ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2012
|
|
OR
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ________________ to ________________
|
Delaware
|
|
27-0903295
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
600 West Chicago Avenue, Suite 400
Chicago, Illinois
|
|
60654
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
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Class A Common Stock, par value $0.0001
|
|
Nasdaq Global Select Market
|
Yes
x
|
No
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PART I
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Page
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Note About Forward-Looking Statements
|
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Item 1. Business
|
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Item 1A. Risk Factors
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Item 1B. Unresolved Staff Comments
|
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Item 2. Properties
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Item 3. Legal Proceedings
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Item 4. Mine Safety Disclosures
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PART II
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6. Selected Financial Data
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A. Quantitative and Qualitative Disclosure about Market Risk
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Item 8. Financial Statements and Supplementary Data
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A. Controls and Procedures
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Item 9B. Other Information
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PART III
|
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Item 10. Directors, Executive Officers and Corporate Governance
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Item 11. Executive Compensation
|
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13. Certain Relationships and Related Transactions, and Director Independence
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Item 14. Principal Accounting Fees and Services
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PART IV
|
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Item 15. Exhibits, Financial Statement Schedules
|
•
|
We grew our revenue
45.0%
to
$2.3 billion
in 2012 from
$1.6 billion
in 2011. In 2012,
49.9%
and
50.1%
of our revenue was generated in our North America and International segments, respectively, compared to
39.4%
and
60.6%
in 2011.
|
•
|
We increased the number of active customers, or customers that have purchased a Groupon within the last twelve months, from 33.7 million as of December 31, 2011 to 41.0 million as of December 31, 2012.
|
•
|
As of December 31, 2012 we have featured more than 500,000 merchants since our inception.
|
|
Dec. 31, 2012
|
|
Sept. 30,
2012
|
|
June 30,
2012
|
|
Mar. 31,
2012
|
|
Dec. 31,
2011
|
|
Sept. 30,
2011
|
|
June 30,
2011
|
|
Mar. 31,
2011
|
||||||||
North America
|
1,151
|
|
|
1,230
|
|
|
1,139
|
|
|
1,194
|
|
|
1,062
|
|
|
1,004
|
|
|
990
|
|
|
661
|
|
International
|
3,526
|
|
|
3,857
|
|
|
4,448
|
|
|
4,541
|
|
|
4,134
|
|
|
3,849
|
|
|
3,860
|
|
|
2,895
|
|
Total
|
4,677
|
|
|
5,087
|
|
|
5,587
|
|
|
5,735
|
|
|
5,196
|
|
|
4,853
|
|
|
4,850
|
|
|
3,556
|
|
•
|
breadth of active customer base and merchant partner relationships;
|
•
|
local focus and understanding of local business trends;
|
•
|
ability to structure deals to generate positive return on investment for merchant partners; and
|
•
|
strength and recognition of brand.
|
Name
|
|
Age
|
Position
|
|||||||||||
|
|
|
||||||||||||
Andrew D. Mason
|
32
|
|
Co-Founder, Chief Executive Officer and Director
|
|||||||||||
Jason E. Child
|
44
|
|
Chief Financial Officer
|
|||||||||||
Jeffrey Holden
|
44
|
|
Senior Vice President- Product Management
|
|||||||||||
Kal Raman
|
44
|
|
Chief Operating Officer
|
|||||||||||
David R. Schellhase
|
49
|
|
General Counsel
|
|||||||||||
Brian C. Stevens
|
38
|
|
Chief Accounting Officer
|
|||||||||||
Brian K. Totty
|
46
|
|
Senior Vice President-Engineering and Operations
|
•
|
acquire new customers and retain existing customers;
|
•
|
attract new merchant partners and retain existing merchant partners who wish to offer deals through the sale of Groupons;
|
•
|
effectively address and respond to challenges in international markets, particularly in Europe;
|
•
|
expand the number, variety and relevance of products and deals we offer, particularly as we attempt to build a more complete local marketplace;
|
•
|
increase the awareness of our brand domestically and internationally;
|
•
|
provide a superior customer service experience for our customers and merchant partners;
|
•
|
respond to changes in consumer and merchant access to and use of the Internet and mobile devices; and
|
•
|
react to challenges from existing and new competitors.
|
•
|
our ability to maintain merchant partner and customer satisfaction such that our marketplace will continue to attract high quality merchant partners and
|
•
|
our ability to successfully respond to macroeconomic challenges, including by optimizing our deal mix to take into account consumer preferences at a particular point in time;
|
•
|
strong local competitors, many of whom have been in the market longer than us;
|
•
|
different regulatory requirements, including regulation of gift cards and coupon terms, Internet services, professional selling, distance selling, bulk emailing, privacy and data protection, banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions or limit our ability to enforce contractual obligations;
|
•
|
difficulties in integrating with local payment providers, including banks, credit and debit card networks and electronic funds transfer systems;
|
•
|
different employee/employer relationships and the existence of workers' councils and labor unions;
|
•
|
shorter payment cycles, different accounting practices and greater problems in collecting accounts receivable;
|
•
|
higher Internet service provider costs;
|
•
|
seasonal reductions in business activity;
|
•
|
expenses associated with localizing our products, including offering customers the ability to transact business in the local currency; and
|
•
|
differing intellectual property laws.
|
•
|
the size and composition of our customer base and the number of merchant partners we feature;
|
•
|
the timing and market acceptance of deals we offer, including the developments and enhancements to those deals offered by us or our competitors;
|
•
|
customer and merchant service and support efforts;
|
•
|
selling and marketing efforts;
|
•
|
ease of use, performance, price and reliability of services offered either by us or our competitors;
|
•
|
our ability to generate large volumes of sales, particularly with respect to goods and travel deals;
|
•
|
our ability to cost-effectively manage our operations; and
|
•
|
our reputation and brand strength relative to our competitors.
|
•
|
our earnings announcements, including any financial projections that we may choose to provide to the public, any changes in these projections or our failure for any reason to meet these projections or projections made by research analysts;
|
•
|
the amount of shares of our Class A common stock that are available for sale;
|
•
|
the relative success of competitive products or services;
|
•
|
the public's response to press releases or other public announcements by us or others, including our filings with the SEC and announcements relating to litigation;
|
•
|
speculation about our business in the press or the investment community;
|
•
|
future sales of our Class A common stock by our significant stockholders, officers and directors;
|
•
|
changes in our capital structure, such as future issuances of debt or equity securities;
|
•
|
our entry into new markets;
|
•
|
regulatory developments in the United States or foreign countries;
|
•
|
strategic actions by us or our competitors, such as acquisitions, joint ventures or restructuring; and
|
•
|
changes in accounting principles.
|
•
|
Our certificate of incorporation provides for a dual class common stock structure. As a result of this structure, our founders will have significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that other stockholders may view as beneficial.
|
•
|
Our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors.
|
•
|
Special meetings of our stockholders may be called only by our Executive Chairman of the Board, our Chief Executive Officer, our board of directors or holders of not less than the majority of our issued and outstanding capital stock. This limits the ability of minority stockholders to take certain actions without an annual meeting of stockholders.
|
•
|
Our stockholders may not act by written consent unless the action to be effected and the taking of such action by written consent is approved in advance by our board of directors. As a result, a holder, or holders, controlling a majority of our capital stock would generally not be able to take certain actions without holding a stockholders' meeting.
|
•
|
Our certificate of incorporation prohibits cumulative voting in the election of directors. This limits the ability of minority stockholders to elect director candidates.
|
•
|
Stockholders must provide timely notice to nominate individuals for election to the board of directors or to propose matters that can be acted upon an annual meeting of stockholders. These provisions may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control of our company.
|
•
|
Our board of directors may issue, without stockholder approval, shares of undesignated preferred stock. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
|
Description of Use
|
Square Footage
|
Operating Segment
|
Lease Expiration
|
Corporate office facilities
|
421,000
|
North America
|
From 2013 through 2018
|
Corporate office facilities
|
87,000
|
International
|
From 2016 through 2022
|
Date
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
October 1-31, 2012
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
November 1-30, 2012
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
December 1-31, 2012
|
69,277
|
|
*
|
$
|
0.0001
|
|
—
|
|
—
|
|
Total
|
69,277
|
|
|
$
|
0.0001
|
|
—
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(in thousands, except share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party and other revenue
|
$
|
1,879,729
|
|
|
$
|
1,589,604
|
|
|
$
|
312,941
|
|
|
$
|
14,540
|
|
|
$
|
5
|
|
Direct revenue
|
454,743
|
|
|
20,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenue
|
2,334,472
|
|
|
1,610,430
|
|
|
312,941
|
|
|
14,540
|
|
|
5
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party and other revenue
|
297,739
|
|
|
243,789
|
|
|
42,896
|
|
|
4,716
|
|
|
88
|
|
|||||
Direct revenue
|
421,201
|
|
|
15,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total cost of revenue
|
718,940
|
|
|
258,879
|
|
|
42,896
|
|
|
4,716
|
|
|
88
|
|
|||||
Gross profit (loss)
|
1,615,532
|
|
|
1,351,551
|
|
|
270,045
|
|
|
9,824
|
|
|
(83
|
)
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
336,854
|
|
|
768,472
|
|
|
290,569
|
|
|
5,053
|
|
|
163
|
|
|||||
Selling, general and administrative
|
1,179,080
|
|
|
821,002
|
|
|
196,637
|
|
|
5,848
|
|
|
1,386
|
|
|||||
Acquisition-related expense (benefit), net
|
897
|
|
|
(4,537
|
)
|
|
203,183
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
1,516,831
|
|
|
1,584,937
|
|
|
690,389
|
|
|
10,901
|
|
|
1,549
|
|
|||||
Income (loss) from operations
|
98,701
|
|
|
(233,386
|
)
|
|
(420,344
|
)
|
|
(1,077
|
)
|
|
(1,632
|
)
|
|||||
Interest and other income, net
|
6,166
|
|
|
5,973
|
|
|
284
|
|
|
(16
|
)
|
|
90
|
|
|||||
Loss on equity method investees
|
(9,925
|
)
|
|
(26,652
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before provision (benefit) for income taxes
|
94,942
|
|
|
(254,065
|
)
|
|
(420,060
|
)
|
|
(1,093
|
)
|
|
(1,542
|
)
|
|||||
Provision (benefit) for income taxes
|
145,973
|
|
|
43,697
|
|
|
(6,674
|
)
|
|
248
|
|
|
—
|
|
|||||
Net loss
|
(51,031
|
)
|
|
(297,762
|
)
|
|
(413,386
|
)
|
|
(1,341
|
)
|
|
(1,542
|
)
|
|||||
Less: Net (income) loss attributable to noncontrolling interests
|
(3,742
|
)
|
|
18,335
|
|
|
23,746
|
|
|
—
|
|
|
—
|
|
|||||
Net loss attributable to Groupon, Inc.
