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

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

(415) 908-3801
(Registrant’s Telephone Number, Including Area Code)
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.000001 per shareYELPNew York Stock Exchange LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑  No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☑  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer        
☐
Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☑
As of August 2, 2024, there were 66,908,736 shares outstanding of the registrant’s common stock, par value $0.000001 per share.

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

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements contained in this Quarterly Report that are not purely historical, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include, but are not limited to, statements about:
•our financial performance, including our revenue, operating expenses and margins, as well as our ability to maintain profitability;
•our ability to maintain and expand our advertiser base;
•our strategic initiatives to support revenue growth and margin expansion;
•our investment plans and priorities, including planned investments in product development, marketing and our sales channels, as well as our ability to execute against those priorities and the results thereof;
•our ability to operate with a distributed workforce as well as the benefits and costs thereof;
•trends and expectations regarding customer and revenue retention;
•trends and expectations regarding our key metrics, including consumer traffic and engagement and the opportunity they present for growth;
•our liquidity and working capital requirements; and
•our plans with respect to our stock repurchase program.
Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements.
These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), such as:
•adverse macroeconomic conditions, including related to inflation, interest rates and supply chain issues, and their impact on consumer behavior, user activity and advertiser spending;
•our ability to maintain and expand our advertiser base, particularly as many businesses continue to face macroeconomic challenges, including labor and supply chain difficulties;
•our ability to execute on our strategic initiatives and the effectiveness thereof;
•our ability to hire, retain, motivate and effectively manage well-qualified employees in a primarily remote work environment;
•our ability to maintain and increase user engagement on our platform, including our ability to generate, maintain and recommend sufficient content that consumers find relevant, helpful and reliable;
•the rapidly evolving and intensely competitive markets in which we operate;
•our reliance on third-party service providers and strategic partners;
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•our reliance on search engines and application marketplaces, certain providers of which offer products and services that compete directly with our products;
•our ability to maintain the uninterrupted and proper operation of our technology and network infrastructure;
•actual or perceived security breaches as well as errors, vulnerabilities or defects in our software or in products of third-party providers;
•our ability to generate sufficient revenue to maintain profitability, particularly in light of our limited operating history in an evolving industry, significant ongoing investments in our strategic initiatives, and the ongoing impact of macroeconomic challenges;
•our ability to accurately forecast revenue and appropriately plan expenses;
•our ability to operate effectively on mobile devices and other platforms beyond desktop computers;
•our actual or perceived failure to comply with laws and regulations applicable to our business;
•our ability to maintain, protect and enhance the Yelp brand and manage negative publicity that may arise; and
•our ability to successfully manage any strategic opportunities, including the acquisition and integration of any new businesses, solutions or technologies, as well as our ability to monetize the acquired products.
Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
NOTE REGARDING METRICS
We review a number of performance metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics” in this Quarterly Report and in our Annual Report for information on how we define our key metrics. Unless otherwise stated, these metrics do not include metrics from subscription products or our business-owner products.
While our metrics are based on what we believe to be reasonable calculations, there are inherent challenges in measuring usage across our large user base. Certain of our performance metrics, including the number of unique devices accessing our mobile app, ad clicks, average cost-per-click and active claimed local business locations, are tracked with internal company tools, which are not independently verified by any third party and have a number of limitations. For example, our metrics may be affected by mobile applications that automatically contact our servers for regular updates with no discernible user action involved; this activity can cause our system to count the device associated with the app as an app unique device in a given period. Although we take steps to exclude such activity and, as a result, do not believe it has had a material impact on our reported metrics, our efforts may not successfully account for all such activity.
Our metrics that are calculated based on data from Google Analytics, a digital marketing intelligence product from Google LLC (“Google”) — the number of desktop and mobile website unique visitors — are subject to similar limitations. Google Analytics periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. In addition, because these traffic metrics are tracked based on unique identifiers, an individual who accesses our website from multiple devices with different identifiers may be counted as multiple unique visitors, and multiple individuals who access our website from a shared device with a single identifier may be counted as a single unique visitor. As a result, the calculations of our unique visitors may not accurately reflect the number of people actually visiting our website.
Our measures of traffic and other key metrics may also differ from estimates published by third parties (other than those whose data we use to calculate such metrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly review our processes to assess potential improvements to their accuracy. From time to time, we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies or adjustments are immaterial unless otherwise stated. Similarly, Google Analytics also makes periodic changes and updates to their tools and methodologies. As of July 1, 2024, Google no longer offers the Universal Analytics version of its Google Analytics product that we have historically used for our web traffic metrics. We plan to begin reporting our web traffic metrics based on internal measurement tools for the year ending December 31, 2024. These changes to our web traffic metrics will result in inconsistency between new data and previously reported data.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
YELP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
June 30,
2024		December 31,
2023
Assets
Current assets:
Cash and cash equivalents$252,435 $313,911 
Short-term marketable securities132,376 127,485 
Accounts receivable (net of allowance for doubtful accounts of $16,124 and $13,768 at June 30, 2024 and December 31, 2023, respectively)
153,869 146,147 
Prepaid expenses and other current assets44,999 36,673 
Total current assets583,679 624,216 
Property, equipment and software, net70,616 68,684 
Operating lease right-of-use assets40,679 48,573 
Goodwill102,488 103,886 
Intangibles, net6,974 7,638 
Other non-current assets160,542 161,726 
Total assets$964,978 $1,014,723 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities$117,762 $132,809 
Operating lease liabilities — current35,082 39,234 
Deferred revenue5,229 3,821 
Total current liabilities158,073 175,864 
Operating lease liabilities — long-term32,535 48,065 
 Other long-term liabilities
39,023 41,260 
Total liabilities229,631 265,189 
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.000001 par value — 200,000 shares authorized, 67,622 shares issued and outstanding at June 30, 2024, and 68,864 shares issued and outstanding at December 31, 2023
— — 
Additional paid-in capital1,848,677 1,786,667 
Treasury stock(806)(282)
Accumulated other comprehensive loss(14,134)(12,202)
Accumulated deficit(1,098,390)(1,024,649)
Total stockholders’ equity
735,347 749,534 
Total liabilities and stockholders’ equity
$964,978 $1,014,723 

