YELP INC MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

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The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report. This discussion contains forward-looking statements that reflect our
plans, estimates and beliefs, and involve risks and uncertainties. Our actual
results and the timing of certain events could differ materially from those
anticipated in these forward-looking statements as a result of several factors,
including those discussed in the section titled "Risk Factors" included under
Part I, Item 1A in our Annual Report. See "  Special Note Regarding
Forward-Looking Statements  " in this Quarterly Report.

Insight

As one of the best known internet brands in the United States, Yelp is a trusted
local resource for consumers and a partner in success for businesses of all
sizes. Consumers trust us for our more than 220 million ratings and reviews of
businesses across a broad range of categories, while businesses advertise with
us to reach our large audience of purchase-oriented and generally affluent
consumers. We believe our ability to provide value to both consumers and
businesses not only fulfills our mission to connect consumers with great local
businesses, but also positions us well in the local, digital advertising market
in the United States.

We generate substantially all of our revenue from the sale of performance-based
advertising products, which our advertising platform matches to individual
consumers through auctions priced on a cost-per-click ("CPC") basis. In the
three months ended March 31, 2022, our net revenue was $276.6 million, up 19%
from the three months ended March 31, 2021, and we recorded net loss of $0.9
million and adjusted EBITDA of $48.1 million. For information on how we define
and calculate adjusted EBITDA, and a reconciliation of this non-GAAP financial
measure to net income (loss), see "  Non-GAAP Financial Measures  " below.

In the first quarter of 2022, our strategic investments in products and marketing advanced our revenue growth initiatives:

•Grow quality leads and monetization in Services. We continued working to drive
more high-quality leads to Services businesses in the first quarter, including
through enhancements to Request-a-Quote. Product improvements to reduce friction
in the Request-a-Quote flow and better match consumers with the right businesses
for their projects drove increases in both the number of submitted projects and
consumer response rates following their implementation in the first quarter, and
contributed to advertising revenue from Services businesses increasing 14% year
over year and 38% from the first quarter of 2019.

•Drive sales through the most efficient channels. Revenue from our Self-serve
and Multi-location channels reached 46% of advertising revenue in the first
quarter. Marketing investments and product improvements to the claim and ads
purchase flows contributed to record Self-serve customer acquisition, which,
together with continued strength in retention, resulted in advertising revenue
from our Self-serve channel increasing by more than 30% year over year to reach
a new record. Our Multi-location channel also gained momentum in the first
quarter; revenue from this channel increased 35% year over year and paying
advertising locations reached its highest quarterly level since the COVID-19
pandemic began in the first quarter of 2020.

•Deliver more value to advertisers. Ad clicks increased by 4% year over year
while Average CPC increased by 17% year over year. Growth in average CPC
outpaced growth in ad clicks due to higher advertising demand than consumer
engagement, particularly in Services. We believe this dynamic was driven by a
combination of macroeconomic conditions, including inflation. Despite this, the
first quarter marked another record in our retention rate for non-term
advertiser budgets, demonstrating our continued ability to deliver more
relevant, high-quality ad clicks to advertisers as we work to improve the
efficiency of our ad system to better match consumers with the right
advertisers.

•Enhance the consumer experience. With an increased focus on consumer
experience, we are investing in various product and marketing initiatives
designed to expand Yelp's trusted content and drive targeted user engagement and
growth. In the first quarter, we expanded the public health inspection
information available on our platform, introduced new eco-friendly business
attributes to help consumers make more informed decisions and entered into a new
data licensing partnership that extends the reach of our content to Uber riders.
With a view to bringing the user experience on our Android app to parity with
the iOS experience, we significantly improved the map view search experience on
the Android app and executed backend improvements, resulting in a 20% increase
in Android ad clicks following their implementation in March 2022.

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As a result of the structural improvements to our business and continued expense
management, our strong revenue performance in the first quarter benefited our
bottom line: net loss improved year over year to $0.9 million and adjusted
EBITDA increased 10% year over year to $48.1 million, even as we continued our
strategic investments in product and marketing. We expect net revenue to
increase sequentially in the second quarter and plan to further invest in our
growth initiatives; accordingly, we expect second quarter adjusted EBITDA to be
approximately flat with the first quarter.

