for our sales and marketing employees. Sales and marketing expenses also include business and consumer acquisition marketing, community management, as well as allocated workplace and other supporting overhead costs.
Sales and marketing expenses for the three and nine months ended September 30, 2024 increased compared to the prior-year periods, primarily due to:
•increases in marketing spend of $5.0 million and $17.9 million, respectively, primarily driven by our investments in acquiring Services projects through paid search, which for the nine-month period was partially offset by a decrease in costs for business owner marketing; and
•increases in employee costs of $5.0 million and $10.2 million, respectively, mainly resulting from higher cost of labor, partially offset by lower average headcount.
These increases were partially offset by decreases in workplace operating costs of $3.0 million and $9.7 million, respectively, primarily due to reductions in our leased office space.
We expect sales and marketing expenses to increase in 2024 compared to 2023 as a result of our efforts to acquire Services projects through paid search as well as due to more tenured sales and marketing employees. Despite such costs, we expect sales and marketing expenses to remain relatively consistent as a percentage of net revenue in 2024 compared to 2023.
Product Development. Our product development expenses primarily consist of employee costs (including bonuses and stock-based compensation expense, net of capitalized employee costs associated with capitalized website and internal-use software development) for our engineers, product management and corporate infrastructure employees. In addition, product development expenses include allocated workplace and other supporting overhead costs.
Product development expenses for the three and nine months ended September 30, 2024 decreased compared to the prior-year periods primarily due to:
•decreases in employee costs of $3.0 million and $2.3 million, respectively, resulting from more employee costs being capitalized and lower average headcount, partially offset by higher cost of labor and higher costs associated with in-person employees gatherings; and
•decreases in workplace operating costs of $0.6 million and $1.6 million, respectively, primarily due to reductions in our leased office space.
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These decreases were partially offset by increases in consulting costs of $0.4 million and $0.8 million, respectively.
We expect product development expenses to remain relatively consistent or decrease slightly on an absolute dollar basis in 2024 compared to 2023, but decrease as a percentage of net revenue as our distributed operations provide leverage.
General and Administrative. Our general and administrative expenses primarily consist of employee costs (including bonuses and stock-based compensation expense) for our executive, finance, user operations, legal, people operations and other administrative employees. Our general and administrative expenses also include our provision for doubtful accounts, certain consulting and professional services costs, including litigation settlements, as well as allocated workplace and other supporting overhead costs.
General and administrative expenses for the three months ended September 30, 2024 increased compared to the prior-year period primarily due to the $5.9 million impairment charge related to the subleases of certain office space in Toronto and San Francisco. See Note 8, “Leases,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail.
This increase during the three-month period was partially offset by:
•a decrease in our provision for doubtful accounts of $0.9 million primarily due to the release of a higher amount of bad debt reserves compared to the prior-year period; and
•a decrease in employee costs of $0.8 million primarily driven by lower average headcount.
General and administrative expenses for the nine months ended September 30, 2024 decreased compared to the prior-year period due to:
•an $11.0 million loss contingency recorded in the prior-year periods in connection with the agreement to settle a putative class action lawsuit asserting claims under the California Invasion of Privacy Act (the “CIPA Action”). See Note 12, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail;
•a decrease in employee costs of $5.3 million primarily driven by lower average headcount; and
•a decrease in workplace operating costs of $1.2 million, primarily due to reductions in our leased office space.
These decreases during the nine-month period were partially offset by:
•an increase in our provision for doubtful accounts of $8.4 million due to higher anticipated customer delinquencies and an increase in advertising revenue, partially offset by the release of higher amount of bad debt reserves compared to the prior-year period; and
•an increase of $2.4 million in impairment charges related to the subleases of certain office space in Toronto and San Francisco in the current year, partially offset by the impairment charge incurred in the prior-year period related to the abandonment of another office space in San Francisco. See Note 8, “Leases,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail.
We expect general and administrative expenses to decrease in 2024 compared to 2023. However, adjusting for the litigation loss contingency and impairment charges, we expect general and administrative expenses to remain relatively consistent or increase slightly on an absolute dollar basis and remain relatively consistent as a percentage of net revenue in 2024 compared to 2023.
Depreciation and Amortization. Depreciation and amortization expense primarily consists of depreciation on computer equipment, software, leasehold improvements, capitalized website and internal-use software development costs, and amortization of purchased intangible assets.
Depreciation and amortization expense for the three and nine months ended September 30, 2024 decreased compared to the prior-year periods primarily due to decreases in depreciation expense of leasehold improvements from asset retirements related to lease abandonments and expirations as well as certain other assets becoming fully depreciated.
Other Income, Net
Other income, net consists primarily of the interest income earned on our cash, cash equivalents and marketable securities, research and development tax credits, the portion of our sublease income in excess of our lease cost, accretion of discounts and amortization of premiums on investments, credit facility fees, foreign exchange gains and losses and, in the nine months ended September 30, 2024, the release of a reserve related to a one-time payroll tax credit.
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Other income, net for the three and nine months ended September 30, 2024 increased compared to the prior-year periods, due to higher tax incentives of $0.7 million and $2.4 million, respectively, related to research and development activity in the United Kingdom. For the nine-month period, the increase was also driven by the release of a $3.1 million reserve related to a one-time payroll tax credit and $2.8 million of higher interest income earned on our cash, cash equivalents and marketable securities due to higher federal interest rates.
Provision for (Benefit from) Income Taxes
Provision for (benefit from) income taxes consists of: federal and state income taxes in the United States and income taxes in certain foreign jurisdictions; deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Provision for income taxes for the three and nine months ended September 30, 2024 increased from the prior-year periods primarily due to increases in profit before tax and annual effective tax rate for the current-year periods as well as a decrease in the discrete tax benefits related to the federal and state tax provision to return adjustments.
As of December 31, 2023, we had approximately $119.4 million in net deferred tax assets (“DTAs”). As of September 30, 2024, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that some or all of these DTAs will not be realized. Therefore, unless we are able to generate sufficient taxable income from our operations, a substantial valuation allowance may be required to reduce our DTAs, which would materially increase our expenses in the period in which we recognize the allowance and have a materially adverse impact on our condensed consolidated financial statements. The exact timing and amount of the valuation allowance recognition are subject to change on the basis of the net income that we are able to actually achieve. We will continue to evaluate the possible recognition of a valuation allowance on a quarterly basis.
Non-GAAP Financial Measures
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). However, we have also disclosed below adjusted EBITDA, adjusted EBITDA margin and free cash flow, each of which is a non-GAAP financial measure.
Adjusted EBITDA and free cash flow have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, adjusted EBITDA and free cash flow should not be viewed as substitutes for, or superior to, net income (loss) or net cash provided by (used in) operating activities prepared in accordance with GAAP as measures of profitability or liquidity. Some of these limitations are:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•adjusted EBITDA does not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;
•adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
•adjusted EBITDA does not take into account certain income and expense items, such as material litigation settlements, impairment charges and fees related to shareholder activism, or other costs that management determines are not indicative of ongoing operating performance;
•free cash flow does not represent the total residual cash flow available for discretionary purposes because it does not reflect our contractual commitments or obligations; and
•other companies, including those in our industry, may calculate adjusted EBITDA and free cash flow differently, which reduces their usefulness as comparative measures.
Because of these limitations, you should consider adjusted EBITDA, adjusted EBITDA margin and free cash flow alongside other financial performance measures, including net income (loss), net cash provided by (used in) operating activities and our other GAAP results.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items, such as material litigation settlements, impairment
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charges and fees related to shareholder activism, and other items that we deem not to be indicative of our ongoing operating performance.
Adjusted EBITDA margin. Adjusted EBITDA margin is a non-GAAP financial measure that we calculate as adjusted EBITDA divided by net revenue.
The following is a reconciliation of net income to adjusted EBITDA, as well as the calculation of net income margin and adjusted EBITDA margin, for the periods presented (in thousands, except percentages):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Reconciliation of Net Income to Adjusted EBITDA:
Net income$38,440 $58,216 $90,630 $71,767 
Provision for (benefit from) income taxes15,443 (10,189)32,263 (475)
Other income, net(1)
(7,231)(6,154)(25,277)(17,264)
Depreciation and amortization9,326 10,461 28,841 31,881 
Stock-based compensation39,472 43,467 123,396 133,304 
Litigation settlement(2)(3)
— — — 11,000 
Asset impairment(2)
5,914 — 5,914 3,555 
Fees related to shareholder activism(2)
— 671 1,168 671 
Adjusted EBITDA$101,364 $96,472 $256,935 $234,439 
Net revenue$360,344 $345,122 $1,050,112 $994,686 
Net income margin11 %17 %9 %7 %
Adjusted EBITDA margin28 %28 %24 %24 %
(1)    Includes the release of a $3.1 million reserve related to a one-time payroll tax credit in the nine months ended September 30, 2024.
(2)    Recorded within general and administrative expenses on our condensed consolidated statements of operations.
(3)    Represents the loss contingency recorded in connection with the agreement to settle the CIPA Action. Note that this amount does not include any legal fee reimbursements that we had expected to receive related to this matter; we do not adjust for legal fees and related reimbursements, which we consider to be part of our ongoing operations. See Note 12, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for additional information.
Free Cash Flow. Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities, less cash used for purchases of property, equipment and software.
The following is a reconciliation of net cash provided by operating activities to free cash flow for the periods presented (in thousands):
Nine Months Ended
September 30,
20242023
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow:
Net cash provided by operating activities$214,842 $227,110 
Purchases of property, equipment and software(26,337)(20,850)
Free cash flow$188,505 $206,260 
Net cash used in investing activities$(34,440)$(46,465)
Net cash used in financing activities$(233,007)$(183,232)
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Liquidity and Capital Resources
Sources of Liquidity
Our principal sources of liquidity are our cash and cash equivalents, marketable securities and cash generated from operations. As of September 30, 2024, we had cash and cash equivalents of $261.6 million and marketable securities of $135.4 million. Cash and cash equivalents consist of cash, money market funds and investments with original maturities of three months or less. Our cash held internationally as of September 30, 2024 was $37.1 million. As of September 30, 2024, we also had $10.0 million of investments in certificates of deposit with minority-owned financial institutions.
Our investment portfolio comprises highly rated marketable securities that are classified as available-for-sale on our condensed consolidated balance sheets, and our investment policy limits the amount of credit exposure to any one issuer. The policy generally requires securities to be investment grade (i.e., rated ‘A’ or higher by bond rating firms) with the objective of minimizing the potential risk of principal loss.
On April 28, 2023, we entered into a Revolving Credit and Guaranty Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for a five-year $125.0 million senior secured revolving credit facility (the “2023 credit facility”). The 2023 credit facility replaced our previous $75.0 million revolving credit facility entered into on May 5, 2020 with Wells Fargo Bank, N.A., which terminated concurrently with the establishment of the 2023 credit facility. The 2023 credit facility includes a $25.0 million letter of credit sub-limit, a $25.0 million bilateral letter of credit facility and an accordion option, which, if exercised, would allow us to increase the aggregate commitments by up to $250.0 million, plus additional amounts if we are able to satisfy a leverage test, subject to certain conditions. The 2023 credit facility provides us with the ability to access backup liquidity to fund working capital and for other capital requirements, as needed.
As of September 30, 2024, we were in compliance with all covenants and there were no loans outstanding under the 2023 credit facility. We had $14.0 million of letters of credit under the sub-limit primarily related to lease agreements for certain office locations, which are required to be maintained and issued to the landlords of each facility, and $111.0 million remained available under the 2023 credit facility as of September 30, 2024.
For additional details regarding the 2023 credit facility, see Note 12, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report.
Material Cash Requirements
Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” included under Part I, Item 1A in our Annual Report. We believe that our existing cash, cash equivalents and marketable securities, together with any cash generated from operations, will be sufficient to meet our material cash requirements in the next 12 months and beyond, including: working capital requirements; our anticipated repurchases of common stock pursuant to our stock repurchase program; payment of taxes related to the net share settlement of equity awards; payment of lease costs related to our operating leases; the potential payment of a higher amount of income taxes in 2024 and beyond due to, among other things, the requirement to capitalize and amortize certain research and development expenses under the U.S. Tax Cuts and Jobs Act; purchases of property, equipment and software and website hosting services; and payment of cash consideration related to our planned acquisition of RepairPal. However, this estimate is based on a number of assumptions that may prove to be materially different and we could fully utilize our available cash, cash equivalents and marketable securities earlier than presently anticipated. We are not able to reasonably estimate the timing of future cash flows related to $41.6 million of uncertain tax positions. We may be required to draw down funds from our revolving credit facility or seek additional funds through equity or debt financings to respond to business challenges associated with the uncertain macroeconomic environment or other challenges, including the need to develop new features and products or enhance existing services, improve our operating infrastructure or acquire complementary businesses and technologies.
We lease office facilities under operating lease agreements that expire from 2024 to 2031. Our cash requirements related to these lease agreements are $58.2 million, of which $29.9 million is expected to be paid within the next 12 months. The total lease obligations are partially offset by our future minimum rental receipts to be received under non-cancelable subleases of $22.7 million. See Note 8, “Leases,” of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 in this Quarterly Report for further detail on our operating lease obligations.
Our cash requirements related to purchase obligations consisting of non-cancelable agreements to purchase goods and services required in the ordinary course of business — primarily website hosting services — are approximately $187.0 million, of which approximately $55.6 million is expected to be paid within the next 12 months.
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The cost of capital associated with any additional funds sought in the future might be adversely impacted by the effects of macroeconomic conditions on our business. Additionally, amounts deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits, as applicable. These cash and cash equivalents could be impacted if the underlying financial institutions fail or are subjected to other adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our invested cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets.
Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
Nine Months Ended
September 30,
20242023
Net cash provided by operating activities$214,842 $227,110 
Net cash used in investing activities$(34,440)$(46,465)
Net cash used in financing activities$(233,007)$(183,232)
Operating Activities. Net cash provided by operating activities during the nine months ended September 30, 2024 decreased by $12.3 million compared to the prior-year period, primarily due to an increase of $26.9 million in income taxes paid, higher employee-related payments of $17.4 million for salaries, commissions, bonuses and benefits, mainly due to higher cost of labor as well as a shift towards a compensation mix that emphasizes cash over equity, and the payment of $15.0 million to settle the CIPA Action in the current-year period. The higher cash outflow was also driven by higher operating expenses, including an increase of $12.9 million in payments to vendors, as well as other increases that are not individually significant. These cash outflows were partially offset by an increase of $68.6 million in cash collected from customers primarily due to the increase in revenue.
Investing Activities. Net cash used in investing activities during the nine months ended September 30, 2024 decreased compared to the prior-year period primarily due to a decrease in net purchases of marketable securities, partially offset by an increase in capitalized website and internal-use software development costs.
Financing Activities. Net cash used in financing activities during the nine months ended September 30, 2024 increased compared to the prior-year period primarily due to an increase in repurchases of our common stock and a decrease in proceeds from stock option exercises.
Stock Repurchase Program
Since its initial authorization in July 2017, our board of directors has authorized us to repurchase up to an aggregate of $1.95 billion of our outstanding common stock, $367.2 million of which remained available as of November 1, 2024.
We may repurchase shares at our discretion in the open market, privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing. The program is not subject to any time limit and may be modified, suspended or discontinued at any time. The amount and timing of repurchases are subject to a variety of factors, including liquidity, cash flow and market conditions.
During the nine months ended September 30, 2024, we repurchased on the open market 4,979,329 shares for an aggregate purchase price of $188.4 million.
We have funded all repurchases to date and currently expect to fund any future repurchases with cash and cash equivalents available on our condensed consolidated balance sheet.
35
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates and assumptions are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from those estimates. Due to macroeconomic conditions and other factors, certain estimates and assumptions have required and may continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may materially change in future periods.
We believe that the assumptions and estimates associated with revenue recognition, website and internal-use software development costs and income taxes have the greatest potential impact on our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of business. These risks primarily include interest rate, foreign exchange risks and inflation, and have not changed materially from the market risks we were exposed to in the year ended December 31, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by the collusion of two or more people or by management override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
36
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For information regarding material legal proceedings in which we are involved, see “Legal Proceedings” in Note 12, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, which is incorporated herein by reference. We are also subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently do not believe that the final outcome of any of these other matters will have a material effect on our business, financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
Except as set forth below, there have been no material changes to the risks factors set forth in the section titled “Risk Factors” included under Part I, Item 1A of our Annual Report, which describes various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock. You should carefully consider the risks and uncertainties described in the Annual Report before making an investment decision.
If we fail to generate, maintain and recommend sufficient content from our users that consumers find relevant, helpful and reliable, our traffic and revenue will be negatively affected.
Our success depends on our ability to attract consumer traffic with valuable content, which in turn depends on the quantity and quality of the content provided by our users, as well as consumer perceptions of the relevance, helpfulness and reliability of that content. We may be unable to provide consumers with valuable information if our users do not contribute sufficient content or if our users remove content they previously submitted. For example, users may be unwilling to contribute content as a result of concerns that they may be harassed or sued by the businesses they review, instances of which have occurred in the past and may occur again in the future.
Consumers also may not find the content on our platform to be valuable if they do not perceive it as relevant, helpful or reliable. For example, we do not phase out or remove dated reviews, and consumers may view older reviews as less relevant or reliable than more recent reviews. If the high concentration of reviews in our restaurants and shopping categories creates a perception that our platform is primarily limited to these categories, consumers may not believe that we can provide them with helpful information about businesses in other categories and seek that information elsewhere.
Our automated recommendation software is a critical part of our efforts to provide consumers with relevant, helpful and reliable content. However, although we have designed our technology to avoid recommending content that we believe to be biased, unreliable or otherwise unhelpful, we cannot guarantee that our efforts will be successful, or that each of the recommended reviews available on our platform at any given time is useful or reliable. If our automated software does not recommend helpful content or recommends unhelpful content, consumers may reduce or stop their use of our platform.
Even if we are successful in our efforts to generate, maintain and recommend valuable content, our ability to attract consumer traffic may nonetheless be harmed if consumers can find equivalent content through other services. From time to time, other companies copy information from our platform, or from other sources on the internet that may have obtained information from our platform, without our permission, including through website scraping, robots or other means, and publish or aggregate it with other information for their own benefit. This may make them more competitive and may decrease the likelihood that consumers will visit our platform to find the local businesses and information they seek; it may also negatively impact our ability to license content from our platform. Because web scraping is a common method for gathering data for use with AI models, the increasing prevalence of products incorporating AI has exacerbated this risk; we have discovered AI-powered products using content originally from our platform without our permission and expect we will continue to do so from time to time in the future. Though we strive to detect and prevent this third-party conduct, we may not be able to detect it in a timely manner and, even if we could, may not be able to prevent it. In some cases, particularly in the case of third parties operating outside of the United States, our available remedies may be inadequate to protect us against such conduct.
We may acquire or invest in other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results. We may also be unable to realize the expected benefits and synergies of any acquisitions or investments.
Our success will depend, in part, on our ability to expand our product offerings and grow our business in response to changing technologies, user and advertiser demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses or technologies rather than through internal development. For example, on November 6, 2024, we agreed to acquire RepairPal to expand our offerings in the auto services category. Similarly, we may pursue investments in privately held companies in furtherance of our strategic objectives. We have limited experience as a
37
company in the complex processes of acquiring and investing in businesses and technologies. The pursuit of potential future acquisitions or investments may divert the attention of management and in many cases causes us to incur expenses in identifying, investigating and pursuing transactions, whether or not they are consummated. If we do not complete an announced strategic transaction, such as our pending acquisition of RepairPal, or we do not complete it within the time frame we anticipate, our business and financial results could be harmed.
Acquisitions that are consummated could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations. The incurrence of debt in particular could result in increased fixed obligations or include covenants or other restrictions that would impede our ability to manage our operations. In addition, any transactions we announce could be viewed negatively by users, businesses or investors. We may also fail to accurately forecast the financial impact of a transaction, including tax and accounting charges.
We have in the past and may in the future discover liabilities or deficiencies associated with the companies or assets we acquire or invest in that we did not identify in advance, which may result in significant unanticipated costs or losses. The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.
In order to realize the expected benefits and synergies of any acquisition that is consummated, we must meet a number of significant challenges that may create unforeseen operating difficulties and expenditures, including:
•integrating operations, strategies, services, sites and technologies of an acquired company;
•managing the post-transaction business effectively;
•retaining and assimilating the employees of an acquired company;
•retaining existing customers and strategic partners, and minimizing disruption to existing relationships, as a result of any integration of new personnel or departure of existing personnel;
•difficulties in the assimilation of corporate cultures;
•implementing and retaining uniform standards, controls, procedures, policies and information systems; and
•addressing risks related to the business of an acquired company that may continue to impact the business following the acquisition.
Any inability to integrate services, sites and technologies, operations or personnel in an efficient and timely manner could harm our results of operations. Transition activities are complex and require significant time and resources, and we may not manage the process successfully, particularly if we are managing multiple transactions concurrently. Our ability to integrate complex acquisitions is unproven, particularly with respect to companies that have significant operations or that develop products with which we do not have prior experience. We expect to invest resources to support any future acquisitions, which will result in ongoing operating expenses and may divert resources and management attention from other areas of our business. We cannot assure you that these investments will be successful. Even if we are able to integrate the operations of any acquired company successfully, we may not realize the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible from the transaction, or we may not achieve these benefits within a reasonable period of time.
Similarly, investments in private companies are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced into the market. The success of any such investment is typically dependent on a liquidity event, such as a public offering or acquisition. If any company in which we invest decreases in value, we could lose all or part of our investment. These risks would be heightened to the extent any such investment is a minority investment in which we have limited management or operational control over the business.
38
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table summarizes our stock repurchase activity for the three months ended September 30, 2024 (in thousands, except for price per share):
Period
Total Number
of Shares Purchased(1)
Average Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
July 1 - July 31, 2024677 $36.55 677 $430,976 
August 1 - August 31, 202436 $36.64 36 $429,659 
September 1 - September 30, 20241,068 $34.08 1,068 $393,260 
(1)    Since the initial authorization of our Stock Repurchase Program in July 2017, our Board authorized us to repurchase up to an aggregate of $1.95 billion of our outstanding common stock, including the $500.0 million authorized in February 2024, of which $367.2 million remained available as of November 1, 2024. The actual timing and amount of repurchases depend on a variety of factors, including liquidity, cash flow and market conditions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Stock Repurchase Program” included under Part I, Item 2 in this Quarterly Report.
(2)    Average price paid per share includes costs associated with the repurchases but excludes the 1% excise tax accrued on our share repurchases, net of shares issued, as a result of the Inflation Reduction Act of 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
On August 29, 2024, David Schwarzbach, our Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan provides for the sale of an aggregate of up to 120,000 shares of our common stock. The plan will terminate on the earlier of October 31, 2025 or when all shares subject to the plan have been sold, subject to early termination for certain specified events set forth in the plan.
On August 30, 2024, Craig Saldanha, our Chief Product Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan provides for the sale of an aggregate of up to 10,000 shares of our common stock. The plan will terminate on the earlier of August 29, 2025 or when all shares subject to the plan have been sold, subject to early termination for certain specified events set forth in the plan.
39
ITEM 6. EXHIBITS.