|
(54,773
|
)
|
|
(279,427
|
)
|
|
(389,640
|
)
|
|
(1,341
|
)
|
|
(1,542
|
)
|
|||||
Dividends on preferred stock
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
(5,575
|
)
|
|
(616
|
)
|
|||||
Redemption of preferred stock in excess of carrying value
|
—
|
|
|
(34,327
|
)
|
|
(52,893
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjustment of redeemable noncontrolling interests to redemption value
|
(12,604
|
)
|
|
(59,740
|
)
|
|
(12,425
|
)
|
|
—
|
|
|
—
|
|
|||||
Net loss attributable to common stockholders
|
$
|
(67,377
|
)
|
|
$
|
(373,494
|
)
|
|
$
|
(456,320
|
)
|
|
$
|
(6,916
|
)
|
|
$
|
(2,158
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
650,214,119
|
|
|
362,261,324
|
|
|
342,698,772
|
|
|
337,208,284
|
|
|
333,476,258
|
|
|||||
Diluted
|
650,214,119
|
|
|
362,261,324
|
|
|
342,698,772
|
|
|
337,208,284
|
|
|
333,476,258
|
|
|
As of December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,209,289
|
|
|
$
|
1,122,935
|
|
|
$
|
118,833
|
|
|
$
|
12,313
|
|
|
$
|
2,966
|
|
Working capital (deficit)
|
$
|
319,345
|
|
|
$
|
328,165
|
|
|
$
|
(196,564
|
)
|
|
$
|
3,988
|
|
|
$
|
2,643
|
|
Total assets
|
$
|
2,031,474
|
|
|
$
|
1,774,476
|
|
|
$
|
381,570
|
|
|
$
|
14,962
|
|
|
$
|
3,006
|
|
Total long-term liabilities
|
$
|
120,932
|
|
|
$
|
78,194
|
|
|
$
|
1,621
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Redeemable preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,712
|
|
|
$
|
4,747
|
|
Cash dividends per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.063
|
|
|
$
|
—
|
|
Total Groupon, Inc. Stockholders' Equity (Deficit)
|
$
|
744,040
|
|
|
$
|
702,541
|
|
|
$
|
8,077
|
|
|
$
|
(29,969
|
)
|
|
$
|
(2,091
|
)
|
•
|
Gross billings.
This metric represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds. For third party revenue deals, gross billings differs from third party revenue reported in our consolidated statements of operations, which are presented net of the merchant's share of the transaction price. For direct revenue deals, gross billings are equivalent to direct revenue reported in our consolidated statements of operations. We consider this metric to be an important indicator of our growth and business performance as it is a proxy for the dollar volume of transactions through our marketplace. Tracking gross billings on third party revenue deals also allows us to track changes in the percentage of gross billings that we are able to retain after payments to our merchant partners.
|
•
|
Revenue.
We believe revenue is an important indicator for our business. Our third party revenue is derived from deals where we act as the marketing agent and is the purchase price paid by the customer for the Groupon less an agreed upon portion of the purchase price paid to the featured merchant partner, excluding any applicable taxes and net of estimated refunds for which the merchant's share is recoverable. Direct revenue, when the Company is selling the product as the merchant of record, is the purchase price paid by the customer, excluding any applicable taxes and net of estimated refunds.
|
•
|
Operating (loss) income excluding stock-based compensation and acquisition-related expense (benefit), net.
Operating (loss) income excluding stock-based compensation and acquisition-related expense (benefit), net is a non-GAAP measure that comprises the consolidated total of the segment operating income (loss) of our two segments, North America and International. Stock‑based compensation expense and acquisition‑related expense (benefit), net are excluded from segment operating income (loss) that we report under U.S. GAAP for our segments. Stock-based compensation expense is primarily a non-cash item. Acquisition-related expense (benefit), net represents the change in the fair value of contingent consideration arrangements related to business combinations. We use consolidated operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit) to allocate resources and evaluate performance internally. For further information and a reconciliation to the most applicable financial measure under U.S. GAAP, refer to our discussion under Non-GAAP Financial Measures in the "
Results of Operations
" section.
|
•
|
Free cash flow.
Free cash flow is net cash provided by operating activities less purchases of property and equipment and capitalized software. We use free cash flow, and ratios based on it, 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. For further information and a reconciliation to the most applicable financial measure under U.S. GAAP, refer to our discussion under Non-GAAP Financial Measures in the "
Results of Operations
" section.
|
•
|
Active customers.
We define active customers as unique user accounts that have purchased Groupons during the trailing twelve months ("TTM"). We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing Groupons is trending.
|
•
|
Gross billings per average active customer.
This metric represents the trailing twelve months gross billings generated per average active customer. This metric is calculated as the total gross billings generated in the trailing twelve months, divided by the average number of active customers in such time period. Although we believe total gross billings, not trailing twelve months gross billings per average active customer, is a better indication of the overall growth of our marketplace over time, trailing twelve months gross billings per average active customer provides an opportunity to evaluate whether our growth is primarily driven by growth in total customers or in spend per customer in any given period.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Gross Billings and Operating Metrics:
|
|
|
|
|
|
|
||||||
Gross billings (in thousands)
(1)
|
|
$
|
5,380,184
|
|
|
$
|
3,985,501
|
|
|
$
|
745,348
|
|
TTM Active customers (in thousands)
(2)
|
|
41,049
|
|
|
33,742
|
|
|
8,940
|
|
|||
TTM Gross billings per average active customer
(3)
|
|
$
|
143.88
|
|
|
$
|
186.75
|
|
|
$
|
160.05
|
|
(1)
|
Reflects the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
|
(2)
|
Reflects the total number of unique accounts that have purchased Groupons during the trailing twelve months.
|
(3)
|
Reflects the total gross billings generated in the trailing twelve months per average active customer in the applicable period.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
||||||
Third party and other revenue
|
|
$
|
1,879,729
|
|
|
$
|
1,589,604
|
|
|
$
|
312,941
|
|
Direct revenue
|
|
454,743
|
|
|
20,826
|
|
|
—
|
|
|||
Total revenue
|
|
2,334,472
|
|
|
1,610,430
|
|
|
312,941
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Third party and other revenue
|
|
297,739
|
|
|
243,789
|
|
|
42,896
|
|
|||
Direct revenue
|
|
421,201
|
|
|
15,090
|
|
|
—
|
|
|||
Total cost of revenue
|
|
718,940
|
|
|
258,879
|
|
|
42,896
|
|
|||
Gross profit
|
|
1,615,532
|
|
|
1,351,551
|
|
|
270,045
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Marketing
|
|
336,854
|
|
|
768,472
|
|
|
290,569
|
|
|||
Selling, general and administrative
|
|
1,179,080
|
|
|
821,002
|
|
|
196,637
|
|
|||
Acquisition-related expense (benefit), net
|
|
897
|
|
|
(4,537
|
)
|
|
203,183
|
|
|||
Total operating expenses
|
|
1,516,831
|
|
|
1,584,937
|
|
|
690,389
|
|
|||
Income (loss) from operations
|
|
98,701
|
|
|
(233,386
|
)
|
|
(420,344
|
)
|
|||
Interest and other income, net
|
|
6,166
|
|
|
5,973
|
|
|
284
|
|
|||
Loss on equity method investees
|
|
(9,925
|
)
|
|
(26,652
|
)
|
|
—
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
|
94,942
|
|
|
(254,065
|
)
|
|
(420,060
|
)
|
|||
Provision (benefit) for income taxes
|
|
145,973
|
|
|
43,697
|
|
|
(6,674
|
)
|
|||
Net loss
|
|
(51,031
|
)
|
|
(297,762
|
)
|
|
(413,386
|
)
|
|||
Less: Net (income) loss attributable to noncontrolling interests
|
|
(3,742
|
)
|
|
18,335
|
|
|
23,746
|
|
|||
Net loss attributable to Groupon, Inc.
