[October 26, 2016] |
|
Groupon Announces Third Quarter 2016 Results
Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the
quarter ended September 30, 2016.
"Our strategy continues to deliver results with double-digit growth in
North America local billings and our highest quarter for customer
acquisition in over three years," said Groupon CEO Rich Williams. "We
are looking forward to a strong finish to the year and further progress
on our mission to make Groupon a daily habit for consumers."
Third Quarter 2016 Summary
-
Gross Billings were $1.43 billion in the third quarter 2016, down 2%
from $1.47 billion in the third quarter 2015. Gross billings were
impacted by dispositions and country exits in connection with
Groupon's restructuring efforts. On a same-country basis, gross
billings grew 1% year-over-year excluding the unfavorable impact of
year-over-year changes in foreign exchange rates. North America gross
billings increased 6%, reflecting the contribution of new active
customer cohorts, while EMEA declined by 10% and Rest of World
declined by 24%. Excluding the impact of changes in foreign exchange
rates, EMEA declined 8% and Rest of World declined 23%. Gross billings
reflect the total dollar value of customer purchases of goods and
services.
-
Revenue was $720.5 million in the third quarter 2016, compared with
$713.6 million in the third quarter 2015. Revenue increased 1%
globally, or 2% excluding the unfavorable impact from year-over-year
changes in foreign exchange rates throughout the quarter. North
America revenue increased 4%, EMEA declined 1% and Rest of World
declined 19%. Excluding the impact of changes in foreign exchange
rates, EMEA was flat year-over-year and Rest of World declined 15%.
-
Gross profit was $314.1 million in the third quarter 2016, compared
with $328.9 million in the third quarter 2015. Gross profit declined
4% globally. North America gross profit increased 5%, EMEA declined
18% and Rest of World declined 20%.
-
Net loss from continuing operations was $35.8 million in the third
quarter 2016, compared with $24.6 million in the third quarter 2015.
-
Adjusted EBITDA, a non-GAAP performance measure, was $32.1 million in
the third quarter 2016, compared with $56.3 million in the third
quarter 2015, reflecting our increased investments in customer
acquisition.
-
Net loss attributable to common stockholders was $38.0 million, or
$0.07 per share. Non-GAAP net loss attributable to common stockholders
was $8.1 million, or $0.01 per share.
-
Global units sold declined 5% year-over-year to 49 million, primarily
driven by country exits and our restructuring efforts in international
segments. Units in North America increased 4%, EMEA units declined 8%,
and Rest of World units declined 31%. Units are defined as vouchers
and products sold before cancellations and refunds.
-
Operating cash flow for the trailing twelve months ended September 30,
2016 was $78.9 million. Free cash flow, a non-GAAP liquidity measure,
was negative $53.7 million in the third quarter 2016, bringing free
cash flow for the trailing twelve months ended September 30, 2016 to
$14.2 million, which reflects the adverse cash flow impact of
restructuring charges, country exits, and the funding of our
securities litigation settlement.
-
Cash and cash equivalents as of September 30, 2016 were $689.7
million, and we had no outstanding borrowings under our $250.0 million
revolving credit facility.
Definitions and reconciliations of all non-GAAP financial measures are
included below in the section titled "Non-GAAP Financial Measures" and
in the accompanying tables.
Highlights
-
North America Local Billings grew 10% year-over-year. North
America Local Billings accelerated to 10% year-over-year growth as we
continue to see the contribution of new cohorts.
-
North America accelerated customer growth with nearly 1.2 million
incremental active customers. Customer acquisition marketing
yielded an incremental 1.2 million active customers in North America,
as compared with the prior quarter, which is the highest acquisition
in over three years. North America had 29.1 million active customers
as of September 30, 2016. Active customers represent unique customer
accounts that have purchased a voucher or product within the last
twelve months.
-
SG&A declined $72.0 million, or $34.0 million excluding the impact
of a litigation reserve recorded in the third quarter 2015, on solid
execution of operational streamlining initiatives. SG&A in all
markets declined year-over-year as we continue to execute on our
restructuring plan and scale regional shared service centers, which we
expect to not only improve our customer service but also create
greater operating leverage over time.
-
Streamlined country footprint. The Company has identified its
go-forward country footprint to consist of 15 countries, down from 27
in the portfolio as of the second quarter 2016. We are pursuing
strategic alternatives and other options to exit the remaining
countries, which we expect will continue into 2017.
Acquisition of LivingSocial
On October 24, 2016, Groupon entered into an agreement to acquire all of
the outstanding shares of LivingSocial, Inc. The acquisition is expected
to close by early November 2016, subject to satisfaction of customary
closing conditions. The acquisition consideration is not material.
Share Repurchase
During the third quarter 2016, Groupon repurchased 5,213,778 shares of
its Class A common stock for an aggregate purchase price of $24.6
million. Up to $244.7 million of Class A common stock was available for
repurchase under Groupon's share repurchase program as of September 30,
2016. The timing and amount of any share repurchases are determined
based on market conditions, share price and other factors, and the
program may be discontinued or suspended at any time.
Outlook
Groupon's outlook for 2016 reflects current foreign exchange rates, as
well as expected marketing investments, stabilizing trends in Shopping,
the acquisition of LivingSocial, potential disruption related to country
exits, and cost benefits associated with our streamlining initiatives.
Groupon is raising its revenue guidance range to between $3.075 and
$3.150 billion for the full year, and narrowing its expected 2016
Adjusted EBITDA range to between $150.0 million and $165.0 million.
Conference Call
A conference call will be webcast live today at 4:00 p.m. CDT / 5:00
p.m. EDT, and will be available on Groupon's investor relations website
at http://investor.groupon.com.
This call will contain forward-looking statements and other material
information regarding the Company's financial and operating results.
Groupon encourages investors to use its investor relations website as a
way of easily finding information about the company. Groupon promptly
makes available on this website, free of charge, the reports that the
company files or furnishes with the SEC, corporate governance
information (including Groupon's Global Code of Conduct), and select
press releases and social media postings. Groupon uses its investor
relations site (investor.groupon.com) and its blog (https://www.groupon.com/blog)
as a means of disclosing material non-public information and for
complying with its disclosure obligations under Regulation FD.
Non-GAAP Financial Measures
In addition to financial results reported in accordance with U.S.
generally accepted accounting principles (U.S. GAAP), we have provided
the following non-GAAP financial measures in this release and the
accompanying tables: foreign exchange rate neutral operating results,
adjusted EBITDA, non-GAAP net income loss attributable to common
stockholders, non-GAAP earnings loss per share and free cash flow. These
non-GAAP financial measures, which are presented on a continuing
operations basis, are intended to aid investors in better understanding
Groupon's current financial performance and its prospects for the future
as seen through the eyes of management. We believe that these non-GAAP
financial measures facilitate comparisons with our historical results
and with the results of peer companies who present similar measures
(although other companies may define non-GAAP measures differently than
we define them, even when similar terms are used to identify such
measures). However, non-GAAP financial measures are not intended to be a
substitute for those reported in accordance with U.S. GAAP. For
reconciliations of these measures to the most applicable financial
measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and
"Supplemental Financial Information and Business Metrics" included in
the tables accompanying this release.
We exclude the following items from one or more of our non-GAAP
financial measures:
Stock-based compensation. We exclude stock-based compensation
because it is primarily non-cash in nature and we believe that non-GAAP
financial measures excluding this item provide meaningful supplemental
information about our operating performance and liquidity.
Acquisition-related expense (benefit), net. Acquisition-related
expense (benefit), net is comprised of the change in the fair value of
contingent consideration arrangements and external transaction costs
related to business combinations, primarily consisting of legal and
advisory fees. The composition of our contingent consideration
arrangements and the impact of those arrangements on our operating
results vary over time based on a number of factors, including the terms
of our business combinations and the timing of those transactions. We
exclude acquisition-related expense (benefit), net because we believe
that non-GAAP financial measures excluding this item provide meaningful
supplemental information about our operating performance and facilitate
comparisons to our historical operating results.
Depreciation and amortization. We exclude depreciation and
amortization expenses because they are non-cash in nature and we believe
that non-GAAP financial measures excluding these items provide
meaningful supplemental information about our operating performance and
liquidity.
Interest and Other Non-Operating Items. Interest and other
non-operating items include: gains and losses related to minority
investments, foreign currency gains and losses, interest income and
interest expense, including non-cash interest expense from our
convertible senior notes. We exclude interest and other non-operating
items from certain of our non-GAAP financial measures because we believe
that excluding these items provides meaningful supplemental information
about our core operating performance and facilitates comparisons to our
historical operating results.
Items That Are Unusual in Nature or Infrequently Occurring.
During the three and nine months ended September 30, 2016 and 2015,
items that we believe to be unusual in nature or infrequently occurring
were gains from business dispositions and charges related to our
restructuring plan. During the three and nine months ended September 30,
2015, items that we believe to be unusual in nature or infrequently
occurring also included the write-off of a prepaid asset related to a
marketing program that was discontinued because the counterparty ceased
operations and the expense related to a significant increase in the
contingent liability for our securities litigation matter. We exclude
items that are unusual in nature or infrequently occurring because we
believe that excluding those items provides meaningful supplemental
information about our core operating performance and facilitates
comparisons to our historical results.
Income Tax Effect of Items Excluded from Non-GAAP Financial Measures. We
determine the income tax effect of items excluded from our measures
of non-GAAP net income (loss) attributable to common stockholders and
non-GAAP earnings (loss) per share by performing a tax provision
calculation using pre-tax income (loss) amounts that have been adjusted
to exclude those items in the respective jurisdictions to which they
relate. The difference between the income tax expense (benefit)
determined on that basis and our reported income tax expense (benefit)
represents the income tax effect of the excluded items.
Descriptions of the non-GAAP financial measures included in this release
and the accompanying tables are as follows:
Foreign exchange rate neutral operating results show our current
period operating results as if foreign currency exchange rates had
remained the same as those in effect in the prior-year period. We
present foreign exchange rate neutral information to facilitate
comparisons to our historical operating results.
Adjusted EBITDA is a non-GAAP performance measure that we define
as net income (loss) from continuing operations excluding income taxes,
interest and other non-operating items, depreciation and amortization,
stock-based compensation, acquisition-related expense (benefit), net,
and items that are unusual in nature or infrequently occurring. Our
definition of Adjusted EBITDA may differ from similar measures used by
other companies, even when similar terms are used to identify such
measures. Adjusted EBITDA is a key measure used by our management and
Board of Directors to evaluate operating performance, generate future
operating plans, and make strategic decisions regarding the allocation
of capital. Accordingly, we believe that Adjusted EBITDA provides useful
information to investors and others in understanding and evaluating our
operating performance in the same manner as our management and Board of
Directors.
Non-GAAP net income (loss) attributable to common stockholders and
non-GAAP earnings (loss) per share are non-GAAP
performance measures that adjust our net income (loss) attributable to
common stockholders and earnings (loss) per share to exclude the impact
of:
-
stock-based compensation,
-
amortization of acquired intangible assets,
-
acquisition-related expense (benefit), net,
-
gains on business dispositions,
-
non-cash interest expense on convertible senior notes,
-
items that are unusual in nature or infrequently occurring,
-
non-operating foreign currency gains and losses related to
intercompany balances and reclassifications of cumulative translation
adjustments to earnings as a result of business dispositions or
country exits,
-
non-operating gains and losses from minority investments that we have
elected to record at fair value with changes in fair value reported in
earnings,
-
income (loss) from discontinued operations, and
-
the income tax effect of those items.
We believe that excluding the above items from our measures of non-GAAP
net income (loss) attributable to common stockholders and non-GAAP
earnings (loss) per share provides useful supplemental information for
evaluating our operating performance and facilitates comparisons to our
historical results by eliminating items that are non-cash in nature,
relate to discrete events, or are otherwise not indicative of the core
operating performance of our ongoing business.