Key indicators

We regularly review a number of metrics, including the key metrics set forth
below, to evaluate our business, measure our performance, identify trends in our
business, prepare financial projections and make strategic decisions.

Ad clicks

Ad clicks represent user interactions with our pay-for-performance advertising
products, including clicks on advertisements on our website and mobile app,
clicks on syndicated advertisements on third-party platforms and Request-a-Quote
submissions. Ad clicks include only user interactions that we are able to track
directly, and therefore do not include user interactions with ads sold through
our advertising partnerships. We do not expect the exclusion of such user
interactions to materially affect this metric.

Because we generate revenue primarily from the sale of performance-based ads,
our ability to increase our revenue depends largely on our ability to increase
ad clicks. We report the year-over-year percentage change in ad clicks on a
quarterly basis as a measure of our success in monetizing more of our consumer
traffic and delivering more value to advertisers.

The following table shows the year-over-year changes in our click-throughs for the time periods shown (expressed as a percentage):

                Three Months Ended
                    March 31,
              2022              2021
Ad Clicks      4%               (8)%


Average CPC

We define average CPC as revenue from our performance-based ad products -
excluding certain revenue adjustments that do not impact the outcome of an
auction for an individual ad click, such as refunds, as well as revenue from our
advertising partnerships - divided by the total number of ad clicks for a given
three-month period.

Average CPC, when viewed together with ad clicks, provides important insight
into the value we deliver to advertisers, which we believe is a significant
factor in our ability to retain both revenue and customers. For example, a
positive change in ad clicks for a given three-month period combined with lower
growth or a negative change in average CPC over the same period would indicate
that we delivered more ad clicks at lower prices, thereby delivering more value
to our advertisers; we would typically expect this to have a positive impact on
retention. Although growth in average CPC outpaced growth in ad clicks in the
three months ended March 31, 2022, we continued to have a high retention rate of
non-term advertisers' budgets during the quarter. This dynamic was due to higher
advertising demand than consumer engagement, particularly in Services, which we
believe was driven by a combination of macro conditions, including inflation. We
expect these complex macroeconomic conditions to continue to cause volatility in
these metrics in the near term. We believe that average CPC and ad clicks
together reflect one of the largest dynamics affecting our advertising revenue
performance.

The following table shows the year-over-year changes in our average CPC for the periods indicated (expressed as a percentage):

                   Three Months Ended
                       March 31,
                 2022              2021
Average CPC      17%               (3)%

Ad revenue by category

Our advertising revenue includes revenue from the sale of our advertising products, including the resale of our advertising products by partners and syndicated advertisements appearing on third-party platforms.

To reflect our strategic focus on creating two differentiated experiences on
Yelp, we provide a quarterly breakdown of our advertising revenue attributable
to businesses in two high-level category groupings: Services and Restaurants,
Retail & Other.

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Our service categories include home, premises, automotive, professional, pet, event, real estate and financial services. Our Restaurants, Retail, and Other categories include Restaurants, Stores, Beauty & Fitness, Health, and Others.

Advertising revenue by category for the three months ended March 31, 2022
reflects our updated methodology for determining the business category with
which advertising revenue is associated based on the business category of each
advertising location rather than the business category of the business account
that paid for the advertising. While business locations associated with a single
payment account are generally part of the same business, they may offer a
variety or a combination of services that differ by location; accordingly, we
believe our updated methodology provides a more precise breakdown of our
advertising revenue between our Services and Restaurants, Retail & Other
categories.

The categorization of business locations can change over time and historical
business categories for individual business locations are not available; as a
result, it is impracticable to apply our updated methodology to prior-year
amounts based on the business categorizations in effect during the prior-year
period. However, applying our updated methodology to the three months ended
March 31, 2021 based on the current business categories of the associated
advertising locations does not result in a materially different breakdown than
previously reported for such periods. Due to the differences between the types
of business categories comprising our Services and Restaurants, Retail & Other
categories, we do not believe a significant number of businesses are
re-categorized such that they move from one high-level category grouping to the
other, and so do not believe the result would be materially different based on
the then-current categorizations.