|
|
(54,773
|
)
|
|
(279,427
|
)
|
|
(389,640
|
)
|
|||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|||
Redemption of preferred stock in excess of carrying value
|
|
—
|
|
|
(34,327
|
)
|
|
(52,893
|
)
|
|||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
(12,604
|
)
|
|
(59,740
|
)
|
|
(12,425
|
)
|
|||
Net loss attributable to common stockholders
|
|
$
|
(67,377
|
)
|
|
$
|
(373,494
|
)
|
|
$
|
(456,320
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
|
|
Statement of Operations line item
|
|
Stock-based compensation included in line item
|
|
Statement of Operations line item
|
|
Stock-based compensation included in line item
|
|
Statement of Operations line item
|
|
Stock-based compensation included in line item
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Total cost of revenue
|
|
$
|
718,940
|
|
|
$
|
2,928
|
|
|
$
|
258,879
|
|
|
$
|
1,130
|
|
|
$
|
42,896
|
|
|
$
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketing
|
|
$
|
336,854
|
|
|
$
|
3,570
|
|
|
$
|
768,472
|
|
|
$
|
2,531
|
|
|
$
|
290,569
|
|
|
$
|
129
|
|
Selling, general and administrative
|
|
1,179,080
|
|
|
97,619
|
|
|
821,002
|
|
|
89,929
|
|
|
196,637
|
|
|
35,882
|
|
||||||
Acquisition-related expense (benefit), net
|
|
897
|
|
|
—
|
|
|
(4,537
|
)
|
|
—
|
|
|
203,183
|
|
|
—
|
|
||||||
Total operating expenses
|
|
$
|
1,516,831
|
|
|
$
|
101,189
|
|
|
$
|
1,584,937
|
|
|
$
|
92,460
|
|
|
$
|
690,389
|
|
|
$
|
36,011
|
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
|
2012
|
|
2011
|
||||||||||||||||||||
|
|
At Avg.
|
|
Exchange
|
|
|
|
At Avg.
|
|
Exchange
|
|
|
||||||||||||
|
|
2011
|
|
Rate
|
|
As
|
|
2010
|
|
Rate
|
|
As
|
||||||||||||
|
|
Rates
(1)
|
|
Effect
(2)
|
|
Reported
|
|
Rates
(1)
|
|
Effect
(2)
|
|
Reported
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Revenue
|
|
$
|
2,408,588
|
|
|
$
|
(74,116
|
)
|
|
$
|
2,334,472
|
|
|
$
|
1,566,450
|
|
|
$
|
43,980
|
|
|
$
|
1,610,430
|
|
Cost of revenue and operating expenses
|
|
2,302,486
|
|
|
(66,715
|
)
|
|
2,235,771
|
|
|
1,786,847
|
|
|
56,969
|
|
|
1,843,816
|
|
||||||
Income (loss) from operations
|
|
$
|
106,102
|
|
|
$
|
(7,401
|
)
|
|
$
|
98,701
|
|
|
$
|
(220,397
|
)
|
|
$
|
(12,989
|
)
|
|
$
|
(233,386
|
)
|
(1)
|
Represents the financial statement balances that would have resulted had exchange rates in the reporting period been the same as those in effect in the comparable prior year period for operating results.
|
(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 for operating results.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
% of total
|
|
2011
|
|
% of total
|
|
2010
|
|
% of total
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Gross Billings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
|
$
|
2,373,153
|
|
|
44.1
|
%
|
|
$
|
1,561,927
|
|
|
39.2
|
%
|
|
$
|
475,003
|
|
|
63.7
|
%
|
International
|
|
3,007,031
|
|
|
55.9
|
%
|
|
2,423,574
|
|
|
60.8
|
%
|
|
270,345
|
|
|
36.3
|
%
|
|||
Total Gross Billings
|
|
$
|
5,380,184
|
|
|
100.0
|
%
|
|
$
|
3,985,501
|
|
|
100.0
|
%
|
|
$
|
745,348
|
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
||||||
Third party revenue
|
|
$
|
1,859,310
|
|
|
$
|
1,583,871
|
|
|
$
|
312,941
|
|
Direct revenue
|
|
454,743
|
|
|
20,826
|
|
|
—
|
|
|||
Other revenue
|
|
20,419
|
|
|
5,733
|
|
|
—
|
|
|||
Total revenue
|
|
$
|
2,334,472
|
|
|
$
|
1,610,430
|
|
|
$
|
312,941
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
% of total
|
|
2011
|
|
% of total
|
|
2010
|
|
% of total
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
North America:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Third party and other revenue
|
|
$
|
762,424
|
|
|
32.7
|
%
|
|
$
|
634,980
|
|
|
39.4
|
%
|
|
$
|
200,412
|
|
|
64.0
|
%
|
Direct revenue
|
|
403,276
|
|
|
17.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total segment revenue
|
|
$
|
1,165,700
|
|
|
49.9
|
%
|
|
$
|
634,980
|
|
|
39.4
|
%
|
|
$
|
200,412
|
|
|
64.0
|
%
|
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Third party and other revenue
|
|
$
|
1,117,305
|
|
|
47.9
|
%
|
|
$
|
954,624
|
|
|
59.3
|
%
|
|
$
|
112,529
|
|
|
36.0
|
%
|
Direct revenue
|
|
51,467
|
|
|
2.2
|
%
|
|
20,826
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
|
|||
Total segment revenue
|
|
$
|
1,168,772
|
|
|
50.1
|
%
|
|
$
|
975,450
|
|
|
60.6
|
%
|
|
$
|
112,529
|
|
|
36.0
|
%
|
Total revenue
|
|
$
|
2,334,472
|
|
|
100.0
|
%
|
|
$
|
1,610,430
|
|
|
100.0
|
%
|
|
$
|
312,941
|
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Third party revenue
|
|
$
|
297,574
|
|
|
$
|
243,709
|
|
|
$
|
42,896
|
|
Direct revenue
|
|
421,201
|
|
|
15,090
|
|
|
—
|
|
|||
Other revenue
|
|
165
|
|
|
80
|
|
|
—
|
|
|||
Total cost of revenue
|
|
$
|
718,940
|
|
|
$
|
258,879
|
|
|
$
|
42,896
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
% of total
|
|
2011
|
|
% of total
|
|
2010
|
|
% of total
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
North America:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of third party and other revenue
|
|
$
|
145,212
|
|
|
20.2
|
%
|
|
$
|
139,954
|
|
|
54.1
|
%
|
|
$
|
31,495
|
|
|
73.4
|
%
|
Cost of direct revenue
|
|
365,179
|
|
|
50.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total segment cost of revenue
|
|
$
|
510,391
|
|
|
71.0
|
%
|
|
$
|
139,954
|
|
|
54.1
|
%
|
|
$
|
31,495
|
|
|
73.4
|
%
|
International:
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||
Cost of third party and other revenue
|
|
$
|
152,527
|
|
|
21.2
|
%
|
|
$
|
103,835
|
|
|
40.1
|
%
|
|
$
|
11,401
|
|
|
26.6
|
%
|
Cost of direct revenue
|
|
56,022
|
|
|
7.8
|
%
|
|
15,090
|
|
|
5.8
|
%
|
|
—
|
|
|
—
|
|
|||
Total segment cost of revenue
|
|
$
|
208,549
|
|
|
29.0
|
%
|
|
$
|
118,925
|
|
|
45.9
|
%
|
|
$
|
11,401
|
|
|
26.6
|
%
|
Total cost of revenue
|
|
$
|
718,940
|
|
|
100.0
|
%
|
|
$
|
258,879
|
|
|
100.0
|
%
|
|
$
|
42,896
|
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
% of Segment Revenue
|
|
2011
|
|
% of Segment Revenue
|
|
2010
|
|
% of Segment Revenue
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
North America
|
|
$
|
105,914
|
|
|
9.1
|
%
|
|
$
|
254,746
|
|
|
40.1
|
%
|
|
$
|
123,590
|
|
|
61.7
|
%
|
International
|
|
230,940
|
|
|
19.8
|
%
|
|
513,726
|
|
|
52.7
|
%
|
|
166,979
|
|
|
148.4
|
%
|
|||
Marketing
|
|
$
|
336,854
|
|
|
14.4
|
%
|
|
$
|
768,472
|
|
|
47.7
|
%
|
|
$
|
290,569
|
|
|
92.9
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
% of total
|
|
2011
|
|
% of total
|
|
2010
|
|
% of total
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
North America
|
|
$
|
105,914
|
|
|
31.4
|
%
|
|
$
|
254,746
|
|
|
33.1
|
%
|
|
$
|
123,590
|
|
|
42.5
|
%
|
International
|
|
230,940
|
|
|
68.6
|
%
|
|
513,726
|
|
|
66.9
|
%
|
|
166,979
|
|
|
57.5
|
%
|
|||
Marketing
|
|
$
|
336,854
|
|
|
100.0
|
%
|
|
$
|
768,472
|
|
|
100.0
|
%
|
|
$
|
290,569
|
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Income (loss) from operations
|
|
$
|
98,701
|
|
|
$
|
(233,386
|
)
|
|
$
|
(420,344
|
)
|
Adjustments:
|
|
|
|
|
|
|
||||||
Stock-based compensation
(1)
|
|
104,117
|
|
|
93,590
|
|
|
36,168
|
|
|||
Acquisition-related expense (benefit), net
(2)
|
|
897
|
|
|
(4,537
|
)
|
|
203,183
|
|
|||
Total adjustments
|
|
105,014
|
|
|
89,053
|
|
|
239,351
|
|
|||
Operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net
|
|
$
|
203,715
|
|
|
$
|
(144,333
|
)
|
|
$
|
(180,993
|
)
|
(1)
|
Represents stock-based compensation expense recorded within "Selling, general and administrative," "Cost of revenue," and "Marketing" on the consolidated statements of operations.