Free cash flow is a non-GAAP liquidity measure that comprises net
cash provided by (used in) operating activities from continuing
operations less purchases of property and equipment and capitalized
software from continuing operations. We use free cash flow to conduct
and evaluate our business because, although it is similar to cash flow
from operations, we believe that it typically represents a more useful
measure of cash flows because purchases of fixed assets, software
developed for internal-use, and website development costs are necessary
components of our ongoing operations. Free cash flow is not intended to
represent the total increase or decrease in Groupon's cash balance for
the applicable period.
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and
expectations for the next quarter, the full year or the future are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that involve a number of risks and
uncertainties, and actual results could differ materially from those
discussed. The words ''may,'' ''will,'' should," ''could,'' ''expect,''
anticipate,'' ''believe,'' ''estimate,'' ''intend,'' ''continue'' and
other similar expressions are intended to identify forward-looking
statements. The risks and uncertainties that could cause our results to
differ materially from those included in the forward-looking statements
include, but are not limited to, volatility in our revenue and operating
results; risks related to our business strategy, including our strategy
to grow our local marketplaces, marketing strategy and spend and the
productivity of those marketing investments and the impact of our shift
away from lower margin products in our Goods category; effectively
dealing with challenges arising from our international operations,
including fluctuations in currency exchange rates and any potential
adverse impact from the United Kingdom's likely exit from the European
Union; retaining existing customers and adding new customers, including
as we increase our marketing spend and shift away from lower margin
products in our Goods category; retaining and adding high quality
merchants; cyber security breaches; incurring expenses as we expand our
business; competing successfully in our industry; maintaining favorable
payment terms with our business partners; providing a strong mobile
experience for our customers; delivery and routing of our emails;
product liability claims; managing inventory and order fulfillment
risks; integrating our technology platforms; litigation; managing refund
risks; retaining, attracting and integrating members of our executive
team; difficulties, delays or our inability to successfully complete all
or part of the announced restructuring actions or to realize the
operating efficiencies and other benefits of such restructuring actions;
higher than anticipated restructuring charges or changes in the timing
of such restructuring charges; completing and realizing the anticipated
benefits from acquisitions, dispositions, joint ventures and strategic
investments; tax liabilities; tax legislation; compliance with domestic
and foreign laws and regulations, including the CARD Act and regulation
of the Internet and e-commerce; classification of our independent
contractors; maintaining our information technology infrastructure;
protecting our intellectual property; maintaining a strong brand;
seasonality; customer and merchant fraud; payment-related risks; our
ability to raise capital if necessary and our outstanding indebtedness;
global economic uncertainty; the impact of our ongoing strategic review
and any potential strategic alternatives we may choose to pursue; our
senior convertible notes; and our ability to realize the anticipated
benefits from the hedge and warrant transactions. For additional
information regarding these and other risks and uncertainties, we urge
you to refer to the factors included under the headings ''Risk Factors''
and '''Management's Discussion and Analysis of Financial Condition and
Results of Operations'' in the company's Annual Report on Form 10-K for
the year ended December 31, 2015, Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and
our other filings with the Securities and Exchange Commission, copies of
which may be obtained by visiting the company's Investor Relations web
site at http://investor.groupon.com or
the SEC's web site at www.sec.gov.
Groupon's actual results could differ materially from those predicted or
implied and reported results should not be considered an indication of
future performance.
You should not rely upon forward-looking statements as predictions of
future events. Although Groupon believes that the expectations reflected
in the forward-looking statements are reasonable, it cannot guarantee
that the future results, levels of activity, performance or events and
circumstances reflected in the forward-looking statements will be
achieved or occur. Moreover, neither the company nor any other person
assumes responsibility for the accuracy and completeness of the
forward-looking statements. The forward-looking statements reflect
Groupon's expectations as of October 26, 2016. Groupon undertakes no
obligation to update publicly any forward-looking statements for any
reason after the date of this release to conform these statements to
actual results or to changes in its expectations.
About Groupon
Groupon (NASDAQ: GRPN) is building the daily habit in local commerce,
offering a vast mobile and online marketplace where people discover and
save on amazing things to do, see, eat and buy. By enabling real-time
commerce across local businesses, travel destinations, consumer products
and live events, shoppers can find the best a city has to offer.
Groupon is redefining how small businesses attract and retain customers
by providing them with customizable and scalable marketing tools and
services to profitably grow their businesses.
To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile.
To search for great deals or subscribe to Groupon emails, visit www.groupon.com.
To learn more about the company's merchant solutions and how to work
with Groupon, visit www.groupon.com/merchant.
Groupon, Inc.
|
Summary Consolidated and Segment Results
|
(in thousands, except share and per share amounts)
|
(unaudited)
|
|
|
|
The financial results of Ticket Monster are presented as
discontinued operations in the accompanying condensed consolidated
financial statements and tables for the nine months ended September
30, 2015. All prior period financial information and operational
metrics have been retrospectively adjusted to reflect this
presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Y/Y % Growth
|
|
FX Effect(2)
|
|
Y/Y % Growth excluding
FX(2)
|
|
Nine Months Ended September 30,
|
Y/Y % Growth
|
|
FX Effect(2)
|
|
Y/Y % Growth excluding
FX(2)
|
|
|
2016
|
|
2015
|
|
|
|
|
2016
|
|
2015
|
|
|
Gross Billings(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
920,962
|
|
|
$
|
869,203
|
|
|
6.0
|
%
|
|
$
|
17
|
|
|
6.0
|
%
|
|
$
|
2,824,290
|
|
|
$
|
2,659,436
|
|
6.2
|
%
|
|
$
|
(1,085
|
)
|
|
6.2
|
%
|
EMEA
|
|
|
370,992
|
|
|
|
414,482
|
|
|
(10.5
|
)
|
|
|
(8,371
|
)
|
|
(8.5
|
)
|
|
|
1,144,528
|
|
|
|
1,307,207
|
|
(12.4
|
)
|
|
|
(20,595
|
)
|
|
(10.9
|
)
|
Rest of World
|
|
|
140,201
|
|
|
|
183,849
|
|
|
(23.7
|
)
|
|
|
(1,802
|
)
|
|
(22.8
|
)
|
|
|
428,229
|
|
|
|
581,905
|
|
(26.4
|
)
|
|
|
(35,628
|
)
|
|
(20.3
|
)
|
Consolidated gross billings
|
|
$
|
1,432,155
|
|
|
$
|
1,467,534
|
|
|
(2.4
|
)%
|
|
$
|
(10,156
|
)
|
|
(1.7
|
)%
|
|
$
|
4,397,047
|
|
|
$
|
4,548,548
|
|
(3.3
|
)%
|
|
$
|
(57,308
|
)
|
|
(2.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
483,281
|
|
|
$
|
463,931
|
|
|
4.2
|
%
|
|
$
|
4
|
|
|
4.2
|
%
|
|
$
|
1,501,016
|
|
|
$
|
1,425,095
|
|
5.3
|
%
|
|
$
|
(260
|
)
|
|
5.3
|
%
|
EMEA
|
|
|
196,573
|
|
|
|
199,287
|
|
|
(1.4
|
)
|
|
|
(2,718
|
)
|
|
-
|
|
|
|
583,848
|
|
|
|
619,554
|
|
(5.8
|
)
|
|
|
(7,626
|
)
|
|
(4.5
|
)
|
Rest of World
|
|
|
40,614
|
|
|
|
50,377
|
|
|
(19.4
|
)
|
|
|
(1,976
|
)
|
|
(15.5
|
)
|
|
|
123,605
|
|
|
|
157,697
|
|
(21.6
|
)
|
|
|
(14,576
|
)
|
|
(12.4
|
)
|
Consolidated revenue
|
|
$
|
720,468
|
|
|
$
|
713,595
|
|
|
1.0
|
%
|
|
$
|
(4,690
|
)
|
|
1.6
|
%
|
|
$
|
2,208,469
|
|
|
$
|
2,202,346
|
|
0.3
|
%
|
|
$
|
(22,462
|
)
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
$
|
(26,685
|
)
|
|
$
|
(70,423
|
)
|
|
62.1
|
%
|
|
$
|
(562
|
)
|
|
62.9
|
%
|
|
$
|
(117,187
|
)
|
|
$
|
(74,354
|
)
|
(57.6
|
)%
|
|
$
|
(1,005
|
)
|
|
(56.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
(35,792
|
)
|
|
$
|
(24,613
|
)
|
|
|
|
|
|
|
|
$
|
(133,119
|
)
|
|
$
|
(56,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
133,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Groupon, Inc.
|
|
$
|
(37,976
|
)
|
|
$
|
(27,615
|
)
|
|
|
|
|
|
|
|
$
|
(141,999
|
)
|
|
$
|
67,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
0.20
|
|
|
|
|
|
|
Basic net income (loss) per share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
$
|
(0.25
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
0.20
|
|
|
|
|
|
|
Diluted net income (loss) per share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
$
|
(0.25
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
575,216,191
|
|
|
|
644,894,785
|
|
|
|
|
|
|
|
|
|
578,290,291
|
|
|
|
664,302,630
|
|
|
|
|
|
|
Diluted
|
|
|
575,216,191
|
|
|
|
644,894,785
|
|
|
|
|
|
|
|
|
|
578,290,291
|
|
|
|
664,302,630
|
|
|
|
|
|
|
(1)
|
|
Represents the total dollar value of customer purchases of goods and
services, excluding applicable taxes and net of estimated refunds.
|
(2)
|
|
Represents the change in financial measures that would have resulted
had average exchange rates in the reporting period been the same as
those in effect during the three and nine months ended September 30,
2015.
|
Groupon, Inc.
