Yelp Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Yelp Inc. on May 9, 2018. The filing serves to provide updates on previously announced material events, specifically the acquisitions of Nowait, Inc. and Turnstyle Analytics Inc., and the disposal of Eat24, LLC. The report includes unaudited financial statements for acquired businesses and pro forma financial information for the year ended December 31, 2017.
Key Financial Metrics
The filing text does not provide specific values for Yelp Inc.'s current revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following financial exhibits:
- Turnstyle Analytics Inc.: Unaudited condensed consolidated financial statements for the three months ended March 31, 2017, and 2016 (Exhibit 99.1).
- Pro Forma Information: Unaudited pro forma condensed combined financial information for Yelp Inc. for the year ended December 31, 2017, reflecting the acquisitions of Nowait and Turnstyle and the disposal of Eat24 (Exhibit 99.2).
Material Changes and Transactions
The filing details three significant corporate actions that have already closed:
- Acquisition of Nowait, Inc.: On February 28, 2017, Yelp merged with Nowait via a wholly-owned subsidiary. Nowait continues as a wholly-owned subsidiary of Yelp.
- Acquisition of Turnstyle Analytics Inc.: On April 3, 2017, Yelp Canada acquired all outstanding equity interests in Turnstyle. Turnstyle became an indirect wholly-owned subsidiary of Yelp.
- Disposal of Eat24, LLC: On October 10, 2017, Yelp completed the sale of all outstanding equity interests in Eat24 to Grubhub Inc. and Grubhub Holdings Inc. Prior to closing, Yelp transferred certain material assets necessary for Eat24's operations to the subsidiary.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the disclosure of the completed transactions. The document focuses on compliance with SEC regulations regarding the reporting of financial statements for acquired businesses and pro forma information.
Investor Verification Checklist
- Review Exhibit 99.1 for Turnstyle Analytics' unaudited financial performance for the three months ended March 31, 2017, and 2016.
- Review Exhibit 99.2 for the unaudited pro forma combined financial statements for Yelp Inc. for the year ended December 31, 2017, to understand the financial impact of the Nowait and Turnstyle acquisitions and the Eat24 disposal.
- Verify the terms of the Agreement and Plan of Merger with Nowait (Exhibit 2.1) and the Share Purchase Agreement with Turnstyle (Exhibit 2.2).
- Confirm the details of the Unit Purchase Agreement regarding the sale of Eat24 to Grubhub (Exhibit 2.3).