YELP Yelp Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
Amendment No. 1

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

Date of Report (Date of earliest event reported): February 9, 2015

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, 9^th 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))

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Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) is being filed to amend the Current Report on Form 8-K filed by Yelp Inc. (the “Company”) with the U.S. Securities and Exchange Commission on February 10, 2015 (the “Original Report”) regarding its acquisition of Eat24Hours.com, Inc. (“Eat24”). The sole purpose of this Amendment is to provide the financial statements, pro forma financial information and accountant’s report required by Item 9.01, which were excluded from the Original Report in accordance with the provisions of that item and are filed as exhibits hereto. All other items in the Original Report remain the same.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Eat24 as of and for the year ended December 31, 2014 are filed as Exhibit 99.3 to this Amendment.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial statements of the Company as of and for the year ended December 31, 2014 giving effect to the acquisition of Eat24 are filed as Exhibit 99.4 hereto.

(c) Exhibits.

Exhibit
Number		Description
23.1		Consent of Independent Registered Public Accounting Firm.
99.1*		Agreement and Plan of Merger, dated February 9, 2015, by and among Yelp Inc., Eat24Hours.com, Inc., Kale Acquisition Corp., Quinoa Acquisition LLC, the Stockholders of Eat24Hours.com, Inc. and Nadav Sharon, as Stockholders’ Agent.
99.2*		Press Release, dated February 10, 2015, entitled “Yelp Acquires Leading Online Food Ordering Service Eat24.”
99.3		Eat24Hours.com, Inc. Audited Consolidated Financial Statements as of and for the Year Ended December 31, 2014.
99.4		Unaudited Pro Forma Condensed Combined Financial Statements of Yelp Inc. as of and for the Year Ended December 31, 2014.

*     Previously filed

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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: April 27, 2015	YELP INC.
	By:	/s/ Rob Krolik
		Rob Krolik
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number		Description
23.1		Consent of Independent Registered Public Accounting Firm.
99.1*		Agreement and Plan of Merger, dated February 9, 2015, by and among Yelp Inc., Eat24Hours.com, Inc., Kale Acquisition Corp., Quinoa Acquisition LLC, the Stockholders of Eat24Hours.com, Inc. and Nadav Sharon, as Stockholders’ Agent.
99.2*		Press Release, dated February 10, 2015, entitled “Yelp Acquires Leading Online Food Ordering Service Eat24.”
99.3		Eat24Hours.com, Inc. Audited Consolidated Financial Statements as of and for the Year Ended December 31, 2014.
99.4		Unaudited Pro Forma Condensed Combined Financial Statements of Yelp Inc. as of and for the Year Ended December 31, 2014.

*     Previously filed

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-191967 on Form S-3 and Registration Statement Nos. 333-180221, 333-187545, 333-192016, 333-194260 and 333-202332 on Form S-8 of Yelp Inc. of our report dated February 5, 2015, with respect to the consolidated balance sheet of Eat24Hours.com, Inc. as of December 31, 2014, and the related consolidated statement of operations and accumulated deficit and consolidated cash flows for the year then ended, which report appears in Amendment No. 1 to the Current Report on Form 8-K of Yelp Inc. dated February 9, 2015, to be filed with the U.S. Securities and Exchange Commission on April 27, 2015.

/s/ Frank, Rimerman + Co. LLP
Palo Alto, California
April 24, 2015

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Eat24Hours.com, Inc.

Consolidated Financial Statements

December 31, 2014

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Eat24Hours.com, Inc.

Consolidated Balance Sheet

December 31, 2014

ASSETS
Current Assets
Cash and cash equivalents		$	7,806,970
Accounts receivable			941,444
Prepaid expenses and other current assets			1,081,321
Total current assets			9,829,735
Other Assets			28,043
		$	9,857,778
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Restaurant liability		$	8,741,743
Accounts payable			1,694,106
Accrued expenses and other current liabilities			424,002
Total current liabilities			10,859,851
Commitments and Contingencies (Notes 4 and 5)
Stockholders' Deficit
Common stock, $0.001 par value; 15,000,000 shares authorized;
1,500,000 shares issued and outstanding			1,500
Additional paid-in capital			18,500
Accumulated deficit			(1,022,073	)
Total stockholders' deficit			(1,002,073	)
		$	9,857,778

See Independent Auditors' Report and Notes to Consolidated Financial Statements
- 3 -

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Eat24Hours.com, Inc.