Incorporated by Reference
Exhibit Number
Exhibit DescriptionFormFile No.ExhibitFiling Date
Filed Herewith
8-K001-354443.17/8/2020
8-K001-354443.13/15/2023
X
X
X
101.INSInline XBRL Instance Document (embedded within the Inline XBRL document).
101.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
†    The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
YELP INC.
Date: November 8, 2024/s/ David Schwarzbach
David Schwarzbach
Chief Financial Officer
 (Principal Financial and Accounting Officer and Duly Authorized Signatory)



EXHIBIT 31.1
CERTIFICATION
I, Jeremy Stoppelman, certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of Yelp Inc.;
 
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:November 8, 2024
 
/s/ Jeremy Stoppelman
 
Jeremy Stoppelman
Chief Executive Officer



EXHIBIT 31.2
CERTIFICATION
I, David Schwarzbach, certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of Yelp Inc.;
 
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:November 8, 2024
 
/s/ David Schwarzbach
 
David Schwarzbach
Chief Financial Officer



EXHIBIT 32.1
CERTIFICATION
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jeremy Stoppelman, Chief Executive Officer of Yelp Inc. (the “Company”), and David Schwarzbach, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:
1.     
The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
 
2.The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
In Witness Whereof, the undersigned have set their hands hereto as of the 8th day of November, 2024.
/s/ Jeremy Stoppelman /s/ David Schwarzbach
Jeremy StoppelmanDavid Schwarzbach
Chief Executive OfficerChief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.