|
Condensed Consolidated Statements of Cash Flows
|
(in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2016
|
|
2015 (1)
|
|
2016
|
|
2015 (1)
|
Operating activities
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(35,792
|
)
|
|
$
|
(24,613
|
)
|
|
$
|
(133,119
|
)
|
|
$
|
76,844
|
|
Less: Income (loss) from discontinued operations, net of tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
133,463
|
|
Income (loss) from continuing operations
|
|
|
(35,792
|
)
|
|
|
(24,613
|
)
|
|
|
(133,119
|
)
|
|
|
(56,619
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property, equipment and software
|
|
|
28,845
|
|
|
|
30,475
|
|
|
|
88,697
|
|
|
|
84,241
|
|
Amortization of acquired intangible assets
|
|
|
4,408
|
|
|
|
5,160
|
|
|
|
13,643
|
|
|
|
14,966
|
|
Stock-based compensation
|
|
|
26,442
|
|
|
|
35,575
|
|
|
|
94,750
|
|
|
|
109,204
|
|
Restructuring-related long-lived asset impairments
|
|
|
-
|
|
|
|
345
|
|
|
|
45
|
|
|
|
345
|
|
Gains on business dispositions
|
|
|
(2,060
|
)
|
|
|
(13,710
|
)
|
|
|
(11,399
|
)
|
|
|
(13,710
|
)
|
Deferred income taxes
|
|
|
(1,288
|
)
|
|
|
(15,202
|
)
|
|
|
(6,436
|
)
|
|
|
(15,252
|
)
|
(Gain) loss, net from changes in fair value of contingent
consideration
|
|
|
(162
|
)
|
|
|
435
|
|
|
|
4,130
|
|
|
|
(268
|
)
|
(Gain) loss from changes in fair value of investments
|
|
|
1,594
|
|
|
|
2,564
|
|
|
|
7,301
|
|
|
|
2,114
|
|
Amortization of debt discount on convertible senior notes
|
|
|
2,458
|
|
|
|
-
|
|
|
|
4,854
|
|
|
|
-
|
|
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
361
|
|
|
|
1,392
|
|
|
|
(332
|
)
|
|
|
4,555
|
|
Accounts receivable
|
|
|
(4,798
|
)
|
|
|
16,635
|
|
|
|
(3,593
|
)
|
|
|
6,353
|
|
Prepaid expenses and other current assets
|
|
|
44,266
|
|
|
|
(33,366
|
)
|
|
|
10,738
|
|
|
|
(39,813
|
)
|
Accounts payable
|
|
|
2,831
|
|
|
|
5,371
|
|
|
|
(4,326
|
)
|
|
|
(944
|
)
|
Accrued merchant and supplier payables
|
|
|
(46,354
|
)
|
|
|
(51,319
|
)
|
|
|
(171,816
|
)
|
|
|
(101,852
|
)
|
Accrued expenses and other current liabilities
|
|
|
(51,854
|
)
|
|
|
51,169
|
|
|
|
(47,919
|
)
|
|
|
57,214
|
|
Other, net
|
|
|
(9,719
|
)
|
|
|
(18,551
|
)
|
|
|
(16,775
|
)
|
|
|
(1,242
|
)
|
Net cash provided by (used in) operating activities from continuing
operations
|
|
|
(40,822
|
)
|
|
|
(7,640
|
)
|
|
|
(171,557
|
)
|
|
|
49,292
|
|
Net cash provided by (used in) operating activities from
discontinued operations
|
|
|
-
|
|
|
|
(19,205
|
)
|
|
|
-
|
|
|
|
(36,578
|
)
|
Net cash provided by (used in) operating activities
|
|
|
(40,822
|
)
|
|
|
(26,845
|
)
|
|
|
(171,557
|
)
|
|
|
12,714
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities from continuing
operations
|
|
|
(12,088
|
)
|
|
|
(98,028
|
)
|
|
|
(51,719
|
)
|
|
|
(146,012
|
)
|
Net cash provided by (used in) investing activities from
discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
244,470
|
|
Net cash provided by (used in) investing activities
|
|
|
(12,088
|
)
|
|
|
(98,028
|
)
|
|
|
(51,719
|
)
|
|
|
98,458
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(38,342
|
)
|
|
|
(14,793
|
)
|
|
|
52,868
|
|
|
|
(192,188
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents,
including cash classified within current assets held for sale
|
|
|
867
|
|
|
|
(6,923
|
)
|
|
|
6,793
|
|
|
|
(27,338
|
)
|
Net increase (decrease) in cash and cash equivalents, including
cash classified within current assets held for sale
|
|
|
(90,385
|
)
|
|
|
(146,589
|
)
|
|
|
(163,615
|
)
|
|
|
(108,354
|
)
|
Less: Net increase (decrease) in cash classified within current
assets held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(55,279
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(90,385
|
)
|
|
|
(146,589
|
)
|
|
|
(163,615
|
)
|
|
|
(53,075
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
780,132
|
|
|
|
1,110,148
|
|
|
|
853,362
|
|
|
|
1,016,634
|
|
Cash and cash equivalents, end of period
|
|
$
|
689,747
|
|
|
$
|
963,559
|
|
|
$
|
689,747
|
|
|
$
|
963,559
|
|
(1)
|
|
The Company adopted the guidance in Accounting Standards Update
("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) -
Improvements to Employee Share-Based Payment Accounting, on
January 1, 2016. ASU 2016-09 requires that all income tax-related
cash flows resulting from share-based payments be reported as
operating activities in the statement of cash flows. Previously,
income tax benefits at settlement of an award were reported as a
reduction to operating cash flows and an increase to financing
cash flows to the extent that those benefits exceeded the income
tax benefits reported in earnings during the award's vesting
period. The Company has elected to apply that change in cash flow
classification on a retrospective basis, which has resulted in a
decrease to net cash provided by (used in) operating activities
and net cash used in financing activities of $0.03 million for the
three months ended September 30, 2015, and increases to net cash
provided by (used in) operating activities and net cash used in
financing activities of $6.2 million for the nine months ended
September 30, 2015.
|
Groupon, Inc.
|
Condensed Consolidated Statements of Operations
|
(in thousands, except share and per share amounts)
|
(unaudited)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Revenue:
|
|
|
|
|
|
|
|
|
Third party and other
|
|
$
|
309,836
|
|
|
$
|
326,306
|
|
|
$
|
962,533
|
|
|
$
|
1,027,273
|
|
Direct
|
|
|
410,632
|
|
|
|
387,289
|
|
|
|
1,245,936
|
|
|
|
1,175,073
|
|
Total revenue
|
|
|
720,468
|
|
|
|
713,595
|
|
|
|
2,208,469
|
|
|
|
2,202,346
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
Third party and other
|
|
|
40,419
|
|
|
|
46,050
|
|
|
|
131,000
|
|
|
|
145,292
|
|
Direct
|
|
|
365,932
|
|
|
|
338,633
|
|
|
|
1,090,436
|
|
|
|
1,043,729
|
|
Total cost of revenue
|
|
|
406,351
|
|
|
|
384,683
|
|
|
|
1,221,436
|
|
|
|
1,189,021
|
|
Gross profit
|
|
|
314,117
|
|
|
|
328,912
|
|
|
|
987,033
|
|
|
|
1,013,325
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Marketing
|
|
|
87,858
|
|
|
|
61,587
|
|
|
|
269,616
|
|
|
|
171,127
|
|
Selling, general and administrative
|
|
|
253,554
|
|
|
|
326,248
|
|
|
|
811,710
|
|
|
|
904,816
|
|
Restructuring charges
|
|
|
1,459
|
|
|
|
24,146
|
|
|
|
29,988
|
|
|
|
24,146
|
|
Gains on business dispositions
|
|
|
(2,060
|
)
|
|
|
(13,710
|
)
|
|
|
(11,399
|
)
|
|
|
(13,710
|
)
|
Acquisition-related expense (benefit), net
|
|
|
(9
|
)
|
|
|
1,064
|
|
|
|
4,305
|
|
|
|
1,300
|
|
Total operating expenses
|
|
|
340,802
|
|
|
|
399,335
|
|
|
|
1,104,220
|
|
|
|
1,087,679
|
|
Income (loss) from operations
|
|
|
(26,685
|
)
|
|
|
(70,423
|
)
|
|
|
(117,187
|
)
|
|
|
(74,354
|
)
|
Other income (expense), net (1)
|
|
|
(7,028
|
)
|
|
|
(8,160
|
)
|
|
|
(14,303
|
)
|
|
|
(25,146
|
)
|
Income (loss) from continuing operations before provision
(benefit) for income taxes
|
|
|
(33,713
|
)
|
|
|
(78,583
|
)
|
|
|
(131,490
|
)
|
|
|
(99,500
|
)
|
Provision (benefit) for income taxes
|
|
|
2,079
|
|
|
|
(53,970
|
)
|
|
|
1,629
|
|
|
|
(42,881
|
)
|
Income (loss) from continuing operations
|
|
|
(35,792
|
)
|
|
|
(24,613
|
)
|
|
|
(133,119
|
)
|
|
|
(56,619
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
133,463
|
|
Net income (loss)
|
|
|
(35,792
|
)
|
|
|
(24,613
|
)
|
|
|
(133,119
|
)
|
|
|
76,844
|
|
Net income attributable to noncontrolling interests
|
|
|
(2,184
|
)
|
|
|
(3,002
|
)
|
|
|
(8,880
|
)
|
|
|
(9,648
|
)
|
Net income (loss) attributable to Groupon, Inc.
|
|
$
|
(37,976
|
)
|
|
$
|
(27,615
|
)
|
|
$
|
(141,999
|
)
|
|
$
|
67,196
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.10
|
)
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.20
|
|
Basic net income (loss) per share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.10
|
)
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.20
|
|
Diluted net income (loss) per share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
Basic
|
|
|
575,216,191
|
|
|
|
644,894,785
|
|
|
|
578,290,291
|
|
|
|
664,302,630
|
|
Diluted
|
|
|
575,216,191
|
|
|
|
644,894,785
|
|
|
|
578,290,291
|
|
|
|
664,302,630
|
|
(1)
|
|
Other income (expense), net includes foreign currency gains
(losses), net of $0.2 million and $(5.2 million) for the three
months ended September 30, 2016 and 2015, respectively, and foreign
currency gains (losses), net of $5.4 million and $(22.1 million) for
the nine months ended September 30, 2016 and 2015, respectively.
|
Groupon, Inc.
|
Condensed Consolidated Balance Sheets
|
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
|
|
(unaudited)
|
|
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
689,747
|
|
|
$
|
853,362
|
|
Accounts receivable, net
|
|
|
74,047
|
|
|
|
68,175
|
|
Prepaid expenses and other current assets
|
|
|
145,280
|
|
|
|
153,705
|
|
Total current assets
|
|
|
909,074
|
|
|
|
1,075,242
|
|
Property, equipment and software, net
|
|
|
179,987
|
|
|
|
198,897
|
|
Goodwill
|
|
|
289,856
|
|
|
|
287,332
|
|
Intangible assets, net
|
|
|
25,475
|
|
|
|
36,483
|
|
Investments (including $150,532 and $163,675 at September 30, 2016
and December 31, 2015, respectively, at fair value)
|
|
|
180,617
|
|
|
|
178,236
|
|
Deferred income taxes
|
|
|
4,242
|
|
|
|
3,454
|
|
Other non-current assets
|
|
|
24,290
|
|
|
|
16,620
|
|
Total Assets
|
|
$
|
1,613,541
|
|
|
$
|
1,796,264
|
|
Liabilities and Equity
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
21,833
|
|
|
$
|
24,590
|
|
Accrued merchant and supplier payables
|
|
|
608,939
|
|
|
|
776,211
|
|
Accrued expenses and other current liabilities
|
|
|
353,696
|
|
|
|
402,724
|
|
Total current liabilities
|
|
|
984,468
|
|
|
|
1,203,525
|
|
|
|
|
|
|
Convertible Senior Notes, Net
|
|
|
176,473
|
|
|
|
-
|
|
Deferred income taxes
|
|
|
6,840
|
|
|
|
8,612
|
|
Other non-current liabilities
|
|
|
113,604
|
|
|
|
113,540
|
|
Total Liabilities
|
|
|
1,281,385
|
|
|
|
1,325,677
|
|
Commitments and contingencies
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
Class A common stock, par value $0.0001 per share, 2,000,000,000
shares authorized, 730,849,600 shares issued and 571,551,487 shares
outstanding at September 30, 2016 and 717,387,446 shares issued and
588,919,281 shares outstanding at December 31, 2015
|
|
|
73
|
|
|
|
72
|
|
Class B common stock, par value $0.0001 per share, 10,000,000 shares
authorized, 2,399,976 shares issued and outstanding at September 30,
2016 and December 31, 2015
|
|
|
-
|
|
|
|
-
|
|
Common stock, par value $0.0001 per share, 2,010,000,000 shares
authorized, no shares issued and outstanding at September 30, 2016
and December 31, 2015
|
|
|
-
|
|
|
|
-
|
|
Additional paid-in capital
|
|
|
2,094,975
|
|
|
|
1,964,453
|
|
Treasury stock, at cost, 159,298,113 shares at September 30, 2016
and 128,468,165 shares at December 31, 2015
|
|
|
(757,520
|
)
|
|
|
(645,041
|
)
|
Accumulated deficit
|
|
|
(1,046,422
|
)
|
|
|
(901,292
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
40,132
|
|
|
|
51,206
|
|
Total Groupon, Inc. Stockholders' Equity
|
|
|
331,238
|
|
|
|
469,398
|
|
Noncontrolling interests
|
|
|
918
|
|
|
|
1,189
|
|
Total Equity
|
|
|
332,156
|
|
|
|
470,587
|
|
Total Liabilities and Equity
|
|
$
|
1,613,541
|
|
|
$
|
1,796,264
|
|
Groupon, Inc.