See Notes to Condensed Consolidated Financial Statements.
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YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Net revenue$357,016 $337,126 $689,768 $649,564 
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)30,677 30,184 58,032 56,243 
Sales and marketing150,293 139,150 298,084 286,605 
Product development82,080 85,030 173,307 173,227 
General and administrative44,634 53,405 89,866 99,914 
Depreciation and amortization9,585 10,615 19,515 21,420 
Total costs and expenses317,269 318,384 638,804 637,409 
Income from operations39,747 18,742 50,964 12,155 
Other income, net10,322 5,898 18,046 11,110 
Income before income taxes50,069 24,640 69,010 23,265 
Provision for income taxes12,033 9,911 16,820 9,714 
Net income attributable to common stockholders$38,036 $14,729 $52,190 $13,551 
Net income per share attributable to common stockholders
Basic$0.56 $0.21 $0.77 $0.19 
Diluted$0.54 $0.21 $0.73 $0.19 
Weighted-average shares used to compute net income per share attributable to common stockholders
Basic67,815 69,256 68,187 69,537 
Diluted70,444 71,238 71,574 71,645 

See Notes to Condensed Consolidated Financial Statements.

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YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
 2024202320242023
Net income attributable to common stockholders$38,036 $14,729 $52,190 $13,551 
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax(140)477 (1,682)1,931 
Unrealized loss on available-for-sale debt securities, net of tax(44)(595)(250)(262)
Other comprehensive (loss) income(184)(118)(1,932)1,669 
Comprehensive income$37,852 $14,611 $50,258 $15,220 

See Notes to Condensed Consolidated Financial Statements.