|
(2)
|
Represents changes in the fair value of contingent consideration related to acquisitions made by the Company.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
266,834
|
|
|
$
|
290,447
|
|
|
$
|
86,885
|
|
Less: purchases of property and equipment and capitalized software
|
|
(95,836
|
)
|
|
(43,811
|
)
|
|
(14,681
|
)
|
|||
Free cash flow
|
|
$
|
170,998
|
|
|
$
|
246,636
|
|
|
$
|
72,204
|
|
|
|
|
|
|
|
|
||||||
Net cash used in investing activities
|
|
$
|
(194,979
|
)
|
|
$
|
(147,433
|
)
|
|
$
|
(11,879
|
)
|
Net cash provided by financing activities
|
|
$
|
12,095
|
|
|
$
|
867,205
|
|
|
$
|
30,445
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
266,834
|
|
|
$
|
290,447
|
|
|
$
|
86,885
|
|
Investing activities
|
|
(194,979
|
)
|
|
(147,433
|
)
|
|
(11,879
|
)
|
|||
Financing activities
|
|
12,095
|
|
|
867,205
|
|
|
30,445
|
|
|||
Effect of changes in exchange rates on cash and cash equivalents
|
|
2,404
|
|
|
(6,117
|
)
|
|
1,069
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
86,354
|
|
|
$
|
1,004,102
|
|
|
$
|
106,520
|
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Capital lease obligations
(1)
|
$
|
1,169
|
|
|
$
|
390
|
|
|
$
|
390
|
|
|
$
|
389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
114,139
|
|
|
30,598
|
|
|
22,713
|
|
|
16,581
|
|
|
14,825
|
|
|
11,138
|
|
|
18,284
|
|
|||||||
Purchase obligations
(3)
|
28,275
|
|
|
21,131
|
|
|
6,049
|
|
|
735
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|||||||
Contingent consideration
(4)
|
7,127
|
|
|
718
|
|
|
6,409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
150,710
|
|
|
$
|
52,837
|
|
|
$
|
35,561
|
|
|
$
|
17,705
|
|
|
$
|
15,185
|
|
|
$
|
11,138
|
|
|
$
|
18,284
|
|
(1)
|
Capital lease obligations include both principal and interest components of future minimum capital lease payments.
|
(2)
|
Operating lease obligations are for office facilities and are non-cancelable. Certain leases contain periodic rent escalation adjustments and renewal and expansion options. Operating lease obligations expire at various dates with the latest maturity in 2022.
|
(3)
|
Purchase obligations primarily represent non-cancelable contractual obligations related to sales and information technology support services.
|
(4)
|
Contingent consideration represents our best estimate of the cash payments we will be obligated to make under contingent consideration arrangements with former owners of certain entities we acquired if specified operating objectives and financial results are achieved by those acquired entities. Our maximum cash payments under those arrangements are as follows: $0.7 million in 2013 and $14.0 million in 2014.
|
•
|
Fair Value of Our Common Stock.
Prior to our initial public offering in November 2011, our stock had not been publicly traded and we estimated the fair value of common stock as discussed in "Common Stock Valuations" below.
|
•
|
Expected Term.
The expected term represents the period of time the stock options are expected to be outstanding and was based on the "simplified method" allowed under SEC guidance. We used the "simplified method" due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options.
|
•
|
Volatility.
Because we did not have a trading history prior to November 2011 for our common stock, the expected stock price volatility was estimated by taking the average historic price volatility for publicly-traded options of comparable industry peers similar in size, stage of life cycle and financial leverage, based on daily price observations over a period equivalent to the expected term of the stock option grants. We did not rely on implied volatilities of traded options in our industry peers' common stock because the volume of activity was relatively low.
|
•
|
Risk-free Interest Rate.
The risk-free interest rate was based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.
|
•
|
Dividend Yield.
We do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.
|
|
|
2011
|
|
2010
|
Dividend yield
|
|
—%
|
|
—%
|
Risk-free interest rate
|
|
1.79%
|
|
2.58%
|
Expected term (in years)
|
|
4.47
|
|
6.13
|
Expected volatility
|
|
44%
|
|
46%
|
•
|
the prices, rights, preferences and privileges of our preferred stock relative to the common stock;
|
•
|
the prices of our preferred stock sold to outside investors in arms-length transactions;
|
•
|
our operating and financial performance;
|
•
|
current business conditions and projections;
|
•
|
the hiring of key personnel;
|
•
|
the history of our company and the introduction of new products and services;
|
•
|
our stage of development;
|
•
|
the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions;
|
•
|
any adjustment necessary to recognize a lack of marketability for our common stock;
|
•
|
the market performance of comparable publicly-traded companies; and
|
•
|
the U.S. and global capital market conditions.
|
Three Months Ended
|
Shares Underlying
Options |
|
Weighted Average
Exercise Price ($) |
||
March 31, 2008
|
—
|
|
|
—
|
|
June 30, 2008
|
60,000
|
|
|
0.015
|
|
September 30, 2008
|
960,000
|
|
|
0.015
|
|
December 31, 2008
|
1,200,000
|
|
|
0.015
|
|
March 31, 2009
|
600,000
|
|
|
0.025
|
|
June 30, 2009
|
5,628,000
|
|
|
0.045
|
|
September 30, 2009
|
6,516,000
|
|
|
0.080
|
|
December 31, 2009
|
1,746,000
|
|
|
0.255
|
|
March 31, 2010
|
11,250,000
|
|
|
1.210
|
|
June 30, 2010
|
2,242,800
|
|
|
1.675
|
|
September 30, 2010
|
3,736,400
|
|
|
2.245
|
|
December 31, 2010
|
301,200
|
|
|
3.475
|
|
March 31, 2011
|
120,000
|
|
|
7.900
|
|
June 30, 2011
(1)
|
38,000
|
|
|
0.015
|
|
(1)
|
The 38,000 options granted in the three months ended June 30, 2011 have an exercise price of $0.015 because they were granted as part of a settlement agreement with a former employee. The exercise price of these options represents the fair value of the stock when the employee left the Company.
|
Groupon, Inc.
Consolidated Financial Statements
As of December 31, 2012 and 2011 and for the Years Ended December 31, 2012, 2011 and 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,209,289
|
|
|
$
|
1,122,935
|
|
Accounts receivable, net
|
96,713
|
|
|
108,747
|
|
||
Deferred income taxes
|
31,211
|
|
|
19,243
|
|
||
Prepaid expenses and other current assets
|
150,573
|
|
|
72,402
|
|
||
Total current assets
|
1,487,786
|
|
|
1,323,327
|
|
||
Property, equipment and software, net
|
121,072
|
|
|
51,800
|
|
||
Goodwill
|
206,684
|
|
|
166,903
|
|
||
Intangible assets, net
|
42,597
|
|
|
45,667
|
|
||
Investments
|
84,209
|
|
|
50,604
|
|
||
Deferred income taxes, non-current
|
29,916
|
|
|
46,104
|
|
||
Other non-current assets
|
59,210
|
|
|
90,071
|
|
||
Total Assets
|
$
|
2,031,474
|
|
|
$
|
1,774,476
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
59,865
|
|
|
$
|
40,918
|
|
Accrued merchant and supplier payables
|
671,305
|
|
|
520,723
|
|
||
Accrued expenses
|
246,924
|
|
|
212,007
|
|
||
Deferred income taxes
|
53,700
|
|
|
76,841
|
|
||
Other current liabilities
|
136,647
|
|
|
144,673
|
|
||
Total current liabilities
|
1,168,441
|
|
|
995,162
|
|
||
Deferred income taxes, non-current
|
20,860
|
|
|
7,428
|
|
||
Other non-current liabilities
|
100,072
|
|
|
70,766
|
|
||
Total Liabilities
|
1,289,373
|
|
|
1,073,356
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
||||
Redeemable noncontrolling interests
|
—
|
|
|
1,653
|
|
||
Stockholders' Equity
|
|
|
|
||||
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 654,523,706 and 641,745,225 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
65
|
|
|
64
|
|
||
Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2012 and 2011
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at December 31, 2012 and 2011
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,485,006
|
|
|
1,388,253
|
|
||
Accumulated deficit
|
(753,477
|
)
|
|
(698,704
|
)
|
||
Accumulated other comprehensive income
|
12,446
|
|
|
12,928
|
|
||
Total Groupon, Inc. Stockholders' Equity
|
744,040
|
|
|
702,541
|
|
||
Noncontrolling interests
|
(1,939
|
)
|
|
(3,074
|
)
|
||
Total Equity
|
742,101
|
|
|
699,467
|
|
||
Total Liabilities and Equity
|
$
|
2,031,474
|
|
|
$
|
1,774,476
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Third party and other revenue
|
$
|
1,879,729
|
|
|
$
|
1,589,604
|
|
|
$
|
312,941
|
|
Direct revenue
|
454,743
|
|
|
20,826
|
|
|
—
|
|
|||
Total revenue
|
2,334,472
|
|
|
1,610,430
|
|
|
312,941
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Third party and other revenue
|
297,739
|
|
|
243,789
|
|
|
42,896
|
|
|||
Direct revenue
|
421,201
|
|
|
15,090
|
|
|
—
|
|
|||
Total cost of revenue
|
718,940
|
|
|
258,879
|
|
|
42,896
|
|
|||
Gross profit
|
1,615,532
|
|
|
1,351,551
|
|
|
270,045
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Marketing
|
336,854
|
|
|
768,472
|
|
|
290,569
|
|
|||
Selling, general and administrative
|
1,179,080
|
|
|
821,002
|
|
|
196,637
|
|
|||
Acquisition-related expense (benefit), net
|
897
|
|
|
(4,537
|
)
|
|
203,183
|
|
|||
Total operating expenses
|
1,516,831
|
|
|
1,584,937
|
|
|
690,389
|
|
|||
Income (loss) from operations
|
98,701
|
|
|
(233,386
|
)
|
|
(420,344
|
)
|
|||
Interest and other income, net
|
6,166
|
|
|
5,973
|
|
|
284
|
|
|||
Loss on equity method investees
|
(9,925
|
)
|
|
(26,652
|
)
|
|
—
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
94,942
|
|
|
(254,065
|
)
|
|
(420,060
|
)
|
|||
Provision (benefit) for income taxes
|
145,973
|
|
|
43,697
|
|
|
(6,674
|
)
|
|||
Net loss
|
(51,031
|
)
|
|
(297,762
|
)
|
|
(413,386
|
)
|
|||
Less: Net (income) loss attributable to noncontrolling interests
|
(3,742
|
)
|
|
18,335
|
|
|
23,746
|
|
|||
Net loss attributable to Groupon, Inc.