The following table shows our advertising revenue by category for the periods indicated (in thousands, except percentages):

                                  Three Months Ended
                                      March 31,
                                 2022           2021         % Change
Services                      $ 160,263      $ 140,687          14%

Restaurants, retail and other 102,974 81,300 27% Total advertising revenue $263,237 $221,987 19%

Paid ad placements by category

Paying advertising locations comprise all business locations associated with a
business account from which we recognized advertising revenue in a given month,
excluding business accounts that purchased advertising through partner programs
other than Yelp Ads Certified Partners, averaged over a given three-month
period. We also provide a breakdown of paying advertising locations between our
Services categories and Restaurants, Retail & Other categories.

We provide our paying advertising locations on a quarterly basis as a measure of
the reach and scale of our business; however, this metric may exhibit short-term
volatility as a result of factors such as seasonality and macroeconomic
conditions. For example, macroeconomic factors, such as ongoing concerns about
COVID-19 and its variants as well as labor and supply chain challenges, have had
a predominant negative impact on Restaurants, Retail & Other paying advertising
locations in recent quarters. Short-term fluctuations in paying advertising
locations may also reflect the acquisition or loss of single advertising
accounts associated with large numbers of locations, or the pausing/restarting
of advertising campaigns by such multi-location advertisers.

The following table shows the number of paid advertising placements by category during the periods indicated (in thousands, excluding percentages):

                                           Three Months Ended
                                               March 31,
                                         2022              2021       % Change
Services                                 223               224           -%
Restaurants, Retail & Other              323               279           16%
Total Paying Advertising Locations       546               503           9%


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Significant Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States ("GAAP"). The
preparation of these consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, expenses and related disclosures. We evaluate our
estimates and assumptions on an ongoing basis. Our estimates and assumptions are
based on historical experience and various other assumptions that we believe to
be reasonable under the circumstances. Our actual results could differ from
those estimates. Due to macroeconomic conditions and other factors, certain
estimates and assumptions have required and may continue to require increased
judgment and carry a higher degree of variability and volatility. As events
continue to evolve and additional information becomes available, these estimates
may materially change in future periods.

We believe that assumptions and estimates associated with revenue recognition, website and internal software development costs, incremental borrowing rate used in connection with leases, business combinations, allowance for doubtful accounts, income taxes and stock-based compensation expense have the greatest potential impact on our consolidated financial statements. There have been no material changes to our significant accounting policies and estimates from those disclosed in our annual report.

Operating results

The following table sets forth our results of operations for the periods
indicated (in thousands, except percentages). The period-to-period comparison of
financial results is not necessarily indicative of the results of operations to
be anticipated for the full year 2022 or any future period.

                                                         Three Months Ended
                                                              March 31,
                                                       2022               2021            $ Change             % Change(1)
Condensed Consolidated Statements of Operations
Data:
Net revenue by product:
Advertising revenue by category(2):
Services                                           $ 160,263          $ 140,687          $ 19,576                        14  %
Restaurants, Retail & Other                          102,974             81,300            21,674                        27  %
Advertising                                          263,237            221,987            41,250                        19  %
Transactions                                           3,180              3,804              (624)                      (16) %
Other                                                 10,211              6,305             3,906                        62  %
Total net revenue                                    276,628            232,096            44,532                        19  %
Costs and expenses:
 Cost of revenue (exclusive of depreciation and
amortization shown separately below)                  23,429             14,874             8,555                        58  %
Sales and marketing                                  126,097            112,909            13,188                        12  %
Product development                                   80,685             67,992            12,693                        19  %
General and administrative                            39,383             31,861             7,522                        24  %
Depreciation and amortization                         11,490             13,083            (1,593)                      (12) %
Restructuring                                              -                 20               (20)                     (100) %
Total costs and expenses                             281,084            240,739            40,345                        17  %
Loss from operations                                  (4,456)            (8,643)            4,187                       (48) %
Other income, net                                        929                705               224                        32  %
Loss before income taxes                              (3,527)            (7,938)            4,411                       (56) %
Benefit from income taxes                             (2,612)            (2,142)             (470)                       22  %
Net loss                                           $    (915)         $  (5,796)         $  4,881                       (84) %

(1) Percentage changes are calculated based on rounded numbers and may not be recalculated exactly due to rounding.