|
Segment Information
|
(in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
North America
|
|
|
|
|
|
|
|
|
Gross billings (1)
|
|
$
|
920,962
|
|
|
$
|
869,203
|
|
|
$
|
2,824,290
|
|
|
$
|
2,659,436
|
|
Revenue
|
|
$
|
483,281
|
|
|
$
|
463,931
|
|
|
$
|
1,501,016
|
|
|
$
|
1,425,095
|
|
Segment cost of revenue and operating expenses (2) (3) (4)
|
|
|
483,036
|
|
|
|
494,843
|
|
|
|
1,510,731
|
|
|
|
1,404,472
|
|
Segment operating income (loss) (2)
|
|
$
|
245
|
|
|
$
|
(30,912
|
)
|
|
$
|
(9,715
|
)
|
|
$
|
20,623
|
|
Segment operating income (loss) as a percent of segment gross
billings
|
|
|
-
|
%
|
|
|
(3.6
|
)%
|
|
|
(0.3
|
)%
|
|
|
0.8
|
%
|
Segment operating income (loss) as a percent of segment revenue
|
|
|
0.1
|
%
|
|
|
(6.7
|
)%
|
|
|
(0.6
|
)%
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
|
|
Gross billings (1)
|
|
$
|
370,992
|
|
|
$
|
414,482
|
|
|
$
|
1,144,528
|
|
|
$
|
1,307,207
|
|
Revenue
|
|
$
|
196,573
|
|
|
$
|
199,287
|
|
|
$
|
583,848
|
|
|
$
|
619,554
|
|
Segment cost of revenue and operating expenses (2)(4)(5)
|
|
|
192,692
|
|
|
|
195,397
|
|
|
|
570,294
|
|
|
|
586,343
|
|
Segment operating income (loss) (2)
|
|
$
|
3,881
|
|
|
$
|
3,890
|
|
|
$
|
13,554
|
|
|
$
|
33,211
|
|
Segment operating income (loss) as a percent of segment gross
billings
|
|
|
1.0
|
%
|
|
|
0.9
|
%
|
|
|
1.2
|
%
|
|
|
2.5
|
%
|
Segment operating income (loss) as a percent of segment revenue
|
|
|
2.0
|
%
|
|
|
2.0
|
%
|
|
|
2.3
|
%
|
|
|
5.4
|
%
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
|
Gross billings (1)
|
|
$
|
140,201
|
|
|
$
|
183,849
|
|
|
$
|
428,229
|
|
|
$
|
581,905
|
|
Revenue
|
|
$
|
40,614
|
|
|
$
|
50,377
|
|
|
$
|
123,605
|
|
|
$
|
157,697
|
|
Segment cost of revenue and operating expenses (2) (4)
|
|
|
45,284
|
|
|
|
57,282
|
|
|
|
146,247
|
|
|
|
175,542
|
|
Segment operating income (loss) (2)
|
|
$
|
(4,670
|
)
|
|
$
|
(6,905
|
)
|
|
$
|
(22,642
|
)
|
|
$
|
(17,845
|
)
|
Segment operating income (loss) as a percent of segment gross
billings
|
|
|
(3.3
|
)%
|
|
|
(3.8
|
)%
|
|
|
(5.3
|
)%
|
|
|
(3.1
|
)%
|
Segment operating income (loss) as a percent of segment revenue
|
|
|
(11.5
|
)%
|
|
|
(13.7
|
)%
|
|
|
(18.3
|
)%
|
|
|
(11.3
|
)%
|
(1)
|
|
Represents the total dollar value of customer purchases of goods and
services, excluding applicable taxes and net of estimated refunds.
|
(2)
|
|
Segment cost of revenue and operating expenses and segment operating
income (loss) exclude stock-based compensation and
acquisition-related expense (benefit), net.
|
(3)
|
|
Segment cost of revenue and operating expenses for North America for
the three and nine months ended September 30, 2015 includes a $37.5
million expense related to an increase in the Company's contingent
liability for its securities litigation matter, which was
subsequently settled.
|
(4)
|
|
Segment cost of revenue and operating expenses for the three months
ended September 30, 2016 includes restructuring charges of $1.0
million in North America, $(0.2) million in EMEA and $0.7 million in
Rest of World. Segment cost of revenue and operating expenses for
the nine months ended September 30, 2016 includes restructuring
charges of $6.8 million in North America (which excludes $2.6
million of stock-based compensation), $13.9 million in EMEA (which
excludes $2.1 million of stock-based compensation) and $4.6 million
in Rest of World (which excludes $0.02 million of stock-based
compensation). Segment cost of revenue and operating expenses for
the three and nine months ended September 30, 2015 includes
restructuring charges of $1.4 million in North America, $19.7
million in EMEA and $3.0 million in Rest of World.
|
(5)
|
|
Segment cost of revenue and operating expenses for EMEA for the
three and nine months ended September 30, 2015 includes a $6.7
million expense for the write-off of a prepaid asset related to a
marketing program that was discontinued because the counterparty
ceased operations.
|
Groupon, Inc.
|
Non-GAAP Reconciliation Schedules
|
(in thousands, except share and per share amounts)
|
(unaudited)
|
|
Adjusted EBITDA, non-GAAP earnings attributable to common
stockholders and non-GAAP earnings per share are non-GAAP
performance measures. The Company reconciles Adjusted EBITDA to the
most comparable U.S. GAAP performance measure, "Net income (loss)
from continuing operations" for the periods presented and the
Company reconciles non-GAAP earnings per share to the most
comparable U.S. GAAP performance measure, "Diluted net income (loss)
per share," for the periods presented.
|
|
The following is a quarterly reconciliation of Adjusted EBITDA to
the most comparable U.S. GAAP performance measure, "Income (loss)
from continuing operations."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2015
|
|
Q4 2015
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
Income (loss) from continuing operations
|
|
$
|
(24,613
|
)
|
|
$
|
(32,552
|
)
|
|
$
|
(45,596
|
)
|
|
$
|
(51,731
|
)
|
|
$
|
(35,792
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation (1)
|
|
|
35,432
|
|
|
|
32,691
|
|
|
|
27,976
|
|
|
|
35,244
|
|
|
|
26,176
|
|
Depreciation and amortization
|
|
|
35,635
|
|
|
|
33,763
|
|
|
|
34,797
|
|
|
|
34,290
|
|
|
|
33,253
|
|
Acquisition-related expense (benefit), net
|
|
|
1,064
|
|
|
|
557
|
|
|
|
3,464
|
|
|
|
850
|
|
|
|
(9
|
)
|
Gains on business dispositions
|
|
|
(13,710
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,339
|
)
|
|
|
(2,060
|
)
|
Restructuring charges
|
|
|
24,146
|
|
|
|
5,422
|
|
|
|
12,444
|
|
|
|
16,085
|
|
|
|
1,459
|
|
Prepaid marketing write-off
|
|
|
6,690
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Securities litigation expense
|
|
|
37,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Non-operating expense (income), net
|
|
|
8,160
|
|
|
|
3,393
|
|
|
|
(3,486
|
)
|
|
|
10,761
|
|
|
|
7,028
|
|
Provision (benefit) for income taxes
|
|
|
(53,970
|
)
|
|
|
23,736
|
|
|
|
1,749
|
|
|
|
(2,199
|
)
|
|
|
2,079
|
|
Total adjustments
|
|
|
80,947
|
|
|
|
99,562
|
|
|
|
76,944
|
|
|
|
85,692
|
|
|
|
67,926
|
|
Adjusted EBITDA
|
|
$
|
56,334
|
|
|
$
|
67,010
|
|
|
$
|
31,348
|
|
|
$
|
33,961
|
|
|
$
|
32,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents stock-based compensation recorded within cost of revenue,
marketing expense, and selling, general and administrative expense.
Non-operating expense (income), net, includes $0.1 million, $0.2
million, $0.2 million, $0.2 million and $0.3 million of additional
stock-based compensation for the three months ended September 30,
2015, December 31, 2015, March 31, 2016, June 30, 2016 and September
30, 2016, respectively. Restructuring charges includes $2.6 million
and $2.1 million of additional stock-based compensation for the
three months ended March 31, 2016 and June 30, 3016, respectively.
|
The following is a reconciliation of net income (loss) attributable
to common stockholders to non-GAAP net income (loss) attributable to
common stockholders and a reconciliation of diluted net income
(loss) per share to non-GAAP net income (loss) per share for the
three and nine months ended September 30, 2016:
|
|
|
Three Months Ended
September 30, 2016
|
|
Nine Months Ended
September 30, 2016
|
Net income (loss) attributable to common stockholders
|
|
$
|
(37,976
|
)
|
|
$
|
(141,999
|
)
|
Stock-based compensation (1)
|
|
|
26,442
|
|
|
|
90,047
|
|
Amortization of acquired intangible assets
|
|
|
4,408
|
|
|
|
13,643
|
|
Acquisition-related expense (benefit), net
|
|
|
(9
|
)
|
|
|
4,305
|
|
Restructuring charges
|
|
|
1,459
|
|
|
|
29,988
|
|
Gains on business dispositions
|
|
|
(2,060
|
)
|
|
|
(11,399
|
)
|
Intercompany foreign currency losses (gains) and reclassifications
of translation adjustments to earnings (2)
|
|
|
(3,263
|
)
|
|
|
(8,377
|
)
|
Losses (gains), net from changes in fair value of investments
|
|
|
1,594
|
|
|
|
7,301
|
|
Non-cash interest expense on convertible senior notes
|
|
|
2,458
|
|
|
|
4,854
|
|
Income tax effect of above adjustments
|
|
|
(1,154
|
)
|
|
|
(7,849
|
)
|
Non-GAAP net income (loss) attributable to common stockholders
|
|
$
|
(8,101
|
)
|
|
$
|
(19,486
|
)
|
|
|
|
|
|
Diluted shares
|
|
|
575,216,191
|
|
|
|
578,290,291
|
|
Incremental diluted shares
|
|
|
-
|
|
|
|
-
|
|
Adjusted diluted shares
|
|
|
575,216,191
|
|
|
|
578,290,291
|
|
|
|
|
|
|
Diluted net income (loss) per share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.25
|
)
|
Per share impact of adjustments and related tax effects
|
|
|
0.06
|
|
|
|
0.22
|
|
Non-GAAP net income (loss) per share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
(1)
|
|
Excludes $4.7 million of stock-based compensation classified within
restructuring charges for the nine months ended September 30, 2016.
|
(2)
|
|
Foreign currency gains (losses), net for the nine months ended
September 30, 2016 includes $0.3 million of net cumulative
translation gains that were reclassified to earnings as a result of
the Company's exit from certain countries as part of its
restructuring plan.
|
The following is a reconciliation of the Company's annual outlook
for Adjusted EBITDA to the Company's outlook for the most comparable
U.S. GAAP performance measure, "Net income (loss)."
|
|
|
|
|
|
Year Ending December 31, 2016
|
Expected net income (loss) range
|
|
$(155,394) to $(141,894)
|
Expected adjustments:
|
|
|
Stock-based compensation
|
|
120,000
|
Depreciation and amortization
|
|
136,000
|
Acquisition-related expense (benefit), net
|
|
4,305
|
Restructuring charges
|
|
29,988
|
Gains on business dispositions
|
|
(11,399)
|
Non-operating expense (income), net
|
|
20,000
|
Provision (benefit) for income taxes
|
|
6,500 to 8,000
|
Total expected adjustments
|
|
$305,394 to $306,894
|
Expected Adjusted EBITDA range
|
|
$150,000 to $165,000
|
The outlook provided above does not reflect the potential impact of
any additional restructuring actions that we may decide to pursue,
business acquisitions or dispositions, changes in the fair values of
investments or contingent consideration, foreign currency gains or
losses or other unusual or non-recurring items that may occur during
the fourth quarter of 2016.
|
|
Foreign exchange rate neutral operating results are non-GAAP
financial measures. The Company reconciles foreign exchange rate
neutral operating results to the most comparable U.S. GAAP financial
measures, "Gross billings," "Revenue" and "Income (loss) from
continuing operations," respectively, for the periods presented. The
Company reconciles "foreign exchange rate neutral Gross billings
growth" and "foreign exchange rate neutral Revenue growth" to
year-over-year growth rates for the most comparable U.S. GAAP
financial measures, "Gross billings growth" and "Revenue growth,"
respectively, for the periods presented.