|
(54,773
|
)
|
|
(279,427
|
)
|
|
(389,640
|
)
|
|||
Dividends on preferred stock
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|||
Redemption of preferred stock in excess of carrying value
|
—
|
|
|
(34,327
|
)
|
|
(52,893
|
)
|
|||
Adjustment of redeemable noncontrolling interests to redemption value
|
(12,604
|
)
|
|
(59,740
|
)
|
|
(12,425
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(67,377
|
)
|
|
$
|
(373,494
|
)
|
|
$
|
(456,320
|
)
|
|
|
|
|
|
|
||||||
Net loss per share
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.33
|
)
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.33
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
|
|
|
|
|
|
||||||
Basic
|
650,214,119
|
|
|
362,261,324
|
|
|
342,698,772
|
|
|||
Diluted
|
650,214,119
|
|
|
362,261,324
|
|
|
342,698,772
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net loss
|
$
|
(51,031
|
)
|
|
$
|
(297,762
|
)
|
|
$
|
(413,386
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
425
|
|
|
3,053
|
|
|
9,875
|
|
|||
Unrealized gain on available-for-sale debt security
|
53
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income
|
478
|
|
|
3,053
|
|
|
9,875
|
|
|||
Comprehensive loss
|
(50,553
|
)
|
|
(294,709
|
)
|
|
(403,511
|
)
|
|||
Less: Comprehensive (income) loss attributable to noncontrolling interests
|
(4,702
|
)
|
|
18,335
|
|
|
23,746
|
|
|||
Comprehensive loss attributable to Groupon, Inc.
|
$
|
(55,255
|
)
|
|
$
|
(276,374
|
)
|
|
$
|
(379,765
|
)
|
|
Groupon, Inc. Stockholders' Equity
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Series B, D, E, F,
and G Preferred Stock |
|
Class A and Class B Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Stockholder Receivable
|
|
Accumulated Deficit
|
|
Accumulated Other Comp. Income
|
|
Total Groupon Inc. Stockholder's Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2009
|
—
|
|
|
$
|
—
|
|
|
345,892,992
|
|
|
$
|
3
|
|
|
—
|
|
|
—
|
|
|
$
|
(144
|
)
|
|
$
|
(29,828
|
)
|
|
$
|
—
|
|
|
$
|
(29,969
|
)
|
|
$
|
—
|
|
|
$
|
(29,969
|
)
|
|
|||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389,640
|
)
|
|
—
|
|
|
(389,640
|
)
|
|
(1,530
|
)
|
(1)
|
(391,170
|
)
|
(1)
|
|||||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,875
|
|
|
9,875
|
|
|
—
|
|
|
9,875
|
|
|
|||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,425
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,425
|
)
|
|
—
|
|
|
(12,425
|
)
|
|
|||||||||||
Stock issued in connection with business combinations and to settle contingent consideration
|
—
|
|
|
—
|
|
|
86,234,312
|
|
|
1
|
|
|
—
|
|
|
348,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348,017
|
|
|
—
|
|
|
348,017
|
|
|
|||||||||||
Proceeds from issuance of stock, net of issuance costs
|
18,447,676
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584,658
|
|
|
—
|
|
|
584,658
|
|
|
|||||||||||
Exercise of stock options, net of tax benefits
|
—
|
|
|
—
|
|
|
2,428,664
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
227
|
|
|
|||||||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
165,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,160
|
|
|
—
|
|
|
22,160
|
|
|
|||||||||||
Redemption of preferred stock
|
(580,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,003
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,003
|
)
|
|
—
|
|
|
(55,003
|
)
|
|
|||||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(93,328,656
|
)
|
|
—
|
|
|
(503,173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(503,173
|
)
|
|
—
|
|
|
(503,173
|
)
|
|
|||||||||||
Reclassification of redeemable preferred stock
|
11,166,332
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,712
|
|
|
—
|
|
|
34,712
|
|
|
|||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
—
|
|
|
(1,362
|
)
|
|
|||||||||||
Balance at December 31, 2010
|
29,033,624
|
|
|
$
|
3
|
|
|
341,392,312
|
|
|
$
|
4
|
|
|
$
|
(503,173
|
)
|
|
$
|
921,122
|
|
|
$
|
(286
|
)
|
|
$
|
(419,468
|
)
|
|
$
|
9,875
|
|
|
$
|
8,077
|
|
|
$
|
(1,530
|
)
|
|
$
|
6,547
|
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279,427
|
)
|
|
—
|
|
|
(279,427
|
)
|
|
2,974
|
|
(1)
|
$
|
(276,453
|
)
|
(1)
|
||||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3,053
|
|
|
3,053
|
|
|
—
|
|
|
3,053
|
|
|
||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,740
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,740
|
)
|
|
—
|
|
|
(59,740
|
)
|
|
|||||||||||
Stock issued in connection with business combinations and equity method investment
|
—
|
|
|
—
|
|
|
3,658,798
|
|
|
—
|
|
|
—
|
|
|
55,147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,147
|
|
|
—
|
|
|
55,147
|
|
|
|||||||||||
Restricted stock issued in connection with business combinations
|
—
|
|
|
—
|
|
|
366,964
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
—
|
|
|
1,143
|
|
|
|||||||||||
Proceeds from issuance of stock, net of issuance costs
|
15,827,796
|
|
|
2
|
|
|
42,431,660
|
|
|
4
|
|
|
—
|
|
|
1,253,901
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
1,254,051
|
|
|
—
|
|
|
1,254,051
|
|
|
|||||||||||
Exercise of stock options, net of tax benefits
|
—
|
|
|
—
|
|
|
4,990,665
|
|
|
—
|
|
|
—
|
|
|
2,729
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
2,871
|
|
|
—
|
|
|
2,871
|
|
|
|||||||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
1,070,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
-
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Tax withholding related to net share settlements of restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,200
|
)
|
|
—
|
|
|
(4,200
|
)
|
|
Vesting of performance stock units
|
—
|
|
|
—
|
|
|
960,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,979
|
|
|
—
|
|
|
88,979
|
|
|
|||||||||||
Redemption of preferred stock
|
(370,401
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,003
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,003
|
)
|
|
—
|
|
|
(35,003
|
)
|
|
|||||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(45,090,184
|
)
|
|
—
|
|
|
(353,768
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(353,768
|
)
|
|
—
|
|
|
(353,768
|
)
|
|
||||||||||||
Purchase of additional interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
1,454,838
|
|
|
—
|
|
|
—
|
|
|
13,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,981
|
|
|
1,007
|
|
|
14,988
|
|
|
|||||||||||
Return of common stock
|
—
|
|
|
—
|
|
|
(400,000
|
)
|
|
—
|
|
|
—
|
|
|
(4,916
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,916
|
)
|
|
—
|
|
|
(4,916
|
)
|
|
|||||||||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,051
|
|
|
—
|
|
|
12,051
|
|
|
|||||||||||
Recapitalization of outstanding shares to Class A and Class B common stock
|
(44,491,019
|
)
|
|
(5
|
)
|
|
293,309,716
|
|
|
56
|
|
|
808,666
|
|
|
(808,666
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
|||||||||||
Reclassification of dividends paid on redemption of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,275
|
|
|
(48,275
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Forfeiture of dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
191
|
|
|
||||||||||||
Partnership distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,525
|
)
|
|
(5,525
|
)
|
|
|||||||||||
Balance at December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
644,145,201
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
1,388,253
|
|
|
$
|
—
|
|
|
$
|
(698,704
|
)
|
|
$
|
12,928
|
|
|
$
|
702,541
|
|
|
$
|
(3,074
|
)
|
|
$
|
699,467
|
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,773
|
)
|
|
—
|
|
|
(54,773
|
)
|
|
3,748
|
|
(1)
|
(51,025
|
)
|
(1)
|
|||||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(535
|
)
|
|
(535
|
)
|
|
960
|
|
|
425
|
|
|
|||||||||||
Unrealized gain on available-for-sale debt security, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
|||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,604
|
)
|
|
—
|
|
|
(12,604
|
)
|
|
|||||||||||
Restricted stock issued to employees in connection with business combinations
|
—
|
|
|
—
|
|
|
152,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Purchase of additional interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
51,000
|
|
|
—
|
|