(2) Please refer to “-Key Metrics-Ad Revenue by Category” for more information on a change in methodology adopted in 2021.

Three months completed March 31, 2022 and 2021

Net revenue

Advertising. We generate advertising revenue from the sale of our advertising
products - including enhanced listing pages and performance and impression-based
advertising in search results and elsewhere on our platform - to businesses of
all sizes, from single-location local businesses to multi-location national
businesses. Advertising revenue also includes revenue generated

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from the resale of our advertising products by certain partners and monetization
of remnant advertising inventory through third-party ad networks. We present
advertising revenue on a disaggregated basis for our high-level category
groupings, Services and Restaurants, Retail & Other.

Advertising revenue for the three months ended March 31, 2022 increased compared
to the prior-year period primarily due to higher customer spend as a result of
an improved retention rate of non-term advertisers' budgets and higher average
revenue per location, as well as an increase in paying advertising locations in
our Restaurants, Retail & Other categories. Paying advertising locations in
Restaurants, Retail & Other increased as these businesses were able to operate
at a greater capacity than the prior-year period.

Transactions. We generate revenue from various transactions with consumers,
primarily through our partnership integrations, which are mainly revenue-sharing
arrangements that provide consumers with the ability to complete food ordering
and delivery transactions through third parties directly on Yelp. We earn a fee
for acting as an agent for transactions placed through these integrations, which
we record on a net basis and include in revenue upon completion of a
transaction.

Transactions revenue for the three months ended March 31, 2022 decreased
compared to the prior-year period primarily due to a lower volume of food
takeout and delivery orders as restaurants' dine-in capacity was greater than in
the prior-year period. The decrease was partially offset by an increase in the
per-order transaction fee that we receive from Grubhub following the renewal of
our partnership in March 2022.

Other Revenue. We generate revenue through our subscription services, including
our Yelp Reservations and Yelp Guest Manager products. We also generate revenue
through our Yelp Knowledge and Yelp Fusion programs, which provide access to
Yelp data for a fee, as well as other non-advertising partnerships.

Other revenue for the three months ended March 31, 2022 increased compared to
the prior-year period, primarily reflecting higher revenue from the continued
growth of our Yelp Fusion program. The increase also reflects lower COVID-19
relief incentives - mainly in the form of waived subscription fees - for our
subscription product customers in the current-year period.

Trends and Uncertainties of Net Revenue. In contrast to historical seasonal
trends, net revenue increased slightly in the three months ended March 31, 2022
compared to the three months ended December 31, 2021 due to increased advertiser
demand and the continued execution of our strategic initiatives. We anticipate
net revenue in the three months ending June 30, 2022 to increase from the first
quarter of 2022.

Costs and Expenses

Cost of Revenue (exclusive of depreciation and amortization). Our cost of
revenue consists primarily of credit card processing fees and website
infrastructure expense, which includes website hosting costs and employee costs
(including stock-based compensation expense) for the infrastructure teams
responsible for operating our website and mobile app, and excludes depreciation
and amortization expense. Cost of revenue also includes third-party advertising
fulfillment costs.

Cost of sales for the three months ended March 31, 2022 increased compared to the prior year period, mainly due to:

• an increase in the infrastructure expenditure of the website of $4.1 million due to higher traffic;

•an increase in advertising execution costs of $3.2 millionmainly driven by the expansion of Yelp Public; and

•an increase in merchant credit card fees from $0.9 million due to a higher volume of transactions related to the increase in advertising revenue.

We expect the cost of revenue to increase in absolute dollars in 2022 compared to 2021.

Sales and Marketing. Our sales and marketing expenses primarily consist of
employee costs (including sales commission and stock-based compensation
expenses) for our sales and marketing employees. Sales and marketing expenses
also include business and consumer acquisition marketing, community management,
as well as allocated workplace and other supporting overhead costs.

