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目錄
美國
證券交易委員會
華盛頓特區20549
______________________________________________________________________________________________________
表 10-Q
______________________________________________________________________________________________________
☑根據1934年證券交易所法第13或15(d)條規定的季度報告
截至季度結束 2024年9月30日
或者
☐根據1934年證券交易所法第13或第15(d)條規定的過渡報告
從過渡期開始到

委託文件號碼：001-35444
_____________________________________________________________________________________________________
yelp inc
（按其章程規定的確切註冊人名稱）
______________________________________________________________________________________________________
特拉華州20-1854266
（註冊地或其他組織機構的州或其他轄區）（納稅人識別號碼）
350 Mission Street, 10th樓層
（主要營業地址，包括郵政編碼）, 加利福尼亞州 94105
（總部地址）（郵政編碼）

(415) 908-3801
(註冊人電話號碼，包括區號)
_________________________________________
在法案第12(b)條的規定下注冊的證券：
每種類別的證券交易標誌名稱爲每個註冊的交易所:
普通股，每股面值0.000001美元YELP紐約證券交易所有限責任公司
請勾選以下選項以指示註冊人是否在過去12個月內(或在註冊人需要提交此類報告的較短時間內)已提交證券交易法1934年第13或15(d)條所要求提交的所有報告，並且在過去90天內已受到此類報告提交要求的影響。Yes  ☑沒有☐
請在以下勾選方框表示註冊人是否已在Regulation S-T Rule 405規定的前12個月(或在註冊人需要提交此類文件的較短期間內)提交了每個互動數據文件。Yes  ☑沒有。☐
請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。
大型加速報告人☑加速文件提交人☐
非加速增長者
☐
較小的報告公司☐
新興成長公司☐
如果是新興成長型企業，請勾選此項，表示註冊者已選擇不使用根據《交易所法》第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期進行遵守。☐
請勾選：註冊人是否爲外殼公司（根據《交易所法案》120億.2規定定義）。是 ☐沒有☑
截至2024年11月1日，股份公司的普通股流通數量爲 65,817,690 每股面值爲0.000001美元的註冊公司普通股待分配。

目錄
Y幫助 INC.
Q每季度 R開啓電子端口 FORM 10-Q
TABLE OF C內容
第一部分
項目1。
事項二
第3項。
事項4。
第二部分
項目1。
項目1A。
事項二
第3項。
事項4。
項目5。
項目6。
___________________________________
除非上下文另有表明，本第10-Q表格季度報告（以下簡稱"季度報告"）中對"Yelp"，"公司"，"我們"，"我們"和"我們的"的參考指代yelp inc.，並在適當情況下還包括其子公司。
除非上下文另有說明，在本季度報告中所指的"移動應用"或"移動應用程序"均指我們針對移動設備開發的所有應用程序；"移動平台"的提及既指我們的移動應用，也指爲移動瀏覽器優化的我們網站的版本。同樣，對"網站"的提及指專門面向桌面和移動瀏覽器的網站版本，同時也包括我們網站的美國和國際版本。

