[Part I. Financial Information](index=5&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company presents its unaudited condensed consolidated financial statements for the quarter ended June 30, 2024 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $252,435 | $313,911 | | Total current assets | $583,679 | $624,216 | | **Total assets** | **$964,978** | **$1,014,723** | | Total current liabilities | $158,073 | $175,864 | | **Total liabilities** | **$229,631** | **$265,189** | | **Total stockholders' equity** | **$735,347** | **$749,534** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2024 | Q2 2023 | Six Months 2024 | Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $357,016 | $337,126 | $689,768 | $649,564 | | Income from operations | $39,747 | $18,742 | $50,964 | $12,155 | | **Net income** | **$38,036** | **$14,729** | **$52,190** | **$13,551** | | Diluted EPS | $0.54 | $0.21 | $0.73 | $0.19 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $112,544 | $122,251 | | Net cash used in investing activities | ($23,046) | ($46,885) | | Net cash used in financing activities | ($150,411) | ($112,905) | | **Change in cash, cash equivalents and restricted cash** | **($61,208)** | **($36,364)** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The California Invasion of Privacy Act (CIPA) lawsuit was settled, with the company making a **$15.0 million payment in Q2 2024**[72](index=72&type=chunk)[73](index=73&type=chunk) - In the first six months of 2024, the company repurchased and retired **3,198,097 shares for an aggregate price of $125.9 million**, with **$455.7 million remaining** available for future repurchases[84](index=84&type=chunk)[85](index=85&type=chunk) - For Q2 2024, Services advertising revenue was **$223.0 million**, while Restaurants, Retail & Other was **$118.4 million**[101](index=101&type=chunk)[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes Q2 2024 financial results, highlighting revenue growth, strategic initiatives, and operational performance [Overview and Key Metrics](index=26&type=section&id=Overview%20and%20Key%20Metrics) - Strategic initiatives in Q2 2024 drove progress in key areas, including **15% YoY revenue growth in Home Services** and **20% YoY revenue growth in the Self-serve channel**[108](index=108&type=chunk)[109](index=109&type=chunk) - Total Paying Advertising Locations decreased **6% YoY to 531,000** in Q2 2024, as a 7% growth in Services locations was offset by a 15% decline in RR&O locations[124](index=124&type=chunk) Key Performance Metrics (YoY % Change) | Metric | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Ad Clicks | 9% | 0% | | Average CPC | (1)% | 14% | Advertising Revenue by Category (in thousands) | Category | Q2 2024 | Q2 2023 | % Change | | :--- | :--- | :--- | :--- | | Services | $222,955 | $200,274 | 11% | | Restaurants, Retail & Other | $118,383 | $121,698 | (3)% | | **Total Advertising Revenue** | **$341,338** | **$321,972** | **6%** | [Results of Operations](index=29&type=section&id=Results%20of%20Operations) - Total net revenue **increased 6% YoY** in Q2 2024, driven by an 11% growth in Services advertising revenue, partially offset by a 3% decline in RR&O advertising revenue[126](index=126&type=chunk) - Sales and marketing expenses **rose 8% YoY** in Q2 2024, primarily due to a $10.3 million increase in marketing spend to acquire Services projects[135](index=135&type=chunk) - General and administrative expenses **decreased 16% YoY** in Q2 2024, mainly because a prior-year $11.0 million loss contingency for the CIPA settlement did not recur[142](index=142&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk) - Income from operations **more than doubled to $39.7 million** in Q2 2024 from $18.7 million in Q2 2023, reflecting revenue growth and lower G&A expenses[126](index=126&type=chunk) [Non-GAAP Financial Measures](index=32&type=section&id=Non-GAAP%20Financial%20Measures) Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Net income | $38,036 | $14,729 | | **Adjusted EBITDA** | **$91,115** | **$83,937** | | Net income margin | 11% | 4% | | Adjusted EBITDA margin | 26% | 25% | Free Cash Flow (in thousands) | Metric | Six Months 2024 | Six Months 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $112,544 | $122,251 | | Purchases of property, equipment and software | (16,574) | (15,153) | | **Free cash flow** | **$95,970** | **$107,098** | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2024, principal liquidity sources included **$252.4 million in cash and cash equivalents** and **$132.4 million in marketable securities**[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Material cash requirements include **$73.2 million for operating leases** and approximately **$189.7 million for purchase obligations**, primarily for website hosting[169](index=169&type=chunk)[170](index=170&type=chunk) - Net cash from operating activities for the first six months of 2024 was **$112.5 million**, a decrease from $122.3 million in the prior-year period[172](index=172&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure remains materially unchanged from the prior year-end disclosure - Market risks related to interest rates, foreign exchange, and inflation have **not changed materially** since year-end 2023[180](index=180&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - Based on an evaluation as of June 30, 2024, the CEO and CFO concluded that the company's **disclosure controls and procedures were effective**[182](index=182&type=chunk) - **No material changes** in internal control over financial reporting occurred during Q2 2024[183](index=183&type=chunk) [Part II. Other Information](index=38&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company provides an update on material legal proceedings, referencing details in the financial statement notes - For material legal proceedings, the report refers to Note 12, which details the CIPA Action settlement; other matters are **not expected to have a material impact**[187](index=187&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's previously disclosed risk factors were reported during the period - **No material changes** have been made to the risk factors disclosed in the company's Annual Report[188](index=188&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details its stock repurchase activity for the second quarter of 2024 Issuer Purchases of Equity Securities (Q2 2024) | Period | Total Shares Purchased (thousands) | Average Price Paid per Share | | :--- | :--- | :--- | | April 2024 | 614 | $40.09 | | May 2024 | 343 | $37.23 | | June 2024 | 714 | $36.44 | [Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company discloses the establishment of a Rule 10b5-1 trading plan by its Chief Executive Officer - On May 14, 2024, CEO Jeremy Stoppelman established a Rule 10b5-1 trading plan to sell up to **865,000 shares of common stock**[192](index=192&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed in conjunction with the Form 10-Q report

Yelp Inc. (NYSE:YELP) Q2 2024 Earnings Conference Call August 8, 2024 5:00 PM ET Company Participants Kate Krieger - Director, IR Jeremy Stoppelman - CEO David Schwarzbach - CFO Jed Nachman - COO Conference Call Participants Eric Sheridan - Goldman Sachs Cal Bartyzal - Craig-Hallum Capital Group Colin Sebastian - Baird Sergio Segura - KeyBanc Josh Beck - Raymond James Dion Lee - Evercore Georgia Anderson - Wolfe Research Operator Hello, and welcome to the Q2 2024 Yelp, Inc. Earnings Conference Call. [Operat ...

EXHIBIT 99.1 Yelp Achieves Record Net Revenue and Strong Profitability in the Second Quarter 2024 Net Revenue increased by 6% year over year to $357 million Net Income increased by 158% year over year to $38 million, reflecting an 11% margin Adjusted EBITDA grew 9% year over year to $91 million, reflecting a 26% margin Full-year outlook adjusted to $1.410 billion to $1.425 billion of Net Revenue and $325 million to $335 million of Adjusted EBITDA 1 SAN FRANCISCO--(BUSINESS WIRE)-- August 8, 2024-- Yelp Inc. ...