Sales and marketing expenses for the three months ended March 31, 2022 increased compared to the prior year period due to:

•an increase in marketing and advertising costs of $8.3 million, primarily reflecting our investment in consumer marketing; and

•an augmentation of $7.5 million personnel costs due to the increase in the average sales force compared to the same period of the previous year.

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These increases were partially offset by a decrease in allocated workplace operating costs of $2.6 million due to the reduction in our number of leased office spaces, which began at the end of the first quarter of 2021 and continued throughout the year.

We expect sales and marketing expenses to continue to increase in 2022 compared
to 2021 as we hire across our sales and marketing teams and invest in marketing
initiatives. However, we expect sales and marketing expenses to decrease as a
percentage of net revenue in 2022 compared to 2021 as the composition of our
sales force shifts toward more tenured and multi-location sales reps.

Product Development. Our product development expenses primarily consist of
employee costs (including stock-based compensation expense, net of capitalized
employee costs associated with capitalized website and internal-use software
development) for our engineers, product management and corporate infrastructure
employees. In addition, product development expenses include allocated workplace
and other supporting overhead costs.

Product development expenses for the three months ended March 31, 2022 increased
compared to the prior-year period primarily due to an increase in employee costs
of $13.0 million, which includes bonuses and stock-based compensation,
reflecting higher average headcount.

We expect product development expenses to increase in 2022 compared to 2021 as
we expand our product and engineering teams and invest to support our product
initiatives, but decrease as a percentage of net revenue as our distributed
operations provide leverage.

General and Administrative. Our general and administrative expenses primarily
consist of employee costs (including stock-based compensation expense) for our
executive, finance, user operations, legal, people operations and other
administrative employees. Our general and administrative expenses also include
our provision for doubtful accounts, consulting costs, as well as workplace and
other supporting overhead costs.

General and administrative expenses for the three months ended March 31, 2022
increased compared to the prior-year period primarily due to an increase of $4.3
million in our provision for doubtful accounts as a result of the increase in
advertising revenue and an increase in employee costs of $3.2 million due to
higher average headcount.

We expect general and administrative expenses to increase in 2022 compared to
2021 due to increased headcount to support business growth and an increase in
provision for bad debt as a result of continued macroeconomic challenges,
partially offset by savings from our office space reductions as we continue to
operate on a distributed basis. We expect general and administrative expenses as
a percentage of net revenue to remain relatively consistent in 2022 compared to
2021.

Depreciation and amortization. Depreciation expense consists primarily of amortization of computer hardware, software, leasehold improvements, capitalized website and software development costs, and amortization of purchased intangible assets.

Depreciation and amortization expense for the three months ended March 31, 2022
decreased compared to the prior-year period, primarily due to decreases in
depreciation of leasehold improvements from asset retirements related to lease
terminations and expirations that have occurred since prior year.

Other income, net

Other income, net consists primarily of the interest income earned on our cash,
cash equivalents and previously held marketable securities, the portion of our
sublease income in excess of our lease cost, amortization of debt issuance
costs, credit facility fees and foreign exchange gains and losses.

Other income, net for the three months ended March 31, 2022 increased compared
to the prior-year period, primarily due to increases in tax incentives related
to research and development activity in the United Kingdom.

Benefit from income tax

Benefit from income taxes consists of: federal and state income taxes in the
United States and income taxes in certain foreign jurisdictions; deferred income
taxes reflecting the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes; and the realization of net operating
loss carryforwards.

The increase in benefit from income taxes for the three months ended March 31,
2022 compared to the prior-year period was primarily due to the positive annual
effective tax rate estimated for 2022 applied to a quarterly loss, compared to a
negative annual effective tax rate for 2021 applied to a larger quarterly loss
in the year-ago period, offset by a decrease in year-to-date excess tax benefits
from stock-based compensation in the current period.
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As of December 31, 2021, we had approximately $40.5 million in net deferred tax
assets ("DTAs"). As of March 31, 2022, we consider it more likely than not that
we will have sufficient taxable income in the future that will allow us to
realize these DTAs. However, it is possible that some or all of these DTAs will
not be realized. Therefore, unless we are able to generate sufficient taxable
income from our operations, a substantial valuation allowance may be required to
reduce our DTAs, which would materially increase our expenses in the period in
which we recognize the allowance and have a materially adverse impact on our
consolidated financial statements. The exact timing and amount of the valuation
allowance recognition are subject to change on the basis of the net income that
we are able to actually achieve. We will continue to evaluate the possible
recognition of a valuation allowance on a quarterly basis.