v3.24.3
COVER PAGE - shares
 9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-35444  
Entity Registrant Name YELP INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-1854266  
Entity Address, Address Line One 350 Mission Street, 10th Floor  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94105  
City Area Code (415)  
Local Phone Number 908-3801  
Title of 12(b) Security Common Stock, par value $0.000001 per share  
Trading Symbol YELP  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   65,817,690
Amendment Flag false  
Entity Central Index Key 0001345016  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 261,588 $ 313,911
Short-term marketable securities 135,426 127,485
Accounts receivable (net of allowance for doubtful accounts of $16,373 and $13,768 at September 30, 2024 and December 31, 2023, respectively) 155,131 146,147
Prepaid expenses and other current assets 38,083 36,673
Total current assets 590,228 624,216
Property, equipment and software, net 73,991 68,684
Operating lease right-of-use assets 28,380 48,573
Goodwill 104,433 103,886
Intangibles, net 6,638 7,638
Other non-current assets 176,538 161,726
Total assets 980,208 1,014,723
Current liabilities:    
Accounts payable and accrued liabilities 134,746 132,809
Operating lease liabilities — current 28,022 39,234
Deferred revenue 7,601 3,821
Total current liabilities 170,369 175,864
Operating lease liabilities — long-term 25,905 48,065
Other long-term liabilities 44,394 41,260
Total liabilities 240,668 265,189
Commitments and contingencies (Note 12)
Stockholders’ equity:    
Common stock, $0.000001 par value — 200,000 shares authorized, 66,638 shares issued and outstanding at September 30, 2024, and 68,864 shares issued and outstanding at December 31, 2023 0 0
Additional paid-in capital 1,873,678 1,786,667
Treasury stock (2,907) (282)
Accumulated other comprehensive loss (10,535) (12,202)
Accumulated deficit (1,120,696) (1,024,649)
Total stockholders’ equity 739,540 749,534
Total liabilities and stockholders’ equity $ 980,208 $ 1,014,723
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]        
Allowance for doubtful accounts $ 16,373 $ 13,768 $ 10,889 $ 9,277
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) 66,638,000 68,864,000    
Common stock, shares outstanding (in shares) 66,638,000 68,864,000    
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net revenue $ 360,344 $ 345,122 $ 1,050,112 $ 994,686
Costs and expenses:        
Cost of revenue (exclusive of depreciation and amortization shown separately below) 32,382 28,370 90,414 84,613
Sales and marketing 144,631 137,703 442,715 424,308
Product development 77,748 81,020 251,055 254,247
General and administrative 49,605 45,695 139,471 145,609
Depreciation and amortization 9,326 10,461 28,841 31,881
Total costs and expenses 313,692 303,249 952,496 940,658
Income from operations 46,652 41,873 97,616 54,028
Other income, net 7,231 6,154 25,277 17,264
Income before income taxes 53,883 48,027 122,893 71,292
Provision for (benefit from) income taxes 15,443 (10,189) 32,263 (475)
Net income attributable to common stockholders $ 38,440 $ 58,216 $ 90,630 $ 71,767
Net income per share attributable to common stockholders        
Basic (in USD per share) $ 0.57 $ 0.84 $ 1.34 $ 1.03
Diluted (in USD per share) $ 0.56 $ 0.79 $ 1.27 $ 0.98
Weighted-average shares used to compute net income per share attributable to common stockholders        
Basic (in shares) 67,219 69,030 67,862 69,366
Diluted (in shares) 69,163 73,566 71,109 72,920
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income attributable to common stockholders $ 38,440 $ 58,216 $ 90,630 $ 71,767
Other comprehensive income (loss):        
Foreign currency translation adjustments, net of tax 2,905 (1,502) 1,223 429
Unrealized gain (loss) on available-for-sale debt securities, net of tax 694 100 444 (162)
Other comprehensive income (loss) 3,599 (1,402) 1,667 267
Comprehensive income $ 42,039 $ 56,814 $ 92,297 $ 72,034
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Additional Paid-In Capital
Treasury Stock
Accumulated Other Comprehensive Loss
Accumulated Deficit
Balance (in shares) at Dec. 31, 2022   69,797        
Balance at beginning at Dec. 31, 2022 $ 710,324 $ 0 $ 1,649,692 $ 0 $ (15,545) $ (923,823)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock upon exercises of employee stock options (in shares)   785        
Issuance of common stock upon exercises of employee stock options 17,975   17,975      
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares)   2,479        
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net 0          
Issuance of common stock for employee stock purchase plan (in shares)   382        
Issuance of common stock for employee stock purchase plan 10,977   10,977      
Stock-based compensation (inclusive of capitalized stock-based compensation) 139,988   139,988      
Taxes withheld related to net share settlement of equity awards (61,458)   (61,458)      
Repurchases of common stock (150,266)     (150,266)    
Retirement of common stock (in shares)   (4,481)        
Retirement of common stock 0     149,999   (149,999)
Other comprehensive (loss) income 267       267  
Net income 71,767         71,767
Balance (in shares) at Sep. 30, 2023   68,962        
Balance at end at Sep. 30, 2023 739,574 $ 0 1,757,174 (267) (15,278) (1,002,055)
Balance (in shares) at Jun. 30, 2023   69,287        
Balance at beginning at Jun. 30, 2023 708,602 $ 0 1,732,909 (159) (13,876) (1,010,272)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock upon exercises of employee stock options (in shares)   69        
Issuance of common stock upon exercises of employee stock options 2,426   2,426      
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares)   821        
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net 0          
Issuance of common stock for employee stock purchase plan (in shares)   2        
Issuance of common stock for employee stock purchase plan 65   65      
Stock-based compensation (inclusive of capitalized stock-based compensation) 44,826   44,826      
Taxes withheld related to net share settlement of equity awards (23,052)   (23,052)      
Repurchases of common stock (50,107)     (50,107)    
Retirement of common stock (in shares)   (1,217)        
Retirement of common stock 0     49,999   (49,999)
Other comprehensive (loss) income (1,402)       (1,402)  
Net income 58,216         58,216
Balance (in shares) at Sep. 30, 2023   68,962        
Balance at end at Sep. 30, 2023 $ 739,574 $ 0 1,757,174 (267) (15,278) (1,002,055)
Balance (in shares) at Dec. 31, 2023 68,864 68,864        
Balance at beginning at Dec. 31, 2023 $ 749,534 $ 0 1,786,667 (282) (12,202) (1,024,649)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock upon exercises of employee stock options (in shares) 37 37        
Issuance of common stock upon exercises of employee stock options $ 1,244   1,244      
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares)   2,245        
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net 0          
Issuance of common stock for employee stock purchase plan (in shares)   388        
Issuance of common stock for employee stock purchase plan 12,192   12,192      
Stock-based compensation (inclusive of capitalized stock-based compensation) 131,929   131,929      
Taxes withheld related to net share settlement of equity awards (58,354)   (58,354)      
Repurchases of common stock (189,302)     (189,302)    
Retirement of common stock (in shares)   (4,896)        
Retirement of common stock 0     186,677   (186,677)
Other comprehensive (loss) income 1,667       1,667  
Net income $ 90,630         90,630
Balance (in shares) at Sep. 30, 2024 66,638 66,638        
Balance at end at Sep. 30, 2024 $ 739,540 $ 0 1,873,678 (2,907) (10,535) (1,120,696)
Balance (in shares) at Jun. 30, 2024   67,622        
Balance at beginning at Jun. 30, 2024 735,347 $ 0 1,848,677 (806) (14,134) (1,098,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock upon vesting of restricted stock units ("RSUs"), net (in shares)   714        
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net 0          
Stock-based compensation (inclusive of capitalized stock-based compensation) 41,954   41,954      
Taxes withheld related to net share settlement of equity awards (16,953)   (16,953)      
Repurchases of common stock (62,847)     (62,847)    
Retirement of common stock (in shares)   (1,698)        
Retirement of common stock 0     60,746   (60,746)
Other comprehensive (loss) income 3,599       3,599  
Net income $ 38,440         38,440
Balance (in shares) at Sep. 30, 2024 66,638 66,638        
Balance at end at Sep. 30, 2024 $ 739,540 $ 0 $ 1,873,678 $ (2,907) $ (10,535) $ (1,120,696)
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating Activities    
Net income $ 90,630 $ 71,767
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 28,841 31,881
Provision for doubtful accounts 35,111 26,664
Stock-based compensation 123,396 133,304
Amortization of right-of-use assets 11,363 22,848
Deferred income taxes (17,408) (8,845)
Amortization of deferred contract cost 18,604 17,818
Asset impairment 5,914 3,555
Other adjustments, net (2,717) (229)
Changes in operating assets and liabilities:    
Accounts receivable (44,095) (54,395)
Prepaid expenses and other assets (14,302) 3,101
Operating lease liabilities (29,333) (30,255)
Accounts payable, accrued liabilities and other liabilities 8,838 9,896
Net cash provided by operating activities 214,842 227,110
Investing Activities    
Purchases of marketable securities — available-for-sale (89,251) (115,388)
Sales and maturities of marketable securities — available-for-sale 83,380 89,613
Purchases of other investments (2,500) 0
Purchases of property, equipment and software (26,337) (20,850)
Other investing activities 268 160
Net cash used in investing activities (34,440) (46,465)
Financing Activities    
Proceeds from issuance of common stock for employee stock-based plans 13,436 28,958
Taxes paid related to the net share settlement of equity awards (58,044) (61,142)
Repurchases of common stock (188,399) (149,999)
Payment of issuance costs for credit facility 0 (1,049)
Net cash used in financing activities (233,007) (183,232)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 580 903
Change in cash, cash equivalents and restricted cash (52,025) (1,684)
Cash, cash equivalents and restricted cash — Beginning of period 314,002 307,138
Cash, cash equivalents and restricted cash — End of period 261,977 305,454
Supplemental Disclosures of Other Cash Flow Information    
Cash paid for income taxes, net 35,731 8,800
Supplemental Disclosures of Noncash Investing and Financing Activities    
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities 2,593 1,064
Repurchases of common stock recorded in accounts payable and accrued liabilities 1,411 2,677
Excise tax accrued on net stock repurchases $ 903 $ 267
v3.24.3
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION
 9 Months Ended
Sep. 30, 2024
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 is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust Yelp for its extensive ratings and reviews of businesses across a broad range of categories, while businesses advertise on Yelp to reach its large audience of purchase-oriented and generally affluent consumers. Yelp has operations in the United States, United Kingdom, Canada, Ireland and Germany.
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 Annual Report.
The unaudited condensed consolidated balance sheet as of December 31, 2023 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. Certain prior-period amounts have been reclassified to conform to the current period presentation, including combining transactions revenue into other revenue.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented.
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, 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. Items that require estimates, judgments or assumptions include, but are not limited to, determining variable consideration and identifying the nature and timing of satisfaction of performance obligations, allowance for doubtful accounts and credit losses, fair value and estimated useful lives of long- and indefinite-lived assets, litigation loss contingencies, liabilities related to incurred but not reported insurance claims, fair value and achievement of targets for performance-based restricted stock units (“PRSUs”) and income taxes. These estimates, judgments and assumptions are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates due to macroeconomic uncertainty and other factors.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies from those described in the Annual Report.
Recent Accounting Pronouncements Not Yet Effective
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about
significant segment expenses. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and should be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-07 on its related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2024-03 on its related disclosures.
v3.24.3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 9 Months Ended
Sep. 30, 2024
Cash and Cash Equivalents [Abstract]  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash, cash equivalents and restricted cash as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Cash$104,011 $105,959 
Cash equivalents157,577 207,952 
Total cash and cash equivalents261,588 313,911 
Restricted cash389 91 
Total cash, cash equivalents and restricted cash$261,977 $314,002 
Restricted cash is included in other non-current assets on the Company’s condensed consolidated balance sheets.
v3.24.3
MARKETABLE SECURITIES
 9 Months Ended
Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
MARKETABLE SECURITIES MARKETABLE SECURITIES
Short-term investments and certain cash equivalents consist of investments in debt securities that are classified as available-for-sale. The amortized cost, gross unrealized gains and losses and fair value of investments as of September 30, 2024 and December 31, 2023 were as follows (in thousands):
September 30, 2024
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
Commercial paper$776 $— $— $776 
Total cash equivalents776 — — 776 
Short-term marketable securities:
Certificates of deposit1,282 — — 1,282 
Commercial paper10,083 — — 10,083 
Corporate bonds40,143 202 (7)40,338 
Agency bonds3,218 2 — 3,220 
U.S. government securities80,104 421 (22)80,503 
Total short-term marketable securities134,830 625 (29)135,426 
Total$135,606 $625 $(29)$136,202 

