UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 2, 2016

YELP INC.
(Exact name of registrant as specified in its charter)


Delaware

 

001-35444

 

20-1854266

(State of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

140 New Montgomery Street, 9th Floor
San Francisco, CA 94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02.          Results of Operations and Financial Condition.

On November 2, 2016, Yelp Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2016.  A copy of the press release, entitled “Yelp Announces Third Quarter 2016 Financial Results,” is furnished pursuant to Item 2.02 as Exhibit 99.1 to this Current Report.

The information in this Item 2.02 and the press release attached as Exhibit 99.1 hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.         Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number   Description
99.1 Press Release, dated November 2, 2016, entitled “Yelp Announces Third Quarter 2016 Financial Results.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

November 2, 2016

YELP INC.

 

 

 

By:

/s/ Charles Baker

Charles Baker

Chief Financial Officer


INDEX TO EXHIBITS

Exhibit Number

 

Description

99.1

Press Release, dated November 2, 2016, entitled “Yelp Announces Third Quarter 2016 Financial Results.”

Exhibit 99.1

Yelp Announces Third Quarter 2016 Financial Results

Local Revenue Increases 41% Over Third Quarter 2015

SAN FRANCISCO--(BUSINESS WIRE)--November 2, 2016--Yelp Inc. (NYSE:YELP), the company that connects people with great local businesses, today announced financial results for the third quarter ended September 30, 2016.

GAAP net income in the third quarter of 2016 was $2.1 million, or $0.02 per diluted share, compared to a GAAP net loss of ($8.1) million, or ($0.11) per share, in the third quarter of 2015. Adjusted EBITDA for the third quarter of 2016 was $33.7 million compared to $12.5 million in the third quarter of 2015. Non-GAAP net income, which consists of net income excluding stock-based compensation and amortization, was $18.4 million for the third quarter, or $0.22 per diluted share, compared to $2.7 million, or $0.03 per diluted share, in the third quarter of 2015.

“We had an outstanding quarter in which Local revenue grew 41% year over year and we recorded the highest adjusted EBITDA in company history,” said Jeremy Stoppelman, Yelp's co-founder and chief executive officer. “We continue to pursue our mission of connecting consumers with great local businesses everywhere, and our local business in the U.S. has accelerated this year. We have not yet achieved the same level of traction internationally and we have decided to redirect our resources towards the domestic opportunity for now. This was not an easy decision as it affects our valued colleagues abroad, however it allows us to sharpen our focus on the large, profitable and rapidly growing domestic business.”

Third Quarter Operating Summary


Business Highlights

Business Outlook

As of today, Yelp is providing its outlook for the fourth quarter of 2016 and updated outlook for revenue and adjusted EBITDA for the full year of 2016.


For more information regarding the non-GAAP financial measures discussed in this release, please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below. Outlook for adjusted EBITDA excludes stock-based compensation expense, depreciation and amortization expense, other (income) expense, net, and provision (benefit) for income taxes. Yelp has not reconciled its adjusted EBITDA outlook to GAAP net income (loss) because it does not provide an outlook for GAAP net income (loss) or the reconciling items between adjusted EBITDA and GAAP net income (loss), other than stock-based compensation expense and depreciation and amortization, as a result of the uncertainty regarding, and the potential variability of, these items. The actual amount of net income (loss) and such reconciling items will have a significant impact on Yelp’s adjusted EBITDA. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort.

Quarterly Conference Call

To access the call, please dial 1 (844) 795-4421, or outside the U.S., dial 1 (661) 378-9638, with Passcode 1337103, at least five minutes prior to the 5:00 a.m. PT start time. A live webcast of the call will also be available at http://www.yelp-ir.com under the Events & Presentations menu. An audio replay will be available between 8:00 a.m. PT November 2, 2016 and 7:00 p.m. PT November 9, 2016 by calling 1 (855) 859-2056 or 1 (404) 537-3406, with Passcode 1337103. The replay will also be available on the Company's website at http://www.yelp-ir.com.

About Yelp

Yelp Inc. (http://www.yelp.com) connects people with great local businesses. Yelp was founded in San Francisco in July 2004. Since then, Yelp has expanded to more than 30 countries. Approximately 25 million unique devices1 accessed Yelp via the Yelp app, approximately 77 million unique visitors visited Yelp via desktop computer2 and approximately 72 million unique visitors visited Yelp via mobile website3 on a monthly average basis during the third quarter of 2016. By the end of the same quarter, Yelpers had written approximately 115 million rich, local reviews, making Yelp the leading local guide for real word-of-mouth on everything from boutiques and mechanics to restaurants and dentists.

1 Calculated as the number of unique devices accessing the app on a monthly average basis over a given three-month period, according to internal Yelp logs.

2 Calculated as the number of “users,” as measured by Google Analytics, accessing Yelp via desktop computer on a monthly average basis over a given three-month period.

3 Calculated as the number of “users,” as measured by Google Analytics, accessing Yelp via the mobile website on a monthly average basis over a given three-month period.