Our GAAP tax rate is impacted by a number of factors that are not in our direct
control and that are subject to quarterly variability, which limits our
visibility into the applicable rate for future fiscal periods. While we
currently expect our GAAP tax rate for 2022 to be a substantial positive rate -
potentially exceeding our previous estimate of 38% - it ultimately depends on,
among other things, the status of legislative efforts to repeal the requirement
under the U.S. Tax Cuts and Jobs Act (the "Tax Act") to capitalize and amortize
research and development expenses, which may result in a substantially lower
rate if successful, as well as the amount of our stock-based compensation
expense, which fluctuates based on our stock price. We do not plan to provide
regular updates to our estimate of our 2022 GAAP tax rate given the uncertainty
inherent in it as a result of these factors; however, we note that it may have a
material and adverse impact on our cash flows in 2022 as well as future years.

Non-GAAP Financial Measures

Our condensed consolidated financial statements are prepared in accordance with
GAAP. However, we have also disclosed below adjusted EBITDA and adjusted EBITDA
margin, each of which is a non-GAAP financial measure.

Adjusted EBITDA has limitations as an analytical tool, and you should not
consider it in isolation or as a substitute for analysis of our results as
reported under GAAP. In particular, adjusted EBITDA should not be viewed as a
substitute for, or superior to, net income (loss) prepared in accordance with
GAAP as a measure of profitability or liquidity. Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future, and adjusted
EBITDA does not reflect all cash capital expenditure requirements for such
replacements or for new capital expenditure requirements;

•Adjusted EBITDA does not reflect variations or cash requirements for our working capital requirements;

•Adjusted EBITDA does not reflect the impact of the recording or release of valuation allowances or tax payments which could represent a reduction in the cash available to us;

•adjusted EBITDA does not take into account the potentially dilutive impact of stock-based compensation;

•Adjusted EBITDA does not take into account revenues or costs that management determines are not indicative of ongoing operating performance, such as restructuring costs; and

•Other companies, including those in our industry, may calculate Adjusted EBITDA differently, reducing its usefulness as a comparative measure.

Because of these limitations, you should consider adjusted EBITDA and adjusted
EBITDA margin alongside other financial performance measures, net income (loss)
and our other GAAP results.

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that we calculate as net profit (loss), adjusted to exclude: provision for (profit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, at certain times, certain other items of income and expense, such as restructuring costs.

Adjusted EBITDA margin. Adjusted EBITDA margin is a non-GAAP financial measure that we calculate as Adjusted EBITDA divided by net sales.

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The following is a reconciliation of net loss to Adjusted EBITDA, and calculation of net loss margin and Adjusted EBITDA margin, for each of the periods shown (in thousands, except percentages):

                                                        Three Months Ended
                                                            March 31,
                                                       2022            2021
Reconciliation of Net Loss to Adjusted EBITDA:
Net loss                                           $    (915)      $  (5,796)
Benefit from income taxes                             (2,612)         (2,142)
Other income, net                                       (929)           (705)
Depreciation and amortization                         11,490          13,083
Stock-based compensation                              41,060          39,245

Restructuring                                              -              20

Adjusted EBITDA                                    $  48,094       $  43,705

Net revenue                                        $ 276,628       $ 232,096
Net loss margin                                            -  %           (2) %
Adjusted EBITDA margin                                    17  %           19  %

Cash and capital resources

Sources of cash

As of March 31, 2022, we had cash and cash equivalents of $465.1 million, which
consisted of cash and money market funds. Our cash held internationally as of
March 31, 2022 was $10.9 million. As of March 31, 2022, we also had $10.0
million of investments in certificates of deposit with minority-owned financial
institutions.