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YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
Common StockAdditional Paid-In CapitalTreasury StockAccumulated
Other Comprehensive Loss		Accumulated Deficit
Total Stockholders’ Equity
SharesAmount
Balance as of March 31, 202369,649 $— $1,692,923 $(37)$(13,758)$(975,000)$704,128 
Issuance of common stock upon exercises of employee stock options31 — 956 — — — 956 
Issuance of common stock upon vesting of restricted stock units (“RSUs”), net791 — — — — — — 
Issuance of common stock for employee stock purchase plan379 — 10,894 — — — 10,894 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 46,979 — — — 46,979 
Taxes withheld related to net share settlement of equity awards— — (18,843)— — — (18,843)
Repurchases of common stock— — — (50,123)— — (50,123)
Retirement of common stock(1,563)— — 50,001 — (50,001)— 
Other comprehensive loss— — — — (118)— (118)
Net income— — — — — 14,729 14,729 
Balance as of June 30, 202369,287 $— $1,732,909 $(159)$(13,876)$(1,010,272)$708,602 
Balance as of March 31, 202468,330 $— $1,809,530 $(8,329)$(13,950)$(1,065,278)$721,973 
Issuance of common stock upon exercises of employee stock options20 — 696 — — — 696 
Issuance of common stock upon vesting of RSUs, net755 — — — — — — 
Issuance of common stock for employee stock purchase plan388 — 12,192 — — — 12,192 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 45,670 — — — 45,670 
Taxes withheld related to net share settlement of equity awards— — (19,411)— — — (19,411)
Repurchases of common stock— — — (63,625)— — (63,625)
Retirement of common stock(1,871)— — 71,148 — (71,148)— 
Other comprehensive loss— — — — (184)— (184)
Net income— — — — — 38,036 38,036 
Balance as of June 30, 202467,622 $— $1,848,677 $(806)$(14,134)$(1,098,390)$735,347 

See Notes to Condensed Consolidated Financial Statements.















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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 options716 — 15,549 — — — 15,549 
Issuance of common stock upon vesting of RSUs, net1,658 — — — — — — 
Issuance of common stock for employee stock purchase plan380 — 10,912 — — — 10,912 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 95,162 — — — 95,162 
Taxes withheld related to net share settlement of equity awards— — (38,406)— — — (38,406)
Repurchases of common stock— — — (100,159)— — (100,159)
Retirement of common stock(3,264)— — 100,000 — (100,000)— 
Other comprehensive income— — — — 1,669 — 1,669 
Net income— — — — — 13,551 13,551 
Balance as of June 30, 202369,287 $— $1,732,909 $(159)$(13,876)$(1,010,272)$708,602 
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, net1,531 — — — — — — 
Issuance of common stock for employee stock purchase plan388 — 12,192 — — — 12,192 
Stock-based compensation (inclusive of capitalized stock-based compensation)— — 89,975 — — — 89,975 
Taxes withheld related to net share settlement of equity awards— — (41,401)— — — (41,401)
Repurchases of common stock— — — (126,455)— — (126,455)
Retirement of common stock(3,198)— — 125,931 — (125,931)— 
Other comprehensive loss— — — — (1,932)— (1,932)
Net income— — — — — 52,190 52,190 
Balance as of June 30, 202467,622 $— $1,848,677 $(806)$(14,134)$(1,098,390)$735,347 

See Notes to Condensed Consolidated Financial Statements.