1
目錄
有關前瞻性聲明之特別說明
此季度報告包含涉及風險、不確定性和假設的前瞻性聲明，如果這些情況從未實現或證明不正確，可能導致我們的結果與這些前瞻性聲明所表達或暗示的結果存在重大差異。本季度報告中包含的所有非純粹歷史性的聲明，包括關於我們未來經營結果或財務狀況、業務策略和計劃，以及管理層未來經營目標的聲明，均屬於《證券法》修訂案第27A條和《證券交易法》修訂案第21E條規定的前瞻性聲明範圍內。前瞻性聲明可能包括但不限於以下內容：
•我們的財務表現，包括我們的營業收入、營業費用和利潤率，以及我們維持盈利能力的能力；
•我們有能力維持和擴大我們的廣告客戶群。
•我們的戰略舉措旨在支持營業收入增長和利潤率擴張;
•我們的投資計劃和重點，包括產品開發、營銷和銷售渠道方面的計劃投資，以及擬收購RepairPal, Inc.（「RepairPal」）以及我們執行這些計劃和重點以及結果的能力；
•我們有能力與分佈式工作人員合作，以及相關的利與弊；
•客戶和營業收入保留方面的趨勢和期望；
•關於我們關鍵指標的趨勢和預期，包括消費者流量和參與度，以及它們爲增長帶來的機會；
•我們的流動性和營運資本需求；以及
•關於我們的股票回購計劃。
前瞻性聲明通常通過使用諸如「預計」，「相信」，「可以」，「繼續」，「可能」，「估計」，「期望」，「打算」，「可能」，「計劃」，「項目」，「尋求」，「應該」，「目標」，「將」，「會」等類似表達或旨在識別前瞻性聲明的變體來識別。
這些陳述是基於我們管理層的信仰和假設，這些又是基於目前管理層掌握的信息。這樣的前瞻性陳述面臨着風險、不確定性和其他重要因素，可能導致實際結果和特定事件的時間安排與未來結果表達或暗示的不同。此外，我們經營在一個競爭激烈且迅速變化的環境中。新的風險會不時出現。我們的管理層無法預測所有風險，也無法評估所有因素對我們業務的影響，或任何因素或一系列因素可能導致實際結果與我們可能提出的任何前瞻性陳述中所含不同的程度。考慮到這些風險、不確定性和假設，本季度報告中討論的前瞻性事件和情況可能不會發生，實際結果可能會明顯而且不利地與前瞻性陳述中預期的或暗示的結果不同。
可能導致或促成這些差異的因素，包括但不限於在標題為「的部分中討論的那些因素風險因素」中，包含於我們截至2023年12月31日的年度報告（“年度報告”）的第I部分，第1A項中，例如：
•不利的宏觀經濟條件，包括通脹、利率期貨和供應鏈問題，以及它們對消費者行為、使用者活動和廣告主支出的影響;
•我們有能力維持和擴大我們的廣告客戶群，特別是因為許多企業繼續面對宏觀經濟挑戰，包括勞工和供應鏈困難。;
•我們執行戰略計畫的能力以及其有效性;
•我們的能力是 招聘、留住、激勵 和 有效管理 資歷深厚的員工主要為遠程辦公環境;
•我們在平台上保持和提高用戶參與度的能力包括 我們生成、維護和推薦足夠的內容，以滿足消費者找到相關、有用和可靠的需求;
•我們所在的市場競爭激烈，且變化迅速；
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目錄
•我們對第三方服務提供商和戰略合作夥伴的依賴;
•我們對搜尋引擎和應用程式市場的依賴，某些提供商的產品和服務與我們的產品直接競爭。;
•我們維持我們的科技和製造行業不間斷和正常運作的能力;
•我們的軟體或第三方供應商的產品中實際或被認為存在的安防漏洞，以及錯誤、漏洞或缺陷。;
•我們生成足夠營業收入以維持盈利的能力，特別是考慮到， 我們在一個不斷發展的行業板塊中有限的運營歷史, 在我們的戰略舉措上持續的不斷投資，以及宏觀經濟挑戰的持續影響;
•我們準確預測營業收入並適當規劃支出的能力；
•我們在行動裝置和桌上電腦以外的其他平台上有效運作的能力;
•我們實際或被認為未能遵守適用於我們業務的法律和法規;
•我們有能力維護、保護和增強Yelp品牌，並處理可能出現的負面宣發。並且
•我們成功管理任何戰略機遇的能力，包括收購和整合任何新的企業、解決方案或技術。 如 我們對 RepairPal，以及我們的能力 將已收購的產品進行貨幣化。.
此外，此類前瞻性聲明僅代表本報告的日期。除法律要求外，我們沒有責任更新任何前瞻性聲明，以反映該聲明日期之後發生的事件或情況。
關於指標的備註
我們審查多項績效指標，以評估我們的業務、衡量我們的表現、識別業務趨勢、準備財務預測並做出戰略決策。請參見本季度報告以及我們的年度報告中標題為「管理層對財務狀況及業務運作結果的討論與分析—關鍵指標」的部分，以獲取有關我們如何定義關鍵指標的信息。除非另有說明，否則這些指標不包括訂閱產品或我們的業主產品的指標。
雖然我們的指標基於我們認為合理的計算，但在衡量我們龐大的用戶群體的使用情況方面存在固有挑戰。我們的一些性能指標，包括訪問我們移動應用程序的獨立設備數量、廣告點擊數、平均成本和活躍申請的本地業務位置，都是通過公司內部工具來追踪的，這些工具並未經任何第三方獨立驗證，並且存在許多限制。例如，我們的指標可能會受到自動聯絡我們伺服器以獲取定期更新的移動應用程序的影響，而這些操作並未涉及明顯的用戶行為；這種活動可能會導致我們的系統將與該應用程序相關聯的設備在特定時間段內計算為獨特應用設備。儘管我們已採取措施排除這類活動，因此不認為這對我們報告的指標產生了實質性影響，但我們的努力可能未能成功考慮所有此類活動。
我們根據Google LLC（「Google」）的數位行銷智能產品Google Analytics所計算的指標——桌面和行動網站的獨立訪客數——也受到類似的限制。由於多種因素，包括人為和軟體錯誤，Google Analytics 定期會遇到提供準確數據的困難。此外，由於這些流量指標是基於獨特識別碼來追踪的，從多個設備以不同識別碼訪問我們網站的個人可能會被計算為多個獨立訪客，而從共用設備以單一識別碼訪問我們網站的多個個體可能會被計算為一個獨立訪客。因此，我們的獨立訪客的計算可能無法準確反映實際訪問我們網站的人數。
我們的流量及其他關鍵指標的測量可能也會與第三方（除了我們用來計算這些指標的數據來源之外）的估算或我們競爭對手的類似指標有所不同。我們不斷尋求提升我們測量這些關鍵指標的能力，並定期檢視我們的流程，以評估潛在的準確性改善。偶爾，我們可能會發現我們的指標中存在不準確的情況，或進行調整以提高其準確性，這些調整可能會導致我們歷史指標的重新計算。我們認為，除非另行聲明，否則任何此類不準確或調整都是不重要的。同樣，Google Analytics也會定期對其工具和方法論進行變更和更新。截至2024年7月1日，Google不再提供我們歷史上使用的Google Analytics產品的Universal Analytics版本，用於我們的網絡流量指標。我們計劃從2024年12月31日結束的年度開始，根據內部測量工具來報告我們的網絡流量指標。這些對我們網絡流量指標的變更將導致新數據與之前報告的數據之間的不一致性。
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第一部分. 財務資訊
項目 1. 財務報表
yelp inc
簡明綜合資產負債表
（以千為單位，除面值外）
(未經審計)
九月三十日
2024		十二月三十一日
2023
資產
流動資產：
現金及現金等值$261,588 $313,911 
短期可交易證券135,426 127,485 
應收帳款（扣除 $ 可疑賬戶的津貼淨額16,373 和 $13,768 分別於二零二四年九月三十日和二零二三年十二月三十一日）
155,131 146,147 
預付費用及其他流動資產38,083 36,673 
流動資產總額590,228 624,216 
物業，設備和軟件，網73,991 68,684 
營運租賃使用權資產28,380 48,573 
善良104,433 103,886 
無形資產，淨6,638 7,638 
其他非流動資產176,538 161,726 
總資產$980,208 $1,014,723 
負債及股東權益
流動負債：
應付帳款及累計負債$134,746 $132,809 
營運租賃負債 — 流動28,022 39,234 
延期收入7,601 3,821 
流動負債總額170,369 175,864 
營運租賃負債 — 長期25,905 48,065 
其他長期負債
44,394 41,260 
負債總額240,668 265,189 
承諾和應變（註十二)
股東權益：
普通股票，$0.000001 額定值 — 200,000 授權的股份， 66,638 於二零二四年九月三十日發行及未發行的股份，及 68,864 於二零二三年十二月三十一日發行及未發行股份
— — 
額外支付資本1,873,678 1,786,667 
庫務股(2,907)(282)
累積其他綜合損失(10,535)(12,202)
累計赤字(1,120,696)(1,024,649)
股東權益總數
739,540 749,534 
負債總和股東權益
$980,208 $1,014,723 