To date, we have been able to finance our operations and our acquisitions
through proceeds from private and public financings, including our initial
public offering in March 2012 and our follow-on offering in October 2013, cash
generated from operations, and, to a lesser extent, cash provided by the
exercise of employee stock options and purchases under the Employee Stock
Purchase Plan, as amended, as well as proceeds from our sale of Eat24 to Grubhub
in October 2017.

We continue to hold the majority of our investments in highly liquid money
market funds following the liquidation of our portfolio of marketable securities
in the first half of 2020, which we undertook as a result of our change in
investment strategy to preserve liquidity in response to the COVID-19 pandemic.
Our remaining investments that were not held in money market funds as of
March 31, 2022 were held in certificates of deposit.

We have the ability to access backup liquidity to fund working capital and for
other capital requirements, as needed, through a three-year, $75.0 million
senior unsecured revolving credit facility (including a $25.0 million letter of
credit sub-limit) as part of our Credit Agreement with Wells Fargo Bank,
National Association which we entered into in May 2020 (the "Credit Agreement").
As of March 31, 2022, we had $21.5 million of letters of credit under the
sub-limit related to lease agreements for certain office locations, which are
required to be maintained and issued to the landlords of each facility, and
$53.5 million remained available under the revolving credit facility as of that
date. The cost of capital associated with this credit facility was not
significantly more than the cost of capital that we would have expected prior to
the onset of the COVID-19 pandemic. As of March 31, 2022, we were in compliance
with all covenants and there were no loans outstanding under the Credit
Agreement. For more information about the terms of the Credit Agreement,
including financial covenants, events of default and other limitations, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources" included under Part II, Item 7 in
our Annual Report.

Material Cash Requirements

Our future capital requirements and the adequacy of available funds will depend
on many factors, including those set forth under "Risk Factors" included under
Part I, Item 1A in our Annual Report. We believe that our existing cash and cash
equivalents, together with any cash generated from operations, will be
sufficient to meet our material cash requirements in the next 12 months and
beyond, including: working capital requirements; our anticipated repurchases of
common stock pursuant to our stock repurchase program; payment of taxes related
to the net share settlement of equity awards; payment of lease costs related to
our operating leases; the potential payment of a higher amount of income taxes
beginning in 2022, primarily due to the new requirement to amortize certain
research and development expenses under the Tax Act; and purchases of property,

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equipment and software and website hosting services. However, this estimate is
based on a number of assumptions that may prove to be materially different and
we could exhaust our available cash and cash equivalents earlier than presently
anticipated. We may be required to draw down funds from our revolving credit
facility or seek additional funds through equity or debt financings to respond
to business challenges associated with the impact of macroeconomic conditions,
including the ongoing COVID-19 pandemic, or other challenges, including the need
to develop new features and products or enhance existing services, improve our
operating infrastructure or acquire complementary businesses and technologies.

We lease office facilities under operating lease agreements that expire from
2022 to 2031. Our cash requirements related to these lease agreements are $177.8
million, of which $48.6 million is expected to be paid within the next 12
months. The total lease obligations are partially offset by our future minimum
rental receipts to be received under non-cancelable subleases of $41.3 million.
See   Note     7    , "    Leases    ,"   of the Notes to Condensed Consolidated
Financial Statements for further detail on our operating lease obligations.

Our cash requirements related to purchase obligations consisting of non-cancellable agreements for the purchase of goods and services required in the normal course of business – primarily website hosting services – are approximately $57.7 millionof which approximately $42.7 million should be paid within the next 12 months.

The cost of capital associated with any additional funds sought in the future
might be adversely impacted by the impact of macroeconomic conditions on our
business. Additionally, amounts deposited with third-party financial
institutions exceed the Federal Deposit Insurance Corporation and Securities
Investor Protection Corporation insurance limits, as applicable. These cash and
cash equivalents could be impacted if the underlying financial institutions fail
or are subjected to other adverse conditions in the financial markets. To date,
we have experienced no loss or lack of access to our cash and cash equivalents;
however, we can provide no assurances that access to our invested cash and cash
equivalents will not be impacted by adverse conditions in the financial markets.

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