[Part I. Financial Information](index=5&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Yelp's unaudited condensed consolidated financial statements for Q1 2024 report a **$14.2 million** net income, a significant improvement from a **$1.2 million** net loss in Q1 2023 Condensed Consolidated Statements of Operations Highlights (Q1 2024 vs Q1 2023) | Financial Metric | Q1 2024 (in $ thousands) | Q1 2023 (in $ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Net Revenue** | $332,752 | $312,438 | +6.5% | | Income (loss) from operations | $11,217 | $(6,587) | N/A | | **Net income (loss)** | $14,154 | $(1,178) | N/A | | **Diluted EPS** | $0.20 | $(0.02) | N/A | Condensed Consolidated Balance Sheet Highlights (As of March 31, 2024) | Balance Sheet Item | March 31, 2024 (in $ thousands) | December 31, 2023 (in $ thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $296,045 | $313,911 | | Total current assets | $606,900 | $624,216 | | **Total assets** | $993,477 | $1,014,723 | | Total current liabilities | $191,296 | $175,864 | | **Total liabilities** | $271,504 | $265,189 | | **Total stockholders' equity** | $721,973 | $749,534 | Condensed Consolidated Statements of Cash Flows Highlights (Q1 2024 vs Q1 2023) | Cash Flow Item | Q1 2024 (in $ thousands) | Q1 2023 (in $ thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $72,855 | $74,244 | | Net cash used in investing activities | $(6,402) | $(37,280) | | Net cash used in financing activities | $(83,834) | $(54,706) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 financial results, highlighting a **7%** net revenue increase to **$332.8 million**, driven by Services, and strategic AI initiatives Q1 2024 Financial Highlights | Metric | Q1 2024 | YoY Change | | :--- | :--- | :--- | | Net Revenue | $332.8 million | +7% | | Net Income | $14.2 million | N/A (from loss) | | Adjusted EBITDA | $64.5 million | +19% | - Strategic investments in product and marketing drove progress, particularly in Home Services, which saw revenue grow approximately **15%** YoY[106](index=106&type=chunk) - The company launched Yelp Assistant, a conversational AI feature, and the Yelp Fusion AI API to improve user experience and expand content reach to third-party platforms[106](index=106&type=chunk) - Revenue from the Self-serve channel grew approximately **20%** YoY, driven by record customer acquisition[106](index=106&type=chunk) [Key Metrics](index=26&type=section&id=Key%20Metrics) Q1 2024 advertising revenue grew **7%** due to **8%** ad click increase, with Services revenue up **11%** despite a **4%** decrease in total paying advertising locations Ad Clicks and Average CPC (YoY Change) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Ad Clicks | 8% | 1% | | Average CPC | (1)% | 14% | Advertising Revenue by Category (Q1 2024) | Category | Revenue (in $ thousands) | YoY Change | | :--- | :--- | :--- | | Services | $203,288 | 11% | | Restaurants, Retail & Other | $114,350 | 1% | | **Total Advertising Revenue** | **$317,638** | **7%** | Paying Advertising Locations (Q1 2024) | Category | Locations (in thousands) | YoY Change | | :--- | :--- | :--- | | Services | 252 | 6% | | Restaurants, Retail & Other | 278 | (12)% | | **Total Paying Advertising Locations** | **530** | **(4)%** | [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Q1 2024 saw total net revenue increase **7%** to **$332.8 million**, with operating income turning positive at **$11.2 million** due to controlled expense growth - Advertising revenue increased by **7%** YoY, primarily due to an **8%** increase in ad clicks[126](index=126&type=chunk) - Sales and marketing expenses were flat YoY, as increased marketing spend on Services project acquisition was offset by reductions in workplace operating costs[133](index=133&type=chunk) - General and administrative expenses decreased by **3%** YoY, mainly because a **$3.6 million** impairment charge from Q1 2023 did not recur. This was partially offset by a **$4.9 million** increase in the provision for doubtful accounts[138](index=138&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, Yelp's liquidity included **$296.0 million** cash and **$124.7 million** marketable securities, with **$72.9 million** cash from operations in Q1 Liquidity Position as of March 31, 2024 | Item | Amount (in $ millions) | | :--- | :--- | | Cash and cash equivalents | $296.0 | | Marketable securities | $124.7 | | Available under credit facility | $110.9 | - In Q1 2024, the company repurchased **1,526,366** shares for an aggregate price of **$62.5 million**[172](index=172&type=chunk) - Future material cash requirements include **$83.9 million** for operating leases and approximately **$198.9 million** for purchase obligations, primarily for website hosting services[163](index=163&type=chunk)[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's exposure to market risks, including interest rate, foreign exchange, and inflation, remains materially unchanged since year-end 2023 - Primary market risks include interest rate, foreign exchange, and inflation[175](index=175&type=chunk) - There have been no material changes in market risk exposure since the end of 2023[175](index=175&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2024[177](index=177&type=chunk) - No material changes to internal control over financial reporting occurred during the first quarter of 2024[178](index=178&type=chunk) [Part II. Other Information](index=36&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The CIPA Action class action lawsuit was settled for **$15.0 million**, receiving final court approval on April 10, 2024, resolving all claims - The CIPA Action lawsuit was settled for **$15.0 million**, with final court approval granted on April 10, 2024[68](index=68&type=chunk) - The company had accrued the full **$15.0 million** for this loss contingency as of March 31, 2024, and expects to fund the settlement in Q2 2024[69](index=69&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's previously disclosed risk factors were identified since the Annual Report on Form 10-K - No material changes to risk factors were identified since the last Annual Report[183](index=183&type=chunk) [Issuer Purchases of Equity Securities](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) In Q1 2024, Yelp repurchased **1.53 million** shares for **$62.5 million**, with **$492.2 million** remaining for future repurchases Stock Repurchase Activity (Q1 2024) | Period | Total Shares Purchased (in thousands of shares) | Average Price Paid per Share | | :--- | :--- | :--- | | January 2024 | 541 | $45.04 | | February 2024 | 59 | $44.79 | | March 2024 | 927 | $38.31 | - The Board authorized an additional **$500.0 million** for the stock repurchase program in February 2024[184](index=184&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) This section discloses that CTO Sam Eaton and COO Jed Nachman entered into Rule 10b5-1 trading plans in February and March 2024, respectively - On February 21, 2024, CTO Sam Eaton entered into a Rule 10b5-1 trading plan[187](index=187&type=chunk) - On March 5, 2024, COO Jed Nachman entered into a Rule 10b5-1 trading plan[188](index=188&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents

Financial Data and Key Metrics Changes - Net revenue increased by 7% year-over-year to $333 million in Q1 2024 [8][12] - Net income was $14 million, reflecting a 4% margin, compared to a net loss of $1 million in Q1 2023 [12] - Adjusted EBITDA rose by 19% year-over-year to $64 million, representing a 19% margin [12][18] - Advertising revenue in services categories grew by 11% year-over-year to $203 million [12][18] Business Line Data and Key Metrics Changes - Home services revenue grew approximately 15% year-over-year, making it a standout performer [8][12] - Request-a-Quote projects increased by approximately 20% year-over-year, driven by paid project acquisition efforts [9][12] - Advertising revenue from restaurants, retail, and other categories grew modestly by 1% year-over-year to $114 million [13] Market Data and Key Metrics Changes - Overall paying advertising locations decreased by 4% year-over-year, while paying advertising locations in services categories increased by 6% [13] - Multi-location revenue increased by approximately 5% year-over-year, reflecting softness in restaurant, retail, and other categories [13][39] Company Strategy and Development Direction - The company continues to focus on enhancing its services categories, particularly in home services [8][11] - New AI-powered initiatives, including the Yelp Assistant and Yelp Fusion AI API, are expected to transform consumer-business interactions [10][11] - The company plans to invest $40 million or more in services project acquisition in 2024 to drive long-term growth [18] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging operating environment for businesses in restaurant and retail categories due to inflationary pressures and elevated input costs [13][32] - The company remains confident in its strategy to drive long-term profitable growth and shareholder value [11][20] - For Q2 2024, the company expects net revenue to be in the range of $350 million to $355 million, reaffirming full-year guidance of $1.42 billion to $1.44 billion [17][18] Other Important Information - The company repurchased $62.5 million worth of shares in Q1 2024, with $519 million remaining under its existing repurchase authorization [17][56] - Stock-based compensation expense was reduced to 13% of revenue, with a target to lower it below 8% by the end of 2025 [16] Q&A Session Summary Question: Any learnings from Q1 regarding paid search budget? - Management noted positive early results from expanding the paid search budget, with significant increases in project volume and ad clicks, and a decline in CPC [22][24] Question: Insights on the Yelp Assistant and consumer friction reduction? - Management highlighted that the Yelp Assistant is effectively guiding consumers through project submissions, leading to positive consumer engagement [25][26] Question: Future of the partnership with Perplexity and competition for ad dollars? - Management expressed excitement about the Perplexity partnership, emphasizing Yelp's strong local content and ongoing conversations for potential AI licensing opportunities [28][30] Question: Confidence in increased investment without revenue returns? - Management explained that early results from increased spending in Q1 showed significant project and click increases, which they expect to translate into higher ad budgets over time [35][37] Question: Trends in RR&O segment and expectations for the second quarter? - Management indicated continued weakness in the RR&O segment, with expectations for gradual improvement as macroeconomic conditions stabilize [39]

EXHIBIT 99.1 Investments in Services Drove Yelp's First Quarter 2024 Results Net Revenue increased by 7% year over year to $333 million Net Income increased from the prior year to $14 million, reflecting a 4% margin Adjusted EBITDA grew 19% year over year to $64 million SAN FRANCISCO--(BUSINESS WIRE)-- May 9, 2024-- Yelp Inc. (NYSE: YELP), the trusted platform that connects people with great local businesses, today announced its financial results for the first quarter ended March 31, 2024 in the Q1 2024 Sha ...