參閱簡明合併基本報表附註。
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目錄
yelp inc
綜合綜合綜合損益表
(以千為單位，除每股數據外)
(未經審計)
截至三個月
九月三十日，		截至九個月的時間
九月三十日，
2024202320242023
淨營業收入$360,344 $345,122 $1,050,112 $994,686 
成本及費用:
營業成本（不包括單獨列示的折舊和攤銷）32,382 28,370 90,414 84,613 
銷售與行銷144,631 137,703 442,715 424,308 
產品開發77,748 81,020 251,055 254,247 
一般及行政49,605 45,695 139,471 145,609 
折舊及攤銷9,326 10,461 28,841 31,881 
總費用及支出313,692 303,249 952,496 940,658 
營業收入46,652 41,873 97,616 54,028 
其他收入，淨額7,231 6,154 25,277 17,264 
稅前收入53,883 48,027 122,893 71,292 
所得稅賦（減）益15,443 (10,189)32,263 (475)
歸屬於普通股東的淨利潤$38,440 $58,216 $90,630 $71,767 
每股淨利潤歸屬於普通股股東
基本$0.57 $0.84 $1.34 $1.03 
稀釋$0.56 $0.79 $1.27 $0.98 
用於計算歸屬普通股股東每股凈利潤的加權平均股份
基本67,219 69,030 67,862 69,366 
稀釋69,163 73,566 71,109 72,920 