December 31, 2023
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
U.S. government securities$1,612 $— $— $1,612 
Total cash equivalents1,612 — — 1,612 
Short-term marketable securities:
Certificates of deposit1,537 — — 1,537 
Commercial paper1,058 — — 1,058 
Corporate bonds19,833 16 (92)19,757 
Agency bonds17,660 4 (17)17,647 
U.S. government securities87,414 241 (169)87,486 
Total short-term marketable securities127,502 261 (278)127,485 
Total$129,114 $261 $(278)$129,097 
The following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of September 30, 2024 and December 31, 2023, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands):
September 30, 2024
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$4,777 $(6)$1,330 $(1)$6,107 $(7)
U.S. government securities3,294 (2)18,513 (20)21,807 (22)
Total$8,071 $(8)$19,843 $(21)$27,914 $(29)
December 31, 2023
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$2,130 $(9)$12,104 $(83)$14,234 $(92)
Agency bonds14,409 (17)— — 14,409 (17)
U.S. government securities27,763 (135)6,231 (34)33,994 (169)
Total$44,302 $(161)$18,335 $(117)$62,637 $(278)
For the nine months ended September 30, 2024 and 2023, the Company did not recognize any credit loss related to available-for-sale marketable securities.
The contractual maturities for marketable securities classified as available-for-sale as of September 30, 2024 were as follows (in thousands):
Amortized CostFair Value
Due in one year or less$79,932 $80,138 
Due in one to five years55,674 56,064 
Total$135,606 $136,202 
v3.24.3
FAIR VALUE MEASUREMENTS
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Company’s investments in money market accounts are recorded as cash equivalents at fair value on the condensed consolidated balance sheets. Additionally, the Company carries its available-for-sale debt securities at fair value. See Note 3, “Marketable Securities,” for further details.
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 certificates of deposit, commercial paper, corporate bonds, agency bonds and U.S. government securities 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 fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis, as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
 Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents: 
Money market funds$129,653 $— $— $129,653 $180,270 $— $— $180,270 
U.S. government securities— — — — — 1,612 — 1,612 
Commercial paper— 776 — 776 — — — — 
Marketable securities:
Certificates of deposit— 1,282 — 1,282 — 1,537 — 1,537 
Commercial paper— 10,083 — 10,083 — 1,058 — 1,058 
Corporate bonds— 40,338 — 40,338 — 19,757 — 19,757 
Agency bonds— 3,220 — 3,220 — 17,647 — 17,647 
U.S. government securities— 80,503 — 80,503 — 87,486 — 87,486 
Other investments:
Certificates of deposit— 10,000 — 10,000 — 7,500 — 7,500 
Total cash equivalents, marketable securities and other investments$129,653 $146,202 $— $275,855 $180,270 $136,597 $— $316,867 
The certificates of deposit that are categorized as other investments with original maturities of one year or less are reflected in prepaid expenses and other current assets on the condensed consolidated balance sheets. Those with original maturities of more than one year are reflected in other non-current assets.
Certain long- and indefinite-lived assets are recognized at fair value on a nonrecurring basis, including assets that are written down as a result of an impairment. The Company recognized impairment charges related to right-of-use (“ROU”) assets and leasehold improvements associated with certain office space that it subleased or abandoned during the nine months ended September 30, 2024 and 2023. See Note 8, “Leases,” for further details. The Company estimated the fair value of these assets as of the impairment dates using an income approach based on discounted cash flows expected to be received for the subleased or abandoned properties. This valuation technique relied on certain assumptions made by management based on both internal and external data, such as the incremental borrowing rates used to discount these cash flows to their present values. As a result, these assets are classified within Level 3 of the fair value hierarchy.
v3.24.3
PREPAID EXPENSES AND OTHER CURRENT ASSETS
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
PREPAID EXPENSES AND OTHER CURRENT ASSETS PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Prepaid expenses$16,282 $14,922 
Certificates of deposit7,500 5,000 
Other current assets14,301 16,751 
Total prepaid expenses and other current assets$38,083 $36,673 
As of September 30, 2024, other current assets primarily consisted of income taxes receivable, deferred costs related to subleases as well as unsettled share repurchases
v3.24.3
PROPERTY, EQUIPMENT AND SOFTWARE, NET
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, EQUIPMENT AND SOFTWARE, NET PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Capitalized website and internal-use software development costs$289,146 $258,059 
Leasehold improvements(1)
56,187 57,403 
Computer equipment28,796 50,014 
Furniture and fixtures9,018 10,336 
Telecommunication280 4,175 
Software1,105 1,113 
Total384,532 381,100 
Less accumulated depreciation and amortization(1)
(310,541)(312,416)
Property, equipment and software, net$73,991 $68,684 
(1)    Leasehold improvements, net was reduced to reflect an impairment of $1.3 million recorded during the nine months ended September 30, 2024 as a result of the Company’s subleases of certain office space. For more information, see Note 8, “Leases.”
Depreciation and amortization expense related to property, equipment and software was $9.0 million and $10.2 million for the three months ended September 30, 2024 and 2023, respectively, and $27.8 million and $30.9 million for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
GOODWILL AND INTANGIBLE ASSETS
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill is the result of its acquisitions of other businesses and represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed. The Company performed its annual goodwill impairment analysis as of August 31, 2024 and concluded that goodwill was not impaired, as the fair value of the reporting unit exceeded its carrying value. Additionally, no triggering events were identified as of September 30, 2024 or December 31, 2023 that would more likely than not reduce the fair value of goodwill below its carrying value.
The change in the carrying amount of goodwill during the nine months ended September 30, 2024 was as follows (in thousands):
Balance as of December 31, 2023$103,886 
Effect of currency translation547 
Balance as of September 30, 2024$104,433 
        