Consolidated Statement of Operations and Accumulated Deficit

Year Ended December 31, 2014

Revenue		$	24,500,699
Cost of Revenue			10,745,641
Gross margin			13,755,058
Operating Expenses
Product development			2,323,555
General and administrative			4,124,100
Sales and marketing			7,248,427
Total operating expenses			13,696,082
Income before Income Tax Expense			58,976
Income Tax Expense			33,425
Net Income			25,551
Accumulated Deficit, beginning of year			(1,047,624	)
Accumulated Deficit, end of year		$	(1,022,073	)

See Independent Auditors' Report and Notes to Consolidated Financial Statements
- 4 -

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Eat24Hours.com, Inc.

Consolidated Statement of Cash Flows

Year Ended December 31, 2014

Cash Flows from Operating Activities
Net income		$	25,551
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization			17,377
Changes in operating assets and liabilities:
Accounts receivable			(502,731	)
Prepaid expenses and other current assets			(524,785	)
Other assets			(5,644	)
Restaurant liability			3,431,027
Accounts payable			1,190,584
Accrued expenses and other current liabilities			(247,422	)
Net cash provided by operating activities			3,383,957
Cash Flows from Investing Activities
Purchase of property and equipment			(17,377	)
Net cash used in investing activities			(17,377	)
Net Increase in Cash and Cash Equivalents			3,366,580
Cash and Cash Equivalents, beginning of year			4,440,390
Cash and Cash Equivalents, end of year		$	7,806,970
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes		$	34,000

See Independent Auditors' Report and Notes to Consolidated Financial Statements
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

1.		Nature of Business
		Eat24Hours.com, Inc. (the Company) was originally incorporated in the state of California in March 2009. In January 2012, the Company was reincorporated in the state of Delaware. The Company provides an online and mobile platform for restaurant pick-up and delivery orders. The Company displays the menus and other relevant information for restaurants in its network online and through their mobile platform from which orders may be placed at no cost to the customer. The Company charges restaurants a per order commission that is largely fee based.
		In December 2014, the Company entered into a non-binding letter of intent with a potential acquirer for the purchase of 100% equity interest in the Company. The letter of intent allowed for the exclusive negotiation rights with the Company through January 2015.
2.		Significant Accounting Policies
		Basis of Presentation and Principles of Consolidation:
		The accompanying consolidated financial statements include the accounts of Eat24Hours.com, Inc., YesPOS, Inc. (YesPOS) and Yalla, Inc. (Yalla). YesPOS and Yalla are owned by the Company’s stockholders, and have been determined to be variable interest entities in which the Company holds a variable interest and is the primary beneficiary. YesPOS was incorporated in state of Delaware in July 2013 for the purpose of licensing equipment to the Company and was dissolved in December 2014. Yalla was incorporated in the state of Delaware in January 2014 for the purpose of marketing on behalf of the Company and was dissolved in December 2014. All intercompany accounts and transactions have been eliminated in consolidation.
		Revenue Recognition:
		The Company generates revenues primarily when customers place an order on its platform and are recognized net of estimated refunds and chargebacks. Restaurants pay a commission, typically a percentage of the transaction on orders that are processed through the Company’s platform. For most orders, customers use a credit card to pay the Company for their meal when the order is placed. For these transactions, the Company collects the total amount of the order from the customer and remits the proceeds, net of commissions and credit card fees, to the restaurant. The Company generally accumulates proceeds and remits them to the restaurants on a daily, weekly or monthly basis. The Company also deducts commissions for other transactions utilizing its platform, such as cash transactions paid directly to the restaurants in the network.