Platform Performance and User Engagement - The company's platform has over 260 million ratings and reviews, with approximately 74% of reviews submitted being recommended as of December 31, 2023[22] - Automated recommendation software analyzes billions of data points, recommending 74% of reviews while de-emphasizing 18% of less reliable content[58][60] - Approximately 9% of reviews were removed as of December 31, 2023, for violating terms of service[66] - Consumer alerts program warns users of suspicious review activity, compensated reviews, and questionable legal threats[64][65] - Community Managers and Yelp Elite Squad foster user engagement through events, local promotions, and recognition of high-quality contributors[71][73] - The company's ability to attract, retain, and engage visitors on its platform is critical to its business and financial success[136] - The company's success depends on attracting consumer traffic with valuable content, which relies on user contributions and perceptions of relevance, helpfulness, and reliability[169][171] - Negative publicity, including allegations of manipulated reviews or biased content, could harm the company's brand and business[175] Advertising and Revenue - Advertising accounted for 95% of the company's revenue in 2023, consistent with the previous two years[34] - Yelp Ads generate a majority of the company's advertising revenue, primarily through performance-based ads priced on a CPC basis[35] - Yelp offers multi-location ad products, including Showcase Ads, Spotlight Ads, and Yelp Audiences, which extend campaign reach to high-intent audiences off-platform[35] - The company's Upgrade Package is its most popular product after Yelp Ads, offering features like competitor ad removal and Business Highlights[35] - The company conducted an average of 19 million ad auctions per day in 2023, optimizing ad delivery through proprietary technology[24] - The company plans to invest in new ad formats and leverage neural networks to improve ad efficiency in 2024[29] - Proprietary ad targeting technology leverages neural networks evaluating over 4,000 signals to deliver hyper-relevant ads in less than half a second[53] - Auction system conducts 19 million auctions daily, predicting demand for 16 million ad categories and optimizing bids 96 times per day per advertiser[55] - The company is focusing on driving sales through its Self-serve and Multi-location channels, which are more margin-accretive than Local sales[31] - Local sales historically comprised the largest share of advertising revenue, but the company is shifting focus to Self-serve and Multi-location channels[43] - Multi-location advertising budgets represent a significant growth opportunity, with plans to expand full-funnel ad products and attribution solutions in 2024[44] - The company's average CPC increased in 2023 compared to 2022 due to strong advertiser demand combined with less robust consumer activity[123] - The company generates a substantial majority of its revenue from advertising delivered on mobile devices, and anticipates this trend to continue[164] - Apple's changes to iOS in 2021 reduced the company's ability to target and measure advertising, potentially limiting future expansion of relevant advertising products[167] - The company must balance advertiser demand for new products with its commitment to prioritizing user experience over short-term monetization[166] Technology and Innovation - The company uses machine learning, AI, and large language models to enhance ad targeting, content moderation, and search capabilities[51] - Mobile platform supports both iOS and Android, with Yelp for Business app providing daily metrics, page view analytics, and ad management[52] - Platform hosted on AWS with high availability, leveraging third-party cloud services for content delivery, storage, and ad serving[56] - The company is increasingly incorporating AI into its platform, but risks include operational failures, legal liabilities, and reputational harm if AI-generated content is perceived as biased or inaccurate[203] - Open source software used in products may expose the company to litigation, licensing costs, or re-engineering challenges[202] - The company is working to improve real-time bidding and click prediction systems by capturing additional data signals[29] - The company plans to enhance its Request-a-Quote feature using advanced technologies to create more personalized request flows in 2024[28] - Yelp Fusion enables developers to integrate Yelp content into products, with partnerships including Apple, Audi, and BMW[40] Competition and Market Challenges - Company faces competition from AI-driven search engines, social media platforms, and traditional advertising channels[80] - Competitors may have advantages such as greater market share, established user bases, and more resources, which could impact the company's ability to compete effectively[81] - The company's success depends on factors like product popularity, content quality, ad targeting capabilities, and audience engagement relative to competitors[83] - Competition intensifies with new technologies (e.g., AI) and market entrants, including major players like Google and Meta leveraging their resources and market positions[150][151] - Google's integration of AI-generated responses and promotion of its own local products in search results could negatively impact the company's traffic and business operations[145] - Potential challenges from changes in app marketplace policies, such as Google's Chrome browser updates limiting data collection for ad targeting[146] - Dependence on third-party partnerships (e.g., Apple Maps, AWS) for traffic, data, and infrastructure, with risks of disruptions or termination impacting operations[156][157] - The company's traffic and app downloads have declined following changes to the display of content in Apple Maps, and it expects this decline to continue[138] Financial Performance and Strategy - The company aims to reduce stock-based compensation expense to less than 8% of revenue by the end of 2025[33] - Revenue is typically lowest in the first quarter and increases sequentially through the third quarter, with fourth quarter revenue similar to the third and first quarter of the subsequent year[114] - Ad budgets for multi-location customers typically increase throughout the year, peaking in the fourth quarter, while SMB ad budgets tend to decrease in the fourth quarter[114] - Traffic is typically weakest in the fourth quarter of the year[114] - Adverse macroeconomic conditions have had, and may continue to have, a significant adverse impact on the company's business and revenue[116] - Weakness in advertiser demand in the RR&O categories was observed in the second half of December 2023 and into 2024 due to macroeconomic pressures[126] - Consumer use of the company's mobile app and web traffic remained below pre-pandemic 2019 levels in 2023 due to economic uncertainty and inflationary pressures[122] - The company's growth strategy includes providing the most trusted local search and discovery platform and optimizing advertiser value through advanced technology[131] - Traffic growth rate is expected to slow and decline due to business maturation and high penetration rates in major U.S. and Canadian markets[141] - Company relies heavily on Internet search engines (e.g., Google) and app marketplaces (e.g., Apple App Store, Google Play) for traffic, with potential risks if these platforms reduce prominence of its links[142][145] - Testing of SEM (Search Engine Marketing) in 2023 to acquire traffic for Services categories, with plans to expand efforts in 2024[142] - Fluctuations in operating results may occur due to macroeconomic conditions, changes in advertiser budgets, and shifts in consumer behavior[207] - The company tracks performance metrics using internal tools, which may contain errors or limitations, potentially distorting reported data and affecting long-term strategies[209] Employee and Workforce Management - As of December 31, 2023, the company had 4,713 employees globally, with 4,872 including those on leave[94] - The company operates on a fully remote working model, which has reduced office footprint and operating costs while providing flexibility to employees[95] - The company conducted employee engagement surveys and implemented changes in 2024, including enhanced retirement plans and additional benefits[98] - The company improved diversity data collection processes in 2023, with underrepresented minority groups including Black, Latinx, Native American, and Native Hawaiian employees[104][106] - The company has 21 employee resource groups (YERGs) with nearly half of the employee population as members, fostering inclusion and belonging[107] - The company focuses on attracting talent through distributed workforce models, competitive compensation, and equity incentive plans[108][110] - Shift in compensation mix from equity to cash may impact employee retention and motivation, with increased hiring costs and competition for skilled personnel[148] - Risks from external factors (e.g., public