Non-GAAP Financial Measures

This press release includes information relating to adjusted EBITDA, non-GAAP net income and non-GAAP net income per share, each of which the Securities and Exchange Commission has defined as a "non-GAAP financial measure." Adjusted EBITDA, non-GAAP net income and non-GAAP net income per share have been included in this press release because they are key measures used by Yelp management and board of directors to understand and evaluate core operating performance and trends, to prepare and approve its annual budget and to develop short- and long-term operational plans. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

Adjusted EBITDA and non-GAAP net income have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of Yelp’s financial results as reported under GAAP. Some of these limitations are:

Because of these limitations, you should consider adjusted EBITDA, non-GAAP net income and non-GAAP net income per share alongside other financial performance measures, including various cash flow metrics, net income (loss) and Yelp’s other GAAP results. Additionally, Yelp has not reconciled its adjusted EBITDA outlook for the fourth quarter and full year 2016 to its net income (loss) outlook because it does not provide an outlook for other income (expense), net and provision (benefit) for income taxes, which are reconciling items between net income (loss) and adjusted EBITDA. As items that impact net income (loss) are out of Yelp’s control and cannot be reasonably predicted, Yelp is unable to provide such an outlook. Accordingly, reconciliation to net income (loss) outlook for the fourth quarter and full year 2016 is not available without unreasonable effort. For a reconciliation of historical non-GAAP financial measures to the nearest comparable GAAP measures, see the non-GAAP reconciliations included below in this press release.


Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, forward-looking statements relating to, among other things, the future performance of Yelp and its consolidated subsidiaries that are based on Yelp’s current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements regarding expected financial results for the fourth quarter and full year 2016, Yelp’s plans regarding the reallocation of resources currently invested in its sales and marketing activities outside the United States and Canada and its impact on employees abroad, the size, profitability and growth of its domestic business, Yelp’s investment and other priorities for 2016 and its ability to execute against those priorities, Yelp’s ability to improve its earnings and margins, Yelp’s ability to capture a meaningful share of the large local market, the future growth in Yelp revenue and continued investing by Yelp in its future growth, Yelp’s ability to drive daily usage and engagement (particularly on mobile), increase awareness of and engagement on Yelp among consumers, and deliver value to local businesses, Yelp’s ability to increase transactions completed on its platform, including the continued growth of Request-A-Quote and its effect on consumer and business owner engagement, and Yelp’s ability to take advantage of trends toward app usage and native advertising and to become the leading destination for consumers connecting with great local businesses. Yelp’s actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Factors that could cause or contribute to such differences include, but are not limited to: Yelp’s limited operating history in an evolving industry; Yelp’s ability to generate sufficient revenue to regain profitability, particularly in light of its significant ongoing sales and marketing expenses and the planned wind down of sales activities outside of the United States and Canada; Yelp’s ability to successfully manage acquisitions of new businesses, solutions or technologies, such as Eat24, and to integrate those businesses, solutions or technologies; Yelp’s reliance on traffic to its website from search engines like Google and Bing; Yelp’s ability to generate and maintain sufficient high quality content from its users; maintaining a strong brand and managing negative publicity that may arise; maintaining and expanding Yelp’s base of advertisers; changes in political, business and economic conditions, including any economic downturn or crisis and any conditions that affect ecommerce growth; Yelp’s ability to deal with the increasingly competitive local search environment; Yelp’s need and ability to manage other regulatory, tax and litigation risks as applicable laws become more restrictive; the competitive and regulatory environment while Yelp continues to introduce new products and as new laws and regulations related to Internet companies come into effect; Yelp’s ability to timely upgrade and develop its systems, infrastructure and customer service capabilities. The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

More information about factors that could affect Yelp’s operating results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Yelp’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q at http://www.yelp-ir.com or the SEC's website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to Yelp on the date hereof. Yelp assumes no obligation to update such statements.


 
Yelp Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
    September 30,     December 31,
2016 2015
Assets
Current assets:
Cash and cash equivalents $ 224,891 $ 171,613
Short-term marketable securities 207,404 199,214
Accounts receivable, net 66,588 52,755
Prepaid expenses and other current assets   15,609     19,700  
Total current assets 514,492 443,282
 
Property, equipment and software, net 93,838 80,467
Goodwill 173,626 172,197
Intangibles, net 34,302 39,294
Restricted cash 17,311 16,486
Other non-current assets   12,019     3,701  
Total assets $ 845,588   $ 755,427  
 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,005 $ 3,388
Accrued liabilities 59,330 43,458
Deferred revenue   3,227     2,931  
Total current liabilities 63,562 49,777
Long-term liabilities   16,445     12,030  
Total liabilities   80,007     61,807  
 
Stockholders' equity
Common stock - -
Additional paid-in capital 856,115 774,022
Accumulated other comprehensive loss (12,050 ) (13,519 )
Accumulated deficit   (78,484 )   (66,883 )
Total stockholders' equity   765,581     693,620  
Total liabilities and stockholders' equity $ 845,588   $ 755,427  
 

 
Yelp Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
    Three Months Ended     Nine Months Ended
September 30, September 30,
2016     2015 2016     2015
 