See Independent Auditors’ Report
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

2.		Significant Accounting Policies (continued)
		Revenue Recognition (continued):
		The Company provides incentive offers in the form of credits (cash coupon credits) applied against future purchases by customers using its platform. Additional commissions are earned by the Company from restaurants offering these promotions to cover the discounts provided to the customers. The costs of these incentives are recorded as reductions in revenues, generally on the date the corresponding revenue is recorded.
		Concentrations of Credit Risk:
		The Company’s product revenues are concentrated in the mobile application market which is highly competitive and rapidly changing. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results.
		Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation, or FDIC, up to $250,000. Certain cash account balances exceed the FDIC limits.
		For the year ended December 31, 2014, the Company had no major customers. Major customers are defined as those having sales that exceed 10% of the Company’s net revenues during the year.
		Cost of Revenue:
		Cost of revenue consists primarily of salaries and benefits for account manager personnel, customer support personnel, merchant processing expenses, website and data hosting and confirmation and fax services. The Company recognizes the cost of revenue as the associated revenue is recognized.
		Use of Estimates:
		The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant estimates relate to estimated useful lives of fixed assets, website development costs and certain accrued expenses.

See Independent Auditors’ Report
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

2.		Significant Accounting Policies (continued)
		Cash and Cash Equivalents:
		The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash and cash equivalents. As of December 31, 2014, cash and cash equivalents consisted of cash deposited with banks and merchant processors. The recorded carrying amount of cash and cash equivalents approximates their fair value. The Company places its cash and cash equivalents with high credit quality financial institutions.
		Accounts Receivable:
		Accounts receivable consist of credit card transactions processed by merchants due the Company but not yet deposited to the Company’s accounts.
		Property and Equipment:
		Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally one year or less. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to operating expenses as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recorded in the consolidated statement of operations.
		Cash Coupon Credits:
		The Company provides incentive offers to customers using their platform in the form of cash coupon credits. Cash coupon credits, which expire after 30 days, are generally earned when a customer makes a purchase from a restaurant offering a promotion and are recorded as a liability upon being earned by the customer.
		As of December 31, 2014, $144,000 of customer credits was included within accrued expenses and other current liabilities on the accompanying consolidated balance sheet.

See Independent Auditors’ Report
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

2.		Significant Accounting Policies (continued)
		Software Development Costs:
		The Company expenses software development costs as incurred until technological feasibility of the underlying software product is achieved. After technological feasibility in the form of a working model is established, software development costs are capitalized, if the Company believes the software will be used to perform the function intended. Capitalized costs are then amortized on a straight-line basis over the estimated product life, or based on the ratio of current revenue to total projected project revenue, whichever is greater. To date, the period between achieving technological feasibility and general availability of such software has been short and software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any software development costs to date.
		Accounting for Impairment of Long-Lived Assets:
		The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of their carrying cost amount or the fair value less the cost to sell. The Company did not record any expense related to asset impairment in 2014.
		Product Development:
		Product development expenses consist of salaries and benefits for employees and contractors engaged in the design, development, maintenance and testing of the Company’s platform, including its websites and mobile applications.
		Advertising:
		The Company expenses the costs of advertising, including television, radio, online display, search engine marketing, media and other program expenses as incurred. Advertising expense was $3,460,000 in 2014.

See Independent Auditors’ Report
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

2.		Significant Accounting Policies (continued)
		Income Taxes:
		The Company has elected to be treated as an S corporation for federal and state income tax purposes, whereby the Company’s income is reportable by its stockholders in their individual tax returns. For state purposes, the Company is required to pay an S corporation income tax of approximately 1.5% of pretax income, which is based on state S corporation tax rates for states in which the Company files tax returns.
		Authoritative guidance on accounting for and disclosure of uncertainty in tax positions (Financial Accounting Standards Board Accounting Standards Codification Topic 740) requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting a more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. Currently, the Company does not expect any changes related to the liability for unrecognized tax benefits in the next 12 months. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense.
		The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. The tax returns for the Company since inception remain open to examination by the major taxing jurisdictions to which the Company is subject.
		Deferred income taxes result primarily from the Company using the accrual method of accounting to record revenues and expenses for financial statement purposes and the cash method of accounting for income tax purposes.