health crises, natural disasters) affecting employee productivity and operations, especially with a distributed workforce[159] Partnerships and Collaborations - Yelp's partnership with Grubhub facilitates food orders for pickup and delivery, with revenue recognized on a net basis through December 31, 2023[38] - Yelp Guest Manager, a subscription-based suite for restaurants, includes tools like online reservations and waitlist management[40] - Yelp Fusion enables developers to integrate Yelp content into products, with partnerships including Apple, Audi, and BMW[40] - Dependence on third-party partnerships (e.g., Apple Maps, AWS) for traffic, data, and infrastructure, with risks of disruptions or termination impacting operations[156][157] - Potential revenue impact from negative advertiser experiences with resale partners or disputes over contractual obligations[158] ESG and Corporate Responsibility - The company has established ESG goals, including advancing racial and gender equality and reducing its carbon footprint, but failure to achieve these goals could harm its reputation and financial performance[186] - The company faces risks related to evolving ESG standards, which may result in inconsistent or non-comparable data and potential revisions to current goals or reported progress[187] - The company prioritizes consumer experience over short-term gains, which may negatively impact relationships with advertisers but is seen as essential for long-term success[183][185] Operational Risks and Challenges - Service disruptions or outages could damage the company's reputation, lead to user loss, and negatively impact operations, especially if users cannot access the platform as expected[188][189] - Capacity constraints and infrastructure changes may make it difficult to maintain platform availability during peak usage times as traffic increases[190] - The company relies on third-party service providers like AWS, and large-scale outages affecting these providers could disrupt system functionality[190] - Cyber-attacks and security breaches pose significant risks, potentially leading to data loss, reputational damage, and financial harm[195][196][197] - Intellectual property risks include challenges in protecting trademarks, patents, and domain names, which could harm the company's brand and competitive position[200][201][206] - Acquisitions and investments may divert management attention, result in stockholder dilution, and disrupt operations, with potential challenges in integration and realizing expected benefits[177][180]

Financial Data and Key Metrics Changes - Net revenue increased by 12% year-over-year to a record $1.34 billion in 2023 [6] - Net income nearly tripled year-over-year to $99 million, with a net income margin of 7% [6] - Adjusted EBITDA grew to $330 million, resulting in a record adjusted EBITDA margin of 25% [6][14] Business Line Data and Key Metrics Changes - Advertising revenue from services businesses grew 14% year-over-year to a record $793 million [7] - Advertising revenue from restaurants, retail, and other businesses increased by 10% year-over-year to a record $483 million [8] - Monetization of leads in services increased to approximately 30%, up 5 percentage points from 2022 [7] Market Data and Key Metrics Changes - Home services category revenue grew approximately 20% year-over-year, compounding at nearly 20% annually since 2019 [7] - Request to quote requests grew by approximately 5% year-over-year in Q4 [7] - Overall traffic levels remained flat in 2023, but user-generated reviews increased by 8% to 287 million [9] Company Strategy and Development Direction - The company plans to focus on the services category as a major part of its product-led strategy in 2024 [10][11] - Investments will be made to enhance consumer experience and drive more quality leads to advertisers [11] - The company aims to reduce stock-based compensation as a percentage of revenue to less than 8% by the end of 2025 [16] Management's Comments on Operating Environment and Future Outlook - Management noted weakness in the RR&O categories due to macroeconomic factors, including high input costs and inflationary pressures [18][34] - For Q1 2024, net revenue is expected to be in the range of $330 million to $335 million, with full-year guidance of $1.42 billion to $1.44 billion [18] - Adjusted EBITDA for Q1 is anticipated to be between $47 million and $52 million, reflecting a shift from equity to cash compensation [19] Other Important Information - The company repurchased nearly $1.4 billion worth of shares since the program's inception, including $200 million in 2023 [17] - The Board of Directors authorized an additional $500 million for share repurchases in February 2024 [17] Q&A Session Summary Question: Impact of search marketing initiatives on new users and traffic - Management highlighted strong advertiser demand, particularly within services, and noted that SCM initiatives could introduce new users to the platform [20][23] Question: Future goals for monetizing leads in services - Management expressed confidence in further increasing the monetization percentage beyond 30% through continued investment in ad technology and Request-a-Quote improvements [20][24] Question: Product roadmap focus in services - Management indicated that services revenue was up 14% year-over-year and emphasized ongoing enhancements to Request-a-Quote and ad matching technology [27][28] Question: Recovery expectations for RR&O categories - Management acknowledged current weakness in RR&O due to high input costs and inflation but remained optimistic about long-term growth [31][34] Question: Stock-based compensation changes for 2024 and beyond - Management explained that stock-based compensation would be linear throughout the year, with a significant reduction in grants expected [36][37] Question: Scaling SCM efforts in home services - Management stated that they are still in the experimentation stage for SCM and have increased spend modestly, with plans to provide updates as they progress [40][43]

Yelp Inc. (NYSE:YELP) Q3 2023 Earnings Conference Call November 2, 2023 5:00 PM ET Company Participants James Miln - Senior Vice President, Finance and Investor Relations Jeremy Stoppelman - Chief Executive Officer David Schwarzbach - Chief Financial Officer Jed Nachman - Chief Operating Officer Conference Call Participants Jason Kreyer - Craig-Hallum Eric Sheridan - Goldman Sachs Cory Carpenter - J.P. Morgan Sergio Segura - KeyBanc Capital Markets Shweta Khajuria - Evercore ISI Stan Velikov - Wells Fargo O ...

PART I. FINANCIAL INFORMATION This section provides Yelp Inc.'s unaudited condensed consolidated financial statements and management's discussion and analysis for the period ended September 30, 2023 [ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Yelp Inc.'s unaudited condensed consolidated financial statements for the period ended September 30, 2023, including the balance sheets, statements of operations, comprehensive income, stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, financial instrument details, and other relevant financial information [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Total Assets | $1,027,318 | $1,015,922 | | Total Liabilities | $287,744 | $305,598 | | Total Stockholders' Equity | $739,574 | $710,324 | - Total assets increased by **$11.4 million**, primarily driven by an increase in accounts receivable and short-term marketable securities, partially offset by decreases in prepaid expenses and other current assets[19](index=19&type=chunk) - Total liabilities decreased by **$17.8 million**, mainly due to a reduction in operating lease liabilities, while stockholders' equity increased by **$29.25 million**[19](index=19&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net income over specific reporting periods Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Net Revenue | $345,122 | $308,891 | $994,686 | $884,403 | | Total Costs and Expenses | $303,249 | $295,467 | $940,658 | $859,434 | | Income from Operations | $41,873 | $13,424 | $54,028 | $24,969 | | Net Income Attributable to Common Stockholders | $58,216 | $9,108 | $71,767 | $16,202 | | Basic EPS | $0.84 | $0.13 | $1.03 | $0.23 | | Diluted EPS | $0.79 | $0.13 | $0.98 | $0.22 | - Net revenue increased by **12% YoY** for both the three and nine months ended September 30, 2023[21](index=21&type=chunk) - Net income attributable to common stockholders saw significant growth, increasing by **539% YoY to $58.2 million** for the three months and **343% YoY to $71.8 million** for the nine months ended September 30, 2023[21](index=21&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section reports net income and other comprehensive income or loss, reflecting all changes in equity from non-owner sources Condensed Consolidated Statements of Comprehensive Income Highlights (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Net Income Attributable to Common Stockholders | $58,216 | $9,108 | $71,767 | $16,202 | | Other Comprehensive (Loss) Income | ($1,402) | ($4,967) | $267 | ($9,534) | | Comprehensive Income | $56,814 | $4,141 | $72,034 | $6,668 | - Comprehensive income significantly increased to **$56.8 million** for the three months and **$72.0 million** for the nine months ended September 30, 2023, compared to the prior-year periods, driven by higher net income and reduced other comprehensive losses[23](index=23&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This section outlines changes in stockholders' equity, including net income, stock repurchases, and stock-based compensation - Total stockholders' equity increased from **$710.3 million** at December 31, 2022, to **$739.6 million** at September 30, 2023, primarily due to net income and additional paid-in capital from stock-based compensation, partially offset by stock repurchases[26](index=26&type=chunk)[28](index=28&type=chunk) - The company repurchased **4,481,278 shares for $150.0 million** during the nine months ended September 30, 2023[28](index=28&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|\ | Net Cash Provided by Operating Activities | $227,110 | $147,836 | | Net Cash Used in Investing Activities | ($46,465) | ($111,307) | | Net Cash Used in Financing Activities | ($183,232) | ($182,024) | | Change in Cash, Cash Equivalents and Restricted Cash | ($1,684) | ($148,525) | - Net cash provided by operating activities increased by **$79.3 million YoY**, primarily due to higher cash collection from customers and timing of income tax payments[30](index=30&type=chunk) - Net cash used in investing activities decreased by **$64.8 million YoY**, mainly due to a decrease in net purchases of marketable securities[30](index=30&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. DESCRIPTION OF BUSINESS AND BASIS FOR PRESENTATION](index=11&type=section&id=1.%20DESCRIPTION%20OF%20BUSINESS%20AND%20BASIS%20FOR%20PRESENTATION) This section describes Yelp Inc.'s business operations and the accounting principles used for financial statement presentation - Yelp Inc. operates as a trusted local resource for consumers and a partner for businesses, offering extensive ratings and reviews and advertising solutions across the United States, United Kingdom, Canada, Ireland, and Germany[33](index=33&type=chunk) - The interim condensed consolidated financial statements are unaudited and prepared in accordance with GAAP and SEC regulations, with certain disclosures condensed or omitted[34](index=34&type=chunk) [2. CASH, CASH EQUIVALENTS AND RESTRICTED CASH](index=12&type=section&id=2.%20CASH,%20CASH%20EQUIVALENTS%20AND%20RESTRICTED%20CASH) This section details the composition and changes in the company's cash, cash equivalents, and restricted cash balances Cash, Cash Equivalents and Restricted Cash (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---|\ | Cash | $96,050 | $56,304 | | Cash Equivalents | $209,053 | $250,075 | | Total Cash and Cash Equivalents | $305,103 | $306,379 | | Restricted Cash | $351 | $759 | | Total Cash, Cash Equivalents and Restricted Cash | $305,454 | $307,138 | - Total cash, cash equivalents, and restricted cash remained relatively stable, decreasing slightly from **$307.1 million** at December 31, 2022, to **$305.5 million** at September 30, 2023[41](index=41&type=chunk) [3. MARKETABLE SECURITIES](index=12&type=section&id=3.%20MARKETABLE%20SECURITIES) This section provides information on the company's marketable securities, including their fair value and unrealized gains or losses Marketable Securities Fair Value (in thousands) | Category | Sep 30, 2023 Fair Value | Dec 31, 2022 Fair Value | |:---|:---|:---|\ | Cash Equivalents (U.S. government securities) | $4,865 | $2,524 | | Short-term Marketable Securities | $121,468 | $94,244 | | Total | $126,333 | $96,768 | - The fair value of total marketable securities increased from **$96.8 million** at December 31, 2022, to **$126.3 million** at September 30, 2023, primarily driven by increased investments in U.S. government securities and corporate bonds[43](index=43&type=chunk) - As of September 30, 2023, the company held **$103.3 million** in securities with unrealized losses, with **$26.9 million** in a continuous loss position for 12 months or greater[45](index=45&type=chunk) [4. FAIR VALUE MEASUREMENTS](index=13&type=section&id=4.%20FAIR%20VALUE%20MEASUREMENTS) This section outlines the fair value hierarchy and measurements for the company's financial instruments - The company classifies its financial instruments, including money market funds and available-for-sale debt securities, into a fair value hierarchy (Level 1, 2, or 3) based on the observability of inputs[48](index=48&type=chunk)[49](index=49&type=chunk) Fair Value of Financial Instruments (in thousands) | Category | Sep 30, 2023 Total | Dec 31, 2022 Total | |:---|:---|:---|\ | Money market funds (Level 1) | $178,473 | $247,551 | | U.S. government securities (Level 2) | $4,865 | — | | Commercial paper (Level 2) | — | $2,524 | | Marketable securities (Level 2) | $121,468 | $94,244 | | Other investments (Level 2) | $10,000 | $10,000 | | Total | $314,806 | $354,319 | [5. PREPAID EXPENSES AND OTHER CURRENT ASSETS](index=14&type=section&id=5.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) This section details the components and changes in prepaid expenses and other current assets Prepaid Expenses and Other Current Assets (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---|\ | Prepaid expenses | $15,846 | $14,632 | | Certificates of deposit | $10,000 | $10,000 | | Non-trade receivables | $4,566 | $31,338 | | Other current assets | $9,323 | $7,497 | | Total | $39,735 | $63,467 | - Prepaid expenses and other current assets decreased by **$23.7 million**, primarily due to a significant reduction in non-trade receivables following the release of a loss recovery receivable related to litigation[55](index=55&type=chunk) [6. PROPERTY, EQUIPMENT AND SOFTWARE, NET](index=15&type=section&id=6.%20PROPERTY,%20EQUIPMENT%20AND%20SOFTWARE,%20NET) This section presents the net book value of the company's property, equipment, and software, including depreciation and impairment Property, Equipment and Software, Net (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---|\ | Capitalized website and internal-use software development costs | $251,774 | $229,638 | | Leasehold improvements | $57,707 | $60,407 | | Computer equipment | $48,751 | $50,920 | | Total Property, Equipment and Software, Net | $72,373 | $77,224 | - Net property, equipment and software decreased by **$4.85 million**, primarily due to an impairment of **$1.0 million** on leasehold improvements from abandoned office space and ongoing depreciation[58](index=58&type=chunk) [7. GOODWILL AND INTANGIBLE ASSETS](index=15&type=section&id=7.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) This section provides information on the company's goodwill and intangible assets, including amortization and impairment assessments Goodwill and Intangible Assets (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---|\ | Goodwill | $101,927 | $102,328 | | Intangibles, net | $7,977 | $8,997 | | Total | $109,904 | $111,325 | - Goodwill decreased slightly due to currency translation effects, and no impairment was identified as of September 30, 2023[59](index=59&type=chunk)[60](index=60&type=chunk) - Net intangible assets decreased by **$1.02 million**, primarily due to amortization, with estimated future amortization of **$7.98 million** remaining[63](index=63&type=chunk)[64](index=64&type=chunk)[66](index=66&type=chunk) [8. LEASES](index=16&type=section&id=8.%20LEASES) This section details the company's lease obligations, right-of-use assets, and associated lease costs and impairment charges Total Lease Cost, Net (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Total Lease Cost, Net | $5,193 | $7,104 | $17,355 | $23,240 | - Total lease cost, net, decreased by **$1.91 million** for the three months and **$5.89 million** for the nine months ended September 30, 2023, primarily due to increased sublease income and reduced operating lease costs[68](index=68&type=chunk) - The company recognized impairment charges of **$3.6 million** and **$10.5 million** during the nine months ended September 30, 2023 and 2022, respectively, related to abandoned office space and subleases[71](index=71&type=chunk) [9. OTHER NON-CURRENT ASSETS](index=17&type=section&id=9.%20OTHER%20NON-CURRENT%20ASSETS) This section outlines the components and changes in other non-current assets, such as deferred tax assets and contract costs Other Non-Current Assets (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---|\ | Deferred tax assets | $106,290 | $97,426 | | Deferred contract costs | $28,651 | $25,946 | | Other non-current assets | $12,063 | $10,617 | | Total | $147,004 | $133,989 | - Total other non-current assets increased by **$13.0 million**, mainly driven by an increase in deferred tax assets and deferred contract costs[73](index=73&type=chunk) [10. CONTRACT BALANCES](index=18&type=section&id=10.