Net revenue $ 186,232 $ 143,559 $ 518,273 $ 395,980
 
Costs and expenses:
Cost of revenue (1) 14,594 14,259 44,759 36,015
Sales and marketing (1) 99,274 82,949 289,304 214,229
Product development (1) 36,369 28,511 101,689 78,816
General and administrative (1) 24,876 20,990 70,109 60,207
Depreciation and amortization 9,159 7,562 25,912 21,624
       
Total costs and expenses   184,272     154,271     531,773     410,891  
Income (loss) from operations 1,960 (10,712 ) (13,500 ) (14,911 )
Other income (loss), net   327     (545 )   952     346  
Income (loss) before income taxes 2,287 (11,257 ) (12,548 ) (14,565 )
Benefit (provision) for income taxes   (217 )   3,175     (385 )   3,894  
Net income (loss) attributable to common stockholders $ 2,070   $ (8,082 ) $ (12,933 ) $ (10,671 )
 
Net income (loss) per share attributable to common stockholders:
Basic $ 0.03   $ (0.11 ) $ (0.17 ) $ (0.14 )
Diluted $ 0.02   $ (0.11 ) $ (0.17 ) $ (0.14 )
 
Weighted-average shares used to compute net income (loss) per share
attributable to common stockholders:
Basic   77,521     75,019     76,627     74,450  
Diluted   82,917     75,019     76,627     74,450  
 
 
 
(1) Includes stock-based compensation expense as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Cost of revenue $ 764 $ 435 $ 1,572 $ 781
Sales and marketing 7,191 5,568 20,376 16,159
Product development 9,284 5,947 25,727 17,117
General and administrative   5,321     3,733     14,721     10,813  
Total stock-based compensation $ 22,560   $ 15,683   $ 62,396   $ 44,870  
 

 
Yelp Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
    Nine Months Ended
September 30,
2016     2015
Operating activities
Net loss $ (12,933 ) $ (10,671 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 25,912 21,624
Provision for doubtful accounts and sales returns 12,139 10,401
Stock-based compensation 62,396 44,870
Loss on disposal of assets and website development costs 232 130
Premium amortization, net, on marketable securities 1,082 827
Excess tax benefit from stock-based award activity - (4,298 )
Realized gain on investments - (2 )
 
Changes in operating assets and liabilities:
Accounts receivable (24,167 ) (17,773 )
Prepaid expenses and other assets 3,638 (15,057 )
Accounts payable, accrued expenses and other liabilities 13,193 23,904
Deferred revenue   295     (428 )
Net cash provided by operating activities   81,787     53,527  
 
Investing activities
Purchases of marketable securities (221,771 ) (172,717 )
Maturities of marketable securities 212,500 131,870
Purchase of cost-method investment (8,000 ) -
Acquisition, net of cash received - (73,422 )
Purchases of property, equipment and software (17,798 ) (25,358 )
Proceeds from sale of property, equipment and software 77 109
Capitalized website and software development costs (10,596 ) (8,658 )
Purchases of intangible assets (179 ) (647 )
Changes in restricted cash   (825 )   1,664  
Net cash used in investing activities   (46,592 )   (147,159 )
 
Financing activities
Proceeds from issuance of common stock for employee stock-based plans 18,055 14,950
Excess tax benefit from share-based award activity - 4,298
Repurchase of common stock - (482 )
   
Net cash provided by financing activities   18,055     18,766  
 
Effect of exchange rate changes on cash and cash equivalents 28 (639 )
 
Change in cash and cash equivalents 53,278 (75,505 )
Cash and cash equivalents - Beginning of period   171,613     247,312  
Cash and cash equivalents - End of period $ 224,891   $ 171,807  
 

 
Yelp Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands)
(Unaudited)
 
    Three Months Ended     Nine Months Ended
September 30, September 30,
2016     2015 2016     2015
 
Reconciliation of adjusted EBITDA to GAAP Net Income (Loss):
Net income (loss) $ 2,070 $ (8,082) $ (12,933) $ (10,671)
(Benefit) provision for income taxes 217 (3,175) 385 (3,894)
Other income (loss), net (327) 545 (952) (346)
Depreciation and amortization 9,159 7,562 25,912 21,624
Stock-based compensation 22,560 15,683 62,396 44,870
Adjusted EBITDA $ 33,679 $ 12,533 $ 74,808 $ 51,583
 
Non-GAAP Net Income and Income per share:
GAAP net income (loss) $ 2,070 $ (8,082) $ (12,933) $ (10,671)
Stock-based compensation 22,560 15,683 62,396 44,870
Amortization of intangible assets 1,706 1,723 5,148 4,757
Tax adjustments (see note below) (7,927) (6,650) (17,723) (19,026)
NON-GAAP NET INCOME $ 18,409 $ 2,674 $ 36,888 $ 19,930
 
GAAP diluted shares 82,917 77,704 79,945 77,934
 
NON-GAAP NET INCOME PER SHARE $ 0.22 $ 0.03 $ 0.46 $ 0.26
 
Note: Includes tax effects of stock-based compensation, amortization of intangibles, and valuation allowance.
 

CONTACT:
Investor Relations
Yelp Inc.
Allie Dalglish, 415-635-2412
ir@yelp.com