Intangible assets that were not fully amortized as of September 30, 2024 and December 31, 2023 consisted of the following (dollars in thousands):
September 30, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Weighted-Average Remaining Life
Business relationships$9,918 $(6,790)$3,128 4.4 years
Licensing agreements6,141 (2,646)3,495 5.4 years
Domain and data licenses2,885 (2,870)15 4.6 years
Total$18,944 $(12,306)$6,638 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Weighted-Average Remaining Life
Business relationships$9,918 $(6,258)$3,660 5.2 years
Licensing agreements6,129 (2,151)3,978 6.2 years
Domain and data licenses2,869 (2,869)— 0.0 years
Total$18,916 $(11,278)$7,638 
Amortization expense related to intangible assets was $0.3 million for each of the three months ended September 30, 2024 and 2023, and $1.0 million for each of the nine months ended September 30, 2024 and 2023.
As of September 30, 2024, estimated future amortization expense was as follows (in thousands):
Remainder of 2024$336 
20251,357 
20261,357 
20271,357 
20281,357 
2029764 
Thereafter110 
Total amortization$6,638 
v3.24.3
LEASES
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
LEASES LEASES
The components of lease cost, net for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Operating lease cost$4,537 $8,501 $14,225 $27,254 
Short-term lease cost (12 months or less)99 95 292 298 
Sublease income(3,403)(3,403)(10,207)(10,197)
Total lease cost, net$1,233 $5,193 $4,310 $17,355 
The Company’s leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants that would limit or prevent the Company from exercising its right to obtain substantially all of the economic benefits from use of the respective assets during the lease term.
Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Nine Months Ended
September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases$32,165 $34,723 
As of September 30, 2024, maturities of lease liabilities were as follows (in thousands):
Remainder of 2024$10,593 
202522,360 
20267,426 
20277,313 
20286,005 
20292,832 
Thereafter1,632 
Total minimum lease payments58,161 
Less imputed interest(4,234)
Present value of lease liabilities$53,927 
As of September 30, 2024 and December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate were as follows:
September 30,
2024		December 31,
2023
Weighted-average remaining lease term (years) — operating leases3.23.7
Weighted-average discount rate — operating leases5.2 %5.1 %
During the nine months ended September 30, 2024, the Company determined that it was reasonably certain it would exercise the early termination option included in the lease for certain office space in San Francisco. As a result, the Company remeasured the associated lease liability and ROU asset in accordance with Accounting Standards Codification Topic 842 and reduced each by $4.6 million during the nine-month period.
During the nine months ended September 30, 2024, the Company subleased certain office space in San Francisco and Toronto. During the nine months ended September 30, 2023, the Company abandoned certain office space in San Francisco. The Company evaluated the associated ROU assets and leasehold improvements for impairment as a result of the subleases and abandonment in accordance with Accounting Standards Codification Topic 360, “Property, Plant, and Equipment,” because the change in circumstances indicated that the carrying amount of such assets may not be recoverable. The Company compared the carrying value of the impacted assets to the fair value to determine the impairment amount and recognized an impairment charge of $5.9 million during the nine months ended September 30, 2024, which reduced the carrying amount of the ROU assets and leasehold improvements by $4.6 million and $1.3 million, respectively. The Company recognized an impairment charge of $3.6 million during the nine months ended September 30, 2023, which reduced the carrying amount of the ROU asset and leasehold improvements by $2.6 million and $1.0 million, respectively. The impairment charges are included in general and administrative expenses on the condensed consolidated statement of operations. For more information on the fair values of the ROU asset and leasehold improvements used in the impairment analysis, see Note 4, “Fair Value Measurements.”
v3.24.3
OTHER NON-CURRENT ASSETS
 9 Months Ended
Sep. 30, 2024
Other Assets, Noncurrent Disclosure [Abstract]  
OTHER NON-CURRENT ASSETS OTHER NON-CURRENT ASSETS
Other non-current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Deferred tax assets$136,667 $119,449 
Deferred contract costs25,592 28,203 
Other non-current assets14,279 14,074 
Total other non-current assets$176,538 $161,726 
v3.24.3
CONTRACT BALANCES
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
CONTRACT BALANCES CONTRACT BALANCES
The changes in the allowance for doubtful accounts during the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Nine Months Ended
September 30,
20242023
Balance, beginning of period$13,768 $9,277 
Add: provision for doubtful accounts35,111 26,664 
Less: write-offs, net of recoveries(32,506)(25,052)
Balance, end of period$16,373 $10,889 
In calculating the allowance for doubtful accounts as of September 30, 2024 and 2023, the Company considered expectations of probable credit losses based on observed trends in cancellations, observed changes in the credit risk of specific customers, the impact of anticipated closures and bankruptcies using forecasted economic indicators in addition to historical experience and loss patterns during periods of macroeconomic uncertainty. The increases in the provision for doubtful accounts and write-offs, net of recoveries in the nine months ended September 30, 2024 as compared to the prior-year period were a result of the ordinary course of business, reflecting higher aggregate customer delinquencies as well as the increase in net revenue.
Contract liabilities consist of deferred revenue, which is recorded on the condensed consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.
The changes in short-term deferred revenue during the nine months ended September 30, 2024 were as follows (in thousands):
Nine Months Ended
September 30, 2024
Balance, beginning of period$3,821 
      Less: recognition of deferred revenue from beginning balance(3,356)
      Add: net increase in current period contract liabilities7,136 
Balance, end of period$7,601 
The majority of the Company’s deferred revenue balance as of September 30, 2024 is classified as short-term and is expected to be recognized as revenue in the subsequent three-month period ending December 31, 2024. An immaterial amount of long-term deferred revenue is included in other long-term liabilities as of September 30, 2024. No other contract assets or liabilities were recorded on the Company’s condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.
v3.24.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Accounts payable$6,903 $11,868 
Employee-related liabilities95,252 79,081 
Accrued legal settlements154 15,085 
Other accrued liabilities32,437 26,775 
Total accounts payable and accrued liabilities$134,746 $132,809 
As of September 30, 2024, other accrued liabilities primarily consisted of accrued operating expenses and cost of revenue, as well as taxes payable.
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Legal Proceedings
CIPA Action
On October 12, 2016, a putative class action lawsuit asserting claims under the California Invasion of Privacy Act was filed against the Company (the “CIPA Action”) in the Superior Court of California for the County of San Francisco (the “Superior Court”), in which the plaintiff sought statutory damages and other relief based on alleged unlawful call recording. The Company filed a motion for summary judgment on the basis that it had never recorded the plaintiff, which the Superior Court granted. The plaintiff appealed and, in October 2020, the California Court of Appeal for the First District (the “Court of Appeal”) reversed the decision of the Superior Court, holding that the recording of only the Company’s consenting sales representatives could violate CIPA, even if the plaintiff was not recorded. The California Supreme Court subsequently denied review of the Court of Appeal’s decision and the case was remanded to the Superior Court. On January 18, 2023, the Superior Court granted the plaintiffs’ motion for class certification. In February 2023, the Company filed a petition for a writ with the Court of Appeal seeking reversal of the Superior Court’s class certification decision. The Court of Appeal summarily denied the writ petition on May 25, 2023, following which the Company filed a petition with the California Supreme Court on June 2, 2023 seeking an order directing the Court of Appeal to review the merits of the Company’s writ petition. On July 17, 2023, the Company reached a preliminary agreement with the plaintiffs to settle the CIPA Action for $15.0 million, which payment the Company expected to be partially funded by insurance proceeds. The parties executed a settlement agreement, which the plaintiff presented to the Superior Court for approval. On April 10, 2024, the Superior Court granted final approval of the settlement, which resolved all claims asserted against the Company in the CIPA Action without any liability or wrongdoing attributed to it.
The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies, which it will accrue when it believes a loss is probable and the amount can be reasonably estimated. As of March 31, 2024, the Company believed the loss was probable and the payment amount of $15.0 million represented a reasonable estimate of loss contingency. The Company recorded a $4.0 million accrual for loss contingency related to the CIPA Action as of December 31, 2022 and an additional accrual of $11.0 million during 2023, resulting in a $15.0 million accrual for loss contingency within accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet as of March 31, 2024. The accrual for loss contingency was released upon the settlement payment of $15.0 million in the three months ended June 30, 2024. The receivable for loss recovery that was recorded in 2023 for the anticipated insurance proceeds of $3.9 million was released upon receipt of the proceeds on January 18, 2024.
Other Legal Proceedings
The Company is subject to other legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these other matters will have a material effect on the Company’s business, financial position, results of operations or cash flows.
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties.
In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.
While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s business, financial position, results of operations or cash flows.
Revolving Credit Facility
On April 28, 2023, the Company entered into a Revolving Credit and Guaranty Agreement with certain lenders and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which provides for a five-year $125.0 million senior secured revolving credit facility (the “2023 credit facility”). The 2023 credit facility replaced the Company’s previous $75.0 million revolving credit facility entered into on May 5, 2020 with Wells Fargo Bank, N.A. (the “2020 credit facility”), which terminated concurrently with the establishment of the 2023 credit facility. The 2023 credit facility includes a letter of credit sub-limit of $25.0 million, a bilateral letter of credit facility of $25.0 million and an accordion option, which, if exercised, would allow the Company to increase the aggregate commitments by up to $250.0 million, plus additional amounts if the Company is able to satisfy a leverage test, subject to certain conditions. The commitments under the 2023 credit facility expire on April 28, 2028.
Loans under the 2023 credit facility bear interest, at the Company’s election, at either (a) an adjusted term Secured Overnight Financing Rate plus 0.10% plus a margin of 1.25% - 1.50%, depending on the Company’s total leverage ratio, or (b) an alternative base rate plus a margin of 0.25% - 0.50%, depending on the Company’s total leverage ratio. The Company is required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at 0.20% - 0.25% per annum, depending on the Company’s total leverage ratio, as well as a letter of credit fee on any outstanding letters of credit that accrues at 1.25% - 1.50% per annum, depending on the Company’s total leverage ratio.
The 2023 credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments and engage in transactions with the Company’s affiliates, in each case subject to certain exceptions. The 2023 credit facility also requires the Company to maintain a total leverage ratio of no greater than 3.75 to 1.00, subject to an increase up to 4.25 to 1.00 for a certain period following significant acquisitions, and an interest coverage ratio of no less than 3.00 to 1.00. The obligations under the 2023 credit facility are secured by liens on substantially all of the Company’s domestic assets, including certain domestic intellectual property assets and the equity of its domestic subsidiaries, as well as a portion of the equity interests the Company holds directly in its foreign subsidiaries.
As of September 30, 2024, the Company had $14.0 million of letters of credit outstanding under the 2023 credit facility sub-limit, which were moved from the 2020 credit facility. The letters of credit are primarily related to lease agreements for certain office locations and are required to be maintained and issued to the landlords of each facility. No loans were outstanding under the 2023 credit facility and the Company was in compliance with all conditions and covenants thereunder as of September 30, 2024.
v3.24.3
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
The following table presents the number of shares authorized and issued as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Shares
Authorized
Shares
Issued
Shares
Authorized
Shares
Issued
Common stock, $0.000001 par value
200,000 66,638 200,000 68,864 
Undesignated preferred stock10,000 — 10,000 — 
Stock Repurchase Program
As of September 30, 2024, the Company’s board of directors had authorized the Company to repurchase up to an aggregate of $1.95 billion of its outstanding common stock, $393.3 million of which remained available as of September 30, 2024. 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 nine months ended September 30, 2024, the Company repurchased on the open market 4,979,329 shares for an aggregate purchase price of $188.4 million and retired 4,895,875 shares. As of September 30, 2024, the Company had a treasury stock balance of 83,454 shares, which were excluded from its outstanding share count as of such date and subsequently retired in October 2024.
During the nine months ended September 30, 2023, the Company repurchased on the open market and subsequently retired 4,481,278 shares for an aggregate purchase price of $150.0 million. Although there were no shares of treasury stock as of September 30, 2023, the treasury stock balance included an immaterial amount of excise tax imposed by the Inflation Reduction Act of 2022 on stock repurchases, net of shares issued, during the nine months then ended.
Equity Incentive Plans
Stock Options
A summary of stock option activity for the nine months ended September 30, 2024 is as follows:
Number of Shares (in thousands)Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20232,543 $34.94 3.6$33,100 
Exercised(37)33.44  
Canceled(33)64.91 
Outstanding at September 30, 20242,473 $34.57 2.9$8,258 
Options vested and exercisable at September 30, 20242,457 $34.55 2.9$8,240 
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 zero and $0.6 million for the three months ended September 30, 2024 and 2023, respectively, and $0.3 million and $6.1 million for the nine months ended September 30, 2024 and 2023, respectively.
There were no options granted during the nine months ended September 30, 2024 and 2023.
As of September 30, 2024, total unrecognized compensation costs related to nonvested stock options were approximately $0.3 million, which the Company expects to recognize over a weighted-average time period of 0.9 years.
RSUs
RSUs include PRSUs that are subject to either (a) a market condition or (b) the achievement of performance goals. As the PRSU activity during the nine months ended September 30, 2024 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the nine months ended September 30, 2024 is as follows (in thousands, except per share amounts):
Number of SharesWeighted-Average Grant Date Fair Value
Nonvested at December 31, 20239,961 $32.61 
Granted2,223 43.97 
Vested(1)
(3,852)32.47 