|
The effect on the Company's gross billings, revenue and income
(loss) from changes in exchange rates versus the U.S. Dollar for the
three months ended September 30, 2016 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2016
|
|
Three Months Ended September 30, 2016
|
|
|
|
At Avg. Q3 2015
Rates (1)
|
|
Exchange Rate
Effect(2)
|
|
As
Reported
|
|
At Avg. Q2 2016
Rates (3)
|
|
Exchange Rate
Effect (2)
|
|
As
Reported
|
|
Gross billings
|
|
$
|
1,442,311
|
|
|
$
|
(10,156
|
)
|
|
$
|
1,432,155
|
|
|
$
|
1,437,017
|
|
|
$
|
(4,862
|
)
|
|
$
|
1,432,155
|
|
|
Revenue
|
|
|
725,158
|
|
|
|
(4,690
|
)
|
|
|
720,468
|
|
|
|
723,157
|
|
|
|
(2,689
|
)
|
|
|
720,468
|
|
|
Income (loss) from operations
|
|
$
|
(26,123
|
)
|
|
$
|
(562
|
)
|
|
$
|
(26,685
|
)
|
|
$
|
(26,481
|
)
|
|
$
|
(204
|
)
|
|
$
|
(26,685
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect on the Company's gross billings, revenue and income
(loss) from operations from changes in exchange rates versus the
U.S. Dollar for the nine months ended September 30, 2016 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
|
|
|
At Avg. Q3 2015 YTD
Rates (1)
|
|
Exchange Rate
Effect (2)
|
|
As Reported
|
|
At Avg. Q4'15-Q2'16
Rates (3)
|
|
Exchange Rate
Effect (2)
|
|
As Reported
|
|
Gross billings
|
|
$
|
4,454,355
|
|
|
$
|
(57,308
|
)
|
|
$
|
4,397,047
|
|
|
$
|
4,394,617
|
|
|
$
|
2,430
|
|
|
$
|
4,397,047
|
|
|
Revenue
|
|
|
2,230,931
|
|
|
|
(22,462
|
)
|
|
|
2,208,469
|
|
|
|
2,208,022
|
|
|
|
447
|
|
|
|
2,208,469
|
|
|
Income (loss) from operations
|
|
$
|
(116,182
|
)
|
|
$
|
(1,005
|
)
|
|
$
|
(117,187
|
)
|
|
$
|
(115,292
|
)
|
|
$
|
(1,895
|
)
|
|
$
|
(117,187
|
)
|
|
(1)
|
|
Represents the financial statement balances that would have resulted
had average exchange rates in the reporting periods been the same as
those in effect during the three and nine months ended September 30,
2015.
|
(2)
|
|
Represents the increase or decrease in reported amounts resulting
from changes in exchange rates from those in effect in the
comparable prior periods.
|
(3)
|
|
Represents the financial statement balances that would have resulted
had average exchange rates in the reporting periods been the same as
those in effect during the three and nine months ended June 30, 2016.
|
The following is a quarterly reconciliation of foreign exchange rate
neutral Gross billings growth from the comparable quarterly periods
of the prior year to reported Gross billings growth from the
comparable quarterly periods of the prior year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2015
|
|
Q4 2015
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
|
EMEA Gross billings growth, excluding FX
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(12
|
)%
|
|
(12
|
)%
|
|
(8
|
)%
|
|
FX Effect
|
|
(14
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
-
|
|
|
(2
|
)
|
|
EMEA Gross billings growth
|
|
(15
|
)%
|
|
(13
|
)%
|
|
(15
|
)%
|
|
(12
|
)%
|
|
(10
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Gross billings growth, excluding FX
|
|
-
|
%
|
|
(7
|
)%
|
|
(17
|
)%
|
|
(21
|
)%
|
|
(23
|
)%
|
|
FX Effect
|
|
(19
|
)
|
|
(14
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
Rest of World Gross billings growth
|
|
(19
|
)%
|
|
(21
|
)%
|
|
(28
|
)%
|
|
(27
|
)%
|
|
(24
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Gross billings growth, excluding FX
|
|
6
|
%
|
|
4
|
%
|
|
(3
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
FX Effect
|
|
(8
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
-
|
|
|
-
|
|
|
Consolidated Gross billings growth
|
|
(2
|
)%
|
|
(1
|
)%
|
|
(5
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a quarterly reconciliation of foreign exchange rate
neutral Revenue growth from the comparable quarterly periods of the
prior year to reported Revenue growth from the comparable quarterly
periods of the prior year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2015
|
|
Q4 2015
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
|
EMEA Revenue growth, excluding FX
|
|
2
|
%
|
|
3
|
%
|
|
(10
|
)%
|
|
(3
|
)%
|
|
-
|
%
|
|
FX Effect
|
|
(15
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
-
|
|
|
(1
|
)
|
|
EMEA Revenue growth
|
|
(13
|
)%
|
|
(9
|
)%
|
|
(13
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Revenue growth, excluding FX
|
|
(5
|
)%
|
|
(8
|
)%
|
|
(8
|
)%
|
|
(14
|
)%
|
|
(15
|
)%
|
|
FX Effect
|
|
(18
|
)
|
|
(15
|
)
|
|
(14
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
Rest of World Revenue growth
|
|
(23
|
)%
|
|
(23
|
)%
|
|
(22
|
)%
|
|
(23
|
)%
|
|
(19
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Revenue growth, excluding FX
|
|
7
|
%
|
|
9
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|
2
|
%
|
|
FX Effect
|
|
(7
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
Consolidated Revenue growth
|
|
-
|
%
|
|
4
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
1
|
%
|
|
The effect on North America's gross billings by category from
changes in foreign exchange rates versus the U.S. Dollar for the
three months ended September 30, 2016 was as follows:
|
|
|
|
|
|
At Avg. Q3
2015 Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
September 30, 2016
As Reported
|
|
September 30, 2015
As Reported
|
|
Y/Y %
Growth
|
|
Y/Y% Growth excluding FX
|
|
Local:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party and other
|
|
$
|
530,760
|
|
|
$
|
8
|
|
|
$
|
530,768
|
|
|
$
|
481,608
|
|
10.2
|
%
|
|
10.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
93,562
|
|
|
|
2
|
|
|
|
93,564
|
|
|
|
101,801
|
|
(8.1
|
)%
|
|
(8.1
|
)%
|
|
Total services
|
|
|
624,322
|
|
|
|
10
|
|
|
|
624,332
|
|
|
|
583,409
|
|
7.0
|
%
|
|
7.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
12,768
|
|
|
|
7
|
|
|
|
12,775
|
|
|
|
8,686
|
|
47.1
|
%
|
|
47.0
|
%
|
|
Direct
|
|
|
283,855
|
|
|
|
-
|
|
|
|
283,855
|
|
|
|
277,108
|
|
2.4
|
%
|
|
2.4
|
%
|
|
Total
|
|
|
296,623
|
|
|
|
7
|
|
|
|
296,630
|
|
|
|
285,794
|
|
3.8
|
%
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross billings
|
|
$
|
920,945
|
|
|
$
|
17
|
|
|
$
|
920,962
|
|
|
$
|
869,203
|
|
6.0
|
%
|
|
6.0
|
%
|
|
|
|
The effect on EMEA's gross billings by category from changes in
foreign exchange rates versus the U.S. Dollar for the three months
ended September 30, 2016 was as follows:
|
|
|
|
|
|
At Avg. Q3
2015 Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
September 30, 2016
As Reported
|
|
September 30, 2015
As Reported
|
|
Y/Y %
Growth
|
|
Y/Y% Growth excluding FX
|
|
Local:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party and other
|
|
$
|
166,081
|
|
|
$
|
(7,289
|
)
|
|
$
|
158,792
|
|
|
$
|
182,540
|
|
(13.0
|
)%
|
|
(9.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
57,510
|
|
|
|
84
|
|
|
|
57,594
|
|
|
|
64,916
|
|
(11.3
|
)%
|
|
(11.4
|
)%
|
|
Total services
|
|
|
223,591
|
|
|
|
(7,205
|
)
|
|
|
216,386
|
|
|
|
247,456
|
|
(12.6
|
)%
|
|
(9.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
35,564
|
|
|
|
(1,295
|
)
|
|
|
34,269
|
|
|
|
63,918
|
|
(46.4
|
)%
|
|
(44.4
|
)%
|
|
Direct
|
|
|
120,208
|
|
|
|
129
|
|
|
|
120,337
|
|
|
|
103,108
|
|
16.7
|
%
|
|
16.6
|
%
|
|
Total
|
|
|
155,772
|
|
|
|
(1,166
|
)
|
|
|
154,606
|
|
|
|
167,026
|
|
(7.4
|
)%
|
|
(6.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross billings
|
|
$
|
379,363
|
|
|
$
|
(8,371
|
)
|
|
$
|
370,992
|
|
|
$
|
414,482
|
|
(10.5
|
)%
|
|
(8.5
|
)%
|
|
|
|
The effect on Rest of World's gross billings by category from
changes in foreign exchange rates versus the U.S. Dollar for the
three months ended September 30, 2016 was as follows:
|
|
|
|
|
|
At Avg. Q3
2015 Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
September 30, 2016
As Reported
|
|
September 30, 2015
As Reported
|
|
Y/Y %
Growth
|
|
Y/Y% Growth excluding FX
|
|
Local:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party and other
|
|
$
|
79,716
|
|
|
$
|
602
|
|
|
$
|
80,318
|
|
|
$
|
92,972
|
|
(13.6
|
)%
|
|
(14.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
24,914
|
|
|
|
(748
|
)
|
|
|
24,166
|
|
|
|
30,709
|
|
(21.3
|
)%
|
|
(18.9
|
)%
|
|
Total services
|
|
|
104,630
|
|
|
|
(146
|
)
|
|
|
104,484
|
|
|
|
123,681
|
|
(15.5
|
)%
|
|
(15.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
29,457
|
|
|
|
(180
|
)
|
|
|
29,277
|
|
|
|
53,095
|
|
(44.9
|
)%
|
|
(44.5
|
)%
|
|
Direct
|
|
|
7,916
|
|
|
|
(1,476
|
)
|
|
|
6,440
|
|
|
|
7,073
|
|
(8.9
|
)%
|
|
11.9
|
%
|
|
Total
|
|
|
37,373
|
|
|
|
(1,656
|
)
|
|
|
35,717
|
|
|
|
60,168
|
|
(40.6
|
)%
|
|
(37.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross billings
|
|
$
|
142,003
|
|
|
$
|
(1,802
|
)
|
|
$
|
140,201
|
|
|
$
|
183,849
|
|
(23.7
|
)%
|
|
(22.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect on consolidated gross billings by category from changes
in foreign exchange rates versus the U.S. Dollar for the three
months ended September 30, 2016 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At Avg. Q3
2015 Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
September 30, 2016
As Reported
|
|
September 30, 2015
As Reported
|
|
Y/Y %
Growth
|
|
Y/Y% Growth excluding FX
|
|
Local:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party and other
|
|
$
|
776,557
|
|
|
$
|
(6,679
|
)
|
|
$
|
769,878
|
|
|
$
|
757,120
|
|
1.7
|
%
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
175,986
|
|
|
|
(662
|
)
|
|
|
175,324
|
|
|
|
197,426
|
|
(11.2
|
)%
|
|
(10.9
|
)%
|
|
Total services
|
|
|
952,543
|
|
|
|
(7,341
|
)
|
|
|
945,202
|
|
|
|
954,546
|
|
(1.0
|
)%
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party
|
|
|
77,789
|
|
|
|
(1,468
|
)
|
|
|
76,321
|
|
|
|
125,699
|
|
(39.3
|
)%
|
|
(38.1
|
)%
|
|
Direct
|
|
|
411,979
|
|
|
|
(1,347
|
)
|
|
|
410,632
|
|
|
|
387,289
|
|
6.0
|
%
|
|
6.4
|
%
|
|
Total
|
|
|
489,768
|
|
|
|
(2,815
|
)
|
|
|
486,953
|
|
|
|
512,988
|
|
(5.1
|
)%
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross billings
|
|
$
|
1,442,311
|
|
|
$
|
(10,156
|
)
|
|
$
|
1,432,155
|
|
|
$
|
1,467,534
|
|
(2.4
|
)%
|
|
(1.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the financial statement balances that would have resulted
had average exchange rates in the reporting period been the same as
those in effect during the three months ended September 30, 2015.
|
|
(2)
|
|
Represents the increase or decrease in reported amounts resulting
from changes in exchange rates from those in effect in the
comparable prior year period.