|
—
|
|
|
(2,584
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,584
|
)
|
|
739
|
|
|
(1,845
|
)
|
|
|||||||||||
Shares issued to settle liability-classified awards and contingent consideration
|
—
|
|
|
—
|
|
|
660,539
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
|
—
|
|
|
2,503
|
|
|
|||||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
9,025,164
|
|
|
1
|
|
|
—
|
|
|
9,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,313
|
|
|
—
|
|
|
9,313
|
|
|
|||||||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
4,452,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Tax withholding related to net share settlements of stock options and restricted stock units
|
—
|
|
|
—
|
|
|
(1,563,647
|
)
|
|
—
|
|
|
—
|
|
|
(14,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,918
|
)
|
|
—
|
|
|
(14,918
|
)
|
|
|||||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,781
|
|
—
|
|
—
|
|
|
93,781
|
|
|
||||||||||
Excess tax benefits, net of shortfalls, on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,263
|
|
|
—
|
|
|
21,263
|
|
|
|||||||||||
Partnership distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,312
|
)
|
|
(4,312
|
)
|
|
|||||||||||
Balance at December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
656,923,682
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
1,485,006
|
|
|
$
|
—
|
|
|
$
|
(753,477
|
)
|
|
$
|
12,446
|
|
|
$
|
744,040
|
|
|
$
|
(1,939
|
)
|
|
$
|
742,101
|
|
|
(1)
|
Excludes less than
$0.1 million
,
$21.3 million
and
$22.2 million
attributable to redeemable noncontrolling interests for the
years ended December 31, 2012, 2011 and 2010
, respectively, which are reported outside of permanent equity on the consolidated balance sheets.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(51,031
|
)
|
|
$
|
(297,762
|
)
|
|
$
|
(413,386
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
55,801
|
|
|
32,055
|
|
|
12,952
|
|
|||
Stock-based compensation
|
104,117
|
|
|
93,590
|
|
|
36,168
|
|
|||
Deferred income taxes
|
(7,651
|
)
|
|
32,203
|
|
|
(7,349
|
)
|
|||
Excess tax benefits on stock-based compensation
|
(27,023
|
)
|
|
(10,178
|
)
|
|
(32
|
)
|
|||
Loss on equity method investees
|
9,925
|
|
|
26,652
|
|
|
—
|
|
|||
Non-cash interest expense
|
—
|
|
|
—
|
|
|
106
|
|
|||
Acquisition-related expense (benefit), net
|
897
|
|
|
(4,537
|
)
|
|
203,183
|
|
|||
Gain on return of common stock
|
—
|
|
|
(4,916
|
)
|
|
—
|
|
|||
Gain on E-Commerce transaction
|
(56,032
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of cost method investment
|
50,553
|
|
|
—
|
|
|
—
|
|
|||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Restricted cash
|
(4,372
|
)
|
|
(12,519
|
)
|
|
—
|
|
|||
Accounts receivable
|
10,534
|
|
|
(70,376
|
)
|
|
(34,905
|
)
|
|||
Prepaid expenses and other current assets
|
(70,859
|
)
|
|
(36,292
|
)
|
|
(2,467
|
)
|
|||
Accounts payable
|
18,711
|
|
|
(20,997
|
)
|
|
50,835
|
|
|||
Accrued merchant and supplier payables
|
149,918
|
|
|
380,108
|
|
|
149,044
|
|
|||
Accrued expenses and other current liabilities
|
47,742
|
|
|
189,127
|
|
|
94,592
|
|
|||
Other, net
|
35,604
|
|
|
(5,711
|
)
|
|
(1,856
|
)
|
|||
Net cash provided by operating activities
|
266,834
|
|
|
290,447
|
|
|
86,885
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment and capitalized software
|
(95,836
|
)
|
|
(43,811
|
)
|
|
(14,681
|
)
|
|||
Acquisitions of businesses, net of acquired cash
|
(46,890
|
)
|
|
(14,400
|
)
|
|
3,816
|
|
|||
Purchases of intangible assets
|
(600
|
)
|
|
(14,517
|
)
|
|
(922
|
)
|
|||
Purchases of additional interests in consolidated subsidiaries
|
(14,130
|
)
|
|
(42,663
|
)
|
|
—
|
|
|||
Purchases of investments
|
(37,523
|
)
|
|
(32,042
|
)
|
|
—
|
|
|||
Changes in restricted cash
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||
Net cash used in investing activities
|
(194,979
|
)
|
|
(147,433
|
)
|
|
(11,879
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of stock, net of issuance costs
|
—
|
|
|
1,266,392
|
|
|
584,658
|
|
|||
Excess tax benefits on stock-based compensation
|
27,023
|
|
|
10,178
|
|
|
32
|
|
|||
Tax withholdings related to net share settlements of restricted stock units
|
(12,996
|
)
|
|
(3,770
|
)
|
|
—
|
|
|||
Payments of contingent consideration liabilities
|
(4,700
|
)
|
|
—
|
|
|
—
|
|
|||
Loans from related parties
|
—
|
|
|
—
|
|
|
5,035
|
|
|||
Repayments of loans with related parties
|
—
|
|
|
(14,358
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
(353,768
|
)
|
|
(503,173
|
)
|
|||
Dividends paid on common and preferred stock
|
—
|
|
|
—
|
|
|
(1,299
|
)
|
|||
Proceeds from exercise of stock options
|
9,313
|
|
|
3,008
|
|
|
195
|
|
|||
Conversion of preferred stock
|
—
|
|
|
51
|
|
|
—
|
|
|||
Partnership distributions to noncontrolling interest holders
|
(4,312
|
)
|
|
(5,525
|
)
|
|
—
|
|
|||
Settlements of purchase price obligations related to acquisitions
|
(2,233
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(35,003
|
)
|
|
(55,003
|
)
|
|||
Net cash provided by financing activities
|
12,095
|
|
|
867,205
|
|
|
30,445
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
2,404
|
|
|
(6,117
|
)
|
|
1,069
|
|
|||
Net increase in cash and cash equivalents
|
86,354
|
|
|
1,004,102
|
|
|
106,520
|
|
|||
Cash and cash equivalents, beginning of period
|
1,122,935
|
|
|
118,833
|
|
|
12,313
|
|
|||
Cash and cash equivalents, end of the period
|
$
|
1,209,289
|
|
|
$
|
1,122,935
|
|
|
$
|
118,833
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Income tax payments
|
$
|
126,987
|
|
|
$
|
1,635
|
|
|
$
|
140
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
Issuance of common stock in connection with acquisitions
|
$
|
—
|
|
|
$
|
11,067
|
|
|
$
|
80,200
|
|
Contingent consideration in connection with acquisitions
|
$
|
3,400
|
|
|
$
|
17,755
|
|
|
$
|
63,180
|
|
Issuance of non-voting common stock in connection with investments in equity interests
|
$
|
—
|
|
|
$
|
45,218
|
|
|
$
|
—
|
|
Shares issued in exchange for additional interests in consolidated subsidiaries
|
$
|
527
|
|
|
$
|
10,400
|
|
|
$
|
—
|
|
Other current liabilities related to purchases of additional interests in consolidated subsidiaries
|
$
|
1,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contribution of investment in E-Commerce transaction
|
$
|
47,042
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equipment acquired under capital lease obligations
|
$
|
1,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shares issued to settle liability-classified awards
|
$
|
2,267
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shares issued to settle contingent consideration
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
266,128
|
|
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software
|
$
|
1,891
|
|
|
$
|
1,972
|
|
|
$
|
2,379
|
|
Fair Value of Consideration Transferred
|
|
Fair Value
|
||
Cash
|
|
$
|
49,013
|
|
Purchase price obligations
|
|
2,485
|
|
|
Contingent consideration
|
|
3,400
|
|
|
Total
|
|
$
|
54,898
|
|
Net working capital (including acquired cash of $2.1 million)
|
|
$
|
1,750
|
|
Property and equipment
|
|
165
|
|
|
Goodwill
|
|
39,170
|
|
|
Intangible assets
(1)
:
|
|
|
||
Subscriber relationships
|
|
170
|
|
|
Merchant relationships
|
|
1,500
|
|
|
Developed technology
|
|
14,350
|
|
|
Deferred tax liability
|
|
(2,207
|
)
|
|
Total purchase price
|
$
|
54,898
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
1
and
5
years.
|
Fair Value of Consideration Transferred and Noncontrolling Interests
|
|
Fair Value
|
||
Cash
|
|
$
|
18,313
|
|
Issuance of shares of the Company's non-voting common stock
|
|
11,067
|
|
|
Contingent consideration
|
|
17,755
|
|
|
Noncontrolling interests
|
|
593
|
|
|
Total
|
|
$
|
47,728
|
|
Net working capital (including cash of $3.9 million)
|
|
$
|
3,734
|
|
Property and equipment
|
|
132
|
|
|
Goodwill
|
|
36,539
|
|
|
Intangible assets
(1)
:
|
|
|
||
Subscriber relationships
|
|
5,990
|
|
|
Developed technology
|
|
3,547
|
|
|
Trade names
|
|
370
|
|
|
Deferred tax liability
|
|
(2,584
|
)
|
|
Total purchase price
|
|
$
|
47,728
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
1
and
5
years.