Canceled(523)33.64 
Nonvested at September 30, 2024(2)
7,809 $35.84 
(1)    Includes 1,606,914 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes.
(2)    Includes 875,846 PRSUs.
The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the nine months ended September 30, 2024 and 2023 was $139.8 million and $147.9 million, respectively. As of September 30, 2024, the Company had approximately $245.3 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.0 years.
Employee Stock Purchase Plan
There were 387,968 shares purchased by employees under the Employee Stock Purchase Plan (“ESPP”) at a weighted-average purchase price per share of $31.42 during the nine months ended September 30, 2024, and no shares were purchased by employees under the ESPP during the three months ended September 30, 2024. There were 2,295 and 382,627 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $28.48 and $28.69 during the three and nine months ended September 30, 2023, respectively. The Company recognized stock-based compensation expense related to the ESPP of $0.8 million and $0.9 million during the three months ended September 30, 2024 and 2023, respectively, and $2.8 million and $2.7 million during the nine months ended September 30, 2024 and 2023, 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,
2024202320242023
Cost of revenue$1,301 $1,298 $4,099 $4,026 
Sales and marketing8,588 9,200 25,905 26,921 
Product development20,887 24,047 67,074 74,888 
General and administrative8,696 8,922 26,318 27,469 
Total stock-based compensation recorded to income before income taxes39,472 43,467 123,396 133,304 
Benefit from income taxes(7,560)(9,023)(24,015)(27,898)
Total stock-based compensation recorded to net income attributable to common stockholders$31,912 $34,444 $99,381 $105,406 
The Company capitalized $3.3 million and $2.2 million of stock-based compensation expense as website and internal-use software development costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts in the three months ended September 30, 2024 and 2023, respectively, and $9.2 million and $7.5 million in the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
OTHER INCOME, NET
 9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
OTHER INCOME, NET OTHER INCOME, NET
Other income, net for the three and nine months ended September 30, 2024 and 2023 consisted of the following (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Interest income, net$5,308 $5,187 $16,396 $13,850 
Transaction gain (loss) on foreign exchange, net82 (100)(121)(69)
Release of nonrecurring tax reserve(1)
— — 3,102 — 
Other non-operating income, net1,841 1,067 5,900 3,483 
Other income, net$7,231 $6,154 $25,277 $17,264 
(1)    Represents the release of a reserve related to a one-time payroll tax credit.
v3.24.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company is subject to income taxes 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 taxes. The provision for income taxes for the nine months ended September 30, 2024 was $32.3 million, which was due to $33.0 million of U.S. federal, state and foreign income tax expense, partially offset by $0.7 million of net discrete tax benefit primarily related to stock-based compensation. The benefit from income taxes for the nine months ended September 30, 2023 was $0.5 million, which was due to $20.1 million of net discrete tax benefit primarily related to: the 2022 federal and state tax provision to return adjustments, which mainly resulted from the release of Internal Revenue Service guidance related to the requirement to capitalize and amortize certain research and development expenses under the U.S. Tax Cuts and Jobs Act; a one-time litigation settlement loss contingency in connection with the agreement to settle the CIPA Action as detailed in Note 12, “Commitments and Contingencies”; and the tax benefit related to stock-based compensation. These tax benefits were partially offset by $19.6 million of U.S. federal, state and foreign income tax 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 income or loss before income taxes, excluding unusual or infrequently occurring discrete items, for the reporting period. For the three and nine months ended September 30, 2024, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by stock-based compensation and other non-deductible expenses. For the three and nine months ended September 30, 2023, the difference between the effective tax rate and the federal statutory tax rate primarily related to tax credits, offset by stock-based compensation.
As of September 30, 2024, the Company had $38.7 million of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate.
As of September 30, 2024, the Company estimated that it had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $35.9 million. Any taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign and state taxes. The Company has not recognized a deferred tax liability related to unremitted foreign earnings, as it intends to indefinitely reinvest these earnings, and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs.
In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company’s federal and state income tax returns for tax years subsequent to 2003 remain open to examination. In the Company’s foreign jurisdictions — Canada, Germany, Ireland and the United Kingdom — the tax years subsequent to 2018 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. As of September 30, 2024, although the timing of the resolution or closure of audits is not certain, the Company believes it is reasonably possible that unrecognized tax benefits will not be reduced within the next 12 months.
v3.24.3
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs (including PRSUs) and, to a lesser extent, ESPP shares. If dilutive, such potentially dilutive securities are reflected in net income (loss) per share attributable to common stockholders using the treasury stock method.
The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the periods presented (in thousands, except per share data):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Basic net income per share:
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Shares used in computation:
Weighted-average common shares outstanding67,219 69,030 67,862 69,366 
Basic net income per share attributable to common stockholders:$0.57 $0.84 $1.34 $1.03 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Diluted net income per share:
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Shares used in computation:
    Weighted-average common shares outstanding67,219 69,030 67,862 69,366 
    Stock options229 501 351 246 
    RSUs1,587 3,899 2,851 3,259 
    ESPP128 136 45 49 
        Number of shares used in diluted calculation69,163 73,566 71,109 72,920 
Diluted net income per share attributable to common stockholders:$0.56 $0.79 $1.27 $0.98 
The following stock-based instruments were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Stock options1,099 761 680 1,319 
RSUs1,974 26 1,612 364 
v3.24.3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS
The Company considers operating segments to be components of the Company for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance.
The Company has determined that it has a single operating and reporting segment. When the Company communicates results externally, it disaggregates net revenue into major product lines and primary geographical markets, which is based on the billing address of the customer. The disaggregation of net revenue by major product lines is based on the type of service provided and also aligns with the timing of revenue recognition for each. To reflect the Company’s strategic focus on creating differentiated experiences for its Services categories and Restaurants, Retail & Other categories, the Company further disaggregates advertising revenue to reflect these two high-level category groupings. The Services categories consist of the following businesses: home, local, auto, professional, pets, events, real estate and financial services. The Restaurants, Retail & Other categories consist of the following businesses: restaurants, shopping, beauty & fitness, health and other.
Net Revenue
The following table presents the Company’s net revenue by major product line (and by category for advertising revenue) for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net revenue by product:
Advertising revenue by category:
Services$228,009 $206,178 $654,252 $589,972 
Restaurants, Retail & Other116,397 123,854 349,130 359,175 
Advertising344,406 330,032 1,003,382 949,147 
Other(1)
15,938 15,090 46,730 45,539 
Total net revenue$360,344 $345,122 $1,050,112 $994,686 
(1)    For the three and nine months ended September 30, 2024, other revenue includes revenue generated from transactions with consumers, which the Company reported separately as transactions revenue in prior periods. Prior-period amounts in the table above have been reclassified to conform to the current-period presentation.
During the three and nine months ended September 30, 2024 and 2023, no individual customer accounted for 10% or more of consolidated net revenue.
The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
United States$357,656 $342,600 $1,042,159 $987,535 
All other countries2,688 2,522 7,953 7,151 
Total net revenue$360,344 $345,122 $1,050,112 $994,686 
Long-Lived Assets
The following table presents the Company’s long-lived assets by major geographic region as of September 30, 2024 and December 31, 2023 (in thousands):
September 30,
2024		December 31,
2023
United States$69,405 $62,464 
All other countries4,586 6,220 
Total long-lived assets$73,991 $68,684 
v3.24.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
On November 6, 2024, the Company and Rollins Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with auto services platform RepairPal, Inc. (“RepairPal”) and Fortis Advisors LLC, solely in its capacity as the securityholders’ representative.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into RepairPal, with RepairPal continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”). Upon consummation of the Merger, all outstanding capital stock and options and warrants to purchase capital stock of RepairPal will be converted into the right to receive an aggregate of $80 million in cash, subject to customary post-closing adjustments based on net working capital, indebtedness and third-party expenses. Of such amount, the following amounts will be held back to secure the Company’s right of indemnity under the Merger Agreement: (1) $8 million will be held back for a 15-month period after closing; (2) $2 million will be held back for a 24-month period after closing; and (3) $3.5 million will be held back until 30 days following the final, non-appealable resolution of certain legal matters. The Company will retain such holdback amounts, which will be classified as restricted cash.
Subject to customary closing conditions, the Company expects to close the Merger by the end of 2024.
The Company is currently in the process of valuing the assets expected to be acquired and liabilities expected to be assumed in its acquisition of RepairPal, which it expects to reflect in its financial statements for the year ending December 31, 2024.
The Company believes its acquisition of RepairPal will accelerate its efforts in Services by expanding its offerings in the auto services advertising vertical.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income attributable to common stockholders $ 38,440 $ 58,216 $ 90,630 $ 71,767
v3.24.3
Insider Trading Arrangements
 3 Months Ended 9 Months Ended
Sep. 30, 2024
shares
Sep. 30, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
David Schwarzbach [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On August 29, 2024, David Schwarzbach, our Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan provides for the sale of an aggregate of up to 120,000 shares of our common stock. The plan will terminate on the earlier of October 31, 2025 or when all shares subject to the plan have been sold, subject to early termination for certain specified events set forth in the plan.
Name David Schwarzbach  
Title Chief Financial Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 29, 2024  
Expiration Date October 31, 2025  
Arrangement Duration 428 days  
Aggregate Available 120,000 120,000
Craig Saldanha [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On August 30, 2024, Craig Saldanha, our Chief Product Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan provides for the sale of an aggregate of up to 10,000 shares of our common stock. The plan will terminate on the earlier of August 29, 2025 or when all shares subject to the plan have been sold, subject to early termination for certain specified events set forth in the plan.
Name Craig Saldanha  
Title Chief Product Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 30, 2024  
Expiration Date August 29, 2025  
Arrangement Duration 364 days  
Aggregate Available 10,000 10,000
v3.24.3
DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION (Policies)
 9 Months Ended
Sep. 30, 2024
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 Annual Report.
The unaudited condensed consolidated balance sheet as of December 31, 2023 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. Certain prior-period amounts have been reclassified to conform to the current period presentation, including combining transactions revenue into other revenue.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normally recurring nature necessary for the fair presentation of the interim periods presented.
Principles of Consolidation
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
Use of Estimates
The preparation of the Company’s unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, 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. Items that require estimates, judgments or assumptions include, but are not limited to, determining variable consideration and identifying the nature and timing of satisfaction of performance obligations, allowance for doubtful accounts and credit losses, fair value and estimated useful lives of long- and indefinite-lived assets, litigation loss contingencies, liabilities related to incurred but not reported insurance claims, fair value and achievement of targets for performance-based restricted stock units (“PRSUs”) and income taxes. These estimates, judgments and assumptions are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates due to macroeconomic uncertainty and other factors.
Recent Accounting Pronouncements Not Yet Effective
Recent Accounting Pronouncements Not Yet Effective
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about
significant segment expenses. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and should be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-07 on its related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2024-03 on its related disclosures.
v3.24.3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)
 9 Months Ended
Sep. 30, 2024
Cash and Cash Equivalents [Abstract]  
Schedule of Cash and Cash Equivalents
Cash, cash equivalents and restricted cash as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Cash$104,011 $105,959 
Cash equivalents157,577 207,952 
Total cash and cash equivalents261,588 313,911 
Restricted cash389 91 
Total cash, cash equivalents and restricted cash$261,977 $314,002 
Schedule of Restrictions on Cash and Cash Equivalents
Cash, cash equivalents and restricted cash as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Cash$104,011 $105,959 
Cash equivalents157,577 207,952 
Total cash and cash equivalents261,588 313,911 
Restricted cash389 91 
Total cash, cash equivalents and restricted cash$261,977 $314,002 
v3.24.3
MARKETABLE SECURITIES (Tables)
 9 Months Ended
Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Schedule of the Fair Value to Amortized Cost Basis of Securities Available-for-Sale
Short-term investments and certain cash equivalents consist of investments in debt securities that are classified as available-for-sale. The amortized cost, gross unrealized gains and losses and fair value of investments as of September 30, 2024 and December 31, 2023 were as follows (in thousands):
September 30, 2024
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
Commercial paper$776 $— $— $776 
Total cash equivalents776 — — 776 
Short-term marketable securities:
Certificates of deposit1,282 — — 1,282 
Commercial paper10,083 — — 10,083 
Corporate bonds40,143 202 (7)40,338 
Agency bonds3,218 2 — 3,220 
U.S. government securities80,104 421 (22)80,503 
Total short-term marketable securities134,830 625 (29)135,426 
Total$135,606 $625 $(29)$136,202 