參閱簡明合併基本報表附註。

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目錄
yelp inc
綜合損益簡明合併財務報表
(以千為單位)
(未經審計)
截至三個月
九月三十日，		截至九個月的時間
九月三十日，
 2024202320242023
歸屬於普通股東的淨利潤$38,440 $58,216 $90,630 $71,767 
其他綜合損益：
外幣兌換差異金額，淨額稅後2,905 (1,502)1,223 429 
可供出售的債務證券未實現收益（損失），扣除稅項694 100 444 (162)
其他綜合收益（損失）3,599 (1,402)1,667 267 
綜合收益$42,039 $56,814 $92,297 $72,034 

參閱簡明合併基本報表附註。


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目錄
yelp inc
股東權益簡明合併財務報表
(以千為單位)
(未經審計)
普通股資本公積金庫藏股累计資產
其他綜合損益		累積虧損
股東權益總計
股票數量
截至2023年6月30日的結餘69,287 $— $1,732,909 $(159)$(13,876)$(1,010,272)$708,602 
員工行使期權時發行普通股69 — 2,426 — — — 2,426 
受限股票單位（“RSUs”）解禁時發行普通股，凈821 — — — — — — 
員工購股計畫發行普通股2 — 65 — — — 65 
基於股票的補償（包括資本化的基於股票的補償）— — 44,826 — — — 44,826 
與股權獎勵的凈股份結算相關的預扣稅— — (23,052)— — — (23,052)
購回普通股— — — (50,107)— — (50,107)
養老普通股(1,217)— — 49,999 — (49,999)— 
其他綜合損失— — — — (1,402)— (1,402)
凈利潤— — — — — 58,216 58,216 
2023年9月30日的結餘68,962 $— $1,757,174 $(267)$(15,278)$(1,002,055)$739,574 
截至2024年6月30日的餘額67,622 $— $1,848,677 $(806)$(14,134)$(1,098,390)$735,347 
符合限制性股票單位(RSU)的普通股發行，凈額714 — — — — — — 
基於股票的補償（包括資本化的基於股票的補償）— — 41,954 — — — 41,954 
與股權獎勵的凈股份結算相關的代扣稅款— — (16,953)— — — (16,953)
購回普通股— — — (62,847)— — (62,847)
養老普通股(1,698)— — 60,746 — (60,746)— 
其他綜合收益— — — — 3,599 — 3,599 
凈利潤— — — — — 38,440 38,440 
截至2024年9月30日的結餘66,638 $— $1,873,678 $(2,907)$(10,535)$(1,120,696)$739,540 

參閱簡明合併基本報表附註。




















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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.

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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.
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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
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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 
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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.
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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 
        
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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.
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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.”
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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.
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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.
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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
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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.
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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.
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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.
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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)