|
|
|
|
The following is a reconciliation of foreign exchange rate neutral
same country gross billings growth for the three months ended
September 30, 2016 from the prior year period:
|
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
Y/Y % Growth
|
|
|
|
|
|
|
|
Gross billings as reported
|
|
|
1,432,155
|
|
|
|
1,467,534
|
|
|
|
(2.4
|
)%
|
|
|
|
|
|
|
|
Less: Gross billings from countries where Groupon no longer operates
|
|
|
(763
|
)
|
|
|
(36,255
|
)
|
|
|
|
|
|
|
|
|
|
Exchange rate effect (1)
|
|
|
10,156
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Same-country gross billings
|
|
$
|
1,441,548
|
|
|
$
|
1,431,279
|
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the increase or decrease in reported amounts resulting
from changes in exchange rates from those in effect in the
comparable prior year period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of foreign exchange rate neutral
same-country gross billings growth for our EMEA segment for the
three months ended September 30, 2016 from the prior year period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
Y/Y % Growth
|
|
|
|
|
|
|
|
EMEA gross billings as reported
|
|
|
370,992
|
|
|
|
414,482
|
|
|
|
(10.5
|
)%
|
|
|
|
|
|
|
|
Less: EMEA Gross billings from countries where Groupon no longer
operates
|
|
|
-
|
|
|
|
(26,488
|
)
|
|
|
|
|
|
|
|
|
|
Exchange rate effect (1)
|
|
|
8,371
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Same-country gross billings
|
|
$
|
379,363
|
|
|
$
|
387,994
|
|
|
|
(2.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the increase or decrease in reported amounts resulting
from changes in exchange rates from those in effect in the
comparable prior year period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of foreign exchange rate neutral
same country revenue for our EMEA segment for the three months ended
September 30, 2016 from the prior year period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
Y/Y % Growth
|
|
|
|
|
|
|
|
EMEA revenue as reported
|
|
|
196,573
|
|
|
|
199,287
|
|
|
|
(1.4
|
)%
|
|
|
|
|
|
|
|
Less: EMEA revenue from countries where Groupon no longer operates
|
|
|
-
|
|
|
|
(11,078
|
)
|
|
|
|
|
|
|
|
|
|
Exchange rate effect (1)
|
|
|
2,718
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Same-country revenue
|
|
$
|
199,291
|
|
|
$
|
188,209
|
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the increase or decrease in reported amounts resulting
from changes in exchange rates from those in effect in the
comparable prior year period.
|
|
Groupon, Inc.
|
|
Supplemental Financial Information and Business Metrics (9)(11)
|
|
(financial data in thousands; active customers in millions)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2015
|
|
Q4 2015
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
|
Segments
|
|
|
|
|
|
|
|
|
|
|
|
North America Segment:
|
|
|
|
|
|
|
|
|
|
Gross Billings (1):
|
|
|
|
|
|
|
|
|
|
|
|
Local (2) Gross Billings
|
|
$
|
481,608
|
|
|
$
|
531,154
|
|
|
$
|
539,623
|
|
|
$
|
542,439
|
|
|
$
|
530,768
|
|
|
Travel Gross Billings
|
|
|
101,801
|
|
|
|
89,389
|
|
|
|
103,390
|
|
|
|
105,388
|
|
|
|
93,564
|
|
|
Gross Billings - Services
|
|
|
583,409
|
|
|
|
620,543
|
|
|
|
643,013
|
|
|
|
647,827
|
|
|
|
624,332
|
|
|
Gross Billings - Goods
|
|
|
285,794
|
|
|
|
429,818
|
|
|
|
294,061
|
|
|
|
318,427
|
|
|
|
296,630
|
|
|
Total Gross Billings
|
|
$
|
869,203
|
|
|
$
|
1,050,361
|
|
|
$
|
937,074
|
|
|
$
|
966,254
|
|
|
$
|
920,962
|
|
|
Year-over-year growth
|
|
|
12
|
%
|
|
|
11
|
%
|
|
|
5
|
%
|
|
|
8
|
%
|
|
|
6
|
%
|
|
% Third Party and Other
|
|
|
68
|
%
|
|
|
60
|
%
|
|
|
70
|
%
|
|
|
68
|
%
|
|
|
69
|
%
|
|
% Direct
|
|
|
32
|
%
|
|
|
40
|
%
|
|
|
30
|
%
|
|
|
32
|
%
|
|
|
31
|
%
|
|
Gross Billings Trailing Twelve Months (TTM)
|
|
$
|
3,608,015
|
|
|
$
|
3,709,797
|
|
|
$
|
3,752,894
|
|
|
$
|
3,822,892
|
|
|
$
|
3,874,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (3):
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
$
|
163,786
|
|
|
$
|
184,201
|
|
|
$
|
192,153
|
|
|
$
|
184,139
|
|
|
$
|
176,220
|
|
|
Travel Revenue
|
|
|
21,394
|
|
|
|
18,390
|
|
|
|
20,914
|
|
|
|
21,401
|
|
|
|
21,241
|
|
|
Revenue - Services
|
|
|
185,180
|
|
|
|
202,591
|
|
|
|
213,067
|
|
|
|
205,540
|
|
|
|
197,461
|
|
|
Revenue - Goods
|
|
|
278,751
|
|
|
|
420,056
|
|
|
|
287,746
|
|
|
|
311,382
|
|
|
|
285,820
|
|
|
Total Revenue
|
|
$
|
463,931
|
|
|
$
|
622,647
|
|
|
$
|
500,813
|
|
|
$
|
516,922
|
|
|
$
|
483,281
|
|
|
Year-over-year growth
|
|
|
11
|
%
|
|
|
13
|
%
|
|
|
4
|
%
|
|
|
7
|
%
|
|
|
4
|
%
|
|
% Third Party and Other
|
|
|
40
|
%
|
|
|
33
|
%
|
|
|
43
|
%
|
|
|
40
|
%
|
|
|
41
|
%
|
|
% Direct
|
|
|
60
|
%
|
|
|
67
|
%
|
|
|
57
|
%
|
|
|
60
|
%
|
|
|
59
|
%
|
|
Revenue TTM
|
|
$
|
1,976,069
|
|
|
$
|
2,047,742
|
|
|
$
|
2,068,673
|
|
|
$
|
2,104,313
|
|
|
$
|
2,123,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit (4):
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
$
|
138,798
|
|
|
$
|
159,745
|
|
|
$
|
164,018
|
|
|
$
|
158,812
|
|
|
$
|
152,873
|
|
|
% of North America Local Gross Billings
|
|
|
28.8
|
%
|
|
|
30.1
|
%
|
|
|
30.4
|
%
|
|
|
29.3
|
%
|
|
|
28.8
|
%
|
|
Travel Gross Profit
|
|
|
17,644
|
|
|
|
15,207
|
|
|
|
15,712
|
|
|
|
16,334
|
|
|
|
17,257
|
|
|
% of North America Travel Gross Billings
|
|
|
17.3
|
%
|
|
|
17.0
|
%
|
|
|
15.2
|
%
|
|
|
15.5
|
%
|
|
|
18.4
|
%
|
|
Gross Profit - Services
|
|
|
156,442
|
|
|
|
174,952
|
|
|
|
179,730
|
|
|
|
175,146
|
|
|
|
170,130
|
|
|
% of North America Services Gross Billings
|
|
|
26.8
|
%
|
|
|
28.2
|
%
|
|
|
28.0
|
%
|
|
|
27.0
|
%
|
|
|
27.2
|
%
|
|
Gross Profit - Goods
|
|
|
34,801
|
|
|
|
44,329
|
|
|
|
36,213
|
|
|
|
42,028
|
|
|
|
31,531
|
|
|
% of North America Goods Gross Billings
|
|
|
12.2
|
%
|
|
|
10.3
|
%
|
|
|
12.3
|
%
|
|
|
13.2
|
%
|
|
|
10.6
|
%
|
|
Total Gross Profit
|
|
$
|
191,243
|
|
|
$
|
219,281
|
|
|
$
|
215,943
|
|
|
$
|
217,174
|
|
|
$
|
201,661
|
|
|
Year-over-year growth
|
|
|
9
|
%
|
|
|
12
|
%
|
|
|
11
|
%
|
|
|
10
|
%
|
|
|
5
|
%
|
|
% Third Party and Other
|
|
|
83
|
%
|
|
|
81
|
%
|
|
|
84
|
%
|
|
|
82
|
%
|
|
|
85
|
%
|
|
% Direct
|
|
|
17
|
%
|
|
|
19
|
%
|
|
|
16
|
%
|
|
|
18
|
%
|
|
|
15
|
%
|
|
% of North America Total Gross Billings
|
|
|
22.0
|
%
|
|
|
20.9
|
%
|
|
|
23.0
|
%
|
|
|
22.5
|
%
|
|
|
21.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Gross Billings:
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Billings
|
|
$
|
182,540
|
|
|
$
|
197,445
|
|
|
$
|
174,033
|
|
|
$
|
165,290
|
|
|
$
|
158,792
|
|
|
Travel Gross Billings
|
|
|
64,916
|
|
|
|
59,836
|
|
|
|
57,201
|
|
|
|
52,880
|
|
|
|
57,594
|
|
|
Gross Billings - Services
|
|
|
247,456
|
|
|
|
257,281
|
|
|
|
231,234
|
|
|
|
218,170
|
|
|
|
216,386
|
|
|
Gross Billings - Goods
|
|
|
167,026
|
|
|
|
229,866
|
|
|
|
160,993
|
|
|
|
163,139
|
|
|
|
154,606
|
|
|
Total Gross Billings
|
|
$
|
414,482
|
|
|
$
|
487,147
|
|
|
$
|
392,227
|
|
|
$
|
381,309
|
|
|
$
|
370,992
|
|
|
Year-over-year growth
|
|
|
(15
|
)%
|
|
|
(13
|
)%
|
|
|
(15
|
)%
|
|
|
(12
|
)%
|
|
|
(10
|
)%
|
|
Year-over-year growth, excluding FX (5)
|
|
|
(1
|
)%
|
|
|
(2
|
)%
|
|
|
(12
|
)%
|
|
|
(12
|
)%
|
|
|
(8
|
)%
|
|
% Third Party and Other
|
|
|
75
|
%
|
|
|
70
|
%
|
|
|
73
|
%
|
|
|
68
|
%
|
|
|
68
|
%
|
|
% Direct
|
|
|
25
|
%
|
|
|
30
|
%
|
|
|
27
|
%
|
|
|
32
|
%
|
|
|
32
|
%
|
|
Gross Billings TTM
|
|
$
|
1,867,748
|
|
|
$
|
1,794,354
|
|
|
$
|
1,727,392
|
|
|
$
|
1,675,165
|
|
|
$
|
1,631,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
$
|
70,781
|
|
|
$
|
73,225
|
|
|
$
|
61,886
|
|
|
$
|
60,616
|
|
|
$
|
58,581
|
|
|
Travel Revenue
|
|
|
13,561
|
|
|
|
11,681
|
|
|
|
11,178
|
|
|
|
10,709
|
|
|
|
12,866
|
|
|
Revenue - Services
|
|
|
84,342
|
|
|
|
84,906
|
|
|
|
73,064
|
|
|
|
71,325
|
|
|
|
71,447
|
|
|
Revenue - Goods
|
|
|
114,945
|
|
|
|
163,420
|
|
|
|
115,906
|
|
|
|
126,980
|
|
|
|
125,126
|
|
|
Total Revenue
|
|
$
|
199,287
|
|
|
$
|
248,326
|
|
|
$
|
188,970
|
|
|
$
|
198,305
|
|
|
$
|
196,573
|
|
|
Year-over-year growth
|
|
|
(13
|
)%
|
|
|
(9
|
)%
|
|
|
(13
|
)%