December 31, 2023
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
U.S. government securities$1,612 $— $— $1,612 
Total cash equivalents1,612 — — 1,612 
Short-term marketable securities:
Certificates of deposit1,537 — — 1,537 
Commercial paper1,058 — — 1,058 
Corporate bonds19,833 16 (92)19,757 
Agency bonds17,660 4 (17)17,647 
U.S. government securities87,414 241 (169)87,486 
Total short-term marketable securities127,502 261 (278)127,485 
Total$129,114 $261 $(278)$129,097 
The contractual maturities for marketable securities classified as available-for-sale as of September 30, 2024 were as follows (in thousands):
Amortized CostFair Value
Due in one year or less$79,932 $80,138 
Due in one to five years55,674 56,064 
Total$135,606 $136,202 
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, 2024 and December 31, 2023, aggregated by investment category and the length of time that the individual securities had been in a continuous loss position (in thousands):
September 30, 2024
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$4,777 $(6)$1,330 $(1)$6,107 $(7)
U.S. government securities3,294 (2)18,513 (20)21,807 (22)
Total$8,071 $(8)$19,843 $(21)$27,914 $(29)
December 31, 2023
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$2,130 $(9)$12,104 $(83)$14,234 $(92)
Agency bonds14,409 (17)— — 14,409 (17)
U.S. government securities27,763 (135)6,231 (34)33,994 (169)
Total$44,302 $(161)$18,335 $(117)$62,637 $(278)
v3.24.3
FAIR VALUE MEASUREMENTS (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Financial Instruments Measured at Fair Value
The following table represents the fair value of the Company’s financial instruments, including those measured at fair value on a recurring basis, as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
 Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents: 
Money market funds$129,653 $— $— $129,653 $180,270 $— $— $180,270 
U.S. government securities— — — — — 1,612 — 1,612 
Commercial paper— 776 — 776 — — — — 
Marketable securities:
Certificates of deposit— 1,282 — 1,282 — 1,537 — 1,537 
Commercial paper— 10,083 — 10,083 — 1,058 — 1,058 
Corporate bonds— 40,338 — 40,338 — 19,757 — 19,757 
Agency bonds— 3,220 — 3,220 — 17,647 — 17,647 
U.S. government securities— 80,503 — 80,503 — 87,486 — 87,486 
Other investments:
Certificates of deposit— 10,000 — 10,000 — 7,500 — 7,500 
Total cash equivalents, marketable securities and other investments$129,653 $146,202 $— $275,855 $180,270 $136,597 $— $316,867 
v3.24.3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Prepaid expenses$16,282 $14,922 
Certificates of deposit7,500 5,000 
Other current assets14,301 16,751 
Total prepaid expenses and other current assets$38,083 $36,673 
v3.24.3
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Equipment and Software, Net
Property, equipment and software, net as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Capitalized website and internal-use software development costs$289,146 $258,059 
Leasehold improvements(1)
56,187 57,403 
Computer equipment28,796 50,014 
Furniture and fixtures9,018 10,336 
Telecommunication280 4,175 
Software1,105 1,113 
Total384,532 381,100 
Less accumulated depreciation and amortization(1)
(310,541)(312,416)
Property, equipment and software, net$73,991 $68,684 
(1)    Leasehold improvements, net was reduced to reflect an impairment of $1.3 million recorded during the nine months ended September 30, 2024 as a result of the Company’s subleases of certain office space. For more information, see Note 8, “Leases.”
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The change in the carrying amount of goodwill during the nine months ended September 30, 2024 was as follows (in thousands):
Balance as of December 31, 2023$103,886 
Effect of currency translation547 
Balance as of September 30, 2024$104,433 
Schedule of Intangible Assets
Intangible assets that were not fully amortized as of September 30, 2024 and December 31, 2023 consisted of the following (dollars in thousands):
September 30, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Weighted-Average Remaining Life
Business relationships$9,918 $(6,790)$3,128 4.4 years
Licensing agreements6,141 (2,646)3,495 5.4 years
Domain and data licenses2,885 (2,870)15 4.6 years
Total$18,944 $(12,306)$6,638 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Weighted-Average Remaining Life
Business relationships$9,918 $(6,258)$3,660 5.2 years
Licensing agreements6,129 (2,151)3,978 6.2 years
Domain and data licenses2,869 (2,869)— 0.0 years
Total$18,916 $(11,278)$7,638 
Schedule of Future Amortization Expense
As of September 30, 2024, estimated future amortization expense was as follows (in thousands):
Remainder of 2024$336 
20251,357 
20261,357 
20271,357 
20281,357 
2029764 
Thereafter110 
Total amortization$6,638 
v3.24.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Lease Cost and Supplemental Cash Flow Information
The components of lease cost, net for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Operating lease cost$4,537 $8,501 $14,225 $27,254 
Short-term lease cost (12 months or less)99 95 292 298 
Sublease income(3,403)(3,403)(10,207)(10,197)
Total lease cost, net$1,233 $5,193 $4,310 $17,355 
Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Nine Months Ended
September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases$32,165 $34,723 
Schedule of Lessee, Operating Lease, Liability, Maturity
As of September 30, 2024, maturities of lease liabilities were as follows (in thousands):
Remainder of 2024$10,593 
202522,360 
20267,426 
20277,313 
20286,005 
20292,832 
Thereafter1,632 
Total minimum lease payments58,161 
Less imputed interest(4,234)
Present value of lease liabilities$53,927 
Schedule of Assets And Liabilities, Lessee Information
As of September 30, 2024 and December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate were as follows:
September 30,
2024		December 31,
2023
Weighted-average remaining lease term (years) — operating leases3.23.7
Weighted-average discount rate — operating leases5.2 %5.1 %
v3.24.3
OTHER NON-CURRENT ASSETS (Tables)
 9 Months Ended
Sep. 30, 2024
Other Assets, Noncurrent Disclosure [Abstract]  
Schedule of Other Non-Current Assets
Other non-current assets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Deferred tax assets$136,667 $119,449 
Deferred contract costs25,592 28,203 
Other non-current assets14,279 14,074 
Total other non-current assets$176,538 $161,726 
v3.24.3
CONTRACT BALANCES (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Allowance for Doubtful Accounts
The changes in the allowance for doubtful accounts during the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Nine Months Ended
September 30,
20242023
Balance, beginning of period$13,768 $9,277 
Add: provision for doubtful accounts35,111 26,664 
Less: write-offs, net of recoveries(32,506)(25,052)
Balance, end of period$16,373 $10,889 
Schedule of Contract with Customer, Liability
The changes in short-term deferred revenue during the nine months ended September 30, 2024 were as follows (in thousands):
Nine Months Ended
September 30, 2024
Balance, beginning of period$3,821 
      Less: recognition of deferred revenue from beginning balance(3,356)
      Add: net increase in current period contract liabilities7,136 
Balance, end of period$7,601 
v3.24.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
Accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Accounts payable$6,903 $11,868 
Employee-related liabilities95,252 79,081 
Accrued legal settlements154 15,085 
Other accrued liabilities32,437 26,775 
Total accounts payable and accrued liabilities$134,746 $132,809 
v3.24.3
STOCKHOLDERS' EQUITY (Tables)
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Stock by Class
The following table presents the number of shares authorized and issued as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Shares
Authorized
Shares
Issued
Shares
Authorized
Shares
Issued
Common stock, $0.000001 par value
200,000 66,638 200,000 68,864 
Undesignated preferred stock10,000 — 10,000 — 
Schedule of Stock Option Activity
A summary of stock option activity for the nine months ended September 30, 2024 is as follows:
Number of Shares (in thousands)Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20232,543 $34.94 3.6$33,100 
Exercised(37)33.44  
Canceled(33)64.91 
Outstanding at September 30, 20242,473 $34.57 2.9$8,258 
Options vested and exercisable at September 30, 20242,457 $34.55 2.9$8,240 
Schedule of RSU Activity A summary of RSU and PRSU activity for the nine months ended September 30, 2024 is as follows (in thousands, except per share amounts):
Number of SharesWeighted-Average Grant Date Fair Value
Nonvested at December 31, 20239,961 $32.61 
Granted2,223 43.97 
Vested(1)
(3,852)32.47 
Canceled(523)33.64 
Nonvested at September 30, 2024(2)
7,809 $35.84 
(1)    Includes 1,606,914 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes.
(2)    Includes 875,846 PRSUs.
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,
2024202320242023
Cost of revenue$1,301 $1,298 $4,099 $4,026 
Sales and marketing8,588 9,200 25,905 26,921 
Product development20,887 24,047 67,074 74,888 
General and administrative8,696 8,922 26,318 27,469 
Total stock-based compensation recorded to income before income taxes39,472 43,467 123,396 133,304 
Benefit from income taxes(7,560)(9,023)(24,015)(27,898)
Total stock-based compensation recorded to net income attributable to common stockholders$31,912 $34,444 $99,381 $105,406 
v3.24.3
OTHER INCOME, NET (Tables)
 9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Schedule of Other Income, Net
Other income, net for the three and nine months ended September 30, 2024 and 2023 consisted of the following (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Interest income, net$5,308 $5,187 $16,396 $13,850 
Transaction gain (loss) on foreign exchange, net82 (100)(121)(69)
Release of nonrecurring tax reserve(1)
— — 3,102 — 
Other non-operating income, net1,841 1,067 5,900 3,483 
Other income, net$7,231 $6,154 $25,277 $17,264 
(1)    Represents the release of a reserve related to a one-time payroll tax credit.
v3.24.3
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Calculation of Basic and Diluted Net Loss Per Share
The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the periods presented (in thousands, except per share data):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Basic net income per share:
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Shares used in computation:
Weighted-average common shares outstanding67,219 69,030 67,862 69,366 
Basic net income per share attributable to common stockholders:$0.57 $0.84 $1.34 $1.03 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Diluted net income per share:
Net income attributable to common stockholders$38,440 $58,216 $90,630 $71,767 
Shares used in computation:
    Weighted-average common shares outstanding67,219 69,030 67,862 69,366 
    Stock options229 501 351 246 
    RSUs1,587 3,899 2,851 3,259 
    ESPP128 136 45 49 
        Number of shares used in diluted calculation69,163 73,566 71,109 72,920 
Diluted net income per share attributable to common stockholders:$0.56 $0.79 $1.27 $0.98 
Schedule of Anti-dilutive Securities
The following stock-based instruments were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Stock options1,099 761 680 1,319 
RSUs1,974 26 1,612 364 
v3.24.3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Revenue by Product Line
The following table presents the Company’s net revenue by major product line (and by category for advertising revenue) for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net revenue by product:
Advertising revenue by category:
Services$228,009 $206,178 $654,252 $589,972 
Restaurants, Retail & Other116,397 123,854 349,130 359,175 
Advertising344,406 330,032 1,003,382 949,147 
Other(1)
15,938 15,090 46,730 45,539 
Total net revenue$360,344 $345,122 $1,050,112 $994,686 
(1)    For the three and nine months ended September 30, 2024, other revenue includes revenue generated from transactions with consumers, which the Company reported separately as transactions revenue in prior periods. Prior-period amounts in the table above have been reclassified to conform to the current-period presentation.
Schedule of Net Revenue by Geographic Region
The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
United States$357,656 $342,600 $1,042,159 $987,535 
All other countries2,688 2,522 7,953 7,151 
Total net revenue$360,344 $345,122 $1,050,112 $994,686 
Schedule of Long-Lived Assets by Geographic Location
The following table presents the Company’s long-lived assets by major geographic region as of September 30, 2024 and December 31, 2023 (in thousands):
September 30,
2024		December 31,
2023
United States$69,405 $62,464 
All other countries4,586 6,220 
Total long-lived assets$73,991 $68,684 
v3.24.3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]        
Cash $ 104,011 $ 105,959    
Cash equivalents 157,577 207,952    
Total cash and cash equivalents 261,588 313,911    
Restricted cash 389 91    
Total cash, cash equivalents and restricted cash $ 261,977 $ 314,002 $ 305,454 $ 307,138
v3.24.3
MARKETABLE SECURITIES (Schedule of the Fair Value to Amortized Cost Basis of Securities Available-for-Sale) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost $ 135,606 $ 129,114
Gross Unrealized Gains 625 261
Gross Unrealized Losses (29) (278)
Fair Value 136,202 129,097
Cash equivalents:    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 776 1,612
Gross Unrealized Gains 0 0
Gross Unrealized Losses 0 0
Fair Value 776 1,612
Cash equivalents: | Commercial paper    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 776  
Gross Unrealized Gains 0  
Gross Unrealized Losses 0  
Fair Value 776  
Cash equivalents: | U.S. government securities    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost   1,612
Gross Unrealized Gains   0
Gross Unrealized Losses   0
Fair Value   1,612
Short-term marketable securities:    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 134,830 127,502
Gross Unrealized Gains 625 261
Gross Unrealized Losses (29) (278)
Fair Value 135,426 127,485
Short-term marketable securities: | Certificates of deposit    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 1,282 1,537
Gross Unrealized Gains 0 0
Gross Unrealized Losses 0 0
Fair Value 1,282 1,537
Short-term marketable securities: | Commercial paper    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 10,083 1,058
Gross Unrealized Gains 0 0
Gross Unrealized Losses 0 0
Fair Value 10,083 1,058
Short-term marketable securities: | Corporate bonds    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 40,143 19,833
Gross Unrealized Gains 202 16
Gross Unrealized Losses (7) (92)
Fair Value 40,338 19,757
Short-term marketable securities: | Agency bonds    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 3,218 17,660
Gross Unrealized Gains 2 4
Gross Unrealized Losses 0 (17)
Fair Value 3,220 17,647
Short-term marketable securities: | U.S. government securities    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 80,104 87,414
Gross Unrealized Gains 421 241
Gross Unrealized Losses (22) (169)
Fair Value $ 80,503 $ 87,486
v3.24.3
MARKETABLE SECURITIES (Schedule of Securities in an Unrealized Loss Position) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value    
Less Than 12 Months $ 8,071 $ 44,302
12 Months or Greater 19,843 18,335
Total 27,914 62,637
Unrealized Loss    
Less Than 12 Months (8) (161)
12 Months or Greater (21) (117)
Total (29) (278)
Corporate bonds    
Fair Value    
Less Than 12 Months 4,777 2,130
12 Months or Greater 1,330 12,104
Total 6,107 14,234
Unrealized Loss    
Less Than 12 Months (6) (9)
12 Months or Greater (1) (83)
Total (7) (92)
Agency bonds    
Fair Value    
Less Than 12 Months   14,409
12 Months or Greater   0
Total   14,409
Unrealized Loss    
Less Than 12 Months   (17)
12 Months or Greater   0
Total   (17)
U.S. government securities    
Fair Value    
Less Than 12 Months 3,294 27,763
12 Months or Greater 18,513 6,231
Total 21,807 33,994
Unrealized Loss    
Less Than 12 Months (2) (135)
12 Months or Greater (20) (34)
Total $ (22) $ (169)
v3.24.3
MARKETABLE SECURITIES (Narrative) (Details) - USD ($)
Sep. 30, 2024
Sep. 30, 2023
Investments, Debt and Equity Securities [Abstract]    
Debt securities, available-for-sale, allowance for credit loss $ 0 $ 0
v3.24.3
MARKETABLE SECURITIES (Marketable Securities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Amortized Cost    
Due in one year or less $ 79,932  
Due in one to five years 55,674  
Total 135,606  
Fair Value    
Due in one year or less 80,138  
Due in one to five years 56,064  
Total $ 136,202 $ 129,097
v3.24.3
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: $ 136,202 $ 129,097
Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents, marketable securities and other investments 275,855 316,867
Recurring | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 1,282 1,537
Other investments: 10,000 7,500
Recurring | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 10,083 1,058
Recurring | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 40,338 19,757
Recurring | Agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 3,220 17,647
Recurring | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 80,503 87,486
Recurring | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 129,653 180,270
Recurring | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 1,612
Recurring | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 776 0
Recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents, marketable securities and other investments 129,653 180,270
Recurring | Level 1 | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Other investments: 0 0
Recurring | Level 1 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 1 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 1 | Agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 1 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 1 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 129,653 180,270
Recurring | Level 1 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 0
Recurring | Level 1 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 0
Recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents, marketable securities and other investments 146,202 136,597
Recurring | Level 2 | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 1,282 1,537
Other investments: 10,000 7,500
Recurring | Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 10,083 1,058
Recurring | Level 2 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 40,338 19,757
Recurring | Level 2 | Agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 3,220 17,647
Recurring | Level 2 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 80,503 87,486
Recurring | Level 2 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 0
Recurring | Level 2 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 1,612
Recurring | Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 776 0