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YELP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
20242023
Operating Activities
Net income$52,190 $13,551 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization19,515 21,420 
Provision for doubtful accounts23,957 14,636 
Stock-based compensation83,924 89,837 
Amortization of right-of-use assets7,662 15,699 
Deferred income taxes(2,109)(42,148)
Amortization of deferred contract cost12,321 11,716 
Asset impairment— 3,555 
Other adjustments, net(2,995)(64)
Changes in operating assets and liabilities:
Accounts receivable(31,679)(34,389)
Prepaid expenses and other assets(14,914)12,156 
Operating lease liabilities(19,434)(20,943)
Accounts payable, accrued liabilities and other liabilities(15,894)37,225 
Net cash provided by operating activities112,544 122,251 
Investing Activities
Purchases of marketable securities — available-for-sale(53,301)(82,491)
Sales and maturities of marketable securities — available-for-sale49,095 50,613 
Purchases of other investments(2,500)— 
Purchases of property, equipment and software(16,574)(15,153)
Other investing activities234 146 
Net cash used in investing activities(23,046)(46,885)
Financing Activities
Proceeds from issuance of common stock for employee stock-based plans13,436 26,095 
Taxes paid related to the net share settlement of equity awards(41,190)(38,201)
Repurchases of common stock(122,657)(100,000)
Payment of issuance costs for credit facility— (799)
Net cash used in financing activities(150,411)(112,905)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(295)1,175 
Change in cash, cash equivalents and restricted cash(61,208)(36,364)
Cash, cash equivalents and restricted cash — Beginning of period314,002 307,138 
Cash, cash equivalents and restricted cash — End of period$252,794 $270,774 
Supplemental Disclosures of Other Cash Flow Information
Cash paid for income taxes, net$20,365 $8,229 
Supplemental Disclosures of Noncash Investing and Financing Activities
Purchases of property, equipment and software recorded in accounts payable and accrued liabilities$1,348 $1,478 
Repurchases of common stock recorded in accounts payable and accrued liabilities$4,506 $2,442 
Excise tax accrued on net stock repurchases$524 $159 

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.



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Recent Accounting Pronouncements Not Yet Effective
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and should be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-07 on its related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures.
2. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash, cash equivalents and restricted cash as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):
June 30,
2024		December 31,
2023
Cash$71,357 $105,959 
Cash equivalents181,078 207,952 
Total cash and cash equivalents252,435 313,911 
Restricted cash359 91 
Total cash, cash equivalents and restricted cash$252,794 $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 June 30, 2024 and December 31, 2023 were as follows (in thousands):
June 30, 2024
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Cash equivalents:
Corporate bonds$563 $— $— $563 
Total cash equivalents563 — — 563 
Short-term marketable securities:
Certificates of deposit385 — — 385 
Commercial paper9,135 — — 9,135 
Corporate bonds25,309 2 (67)25,244 
Agency bonds5,270 2 (5)5,267 
U.S. government securities92,641 7 (303)92,345 
Total short-term marketable securities132,740 11 (375)132,376 
Total$133,303 $11 $(375)$132,939 
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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 June 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):
June 30, 2024
Less Than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Corporate bonds$20,997 $(61)$2,157 $(6)$23,154 $(67)
Agency bonds1,045 — 1,426 (5)2,471 (5)
U.S. government securities58,306 (162)27,909 (141)86,215 (303)
Total$80,348 $(223)$31,492 $(152)$111,840 $(375)
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 six months ended June 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 June 30, 2024 were as follows (in thousands):
Amortized CostFair Value
Due in one year or less$81,663 $81,457 
Due in one to five years51,640 51,482 
Total$133,303 $132,939 
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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 June 30, 2024 and December 31, 2023 (in thousands):
June 30, 2024December 31, 2023
 Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents: 
Money market funds$153,733 $— $— $153,733 $180,270 $— $— $180,270 
Corporate bonds— 563 — 563 — — — — 
U.S. government securities— — — — 1,612 — 1,612 
Marketable securities:
Certificates of deposit— 385 — 385 — 1,537 — 1,537 
Commercial paper— 9,135 — 9,135 — 1,058 — 1,058 
Corporate bonds— 25,244 — 25,244 — 19,757 — 19,757 
Agency bonds— 5,267 — 5,267 — 17,647 — 17,647 
U.S. government securities— 92,345 — 92,345 — 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$153,733 $142,939 $— $296,672 $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 an impairment charge related to the write off of right-of-use (“ROU”) assets and leasehold improvements associated with certain of its office space that it abandoned during the six months ended June 30, 2023. See Note 8, “Leases,” for further details. The Company estimated the fair value of these assets as of the abandonment date using an income approach based on discounted cash flows expected to be received for the 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 its 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 June 30, 2024 and December 31, 2023 consisted of the following (in thousands):
June 30,
2024		December 31,
2023
Prepaid expenses$17,110 $14,922 
Certificates of deposit7,500 5,000 
Other current assets20,389 16,751 
Total prepaid expenses and other current assets$44,999 $36,673 
As of June 30, 2024, other current assets primarily consisted of income taxes receivable, deferred costs related to subleases and short-term deposits.
6. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):
June 30,
2024		December 31,
2023
Capitalized website and internal-use software development costs$277,109 $258,059 
Leasehold improvements
55,869 57,403 
Computer equipment47,107 50,014 
Furniture and fixtures9,890 10,336 
Telecommunication4,163 4,175 
Software1,110 1,113 
Total395,248 381,100 
Less accumulated depreciation and amortization
(324,632)(312,416)
Property, equipment and software, net$70,616 $68,684 
Depreciation and amortization expense related to property, equipment and software was $9.2 million and $10.2 million for the three months ended June 30, 2024 and 2023, respectively, and $18.8 million and $20.7 million for the six months ended June 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, 2023 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 June 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 six months ended June 30, 2024 was as follows (in thousands):
Balance as of December 31, 2023$103,886 
Effect of currency translation(1,398)
Balance as of June 30, 2024$102,488 
        