|
Net working capital (including cash of $11.0 million)
|
|
$
|
10,384
|
|
|
Property and equipment
|
|
31
|
|
||
Goodwill
|
|
7,031
|
|
||
Intangible assets
(1)
:
|
|
|
|||
|
Subscriber relationships
|
|
1,000
|
|
|
|
Merchant relationships
|
|
200
|
|
|
|
Developed technology
|
|
60
|
|
|
|
Trade names
|
|
20
|
|
|
Total purchase price
|
|
$
|
18,726
|
|
|
|
Pro Forma
Combined
2010
|
||
Revenue
|
|
$
|
312,984
|
|
Loss from operations
|
|
$
|
(422,256
|
)
|
|
|
|
||
Net loss
|
|
(415,331
|
)
|
|
Less: Net loss attributable to noncontrolling interests
|
|
23,746
|
|
|
Net loss attributable to Groupon, Inc.
|
|
$
|
(391,585
|
)
|
Net working capital (including cash of $6.4 million)
|
|
$
|
7,331
|
|
|
Property and equipment
|
|
746
|
|
||
Goodwill
|
|
94,992
|
|
||
Intangible assets
(1)
:
|
|
|
|||
|
Subscriber relationships
|
|
28,438
|
|
|
|
Merchant relationships
|
|
5,786
|
|
|
|
Developed technology
|
|
985
|
|
|
|
Trade names
|
|
5,048
|
|
|
Deferred tax liability
|
|
(9,344
|
)
|
||
Due to related party
|
|
(7,962
|
)
|
||
Total purchase price
|
|
$
|
126,020
|
|
|
|
Pro Forma
Combined
2010
|
||
Revenue
|
|
$
|
314,426
|
|
Loss from operations
|
|
$
|
(448,861
|
)
|
|
|
|
||
Net loss
|
|
$
|
(442,146
|
)
|
Less: Net loss attributable to noncontrolling interests
|
|
27,986
|
|
|
Net loss attributable to Groupon, Inc.
|
|
$
|
(414,160
|
)
|
Net working capital (including cash of $14.1 million)
|
|
$
|
11,544
|
|
|
Property and equipment
|
|
266
|
|
||
Goodwill
|
|
21,464
|
|
||
Intangible assets
(1)
:
|
|
|
|||
|
Subscriber relationships
|
|
4,390
|
|
|
|
Merchant relationships
|
|
290
|
|
|
|
Developed technology
|
|
920
|
|
|
|
Trade names
|
|
110
|
|
|
Total purchase price
|
|
$
|
38,984
|
|
|
|
North America
|
|
International
|
|
Consolidated
|
||||||
Balance as of December 31, 2010
|
|
$
|
19,605
|
|
|
$
|
112,433
|
|
|
$
|
132,038
|
|
Goodwill related to acquisitions
|
|
21,126
|
|
|
15,413
|
|
|
36,539
|
|
|||
Other adjustments
(1)
|
|
—
|
|
|
(1,674
|
)
|
|
(1,674
|
)
|
|||
Balance as of December 31, 2011
|
|
$
|
40,731
|
|
|
$
|
126,172
|
|
|
$
|
166,903
|
|
Goodwill related to acquisitions
|
|
39,170
|
|
|
—
|
|
|
39,170
|
|
|||
Other adjustments
(1)
|
|
(625
|
)
|
|
1,236
|
|
|
611
|
|
|||
Balance as of December 31, 2012
|
|
$
|
79,276
|
|
|
$
|
127,408
|
|
|
$
|
206,684
|
|
(1)
|
Includes changes in foreign exchange rates for goodwill and purchase accounting adjustments.
|
|
|
As of December 31, 2012
|
||||||||||||
Asset Category
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted-Average Remaining Useful Life (in years)
|
||||||
Subscriber relationships
|
|
$
|
42,075
|
|
|
$
|
21,356
|
|
|
$
|
20,719
|
|
|
2.5
|
Merchant relationships
|
|
8,187
|
|
|
6,873
|
|
|
1,314
|
|
|
1.0
|
|||
Trade names
|
|
6,490
|
|
|
5,900
|
|
|
590
|
|
|
2.0
|
|||
Developed technology
|
|
20,000
|
|
|
10,994
|
|
|
9,006
|
|
|
1.2
|
|||
Other intangible assets
|
|
15,601
|
|
|
4,633
|
|
|
10,968
|
|
|
3.5
|
|||
Total
|
|
$
|
92,353
|
|
|
$
|
49,756
|
|
|
$
|
42,597
|
|
|
2.4
|
|
|
As of December 31, 2011
|
||||||||||||
Asset Category
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted-Average Remaining Useful Life (in years)
|
||||||
Subscriber relationships
|
|
$
|
41,272
|
|
|
$
|
12,882
|
|
|
$
|
28,390
|
|
|
3.5
|
Merchant relationships
|
|
6,600
|
|
|
6,600
|
|
|
—
|
|
|
0.0
|
|||
Trade names
|
|
5,801
|
|
|
5,801
|
|
|
—
|
|
|
0.0
|
|||
Developed technology
|
|
5,583
|
|
|
2,151
|
|
|
3,432
|
|
|
1.5
|
|||
Other intangible assets
|
|
15,420
|
|
|
1,575
|
|
|
13,845
|
|
|
4.7
|
|||
Total
|
|
$
|
74,676
|
|
|
$
|
29,009
|
|
|
$
|
45,667
|
|
|
3.7
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Furniture and fixtures
|
|
$
|
12,853
|
|
|
$
|
8,579
|
|
Leasehold improvements
|
|
28,778
|
|
|
14,999
|
|
||
Office and telephone equipment
|
|
6,804
|
|
|
4,695
|
|
||
Purchased software
|
|
14,480
|
|
|
7,744
|
|
||
Computer hardware and other
(1)
|
|
67,862
|
|
|
25,617
|
|
||
Internally-developed software
|
|
36,531
|
|
|
4,793
|
|
||
Total property, equipment and software, gross
|
|
167,308
|
|
|
66,427
|
|
||
Less: accumulated depreciation and amortization
|
|
(46,236
|
)
|
|
(14,627
|
)
|
||
Property, equipment and software, net
|
|
$
|
121,072
|
|
|
$
|
51,800
|
|
|
|
December 31, 2012
|
|
Percent Ownership of Common and Preferred Stock
|
|
December 31, 2011
|
|
Percent Ownership of Common Stock
|
|||||||||
Cost method investments:
|
|
|
|
|
|
|
|
|
|||||||||
Life Media Limited
|
|
$
|
77,521
|
|
|
19
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|||
Other cost method investments
|
|
1,867
|
|
|
6
|
%
|
to
|
19
|
%
|
|
—
|
|
|
N/A
|
|
||
Equity method investments:
|
|
|
|
|
|
|
|
|
|||||||||
E-Commerce King Limited
|
|
—
|
|
|
—
|
%
|
|
49,395
|
|
|
49
|
%
|
|||||
Other equity method investments
|
|
1,734
|
|
|
21
|
%
|
to
|
50
|
%
|
|
1,209
|
|
|
50
|
%
|
||
Total investments in equity interests
|
|
$
|
81,122
|
|
|
|
|
$
|
50,604
|
|
|
|
|||||
Available-for-sale debt security
|
|
3,087
|
|
|
|
|
—
|
|
|
|
|||||||
Total investments
|
|
$
|
84,209
|
|
|
|
|
$
|
50,604
|
|
|
|
|
|
Capital leases
|
|
Operating leases
|
||||
2013
|
|
$
|
390
|
|
|
$
|
30,598
|
|
2014
|
|
390
|
|
|
22,713
|
|
||
2015
|
|
389
|
|
|
16,581
|
|
||
2016
|
|
—
|
|
|
14,825
|
|
||
2017
|
|
—
|
|
|
11,138
|
|
||
Thereafter
|
|
—
|
|
|
18,284
|
|
||
Total minimum lease payments
|
|
1,169
|
|
|
$
|
114,139
|
|
|
Less amount representing interest
|
|
(46
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
|
1,123
|
|
|
|
|||
Less current portion of capital lease obligations
|
|
(365
|
)
|
|
|
|||
Total long-term capital lease obligations
|
|
$
|
758
|
|
|
|
2013
|
|
$
|
21,131
|
|
2014
|
|
6,049
|
|
|
2015
|
|
735
|
|
|
2016
|
|
360
|
|
|
2017
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
|
|
$
|
28,275
|
|
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest income (expense), net
|
$
|
1,702
|
|
|
$
|
110
|
|
|
$
|
(240
|
)
|
Gain on E-Commerce transaction
|
56,032
|
|
|
—
|
|
|
—
|
|
|||
Impairment of cost method investment
|
(50,553
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on return of common stock
|
—
|
|
|
4,916
|
|
|
—
|
|
|||
Foreign exchange and other
|
(1,015
|
)
|
|
947
|
|
|
524
|
|
|||
Total interest and other income, net
|
$
|
6,166
|
|
|
$
|
5,973
|
|
|
$
|
284
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Current portion of unamortized tax effects on intercompany transactions
|
$
|
37,589
|
|
|
$
|
33,271
|
|
Inventories
|
39,733
|
|
|
6,070
|
|
||
Prepaid expenses
|
20,964
|
|
|
13,666
|
|
||
Restricted cash
|
16,507
|
|
|
12,128
|
|
||
VAT and other taxes receivable
|
16,439
|
|
|
1,276
|
|
||
Prepayments of inventory purchases and other
|
19,341
|
|
|
5,991
|
|
||
Total prepaid expenses and other current assets
|
$
|
150,573
|
|
|
$
|
72,402
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Marketing
|
$
|
11,237
|
|
|
$
|
33,472
|
|
Refunds reserve
|
69,209
|
|
|
67,452
|
|
||
Payroll and benefits
|
61,557
|
|
|
36,404
|
|
||
Subscriber credits
|
58,977
|
|
|
36,144
|
|
||
Professional fees
|
16,938
|
|
|
18,656
|
|
||
Other
|
29,006
|
|
|
19,879
|
|
||
Total accrued expenses
|
$
|
246,924
|
|
|
$
|
212,007
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Income taxes payable
|
$
|
33,887
|
|
|
$
|
70,861
|
|
VAT and sales tax payable
|
55,728
|
|
|
50,554
|
|
||
Deferred revenue
|
25,780
|
|
|
2,633
|
|
||
Other
|
21,252
|
|
|
20,625
|
|
||
Total other current liabilities
|
$
|
136,647
|
|
|
$
|
144,673
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Long-term tax liabilities
|
$
|
77,553
|
|
|
$
|
55,127
|
|
Deferred rent
|
9,162
|
|
|
4,717
|
|
||
Other
|
13,357
|
|
|
10,922
|
|
||
Total other non-current liabilities
|
$
|
100,072
|
|
|
$
|
70,766
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Foreign currency translation adjustments
|
$
|
12,393
|
|
|
$
|
12,928
|
|
Unrealized gain on available-for-sale debt security
|
53
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
$
|
12,446
|
|
|
$
|
12,928
|
|
|
|
Options
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands) (1) |
|||
Outstanding at December 31, 2011
|
|
17,870,713
|
|
|
$1.12
|
|
8.06
|
|
$
|
348,743
|
|
Exercised
|
|
(9,025,164
|
)
|
|
$1.04
|
|
|
|
|
||
Forfeited
|
|
(1,104,270
|
)
|
|
$1.90
|
|
|
|
|
||
Expired
|
|
(27,858
|
)
|
|
$1.85
|
|
|
|
|
||
Outstanding at December 31, 2012
|
|
7,713,421
|
|
|
$1.09
|
|
7.02
|
|
$
|
29,063
|
|
|
|
|
|
|
|
|
|
|
|||
Exercisable at December 31, 2012
|
|
5,090,553
|
|
|
$0.86
|
|
6.71
|
|
$
|
20,370
|
|
(1)
|
The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the exercise price exceeds the fair value) that would have been received by the option holders had all option holders exercised their options as of
December 31, 2012
and 2011, respectively.