Recurring | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents, marketable securities and other investments 0 0
Recurring | Level 3 | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Other investments: 0 0
Recurring | Level 3 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 3 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 3 | Agency bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 3 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities: 0 0
Recurring | Level 3 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 0
Recurring | Level 3 | U.S. government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: 0 0
Recurring | Level 3 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents: $ 0 $ 0
v3.24.3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid expenses $ 16,282 $ 14,922
Certificates of deposit 7,500 5,000
Other current assets 14,301 16,751
Total prepaid expenses and other current assets $ 38,083 $ 36,673
v3.24.3
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Schedule of Property, Equipment and Software) (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross $ 384,532   $ 381,100
Less accumulated depreciation and amortization (310,541)   (312,416)
Property, equipment and software, net 73,991   68,684
Reduction to leasehold improvements 1,300 $ 1,000  
Capitalized website and internal-use software development costs      
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross 289,146   258,059
Leasehold improvements      
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross 56,187   57,403
Computer equipment      
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross 28,796   50,014
Furniture and fixtures      
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross 9,018   10,336
Telecommunication      
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross 280   4,175
Software      
Property, Plant and Equipment [Line Items]      
Property, equipment and software, gross $ 1,105   $ 1,113
v3.24.3
PROPERTY, EQUIPMENT, AND SOFTWARE, NET (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Line Items]        
Depreciation and amortization $ 9,326 $ 10,461 $ 28,841 $ 31,881
Property Equipment And Software        
Property, Plant and Equipment [Line Items]        
Depreciation and amortization $ 9,000 $ 10,200 $ 27,800 $ 30,900
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($)
 3 Months Ended 9 Months Ended
Aug. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]          
Goodwill impairment loss $ 0        
Amortization expense   $ 300,000 $ 300,000 $ 1,000,000.0 $ 1,000,000.0
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 103,886
Effect of currency translation 547
Ending balance $ 104,433
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 18,944 $ 18,916
Accumulated Amortization (12,306) (11,278)
Total amortization 6,638 7,638
Business relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 9,918 9,918
Accumulated Amortization (6,790) (6,258)
Total amortization $ 3,128 $ 3,660
Weighted-Average Remaining Life 4 years 4 months 24 days 5 years 2 months 12 days
Licensing agreements    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 6,141 $ 6,129
Accumulated Amortization (2,646) (2,151)
Total amortization $ 3,495 $ 3,978
Weighted-Average Remaining Life 5 years 4 months 24 days 6 years 2 months 12 days
Domain and data licenses    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 2,885 $ 2,869
Accumulated Amortization (2,870) (2,869)
Total amortization $ 15 $ 0
Weighted-Average Remaining Life 4 years 7 months 6 days 0 years
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Estimated Future Amortization Expense    
Remainder of 2024 $ 336  
2025 1,357  
2026 1,357  
2027 1,357  
2028 1,357  
2029 764  
Thereafter 110  
Total amortization $ 6,638 $ 7,638
v3.24.3
LEASES (Lease Cost) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases [Abstract]        
Operating lease cost $ 4,537 $ 8,501 $ 14,225 $ 27,254
Short-term lease cost (12 months or less) 99 95 292 298
Sublease income (3,403) (3,403) (10,207) (10,197)
Total lease cost, net $ 1,233 $ 5,193 $ 4,310 $ 17,355
v3.24.3
LEASES (Supplemental Cash Flow Information) (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 32,165 $ 34,723
v3.24.3
LEASES (Operating Lease Maturities) (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Leases [Abstract]  
Remainder of 2024 $ 10,593
2025 22,360
2026 7,426
2027 7,313
2028 6,005
2029 2,832
Thereafter 1,632
Total minimum lease payments 58,161
Less imputed interest (4,234)
Present value of lease liabilities $ 53,927
v3.24.3
LEASES (Weighted-Average Remaining Lease Terms) (Details)
Sep. 30, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted-average remaining lease term (years) — operating leases 3 years 2 months 12 days 3 years 8 months 12 days
Weighted-average discount rate — operating leases 5.20% 5.10%
v3.24.3
LEASES (Narrative) (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Leases [Abstract]    
Impairment charge $ 5.9 $ 3.6
Reduction to right-of-use assets 4.6 2.6
Reduction to leasehold improvements 1.3 $ 1.0
Early Termination Option    
Lessee, Lease, Description [Line Items]    
Decrease in operating lease right-of-use assets 4.6  
Decrease in lease liabilities $ 4.6  
v3.24.3
OTHER NON-CURRENT ASSETS (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Assets, Noncurrent Disclosure [Abstract]    
Deferred tax assets $ 136,667 $ 119,449
Deferred contract costs 25,592 28,203
Other non-current assets 14,279 14,074
Total other non-current assets $ 176,538 $ 161,726
v3.24.3
CONTRACT BALANCES (Schedule of Changes in Allowance for Doubtful Accounts) (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Accounts Receivable, Allowance for Doubtful Accounts [Roll Forward]    
Balance, beginning of period $ 13,768 $ 9,277
Add: provision for doubtful accounts 35,111 26,664
Less: write-offs, net of recoveries (32,506) (25,052)
Balance, end of period $ 16,373 $ 10,889
v3.24.3
CONTRACT BALANCES (Changes in Deferred Revenue) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
USD ($)
Change in Contract with Customer, Liability [Roll Forward]  
Balance, beginning of period $ 3,821
Less: recognition of deferred revenue from beginning balance (3,356)
Add: net increase in current period contract liabilities 7,136
Balance, end of period $ 7,601
v3.24.3
CONTRACT BALANCES (Narrative) (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract asset $ 0 $ 0
Contract liability $ 0 $ 0
v3.24.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 6,903 $ 11,868
Employee-related liabilities 95,252 79,081
Accrued legal settlements 154 15,085
Other accrued liabilities 32,437 26,775
Total accounts payable and accrued liabilities $ 134,746 $ 132,809
v3.24.3
COMMITMENTS AND CONTINGENCIES (Legal Proceedings) (Details) - CIPA Action - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Jan. 18, 2024
Jul. 17, 2023
Jun. 30, 2024
Dec. 31, 2023
Mar. 31, 2024
Dec. 31, 2022
Loss Contingencies [Line Items]            
Payments for legal settlements     $ 15.0      
Pending Litigation            
Loss Contingencies [Line Items]            
Amount awarded to other party   $ 15.0        
Estimate of loss contingencies         $ 15.0  
Loss contingency accrual         $ 15.0 $ 4.0
Loss contingency accrual, increase       $ 11.0    
Proceeds from insurance settlement $ 3.9          
v3.24.3
COMMITMENTS AND CONTINGENCIES (Revolving Credit Facility) (Details)
Apr. 28, 2023
USD ($)
Sep. 30, 2024
USD ($)
May 05, 2020
USD ($)
Revolving Credit Facility | 2023 Credit Facility      
Line of Credit Facility [Line Items]      
Line of credit facility term 5 years    
Line of credit facility, maximum borrowing capacity $ 125,000,000    
Letters of credit outstanding   $ 14,000,000  
Long-term line of credit   $ 0  
Revolving Credit Facility | 2023 Credit Facility | Minimum      
Line of Credit Facility [Line Items]      
Commitment fee percentage (in percent) 0.20%    
Debt instrument, covenant, interest coverage ratio   3.00  
Revolving Credit Facility | 2023 Credit Facility | Maximum      
Line of Credit Facility [Line Items]      
Commitment fee percentage (in percent) 0.25%    
Debt instrument, covenant, leverage ratio   3.75  
Revolving Credit Facility | 2023 Credit Facility | SOFR      
Line of Credit Facility [Line Items]      
Basis spread 0.10%    
Revolving Credit Facility | 2023 Credit Facility | SOFR | Minimum      
Line of Credit Facility [Line Items]      
Margin 1.25%    
Revolving Credit Facility | 2023 Credit Facility | SOFR | Maximum      
Line of Credit Facility [Line Items]      
Margin 1.50%    
Revolving Credit Facility | 2023 Credit Facility | Base Rate | Minimum      
Line of Credit Facility [Line Items]      
Basis spread 0.25%    
Revolving Credit Facility | 2023 Credit Facility | Base Rate | Maximum      
Line of Credit Facility [Line Items]      
Basis spread 0.50%    
Revolving Credit Facility | 2023 Credit Facility | Subject to Certain Conditions      
Line of Credit Facility [Line Items]      
Line of credit facility, additional increase in maximum borrowing capacity $ 250,000,000    
Revolving Credit Facility | 2023 Credit Facility | For a Certain Period Following Significant Acquisitions | Maximum      
Line of Credit Facility [Line Items]      
Debt instrument, covenant, leverage ratio   4.25  
Revolving Credit Facility | 2020 Credit Facility      
Line of Credit Facility [Line Items]      
Line of credit facility, maximum borrowing capacity     $ 75,000,000
Letter of Credit | 2023 Credit Facility      
Line of Credit Facility [Line Items]      
Line of credit facility, maximum borrowing capacity $ 25,000,000    
Letter of Credit | 2023 Credit Facility | Minimum      
Line of Credit Facility [Line Items]      
Fees on outstanding letters of credit 1.25%    
Letter of Credit | 2023 Credit Facility | Maximum      
Line of Credit Facility [Line Items]      
Fees on outstanding letters of credit 1.50%    
Bilateral Letter of Credit | 2023 Credit Facility      
Line of Credit Facility [Line Items]      
Line of credit facility, maximum borrowing capacity $ 25,000,000    
v3.24.3
STOCKHOLDERS' EQUITY (Schedule of Stock by Class) (Details) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Stockholders' Equity Note [Abstract]    
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 66,638,000 68,864,000
Undesignated preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Undesignated preferred stock, shares issued (in shares) 0 0
Common stock, par value (in USD per share) $ 0.000001 $ 0.000001
v3.24.3
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Repurchase of common stock     $ 188,399,000 $ 149,999,000
Treasury stock (in shares) 83,454 0 83,454 0
Excise tax       $ 0
Stock-based compensation $ 39,472,000 $ 43,467,000 $ 123,396,000 133,304,000
Capitalized stock-based compensation expense 3,300,000 2,200,000 9,200,000 7,500,000
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Intrinsic value of options exercised 0 $ 600,000 $ 300,000 $ 6,100,000
Granted (in shares)     0 0
Unrecognized compensation costs 300,000   $ 300,000  
Unrecognized compensation costs, period for recognition     10 months 24 days  
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation costs $ 245,300,000   $ 245,300,000  
Unrecognized compensation costs, period for recognition     2 years  
Fair value as of vest date of RSUs     $ 139,800,000 $ 147,900,000
ESPP        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of shares purchased (in shares) 0 2,295 387,968 382,627
Weighted-average purchase price (in USD per share)   $ 28.48 $ 31.42 $ 28.69
Stock-based compensation $ 800,000 $ 900,000 $ 2,800,000 $ 2,700,000
July 2017 Share Repurchase Program        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock repurchase program, authorized amount 1,950,000,000   1,950,000,000  
Remaining authorized repurchase amount $ 393,300,000   $ 393,300,000  
Stock repurchased (in shares)     4,979,329  
Repurchase of common stock     $ 188,400,000 $ 150,000,000.0
Stock repurchased and retired (in shares)     4,895,875 4,481,278
v3.24.3
STOCKHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Number of Shares (in thousands)    
Outstanding, beginning balance (in shares) 2,543  
Exercised (in shares) (37)  
Canceled (in shares) (33)  
Outstanding, ending balance (in shares) 2,473 2,543
Options vested and exercisable (in shares) 2,457  
Weighted-Average Exercise Price    
Outstanding, beginning balance (in USD per share) $ 34.94  
Exercised (in USD per share) 33.44  
Canceled (in USD per share) 64.91  
Outstanding, ending balance (in USD per share) 34.57 $ 34.94
Options vested and exercisable (in USD per share) $ 34.55  
Weighted-Average Remaining Contractual Term (in years)    
Outstanding, Weighted-Average Remaining Contractual Term (in years) 2 years 10 months 24 days 3 years 7 months 6 days
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years) 2 years 10 months 24 days  
Aggregate Intrinsic Value (in thousands)    
Outstanding, Aggregate Intrinsic Value $ 8,258 $ 33,100
Options vested and exercisable, Aggregate Intrinsic Value $ 8,240  
v3.24.3
STOCKHOLDERS' EQUITY (Schedule of Restricted Stock Units Activity) (Details)
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
RSUs  
Number of Shares  
Nonvested, beginning balance (in shares) 9,961,000
Granted (in shares) 2,223,000
Vested (in shares) (3,852,000)
Canceled (in shares) (523,000)
Nonvested, ending balance (in shares) 7,809,000
Weighted-Average Grant Date Fair Value  
Nonvested, beginning balance (in USD per share) | $ / shares $ 32.61
Granted (in USD per share) | $ / shares 43.97
Vested (in USD per share) | $ / shares 32.47
Canceled (in USD per share) | $ / shares 33.64
Nonvested, ending balance (in USD per share) | $ / shares $ 35.84
Shares withheld for taxes (in shares) 1,606,914
Performance Shares  
Number of Shares  
Nonvested, ending balance (in shares) 875,846
v3.24.3
STOCKHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation recorded to income before income taxes $ 39,472 $ 43,467 $ 123,396 $ 133,304
Benefit from income taxes (7,560) (9,023) (24,015) (27,898)
Total stock-based compensation recorded to net income attributable to common stockholders 31,912 34,444 99,381 105,406
Cost of revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation recorded to income before income taxes 1,301 1,298 4,099 4,026
Sales and marketing        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation recorded to income before income taxes 8,588 9,200 25,905 26,921
Product development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation recorded to income before income taxes 20,887 24,047 67,074 74,888
General and administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation recorded to income before income taxes $ 8,696 $ 8,922 $ 26,318 $ 27,469
v3.24.3
OTHER INCOME, NET (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Income and Expenses [Abstract]        
Interest income, net $ 5,308 $ 5,187 $ 16,396 $ 13,850
Transaction gain (loss) on foreign exchange, net 82 (100) (121) (69)
Release of nonrecurring tax reserve 0 0 3,102 0
Other non-operating income, net 1,841 1,067 5,900 3,483
Other income, net $ 7,231 $ 6,154 $ 25,277 $ 17,264
v3.24.3
INCOME TAXES (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax expense (benefit) $ 15,443,000 $ (10,189,000) $ 32,263,000 $ (475,000)
Income tax expense (benefit) due to U.S. federal and state income taxes and foreign income taxes     33,000,000.0 19,600,000
Net discrete tax benefit     700,000 $ 20,100,000
Unrecognized tax benefits that would impact effective tax rate 38,700,000   38,700,000  
Earnings of foreign subsidiaries to be reinvested indefinitely 35,900,000   35,900,000  
Within Next 12 Months        
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]        
Decrease in unrecognized tax benefits is reasonably possible $ 0   $ 0  
v3.24.3
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (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, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Basic net income per share:        
Net income attributable to common stockholders $ 38,440 $ 58,216 $ 90,630 $ 71,767
Weighted-average common shares outstanding (in shares) 67,219 69,030 67,862 69,366
Basic net income per share attributable to common stockholders (in USD per share) $ 0.57 $ 0.84 $ 1.34 $ 1.03
Diluted net income per share:        
Net income attributable to common stockholders $ 38,440 $ 58,216 $ 90,630 $ 71,767
Weighted-average common shares outstanding (in shares) 67,219 69,030 67,862 69,366
Number of shares used in diluted calculation (in shares) 69,163 73,566 71,109 72,920
Diluted net income per share attributable to common stockholders (in USD per share) $ 0.56 $ 0.79 $ 1.27 $ 0.98
Stock options        
Diluted net income per share:        
Incremental common shares (in shares) 229 501 351 246
RSUs        
Diluted net income per share:        
Incremental common shares (in shares) 1,587 3,899 2,851 3,259
ESPP        
Diluted net income per share:        
Incremental common shares (in shares) 128 136 45 49
v3.24.3
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Schedule of Anti-Dilutive Employee Stock Awards) (Details) - shares
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Stock options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Anti-dilutive awards (in shares) 1,099 761 680 1,319
RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Anti-dilutive awards (in shares) 1,974 26 1,612 364
v3.24.3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Net Revenue) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue $ 360,344 $ 345,122 $ 1,050,112 $ 994,686
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue 357,656 342,600 1,042,159 987,535
All other countries        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue 2,688 2,522 7,953 7,151
Advertising        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue 344,406 330,032 1,003,382 949,147
Services        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue 228,009 206,178 654,252 589,972
Restaurants, Retail & Other        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue 116,397 123,854 349,130 359,175
Other        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total net revenue $ 15,938 $ 15,090 $ 46,730 $ 45,539
v3.24.3
INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS (Long-Lived Assets) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 73,991 $ 68,684
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets 69,405 62,464
All other countries    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 4,586 $ 6,220
v3.24.3
SUBSEQUENT EVENTS (Details) - Subsequent Event - RepairPal, Inc.
$ in Millions
Nov. 06, 2024
USD ($)
Subsequent Event [Line Items]  
Cash consideration $ 80.0
15-Month Period After Closing  
Subsequent Event [Line Items]  
Holdback amount 8.0
24-Month Period After Closing  
Subsequent Event [Line Items]  
Holdback amount 2.0
30 Days Following Final, Non-Appealable Resolution Of Certain Legal Matters  
Subsequent Event [Line Items]  
Holdback amount $ 3.5
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