%20CONTRACT%20BALANCES) This section provides details on contract balances, including accounts receivable, allowance for doubtful accounts, and deferred revenue Allowance for Doubtful Accounts (in thousands) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|\ | Balance, beginning of period | $9,277 | $7,153 | | Provision for doubtful accounts | $26,664 | $18,249 | | Write-offs, net of recoveries | ($25,052) | ($16,663) | | Balance, end of period | $10,889 | $8,739 | - The allowance for doubtful accounts increased due to higher net revenue and increased customer delinquencies, reflecting the ordinary course of business[74](index=74&type=chunk) Deferred Revenue (in thousands) | Metric | Nine Months Ended Sep 30, 2023 | |:---|:---|\ | Balance, beginning of period | $5,200 | | Recognition of deferred revenue from beginning balance | ($4,723) | | Net increase in current period contract liabilities | $6,587 | | Balance, end of period | $7,064 | [11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES](index=18&type=section&id=11.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20LIABILITIES) This section details the company's accounts payable and various accrued liabilities Accounts Payable and Accrued Liabilities (in thousands) | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---|\ | Accounts payable | $6,673 | $14,525 | | Employee-related liabilities | $91,750 | $66,929 | | Accrued cost of revenue | $9,346 | $6,248 | | Accrued legal settlements | $15,000 | $26,250 | | Other accrued liabilities | $21,120 | $23,998 | | Total | $143,889 | $137,950 | - Total accounts payable and accrued liabilities increased by **$5.94 million**, primarily due to higher employee-related liabilities and accrued cost of revenue, partially offset by a decrease in accrued legal settlements[78](index=78&type=chunk) [12. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=12.%20COMMITMENTS%20AND%20CONTINGENCIES) This section discloses the company's significant commitments and potential liabilities, including legal proceedings and credit facilities [Legal Proceedings](index=19&type=section&id=Legal%20Proceedings) This section provides updates on significant legal actions and their potential financial implications for the company - The Securities Class Action and Derivative Action were settled in January 2023, with the company releasing a **$22.25 million** receivable and accrual[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - A preliminary agreement was reached to settle the CIPA Action for **$15.0 million**, with an accrual of **$15.0 million** and a **$3.9 million** receivable for loss recovery recorded as of September 30, 2023[82](index=82&type=chunk)[84](index=84&type=chunk) [Revolving Credit Facility](index=20&type=section&id=Revolving%20Credit%20Facility) This section details the terms and status of the company's revolving credit facility, including available capacity and compliance - Yelp entered into a new five-year **$125.0 million** senior secured revolving credit facility on April 28, 2023, replacing the previous **$75.0 million** facility[88](index=88&type=chunk) - As of September 30, 2023, the company had **$14.1 million** in outstanding letters of credit and no loans, remaining in compliance with all covenants[91](index=91&type=chunk) [13. STOCKHOLDERS' EQUITY](index=21&type=section&id=13.%20STOCKHOLDERS'%20EQUITY) This section outlines changes in the company's stockholders' equity, including stock repurchases and equity incentive plans [Stock Repurchase Program](index=21&type=section&id=Stock%20Repurchase%20Program) This section details the company's stock repurchase activities and remaining authorization under its program - The board authorized up to **$1.45 billion** in stock repurchases, with **$131.7 million** remaining available as of September 30, 2023[94](index=94&type=chunk) - During the nine months ended September 30, 2023, the company repurchased **4,481,278 shares** for an aggregate of **$150.0 million**[94](index=94&type=chunk) [Equity Incentive Plans](index=21&type=section&id=Equity%20Incentive%20Plans) This section provides information on the company's stock option and restricted stock unit activity under its equity incentive plans Stock Option Activity (in thousands, except per share data) | Metric | Dec 31, 2022 | Sep 30, 2023 | |:---|:---|:---|\ | Outstanding Shares | 3,543 | 2,619 | | Weighted-Average Exercise Price | $32.81 | $35.17 | | Aggregate Intrinsic Value | $7,507 | $20,466 | - Total unrecognized compensation costs for nonvested stock options were approximately **$0.8 million**, expected to be recognized over **1.5 years**[98](index=98&type=chunk) - The aggregate fair value of vested RSUs and PRSUs was **$147.9 million** for the nine months ended September 30, 2023[104](index=104&type=chunk) [Employee Stock Purchase Plan](index=23&type=section&id=Employee%20Stock%20Purchase%20Plan) This section details employee stock purchases and related compensation expense under the company's ESPP - Employees purchased **382,627 shares** under the ESPP at a weighted-average price of **$28.69** during the nine months ended September 30, 2023[106](index=106&type=chunk) - Stock-based compensation expense related to the ESPP was **$2.7 million** for the nine months ended September 30, 2023[106](index=106&type=chunk) [Stock-Based Compensation](index=23&type=section&id=Stock-Based%20Compensation) This section presents the total stock-based compensation expense recognized across various functional categories Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | |:---|:---|:---|\ | Cost of revenue | $1,298 | $4,026 | | Sales and marketing | $9,200 | $26,921 | | Product development | $24,047 | $74,888 | | General and administrative | $8,922 | $27,469 | | Total | $43,467 | $133,304 | - Total stock-based compensation expense increased to **$43.5 million** for the three months and **$133.3 million** for the nine months ended September 30, 2023, reflecting higher compensation across all categories[108](index=108&type=chunk) [14. OTHER INCOME, NET](index=24&type=section&id=14.%20OTHER%20INCOME,%20NET) This section details the components of other income, net, primarily driven by interest income Other Income, Net (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Interest income, net | $5,187 | $2,007 | $13,850 | $2,558 | | Other non-operating income, net | $1,067 | $897 | $3,483 | $2,625 | | Total Other Income, Net | $6,154 | $2,691 | $17,264 | $4,947 | - Other income, net, significantly increased by **$3.46 million** for the three months and **$12.32 million** for the nine months ended September 30, 2023, primarily due to higher interest income from increased federal interest rates[111](index=111&type=chunk) [15. INCOME TAXES](index=24&type=section&id=15.%20INCOME%20TAXES) This section provides information on the company's income tax provision or benefit, effective tax rate, and unrecognized tax benefits - The company recorded a benefit from income taxes of **$0.5 million** for the nine months ended September 30, 2023, primarily due to net discrete tax benefits related to 2022 federal and state tax adjustments and a litigation settlement loss contingency[112](index=112&type=chunk) - The benefit from income taxes for the three and nine months ended September 30, 2023, increased due to a decrease in the annual effective tax rate, influenced by IRS guidance on research and development expenses[112](index=112&type=chunk)[172](index=172&type=chunk) - As of September 30, 2023, the company had **$33.6 million** in unrecognized tax benefits and estimated accumulated undistributed foreign earnings of **$23.3 million**, which it intends to indefinitely reinvest[114](index=114&type=chunk) [16. NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS](index=25&type=section&id=16.%20NET%20INCOME%20PER%20SHARE%20ATTRIBUTABLE%20TO%20COMMON%20STOCKHOLDERS) This section presents basic and diluted net income per share, along with weighted-average common shares outstanding Net Income Per Share Attributable to Common Stockholders | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Basic EPS | $0.84 | $0.13 | $1.03 | $0.23 | | Diluted EPS | $0.79 | $0.13 | $0.98 | $0.22 | | Weighted-average common shares outstanding (Basic) | 69,030 | 70,630 | 69,366 | 71,158 | | Weighted-average common shares outstanding (Diluted) | 73,566 | 72,658 | 72,920 | 73,577 | - Basic and diluted EPS saw substantial increases for both the three and nine months ended September 30, 2023, reflecting higher net income[118](index=118&type=chunk) [17. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS](index=25&type=section&id=17.%20INFORMATION%20ABOUT%20REVENUE%20AND%20GEOGRAPHIC%20AREAS) This section provides a breakdown of net revenue by product line and geographic region Net Revenue by Product Line (in thousands) | Product Line | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Advertising (Services) | $206,178 | $180,957 | $589,972 | $515,518 | | Advertising (Restaurants, Retail & Other) | $123,854 | $112,707 | $359,175 | $324,901 | | Transactions | $3,145 | $3,652 | $10,081 | $10,772 | | Other | $11,945 | $11,575 | $35,458 | $33,212 | | Total Net Revenue | $345,122 | $308,891 | $994,686 | $884,403 | - Advertising revenue from Services categories increased by **14% YoY** for both the three and nine months, while Restaurants, Retail & Other advertising revenue grew by **10%** and **11%** respectively[123](index=123&type=chunk) Net Revenue by Geographic Region (in thousands) | Region | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | United States | $342,600 | $306,773 | $987,535 | $878,293 | | All other countries | $2,522 | $2,118 | $7,151 | $6,110 | | Total Net Revenue | $345,122 | $308,891 | $994,686 | $884,403 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=27&type=section&id=Item%202.