|
|
|
(3
|
)%
|
|
|
(1
|
)%
|
|
Year-over-year growth, excluding FX
|
|
|
2
|
%
|
|
|
3
|
%
|
|
|
(10
|
)%
|
|
|
(3
|
)%
|
|
|
-
|
%
|
|
% Third Party and Other
|
|
|
48
|
%
|
|
|
41
|
%
|
|
|
44
|
%
|
|
|
39
|
%
|
|
|
39
|
%
|
|
% Direct
|
|
|
52
|
%
|
|
|
59
|
%
|
|
|
56
|
%
|
|
|
61
|
%
|
|
|
61
|
%
|
|
Revenue TTM
|
|
$
|
892,029
|
|
|
$
|
867,880
|
|
|
$
|
840,630
|
|
|
$
|
834,888
|
|
|
$
|
832,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
$
|
66,288
|
|
|
$
|
68,966
|
|
|
$
|
58,263
|
|
|
$
|
56,849
|
|
|
$
|
54,467
|
|
|
% of EMEA Local Gross Billings
|
|
|
36.3
|
%
|
|
|
34.9
|
%
|
|
|
33.5
|
%
|
|
|
34.4
|
%
|
|
|
34.3
|
%
|
|
Travel Gross Profit
|
|
|
12,323
|
|
|
|
10,732
|
|
|
|
10,215
|
|
|
|
9,784
|
|
|
|
11,882
|
|
|
% of EMEA Travel Gross Billings
|
|
|
19.0
|
%
|
|
|
17.9
|
%
|
|
|
17.9
|
%
|
|
|
18.5
|
%
|
|
|
20.6
|
%
|
|
Gross Profit - Services
|
|
|
78,611
|
|
|
|
79,698
|
|
|
|
68,478
|
|
|
|
66,633
|
|
|
|
66,349
|
|
|
% of EMEA Services Gross Billings
|
|
|
31.8
|
%
|
|
|
31.0
|
%
|
|
|
29.6
|
%
|
|
|
30.5
|
%
|
|
|
30.7
|
%
|
|
Gross Profit - Goods
|
|
|
24,905
|
|
|
|
43,026
|
|
|
|
26,412
|
|
|
|
23,525
|
|
|
|
18,710
|
|
|
% of EMEA Goods Gross Billings
|
|
|
14.9
|
%
|
|
|
18.7
|
%
|
|
|
16.4
|
%
|
|
|
14.4
|
%
|
|
|
12.1
|
%
|
|
Total Gross Profit
|
|
$
|
103,516
|
|
|
$
|
122,724
|
|
|
$
|
94,890
|
|
|
$
|
90,158
|
|
|
$
|
85,059
|
|
|
Year-over-year growth
|
|
|
(21
|
)%
|
|
|
(14
|
)%
|
|
|
(18
|
)%
|
|
|
(13
|
)%
|
|
|
(18
|
)%
|
|
% Third Party and Other
|
|
|
86
|
%
|
|
|
77
|
%
|
|
|
82
|
%
|
|
|
79
|
%
|
|
|
83
|
%
|
|
% Direct
|
|
|
14
|
%
|
|
|
23
|
%
|
|
|
18
|
%
|
|
|
21
|
%
|
|
|
17
|
%
|
|
% of EMEA Total Gross Billings
|
|
|
25.0
|
%
|
|
|
25.2
|
%
|
|
|
24.2
|
%
|
|
|
23.6
|
%
|
|
|
22.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Segment:
|
|
|
|
|
|
|
|
|
|
Gross Billings:
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Billings
|
|
$
|
92,972
|
|
|
$
|
83,430
|
|
|
$
|
75,294
|
|
|
$
|
84,581
|
|
|
$
|
80,318
|
|
|
Travel Gross Billings
|
|
|
30,709
|
|
|
|
25,369
|
|
|
|
23,928
|
|
|
|
22,300
|
|
|
|
24,166
|
|
|
Gross Billings - Services
|
|
|
123,681
|
|
|
|
108,799
|
|
|
|
99,222
|
|
|
|
106,881
|
|
|
|
104,484
|
|
|
Gross Billings - Goods
|
|
|
60,168
|
|
|
|
60,685
|
|
|
|
43,487
|
|
|
|
38,438
|
|
|
|
35,717
|
|
|
Total Gross Billings
|
|
$
|
183,849
|
|
|
$
|
169,484
|
|
|
$
|
142,709
|
|
|
$
|
145,319
|
|
|
$
|
140,201
|
|
|
Year-over-year growth
|
|
|
(19
|
)%
|
|
|
(21
|
)%
|
|
|
(28
|
)%
|
|
|
(27
|
)%
|
|
|
(24
|
)%
|
|
Year-over-year growth, excluding FX
|
|
|
-
|
%
|
|
|
(7
|
)%
|
|
|
(17
|
)%
|
|
|
(21
|
)%
|
|
|
(23
|
)%
|
|
% Third Party and Other
|
|
|
96
|
%
|
|
|
95
|
%
|
|
|
95
|
%
|
|
|
95
|
%
|
|
|
95
|
%
|
|
% Direct
|
|
|
4
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
Gross Billings TTM
|
|
$
|
797,454
|
|
|
$
|
751,389
|
|
|
$
|
695,263
|
|
|
$
|
641,361
|
|
|
$
|
597,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
$
|
26,372
|
|
|
$
|
22,229
|
|
|
$
|
22,082
|
|
|
$
|
22,461
|
|
|
$
|
21,876
|
|
|
Travel Revenue
|
|
|
6,135
|
|
|
|
5,098
|
|
|
|
5,049
|
|
|
|
4,321
|
|
|
|
5,075
|
|
|
Revenue - Services
|
|
|
32,507
|
|
|
|
27,327
|
|
|
|
27,131
|
|
|
|
26,782
|
|
|
|
26,951
|
|
|
Revenue - Goods
|
|
|
17,870
|
|
|
|
18,870
|
|
|
|
15,057
|
|
|
|
14,021
|
|
|
|
13,663
|
|
|
Total Revenue
|
|
$
|
50,377
|
|
|
$
|
46,197
|
|
|
$
|
42,188
|
|
|
$
|
40,803
|
|
|
$
|
40,614
|
|
|
Year-over-year growth
|
|
|
(23
|
)%
|
|
|
(23
|
)%
|
|
|
(22
|
)%
|
|
|
(23
|
)%
|
|
|
(19
|
)%
|
|
Year-over-year growth, excluding FX
|
|
|
(5
|
)%
|
|
|
(8
|
)%
|
|
|
(8
|
)%
|
|
|
(14
|
)%
|
|
|
(15
|
)%
|
|
% Third Party and Other
|
|
|
86
|
%
|
|
|
82
|
%
|
|
|
85
|
%
|
|
|
82
|
%
|
|
|
84
|
%
|
|
% Direct
|
|
|
14
|
%
|
|
|
18
|
%
|
|
|
15
|
%
|
|
|
18
|
%
|
|
|
16
|
%
|
|
Revenue TTM
|
|
$
|
217,476
|
|
|
$
|
203,894
|
|
|
$
|
191,828
|
|
|
$
|
179,565
|
|
|
$
|
169,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
$
|
22,568
|
|
|
$
|
18,889
|
|
|
$
|
18,771
|
|
|
$
|
18,739
|
|
|
$
|
18,645
|
|
|
% of Rest of World Local Gross Billings
|
|
|
24.3
|
%
|
|
|
22.6
|
%
|
|
|
24.9
|
%
|
|
|
22.2
|
%
|
|
|
23.2
|
%
|
|
Travel Gross Profit
|
|
|
4,859
|
|
|
|
4,040
|
|
|
|
3,997
|
|
|
|
3,240
|
|
|
|
3,962
|
|
|
% of Rest of World Travel Gross Billings
|
|
|
15.8
|
%
|
|
|
15.9
|
%
|
|
|
16.7
|
%
|
|
|
14.5
|
%
|
|
|
16.4
|
%
|
|
Gross Profit - Services
|
|
|
27,427
|
|
|
|
22,929
|
|
|
|
22,768
|
|
|
|
21,979
|
|
|
|
22,607
|
|
|
% of Rest of World Services Gross Billings
|
|
|
22.2
|
%
|
|
|
21.1
|
%
|
|
|
22.9
|
%
|
|
|
20.6
|
%
|
|
|
21.6
|
%
|
|
Gross Profit - Goods
|
|
|
6,726
|
|
|
|
6,806
|
|
|
|
5,727
|
|
|
|
4,277
|
|
|
|
4,790
|
|
|
% of Rest of World Goods Gross Billings
|
|
|
11.2
|
%
|
|
|
11.2
|
%
|
|
|
13.2
|
%
|
|
|
11.1
|
%
|
|
|
13.4
|
%
|
|
Total Gross Profit
|
|
$
|
34,153
|
|
|
$
|
29,735
|
|
|
$
|
28,495
|
|
|
$
|
26,256
|
|
|
$
|
27,397
|
|
|
Year-over-year growth
|
|
|
(28
|
)%
|
|
|
(23
|
)%
|
|
|
(24
|
)%
|
|
|
(28
|
)%
|
|
|
(20
|
)%
|
|
% Third Party and Other
|
|
|
99
|
%
|
|
|
99
|
%
|
|
|
100
|
%
|
|
|
99
|
%
|
|
|
100
|
%
|
|
% Direct
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
-
|
%
|
|
|
1
|
%
|
|
|
-
|
%
|
|
% of Rest of World Total Gross Billings
|
|
|
18.6
|
%
|
|
|
17.5
|
%
|
|
|
20.0
|
%
|
|
|
18.1
|
%
|
|
|
19.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Results of Operations:
|
|
|
|
|
|
|
|
Gross Billings:
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Billings
|
|
$
|
757,120
|
|
|
$
|
812,029
|
|
|
$
|
788,950
|
|
|
$
|
792,310
|
|
|
$
|
769,878
|
|
|
Travel Gross Billings
|
|
|
197,426
|
|
|
|
174,594
|
|
|
|
184,519
|
|
|
|
180,568
|
|
|
|
175,324
|
|
|
Gross Billings - Services
|
|
|
954,546
|
|
|
|
986,623
|
|
|
|
973,469
|
|
|
|
972,878
|
|
|
|
945,202
|
|
|
Gross Billings - Goods
|
|
|
512,988
|
|
|
|
720,369
|
|
|
|
498,541
|
|
|
|
520,004
|
|
|
|
486,953
|
|
|
Total Gross Billings
|
|
$
|
1,467,534
|
|
|
$
|
1,706,992
|
|
|
$
|
1,472,010
|
|
|
$
|
1,492,882
|
|
|
$
|
1,432,155
|
|
|
Year-over-year growth
|
|
|
(2
|
)%
|
|
|
(1
|
)%
|
|
|
(5
|
)%
|
|
|
(2
|
)%
|
|
|
(2
|
)%
|
|
Year-over-year growth, excluding FX
|
|
|
6
|
%
|
|
|
4
|
%
|
|
|
(3
|
)%
|
|
|
(2
|
)%
|
|
|
(2
|
)%
|
|
% Third Party and Other
|
|
|
74
|
%
|
|
|
66
|
%
|
|
|
73
|
%
|
|
|
71
|
%
|
|
|
71
|
%
|
|
% Direct
|
|
|
26
|
%
|
|
|
34
|
%
|
|
|
27
|
%
|
|
|
29
|
%
|
|
|
29
|
%
|
|
Gross Billings TTM
|
|
$
|
6,273,217
|
|
|
$
|
6,255,540
|
|
|
$
|
6,175,549
|
|
|
$
|
6,139,418
|
|
|
$
|
6,104,039
|
|
|
Year-over-year growth
|
|
|
3
|
%
|
|
|
-
|
%
|
|
|
(1
|
)%
|
|
|
(2
|
)%
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
$
|
260,939
|
|
|
$
|
279,655
|
|
|
$
|
276,121
|
|
|
$
|
267,216
|
|
|
$
|
256,677
|
|
|
Travel Revenue
|
|
|
41,090
|
|
|
|
35,169
|
|
|
|
37,141
|
|
|
|
36,431
|
|
|
|
39,182
|
|
|
Revenue - Services
|
|
|
302,029
|
|
|
|
314,824
|
|
|
|
313,262
|
|
|
|
303,647
|
|
|
|
295,859
|
|
|
Revenue - Goods
|
|
|
411,566
|
|
|
|
602,346
|
|
|
|
418,709
|
|
|
|
452,383
|
|
|
|
424,609
|
|
|
Total Revenue
|
|
$
|
713,595
|
|
|
$
|
917,170
|
|
|
$
|
731,971
|
|
|
$
|
756,030
|
|
|
$
|
720,468
|
|
|
Year-over-year growth
|
|
|
-
|
%
|
|
|
4
|
%
|
|
|
(2
|
)%
|
|
|
2
|
%
|
|
|
1
|
%
|
|
Year-over-year growth, excluding FX
|
|
|
7
|
%
|
|
|
9
|
%
|
|
|
(1
|
)%
|
|
|
3
|
%
|
|
|
2
|
%
|
|
% Third Party and Other
|
|
|
46
|
%
|
|
|
38
|
%
|
|
|
46
|
%
|
|
|
42
|
%
|
|
|
43
|
%
|
|
% Direct
|
|
|
54
|
%
|
|
|
62
|
%
|
|
|
54
|
%
|
|
|
58
|
%
|
|
|
57
|
%
|
|
Revenue TTM
|
|
$
|
3,085,574
|
|
|
$
|
3,119,516
|
|
|
$
|
3,101,131
|
|
|
$
|
3,118,766
|
|
|
$
|
3,125,639
|
|
|
Year-over-year growth
|
|
|
5
|
%
|
|
|
3
|
%
|
|
|
1
|
%
|
|
|
-
|
%
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
$
|
227,654
|
|
|
$
|
247,600
|
|
|
$
|
241,052
|
|
|
$
|
234,400
|
|
|
$
|
225,985
|
|
|
% of Consolidated Local Gross Billings
|
|
|
30.1
|
%
|
|
|
30.5
|
%
|
|
|
30.6
|
%
|
|
|
29.6
|
%
|
|
|
29.4
|
%
|
|
Travel Gross Profit
|
|
|
34,826
|
|
|
|
29,979
|
|
|
|
29,924
|
|
|
|
29,358
|
|
|
|
33,101
|
|
|