See Independent Auditors’ Report
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

3.		Significant Balance Sheet Components
		Property and Equipment:
		Property and equipment consisted of the following at December 31, 2014:

		Computers	$	33,187
		Less accumulated depreciation		(33,187	)
		Property and equipment, net	$	-
		Prepaid Expenses and Other Current Assets:
		Prepaid expenses and other current assets consisted of the following at December 31, 2014:
		Prepaid television commercials	$	890,256
		Prepaid insurance		91,478
		Other		99,587
			$	1,081,321

4.		Capital Stock
		The Company has two classes of stock, common and preferred stock, which have identical rights and privileges. The Company is authorized to issue 20,000,000 shares of which 15,000,000 shares shall be common stock and 5,000,000 shares shall be preferred stock. Both classes of stock have a par value of $0.001 per share.

See Independent Auditors’ Report
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Eat24Hours.com, Inc.

Notes to Consolidated Financial Statements

5.		Commitments and Contingencies
		Operating Leases:
		The Company leases office facilities and automobiles under non-cancelable operating lease agreements expiring at various dates through April 2016. Rent expense related to the Company’s office facilities was $282,000 in 2014.
		As of December 31, 2014, future minimum payments under the non-cancelable leases are $332,000 in 2015 and $104,000 in 2016.
		Contingencies:
		The Company is involved in various legal proceedings and receives claims from time to time, arising from the normal course of business activities. In the Company’s opinion, resolution of these matters is not expected to have a material adverse impact on its consolidated results of operations, cash flows or our financial position.
		Indemnification Agreements:
		From time to time, in its normal course of business, the Company may indemnify other parties, with whom it enters into contractual relationships, including corporate officers within the Company. The Company may agree to hold such parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification obligations due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims.
6.		Subsequent Events
		Subsequent events have been evaluated through the date of the independent auditors’ report, which is the date the consolidated financial statements were approved by management and available to be issued.

See Independent Auditors’ Report
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Exhibit 99.4

YELP, INC. AND EAT24HOURS.COM, INC.

PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Unaudited)

On February 9, 2015, Yelp Inc. (“Yelp” or “Company”) acquired Eat24Hours.com, Inc. (“Eat24”). In connection with the acquisition, all of the outstanding capital stock of Eat24 was converted into the right to receive an aggregate of approximately $75.0 million in cash, less certain transaction expenses, and 1,402,844 shares of Yelp Class A common stock with an aggregate fair value of approximately $59.2 million, as determined on the basis of the closing market price of the Company’s Class A common stock on the acquisition date. Of the total consideration paid in connection with the acquisition, $16.5 million in cash and 308,626 shares were initially held in escrow to secure indemnification obligations. The key factor underlying the acquisition was to obtain an online food ordering solution.

The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Yelp and Eat24 as of December 31, 2014.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 combines the historical statement of operations for Yelp and Eat24 as if the acquisition occurred on January 1, 2014.

The historical financial information has been adjusted in the unaudited condensed combined pro forma financial statements to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on the combined company’s results. The pro forma adjustments are described in the accompanying footnotes.

The unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the following historical financial statements and accompanying notes:

●	Separate audited consolidated financial statements of Yelp as of December 31, 2014 and for the year then ended, together with management’s discussion and analysis of financial condition and results of operations, presented in the Company’s Annual Report on Form 10-K filed on February 27, 2015 with the Securities and Exchange Commission;
●	Separate audited historical financial statements of Eat24 as of December 31, 2014 and for the year then ended included in this Current Report on Form 8-K/A;

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that the Company would have reported had the acquisition been completed as of the date and for the periods presented, and should not be taken as representative of its consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or results of operations of the combined company.

The acquisition has been accounted for using the purchase method of accounting. Under the purchase method of accounting, the total purchase price presented in the accompanying unaudited pro forma condensed combined financial statements was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the net of the amount assigned to tangible and identifiable intangible assets acquired and liabilities assumed is considered goodwill.

The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary management estimates (for example, estimates as to the values of acquired intangible assets) and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition, costs necessary to achieve such measures, or costs to integrate the operations of the combined company.