%20Management's%20Discussion%20And%20Analysis%20Of%20Financial%20Condition%20And%20Results%20Of%20Operations) This section provides an in-depth analysis of Yelp's financial performance, condition, and operational results for the quarter ended September 30, 2023. It covers key revenue drivers, expense trends, liquidity, and capital resources, highlighting strategic initiatives and their impact on financial outcomes [Overview](index=27&type=section&id=Overview) This section provides a high-level summary of Yelp's business model and key financial highlights for the reporting period - Yelp is a leading local resource connecting consumers with businesses through over **240 million** ratings and reviews, generating substantial revenue from performance-based advertising products[131](index=131&type=chunk) Key Financial Performance (in millions) | Metric | Q3 2023 | Q3 2022 | 9M 2023 | 9M 2022 | |:---|:---|:---|:---|:---|\ | Net Revenue | $345.1 | $308.9 | $994.7 | $884.4 | | Net Income | $58.2 | $9.1 | $71.8 | $16.2 | | Adjusted EBITDA | $96.5 | $73.9 | $234.4 | $189.4 | - Strategic investments in product and marketing drove a **14% YoY increase** in Services advertising revenue, with Home Services growing by approximately **20%**[133](index=133&type=chunk) - Self-serve and Multi-location channels comprised the majority of advertising revenue, with Self-serve revenue increasing by approximately **25% YoY** due to record customer acquisition[134](index=134&type=chunk) - Improvements to the ad system and formats led to a significant increase in click-through rates and ad clicks returning to YoY growth, while average CPC growth moderated to **4% YoY**[135](index=135&type=chunk) [Key Metrics](index=28&type=section&id=Key%20Metrics) This section analyzes key operational metrics, including advertising clicks, average cost per click, and paying advertising locations [Ad Clicks and Average CPC](index=28&type=section&id=Ad%20Clicks%20and%20Average%20CPC) This section details the year-over-year changes in advertising clicks and average cost per click Year-over-Year Changes in Ad Clicks and Average CPC | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Ad Clicks | 9% | (15)% | 3% | (8)% | | Average CPC | 4% | 36% | 11% | 29% | - Advertising revenue growth of **12% (Q3)** and **13% (9M)** was driven by increases in both ad clicks and average CPC, with ad clicks returning to growth due to ad system and format improvements[146](index=146&type=chunk) [Advertising Revenue by Category](index=29&type=section&id=Advertising%20Revenue%20by%20Category) This section breaks down advertising revenue by Services and Restaurants, Retail & Other categories Advertising Revenue by Category (in thousands, except percentages) | Category | Three Months Ended Sep 30, 2023 | % Change | Nine Months Ended Sep 30, 2023 | % Change | |:---|:---|:---|:---|:---|\ | Services | $206,178 | 14% | $589,972 | 14% | | Restaurants, Retail & Other | $123,854 | 10% | $359,175 | 11% | | Total Advertising Revenue | $330,032 | 12% | $949,147 | 13% | - Both Services and Restaurants, Retail & Other categories showed strong advertising revenue growth, contributing to the overall **12-13% increase** in total advertising revenue[148](index=148&type=chunk) [Paying Advertising Locations by Category](index=29&type=section&id=Paying%20Advertising%20Locations%20by%20Category) This section presents the number of paying advertising locations categorized by Services and Restaurants, Retail & Other Paying Advertising Locations by Category (in thousands, except percentages) | Category | Three Months Ended Sep 30, 2023 | % Change | Nine Months Ended Sep 30, 2023 | % Change | |:---|:---|:---|:---|:---|\ | Services | 235 | (1)% | 237 | 3% | | Restaurants, Retail & Other | 326 | (2)% | 322 | (3)% | | Total Paying Advertising Locations | 561 | (2)% | 559 | (1)% | - Total paying advertising locations decreased slightly YoY for both the three and nine months, primarily due to lower-spend enterprise advertisers pausing their ad spend[151](index=151&type=chunk) [Critical Accounting Policies and Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the company's key accounting policies and estimates, noting any changes or significant judgments - The company's critical accounting policies and estimates, including revenue recognition, website and internal-use software development costs, and income taxes, remain unchanged from the Annual Report[153](index=153&type=chunk) - Macroeconomic conditions introduce increased judgment and variability in estimates, which may materially change in future periods[152](index=152&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's net revenue, costs, expenses, and other financial results [Net Revenue](index=31&type=section&id=Net%20Revenue) This section analyzes the company's net revenue performance by product line, including advertising and transactions Net Revenue by Product Line (in thousands) | Product Line | Three Months Ended Sep 30, 2023 | % Change | Nine Months Ended Sep 30, 2023 | % Change | |:---|:---|:---|:---|:---|\ | Advertising | $330,032 | 12% | $949,147 | 13% | | Transactions | $3,145 | (14)% | $10,081 | (6)% | | Other | $11,945 | 3% | $35,458 | 7% | | Total Net Revenue | $345,122 | 12% | $994,686 | 12% | - Advertising revenue increased due to higher ad clicks and average CPC, while transactions revenue decreased due to lower food takeout and delivery orders[158](index=158&type=chunk)[159](index=159&type=chunk) - Other revenue increased, driven by growth in Yelp Fusion and Yelp Knowledge programs[160](index=160&type=chunk) [Costs and Expenses](index=32&type=section&id=Costs%20and%20Expenses) This section details the company's operating costs and expenses across various functional categories Costs and Expenses (in thousands) | Expense Category | Three Months Ended Sep 30, 2023 | % Change | Nine Months Ended Sep 30, 2023 | % Change | |:---|:---|:---|:---|:---|\ | Cost of Revenue | $28,370 | 6% | $84,613 | 10% | | Sales and Marketing | $137,703 | 3% | $424,308 | 9% | | Product Development | $81,020 | 7% | $254,247 | 9% | | General and Administrative | $45,695 | (6)% | $145,609 | 15% | | Depreciation and Amortization | $10,461 | (8)% | $31,881 | (7)% | | Total Costs and Expenses | $303,249 | 3% | $940,658 | 9% | - Cost of revenue increased due to higher website infrastructure expense and merchant credit card fees[161](index=161&type=chunk) - Sales and marketing expenses increased due to higher average sales headcount and productivity, partially offset by reduced marketing spend and workplace operating costs[163](index=163&type=chunk) - General and administrative expenses decreased for the three months due to a non-recurring impairment charge in the prior year, but increased for the nine months due to a litigation settlement loss contingency and higher employee costs[166](index=166&type=chunk)[167](index=167&type=chunk) [Other Income, Net](index=33&type=section&id=Other%20Income,%20Net) This section analyzes the components and drivers of the company's other income, net - Other income, net, increased significantly due to higher interest income from increased federal interest rates[170](index=170&type=chunk) [(Benefit from) Provision for Income Taxes](index=33&type=section&id=(Benefit%20from)%20Provision%20for%20Income%20Taxes) This section discusses the company's income tax benefit or provision and its effective tax rate - The company recorded a benefit from income taxes for the three and nine months ended September 30, 2023, primarily due to a decrease in the annual effective tax rate and discrete tax benefits from IRS guidance on R&D expenses[172](index=172&type=chunk) - The estimated effective GAAP tax rate for 2023 and beyond is **22% to 26%**, subject to various factors including legislative reforms and stock price[174](index=174&type=chunk) [Non-GAAP Financial Measures](index=34&type=section&id=Non-GAAP%20Financial%20Measures) This section provides reconciliations and analysis of non-GAAP financial measures, such as Adjusted EBITDA [Adjusted EBITDA](index=34&type=section&id=Adjusted%20EBITDA) This section presents the reconciliation and analysis of Adjusted EBITDA, a key non-GAAP performance metric Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Net Income | $58,216 | $9,108 | $71,767 | $16,202 | | (Benefit from) provision for income taxes | ($10,189) | $7,007 | ($475) | $13,714 | | Other income, net | ($6,154) | ($2,691) | ($17,264) | ($4,947) | | Depreciation and amortization | $10,461 | $11,417 | $31,881 | $34,165 | | Stock-based compensation | $43,467 | $38,632 | $133,304 | $119,753 | | Litigation settlement | — | — | $11,000 | — | | Asset impairment | — | $10,464 | $3,555 | $10,464 | | Fees related to shareholder activism | $671 | — | $671 | — | | Adjusted EBITDA | $96,472 | $73,937 | $234,439 | $189,351 | - Adjusted EBITDA increased by **30% YoY to $96.5 million** for the three months and **24% YoY to $234.4 million** for the nine months ended September 30, 2023, reflecting improved operating performance[179](index=179&type=chunk) [Adjusted EBITDA Margin](index=34&type=section&id=Adjusted%20EBITDA%20Margin) This section analyzes the company's Adjusted EBITDA margin, indicating operational efficiency Net Income Margin and Adjusted EBITDA Margin | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---|\ | Net Income Margin | 17% | 3% | 7% | 2% | | Adjusted EBITDA Margin | 28% | 24% | 24% | 21% | - Adjusted EBITDA margin improved to **28%** for the three months and **24%** for the nine months ended September 30, 2023, indicating increased operational efficiency[179](index=179&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's financial liquidity, capital resources, and cash flow management [Sources of Liquidity](index=35&type=section&id=Sources%20of%20Liquidity) This section identifies the company's primary sources of cash and available credit facilities Liquidity Position (in millions) | Metric | Sep 30, 2023 | |:---|:---|\ | Cash and Cash Equivalents | $305.1 | | Marketable Securities | $121.5 | | Available under 2023 Credit Facility | $110.9 | - The company's primary liquidity sources are cash, cash equivalents, marketable securities, and cash generated from operations, supplemented by a **$125.0 million** revolving credit facility[181](index=181&type=chunk)[183](index=183&type=chunk) [Material Cash Requirements](index=36&type=section&id=Material%20Cash%20Requirements) This section outlines the company's significant future cash obligations, including operating leases and purchase commitments - Future cash requirements include working capital, stock repurchases, tax payments for equity awards, operating lease costs, and purchases of property, equipment, and software[186](index=186&type=chunk) - Operating lease obligations total **$105.0 million**, with **$42.8 million** due within the next 12 months, partially offset by **$31.1 million** in sublease receipts[187](index=187&type=chunk) - Purchase obligations for goods and services (primarily website hosting) amount to approximately **$211.0 million**, with **$47.9 million** due within 12 months[187](index=187&type=chunk) [Cash Flows](index=36&type=section&id=Cash%20Flows) This section summarizes the company's cash flows from operating, investing, and financing activities Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|\ | Operating Activities | $227,110 | $147,836 | | Investing Activities | ($46,465) | ($111,307) | | Financing Activities | ($183,232) | ($182,024) | - Operating cash flow increased due to higher revenue and deferred tax payments. Investing cash flow decreased due to lower net purchases of marketable securities. Financing cash flow increased due to higher tax payments for equity awards and credit facility issuance costs[189](index=189&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) [Stock Repurchase Program](index=37&type=section&id=Stock%20Repurchase%20Program) This section provides an update on the company's stock repurchase activities and remaining authorization - As of October 27, 2023, **$108.5 million** remained available under the **$1.45 billion** stock repurchase authorization[193](index=193&type=chunk) - The company repurchased **$150.0 million** of common stock during both the nine months ended September 30, 2023 and 2022[193](index=193&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=38&type=section&id=Item%203.%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) Yelp Inc. is exposed to market risks, including interest rate, foreign exchange, and inflation risks, which have not materially changed from the prior year. The company operates both domestically and internationally, making it susceptible to these market fluctuations - The company's market risks, including interest rate, foreign exchange, and inflation, have not materially changed from the year ended December 31, 2022[196](index=196&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=38&type=section&id=Item%204.%20Controls%20And%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of Yelp's disclosure controls and procedures as of September 30, 2023, concluding they were effective at a reasonable assurance level. No material changes in internal control over financial reporting were identified during the quarter - Yelp's disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of September 30, 2023[198](index=198&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended September 30, 2023[199](index=199&type=chunk) - Management acknowledges the inherent limitations of control systems, which can only provide reasonable, not absolute, assurance against errors and fraud[200](index=200&type=chunk) PART II. OTHER INFORMATION This section includes disclosures on legal proceedings, risk factors, equity security sales, and other relevant information [ITEM 1. LEGAL PROCEEDINGS](index=39&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to the detailed legal proceedings discussed in Note 12 of the financial statements, confirming that the company does not believe other ordinary course legal matters will materially affect its financial position or results - Information on material legal proceedings is incorporated by reference from Note 12, 'Commitments and Contingencies,' in the financial statements[202](index=202&type=chunk) - The company does not anticipate that the final outcome of other ordinary course legal matters will have a material effect on its business, financial position, results of operations, or cash flows[202](index=202&type=chunk) [ITEM 1A. RISK FACTORS](index=39&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors from the Annual Report, specifically highlighting new risks related to potential defaults on credit obligations under the 2023 credit facility. Non-compliance could lead to termination of commitments, enforcement of liens, and adverse impacts on the company's financial condition - No material changes to risk factors were identified, except for those related to the 2023 credit facility[203](index=203&type=chunk) - Defaulting on the 2023 credit facility could harm the business, revenue, and financial results, as it provides lenders with a first-priority lien on substantially all domestic assets and contains restrictive covenants[204](index=204&type=chunk) - Failure to comply with covenants could lead to termination of loan commitments, enforcement of liens, and acceleration of debt, potentially causing a material adverse effect on the company's financial condition[205](index=205&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20Of%20Equity%20Securities,%20Use%20Of%20Proceeds,%20And%20Issuer%20Purchases%20Of%20Equity%20Securities) This section details the company's stock repurchase activities for the three months ended September 30, 2023, under its publicly announced program [Issuer Purchases of Equity Securities](index=40&type=section&id=Issuer%20Purchases%20Of%20Equity%20Securities) This section details the company's stock repurchase activities for the three months ended September 30, 2023 Stock Repurchase Activity (in thousands, except price per share) | Period | Total Number of Shares Purchased | Average Price Paid per Share | |:---|:---|:---|\ | July 1 - July 31, 2023 | 631 | $39.34 | | August 1 - August 31, 2023 | 223 | $42.64 | | September 1 - September 30, 2023 | 363 | $43.16 | - As of October 27, 2023, **$108.5 million** remained available under the **$1.45 billion** stock repurchase program[210](index=210&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities for the period - There were no defaults upon senior securities[211](index=211&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Yelp Inc.'s operations - This item is not applicable[211](index=211&type=chunk) [ITEM 5. OTHER INFORMATION](index=40&type=section&id=Item%205.%20Other%20Information) This section discloses a Rule 10b5-1 trading plan entered into by the Chief Technology Officer for the sale of common stock and vested equity awards [Rule 10b5-1 Trading Plans](index=40&type=section&id=Rule%2010b5-1%20Trading%20Plans) This section details Rule 10b5-1 trading plans established by company insiders - On August 18, 2023, Sam Eaton, CTO, entered into a Rule 10b5-1 trading plan to sell up to **45,034 shares** of common stock and **44,094 shares** of common stock that may vest during the plan period[212](index=212&type=chunk) - The plan is set to terminate by January 31, 2024, or when all shares are sold[212](index=212&type=chunk) [ITEM 6. EXHIBITS](index=41&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including corporate governance documents, certifications, and XBRL data files - The report includes various exhibits such as the Amended and Restated Certificate of Incorporation, Bylaws, certifications (31.1, 31.2, 32.1), and Inline XBRL documents[214](index=214&type=chunk)