% of Consolidated Travel Gross Billings
|
|
|
17.6
|
%
|
|
|
17.2
|
%
|
|
|
16.2
|
%
|
|
|
16.3
|
%
|
|
|
18.9
|
%
|
|
Gross Profit - Services
|
|
|
262,480
|
|
|
|
277,579
|
|
|
|
270,976
|
|
|
|
263,758
|
|
|
|
259,086
|
|
|
% of Consolidated Services Gross Billings
|
|
|
27.5
|
%
|
|
|
28.1
|
%
|
|
|
27.8
|
%
|
|
|
27.1
|
%
|
|
|
27.4
|
%
|
|
Gross Profit - Goods
|
|
|
66,432
|
|
|
|
94,161
|
|
|
|
68,352
|
|
|
|
69,830
|
|
|
|
55,031
|
|
|
% of Consolidated Goods Gross Billings
|
|
|
13.0
|
%
|
|
|
13.1
|
%
|
|
|
13.7
|
%
|
|
|
13.4
|
%
|
|
|
11.3
|
%
|
|
Total Gross Profit
|
|
$
|
328,912
|
|
|
$
|
371,740
|
|
|
$
|
339,328
|
|
|
$
|
333,588
|
|
|
$
|
314,117
|
|
|
Year-over-year growth
|
|
|
(7
|
)%
|
|
|
(2
|
)%
|
|
|
(2
|
)%
|
|
|
(1
|
)%
|
|
|
(4
|
)%
|
|
% Third Party and Other
|
|
|
85
|
%
|
|
|
81
|
%
|
|
|
85
|
%
|
|
|
82
|
%
|
|
|
86
|
%
|
|
% Direct
|
|
|
15
|
%
|
|
|
19
|
%
|
|
|
15
|
%
|
|
|
18
|
%
|
|
|
14
|
%
|
|
% of Total Consolidated Gross Billings
|
|
|
22.4
|
%
|
|
|
21.8
|
%
|
|
|
23.1
|
%
|
|
|
22.3
|
%
|
|
|
21.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
|
|
$
|
61,587
|
|
|
$
|
83,208
|
|
|
$
|
89,765
|
|
|
$
|
91,993
|
|
|
$
|
87,858
|
|
|
Selling, general and administrative
|
|
$
|
326,248
|
|
|
$
|
287,976
|
|
|
$
|
280,988
|
|
|
$
|
277,168
|
|
|
$
|
253,554
|
|
|
Income (loss) from continuing operations
|
|
$
|
(24,613
|
)
|
|
$
|
(32,552
|
)
|
|
$
|
(45,596
|
)
|
|
$
|
(51,731
|
)
|
|
$
|
(35,792
|
)
|
|
Adjusted EBITDA
|
|
$
|
56,334
|
|
|
$
|
67,010
|
|
|
$
|
31,348
|
|
|
$
|
33,961
|
|
|
$
|
32,134
|
|
|
% of Total Consolidated Gross Billings
|
|
|
3.8
|
%
|
|
|
3.9
|
%
|
|
|
2.1
|
%
|
|
|
2.3
|
%
|
|
|
2.2
|
%
|
|
% of Total Consolidated Revenue
|
|
|
7.9
|
%
|
|
|
7.3
|
%
|
|
|
4.3
|
%
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow is a non-GAAP financial measure. The following is a
reconciliation of free cash flow to the most comparable U.S. GAAP
financial measure, "Net cash provided by (used in) operating
activities from continuing operations."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2015 (10)
|
|
Q4 2015 (10)
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities from continuing
operations
|
|
$
|
(7,640
|
)
|
|
$
|
250,455
|
|
|
$
|
(76,725
|
)
|
|
$
|
(54,010
|
)
|
|
$
|
(40,822
|
)
|
|
Purchases of property and equipment and capitalized software from
continuing operations
|
|
|
(27,735
|
)
|
|
|
(15,507
|
)
|
|
|
(19,952
|
)
|
|
|
(16,395
|
)
|
|
|
(12,868
|
)
|
|
Free cash flow
|
|
$
|
(35,375
|
)
|
|
$
|
234,948
|
|
|
$
|
(96,677
|
)
|
|
$
|
(70,405
|
)
|
|
$
|
(53,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities from continuing
operations (TTM)
|
|
$
|
325,971
|
|
|
$
|
299,747
|
|
|
$
|
179,415
|
|
|
$
|
112,080
|
|
|
$
|
78,898
|
|
|
Purchases of property and equipment and capitalized software from
continuing operations (TTM)
|
|
|
(88,598
|
)
|
|
|
(83,988
|
)
|
|
|
(85,646
|
)
|
|
|
(79,589
|
)
|
|
|
(64,722
|
)
|
|
Free cash flow (TTM)
|
|
$
|
237,373
|
|
|
$
|
215,759
|
|
|
$
|
93,769
|
|
|
$
|
32,491
|
|
|
$
|
14,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities from continuing
operations
|
|
$
|
(98,028
|
)
|
|
$
|
(31,238
|
)
|
|
$
|
(20,778
|
)
|
|
$
|
(18,853
|
)
|
|
$
|
(12,088
|
)
|
|
Net cash provided by (used in) financing activities
|
|
$
|
(14,793
|
)
|
|
$
|
(323,597
|
)
|
|
$
|
(78,015
|
)
|
|
$
|
169,225
|
|
|
$
|
(38,342
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities from continuing
operations (TTM)
|
|
$
|
(181,187
|
)
|
|
$
|
(177,250
|
)
|
|
$
|
(178,585
|
)
|
|
$
|
(168,897
|
)
|
|
$
|
(82,957
|
)
|
|
Net cash provided by (used in) financing activities (TTM)
|
|
$
|
(216,683
|
)
|
|
$
|
(515,785
|
)
|
|
$
|
(557,962
|
)
|
|
$
|
(247,180
|
)
|
|
$
|
(270,729
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
Active Customers (6)
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
25.2
|
|
|
|
25.9
|
|
|
|
26.9
|
|
|
|
27.9
|
|
|
|
29.1
|
|
|
EMEA
|
|
|
15.4
|
|
|
|
15.4
|
|
|
|
15.3
|
|
|
|
15.3
|
|
|
|
15.4
|
|
|
Rest of World
|
|
|
8.0
|
|
|
|
7.6
|
|
|
|
7.2
|
|
|
|
6.8
|
|
|
|
6.3
|
|
|
Total Active Customers
|
|
|
48.6
|
|
|
|
48.9
|
|
|
|
49.4
|
|
|
|
50.0
|
|
|
|
50.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TTM Gross Billings / Average Active Customer (7)
|
|
|
|
|
|
North America
|
|
$
|
148
|
|
|
$
|
149
|
|
|
$
|
146
|
|
|
$
|
145
|
|
|
$
|
142
|
|
|
EMEA
|
|
|
123
|
|
|
|
117
|
|
|
|
113
|
|
|
|
109
|
|
|
|
106
|
|
|
Rest of World
|
|
|
99
|
|
|
|
96
|
|
|
|
90
|
|
|
|
86
|
|
|
|
84
|
|
|
Consolidated
|
|
|
132
|
|
|
|
130
|
|
|
|
127
|
|
|
|
125
|
|
|
|
123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global headcount as of September 30, 2016 and 2015 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2015
|
|
Q3 2016
|
|
|
|
|
|
|
|
Sales (8)
|
|
|
4,168
|
|
|
|
3,285
|
|
|
|
|
|
|
|
|
% North America
|
|
|
33
|
%
|
|
|
34
|
%
|
|
|
|
|
|
|
|
% EMEA
|
|
|
42
|
%
|
|
|
43
|
%
|
|
|
|
|
|
|
|
% Rest of World
|
|
|
25
|
%
|
|
|
23
|
%
|
|
|
|
|
|
|
|
Other
|
|
|
6,301
|
|
|
|
5,089
|
|
|
|
|
|
|
|
|
Total Headcount
|
|
|
10,469
|
|
|
|
8,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the total dollar value of customer purchases of goods and
services, excluding applicable taxes and net of estimated refunds.
|
(2)
|
|
Local represents deals from local merchants, deals with national
merchants, and deals through local events. Other revenue
transactions, which include advertising, payment processing and
commission revenue, are also included within the Local category.
|
(3)
|
|
Includes third party revenue, direct revenue and other revenue.
Third party revenue is related to sales for which the Company acts
as a marketing agent for the merchant. This revenue is recorded on a
net basis. Direct revenue is primarily related to the sale of
products for which the Company is the merchant of record. These
revenues are accounted for on a gross basis, with the cost of
inventory included in cost of revenue. Other revenue primarily
consists of commission revenue, payment processing revenue and
advertising revenue.
|
(4)
|
|
Represents third party revenue, direct revenue and other revenue
reduced by cost of revenue.
|
(5)
|
|
Represents the change in financial measures that would have resulted
had average exchange rates in the reporting periods been the same as
those in effect in the prior year periods.
|
(6)
|
|
Reflects the total number of unique user accounts who have purchased
a voucher or product from us during the trailing twelve months.
|
(7)
|
|
Reflects the total gross billings generated in the trailing twelve
months per average active customer over that period.
|
(8)
|
|
Includes merchant sales representatives, as well as sales support
from continuing operations.
|
(9)
|
|
Financial information and other metrics exclude Ticket Monster,
which has been classified as discontinued operations. The Company
sold a controlling stake in Ticket Monster in May 2015.
|
(10)
|
|
The Company adopted the guidance in ASU 2016-09 on January 1, 2016.
ASU 2016-09 requires that all income tax-related cash flows
resulting from share-based payments be reported as operating
activities in the statement of cash flows. Previously, income tax
benefits at settlement of an award were reported as a reduction to
operating cash flows and an increase to financing cash flows to the
extent that those benefits exceeded the income tax benefits reported
in earnings during the award's vesting period. The Company has
elected to apply that change in cash flow classification on a
retrospective basis, which has resulted in adjustments to net cash
provided by (used in) operating activities, net cash used in
financing activities, and free cash flow for the three-month and
trailing twelve-month periods ended June 30, 2015, September 30,
2015 and December 31, 2015.
|
(11)
|
|
The definition, methodology and appropriateness of each of our
supplemental metrics is reviewed periodically. As a result, metrics
are subject to removal and/or change.
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20161026006795/en/
[ Back To TMCnet.com's Homepage ]
|