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Intangible assets that were not fully amortized as of June 30, 2024 and December 31, 2023 consisted of the following (dollars in thousands):
June 30, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Remaining Life
Business relationships$9,918 $(6,612)$3,306 4.7 years
Licensing agreements6,141 (2,481)3,660 5.7 years
Domain and data licenses2,877 (2,869)8 5.0 years
Total$18,936 $(11,962)$6,974 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted 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 $0.4 million for each of the three months ended June 30, 2024 and 2023, and $0.7 million for each of the six months ended June 30, 2024 and 2023.
As of June 30, 2024, estimated future amortization expense was as follows (in thousands):
Remainder of 2024$680 
20251,355 
20261,355 
20271,355 
20281,355 
2029764 
Thereafter110 
Total amortization$6,974 
8. LEASES
The components of lease cost, net for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Operating lease cost$4,746 $9,222 $9,688 $18,753 
Short-term lease cost (12 months or less)96 98 193 203 
Sublease income(3,404)(3,403)(6,804)(6,794)
Total lease cost, net$1,438 $5,917 $3,077 $12,162 
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 six months ended June 30, 2024 and 2023 was as follows (in thousands):
Six Months Ended
June 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases$21,460 $24,065 
As of June 30, 2024, maturities of lease liabilities were as follows (in thousands):
Remainder of 2024$21,236 
202522,153 
20267,215 
20276,402 
20286,540 
20296,682 
Thereafter2,969 
Total minimum lease payments73,197 
Less imputed interest(5,580)
Present value of lease liabilities$67,617 
As of June 30, 2024 and December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate were as follows:
June 30,
2024		December 31,
2023
Weighted-average remaining lease term (years) — operating leases3.63.7
Weighted-average discount rate — operating leases5.0 %5.1 %
During the six months ended June 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 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 $3.6 million during the six months ended June 30, 2023, which is included in general and administrative expenses on its condensed consolidated statement of operations. The Company reduced the carrying amount of the ROU asset and leasehold improvements by $2.6 million and $1.0 million, respectively. 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.”
Subsequent to the quarter end, in July 2024, the Company agreed to a binding offer to sublease a portion of its office space in Toronto, Ontario. The Company expects to recognize an impairment charge of approximately $4.2 million in the three months ending September 30, 2024, which will be included in general and administrative expenses on its condensed consolidated statement of operations and will reduce the carrying amounts of the associated right-of-use assets and leasehold improvements accordingly.
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9. OTHER NON-CURRENT ASSETS
Other non-current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):
June 30,
2024		December 31,
2023
Deferred tax assets$121,589 $119,449 
Deferred contract costs26,048 28,203 
Other non-current assets12,905 14,074 
Total other non-current assets$160,542 $161,726 
10. CONTRACT BALANCES
The changes in the allowance for doubtful accounts during the six months ended June 30, 2024 and 2023 were as follows (in thousands):
Six Months Ended
June 30,
20242023
Balance, beginning of period$13,768 $9,277 
Add: provision for doubtful accounts23,957 14,636 
Less: write-offs, net of recoveries(21,601)(15,751)
Balance, end of period$16,124 $8,162 
In calculating the allowance for doubtful accounts as of June 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 six months ended June 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 six months ended June 30, 2024 were as follows (in thousands):
Six Months Ended
June 30, 2024
Balance, beginning of period$3,821 
      Less: recognition of deferred revenue from beginning balance(3,036)
      Add: net increase in current period contract liabilities4,444 
Balance, end of period$5,229 
The majority of the Company’s deferred revenue balance as of June 30, 2024 is classified as short-term and is expected to be recognized as revenue in the subsequent three-month period ending September 30, 2024. An immaterial amount of long-term deferred revenue is included in other long-term liabilities as of June 30, 2024. No other contract assets or liabilities were recorded on the Company’s condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023.