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Exhibit 99.4

Yelp Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
December 31, 2014
(In thousands, except share and per share data)

	Historical
													Pro Forma
Assets	Yelp (as reported)				Eat24				Adjustments				Combined				Notes
Current assets:
Cash and cash equivalents	$	247,312			$	7,807			$	(75,000	)		$	180,119			(a)
Short Term Investments		118,498				-								118,498
Accounts receivable, net		35,593				941								36,534
Prepaid expenses and other current assets		19,355				1,081								20,436
Total current assets		420,758				9,829				(75,000	)			355,587
Long Term Investments		38,612				-								38,612
Property, equipment and software, net		62,761				-								62,761
Goodwill		67,307				-				111,062				178,369			(b)
Intangibles, net		5,786				-				39,600				45,386			(c)
Restricted Cash		17,943				-								17,943
Other assets		16,483				28				(12,412	)			4,099			(d)
Total assets	$	629,650			$	9,857			$	63,250			$	702,757
Liabilities and Stockholders’ Equity
Current liabilities:
Restaurant liabilitiy	$	-			$	8,742			$	-			$	8,742
Accounts payable		1,398				1,694								3,092
Accrued liabilities		29,581				424				230				30,235			(e)
Deferred revenue		2,994				-								2,994
Total current liabilities		33,973				10,860				230				45,063
Long term liabilities		7,527				-				3,089				10,616			(d)
Total liabilities		41,500				10,860				3,319				55,679
Stockholders' Equity
Common stock		-				1				(1	)			-			(f)
Additional paid-in capital		627,742				18				59,140				686,900			(f)
Accumulated other comprehensive loss		(5,609	)			-								(5,609	)
Accumulated deficit		(33,983	)			(1,022	)			792				(34,213	)		(e)(g)
Total stockholders’ equity		588,150				(1,003	)			59,931				647,078
Total liabilities and stockholders’ equity	$	629,650			$	9,857			$	63,250			$	702,757

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

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Exhibit 99.4

Yelp Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2014
(In thousands, except share and per share data)

	Historical
								Pro Forma
	Yelp (as reported)			Eat24				Adjustments				Pro Forma Combined			Notes
Net revenue	$	377,536		$	24,501			$	(1,147	)		$	400,890	(h)
Costs and expenses:
Cost of revenue (exclusive of depreciation		24,382			10,746				(5,663	)			29,465	(h)
and amortization shown separately below)
Sales and marketing		201,050			7,248								208,298
Product development		65,181			2,324								67,505
General and administrative		58,274			4,124				4,516				66,914	(h)
Depreciation and amortization		17,590			-				5,344				22,934	(i)
Total costs and expenses		366,477			24,442				4,197				395,116
Loss from operations		11,059			59				(5,344	)			5,774
Other income (expense), net		221			-								221
Income (loss) before income taxes		11,280			59				(5,344	)			5,995
Benefit (provision) for income taxes		25,193			(33	)			2,091				27,251	(j)
Net income (loss) attributable to common stockholders (Class A
and B)	$	36,473		$	26			$	(3,253	)		$	33,246
Net loss per share attributable to common
stockholders (Class A and B)
Basic	$	0.51										$	0.46
Diluted	$	0.48										$	0.43
Weighted-average shares used to compute
net loss per share attributable to common
stockholders (Class A and B)
Basic		71,936											73,030
Diluted		76,712											77,806

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

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Exhibit 99.4

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments to the unaudited pro forma condensed combined balance sheet as of December 31, 2014 and condensed combined statements of operations for the year ended December 31, 2014 are presented below:

(a) Adjustment to reflect the cash payment to the former Eat24 shareholders as part of the acquisition.

(b) Adjustment to record preliminary goodwill created as a result of the acquisition.

(c) Adjustment to record the preliminary fair market value estimates of restaurant relationships, user relationships, acquired technology and trademarks intangible assets resulting from the acquisition.

(d) Adjustment to record tax purchase accounting adjustments.

(e) Adjustment to record estimated transaction costs. Amounts are not included in the pro forma Condensed Combined Statements of Operations for the year ended December 31, 2014.

(f) Adjustment to eliminate Eat24’s historical shareholders’ equity and reflect the issuance of Yelp common stock to the former Eat24 shareholders as part of the acquisition.

(g) Adjustment to eliminate Eat24’s accumulated deficit account balance.

(h) Adjustment to conform Eat24’s net revenue and cost of revenue to Yelp’s presentation.

(i) Adjustment to reflect amortization expense related to restaurant relationships, user relationships, acquired technology and trademarks intangible assets which are amortized on a straight line basis over 4-12 years.

(j) Adjustment to record pro forma tax adjustments to reflect pro forma tax balances.

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