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11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):
June 30,
2024		December 31,
2023
Accounts payable$12,470 $11,868 
Employee-related liabilities73,552 79,081 
Accrued sales and marketing expenses8,550 5,779 
Accrued legal settlements40 15,085 
Other accrued liabilities23,150 20,996 
Total accounts payable and accrued liabilities$117,762 $132,809 
As of June 30, 2024, other accrued liabilities primarily consisted of accrued cost of revenue, unpaid share repurchases, taxes payable, and accrued general and administrative expenses.
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 June 30, 2024, the Company had $14.5 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 June 30, 2024.
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13. STOCKHOLDERS’ EQUITY
The following table presents the number of shares authorized and issued as of June 30, 2024 and December 31, 2023 (in thousands):
June 30, 2024December 31, 2023
Shares
Authorized
Shares
Issued
Shares
Authorized
Shares
Issued
Common stock, $0.000001 par value
200,000 67,622 200,000 68,864 
Undesignated preferred stock10,000 — 10,000 — 
Stock Repurchase Program
As of June 30, 2024, the Board of Directors had authorized the Company to repurchase up to an aggregate of $1.95 billion of its outstanding common stock, $455.7 million of which remained available as of June 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 six months ended June 30, 2024, the Company repurchased on the open market and subsequently retired 3,198,097 shares for an aggregate purchase price of $125.9 million. Although there were no shares of treasury stock as of June 30, 2024, the treasury stock balance included $0.8 million of excise tax imposed under the Inflation Reduction Act of 2022 on stock repurchases, net of shares issued.
During the six months ended June 30, 2023, the Company repurchased on the open market and subsequently retired 3,264,260 shares for an aggregate purchase price of $100.0 million. Although there were no shares of treasury stock as of June 30, 2023, the treasury stock balance included an immaterial amount of excise tax on stock repurchases, net of shares issued, during the six months then ended.
Equity Incentive Plans
Stock Options
A summary of stock option activity for the six months ended June 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 June 30, 20242,473 $34.57 3.1$11,223 
Options vested and exercisable at June 30, 20242,452 $34.55 3.1$11,187 
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 immaterial for each of the three months ended June 30, 2024 and 2023, and $0.3 million and $5.5 million for the six months ended June 30, 2024 and 2023, respectively.
There were no options granted during the six months ended June 30, 2024 and 2023.
As of June 30, 2024, total unrecognized compensation costs related to nonvested stock options were approximately $0.4 million, which the Company expects to recognize over a weighted-average time period of 1.2 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 six months ended June 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 six months ended June 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 
Granted2,098 44.46 
Vested(1)
(2,645)32.41 
Canceled(348)33.22 
Nonvested at June 30, 2024(2)
9,066 $35.38 
(1)    Includes 1,113,103 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes.
(2)    Includes 929,285 PRSUs.
The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the six months ended June 30, 2024 and 2023 was $98.3 million and $91.2 million, respectively. As of June 30, 2024, the Company had approximately $288.1 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 2.1 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 three and six months ended June 30, 2024. There were 379,656 and 380,332 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $28.70 and $28.69 during the three and six months ended June 30, 2023, respectively. The Company recognized stock-based compensation expense related to the ESPP of $0.9 million during each of the three months ended June 30, 2024 and 2023, and $2.0 million and $1.8 million during the six months ended June 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
June 30,		Six Months Ended
June 30,
2024202320242023
Cost of revenue$1,397 $1,346 $