|
|
|
2012
|
|
2011
|
|
2010
|
Dividend yield
|
|
N/A
|
|
—%
|
|
—%
|
Risk-free interest rate
|
|
N/A
|
|
1.79%
|
|
2.58%
|
Expected term (in years)
|
|
N/A
|
|
4.47
|
|
6.13
|
Expected volatility
|
|
N/A
|
|
44%
|
|
46%
|
|
|
Restricted Stock Units
|
|
Weighted- Average Grant Date Fair Value (per share)
|
|||
Unvested at December 31, 2011
|
|
11,664,638
|
|
|
$
|
12.15
|
|
Granted
|
|
26,098,364
|
|
|
$
|
8.99
|
|
Vested
|
|
(4,452,979
|
)
|
|
$
|
11.28
|
|
Forfeited
|
|
(3,610,675
|
)
|
|
$
|
13.75
|
|
Unvested at December 31, 2012
|
|
29,699,348
|
|
|
$
|
9.31
|
|
|
|
Restricted Stock
|
|
Weighted- Average Grant Date Fair Value (per share)
|
|||
Unvested at December 31, 2011
|
|
2,571,010
|
|
|
$
|
5.68
|
|
Granted
|
|
370,793
|
|
|
$
|
17.20
|
|
Vested
|
|
(2,041,460
|
)
|
|
$
|
5.00
|
|
Forfeitures
|
|
(323,295
|
)
|
|
$
|
14.95
|
|
Unvested at December 31, 2012
|
|
577,048
|
|
|
$
|
10.31
|
|
•
|
the prices, rights, preferences and privileges of the Company's preferred stock relative to the common stock;
|
•
|
the prices of the Company's preferred stock sold to outside investors in arms-length transactions;
|
•
|
the Company's operating and financial performance;
|
•
|
current business conditions and projections;
|
•
|
the hiring of key personnel;
|
•
|
the history of the Company and the introduction of new products and services;
|
•
|
the Company's stage of development;
|
•
|
the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of the Company, given prevailing market conditions;
|
•
|
any adjustment necessary to recognize a lack of marketability for the Company's common stock;
|
•
|
the market performance of comparable publicly-traded companies; and
|
•
|
the U.S. and global capital market conditions.
|
|
|
Year Ended December 31, 2012
|
||||||
|
|
Class A
|
|
Class B
|
||||
Basic loss per share:
|
|
|
|
|
||||
Numerator
|
|
|
|
|
||||
Allocation of net loss
|
|
$
|
(50,842
|
)
|
|
$
|
(189
|
)
|
Less: Allocation of adjustment of redeemable noncontrolling interests to redemption value
|
|
12,557
|
|
|
47
|
|
||
Less: Allocation of net income attributable to noncontrolling interests
|
|
3,728
|
|
|
14
|
|
||
Allocation of net loss attributable to common stockholders
|
|
(67,127
|
)
|
|
(250
|
)
|
||
Denominator
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
|
647,814,143
|
|
|
2,399,976
|
|
||
Basic loss per share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
||||
Diluted loss per share:
|
|
|
|
|
||||
Numerator
|
|
|
|
|
||||
Allocation of net loss attributable to common stockholders
|
|
$
|
(67,127
|
)
|
|
$
|
(250
|
)
|
Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B
(1)
|
|
—
|
|
|
—
|
|
||
Allocation of net loss attributable to common stockholders
|
|
(67,127
|
)
|
|
(250
|
)
|
||
Denominator
|
|
|
|
|
||||
Weighted-average common shares outstanding used in basic computation
|
|
647,814,143
|
|
|
2,399,976
|
|
||
Conversion of Class B
(1)
|
|
—
|
|
|
—
|
|
||
Employee stock options
(1)
|
|
—
|
|
|
—
|
|
||
Restricted shares and RSUs
(1)
|
|
—
|
|
|
—
|
|
||
Weighted-average diluted shares outstanding
(1)
|
|
647,814,143
|
|
|
2,399,976
|
|
||
Diluted loss per share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
(1)
|
Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted loss per share calculation for the year ended December 31, 2012 because the effect would be antidilutive.
|
|
|
Year Ended December 31,
|
||||||
|
|
2011
(2)
|
|
2010
(2)
|
||||
Net loss
|
|
$
|
(297,762
|
)
|
|
$
|
(413,386
|
)
|
Dividends on preferred stock
|
|
—
|
|
|
(1,362
|
)
|
||
Redemption of preferred stock in excess of carrying value
|
|
(34,327
|
)
|
|
(52,893
|
)
|
||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
(59,740
|
)
|
|
(12,425
|
)
|
||
Net loss attributable to noncontrolling interests
|
|
18,335
|
|
|
23,746
|
|
||
Net loss attributable to common stockholders
|
|
$
|
(373,494
|
)
|
|
$
|
(456,320
|
)
|
|
|
|
|
|
||||
Net loss per share:
|
|
|
|
|
||||
Weighted-average shares outstanding for basic and diluted net loss per share
(1)
|
|
362,261,324
|
|
|
342,698,772
|
|
||
Basic and diluted net loss per share
|
|
$
|
(1.03
|
)
|
|
$
|
(1.33
|
)
|
(1)
|
Stock options, restricted stock units, performance stock units and convertible preferred shares are not included in the calculation of diluted net loss per share for the
years ended December 31, 2011 and 2010
because the Company had a net loss for each year. Accordingly, the inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share.
|
(2)
|
The two-class method is not applied for 2011 or 2010 because the Company's two-class common share structure was not implemented until the Company's initial public offering on November 4, 2011. The impact of applying the two-class method from November 4, 2011 to December 31, 2011 would not have impacted the Company's loss per share for 2011.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Stock options
|
7,713,421
|
|
|
17,870,713
|
|
|
27,465,704
|
|
Restricted stock units
|
29,699,348
|
|
|
11,944,844
|
|
|
3,576,600
|
|
Restricted stock
|
577,048
|
|
|
86,758
|
|
|
—
|
|
ESPP shares
|
271,402
|
|
|
—
|
|
|
—
|
|
Performance stock units
|
—
|
|
|
—
|
|
|
1,200,000
|
|
Convertible preferred shares
|
—
|
|
|
—
|
|
|
234,443,344
|
|
Total
|
38,261,219
|
|
|
29,902,315
|
|
|
266,685,648
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
As of December 31, 2012
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
585,393
|
|
|
$
|
585,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale debt security
|
$
|
3,087
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,087
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
7,601
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,601
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
As of December 31, 2011
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
750,004
|
|
|
$
|
750,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
13,218
|
|
|
$
|
—
|
|
|
$
|
1,988
|
|
|
$
|
11,230
|
|
|
|
Available-for-Sale Debt Security
|
|
Contingent Consideration
|
||||
Beginning balance
|
|
$
|
—
|
|
|
$
|
11,230
|
|
Issuance of contingent consideration in connection with acquisitions
|
|
—
|
|
|
3,400
|
|
||
Purchase of available-for-sale debt security
|
|
3,000
|
|
|
—
|
|
||
Total gains or losses (realized / unrealized)
|
|
—
|
|
|
—
|
|
||
Loss included in earnings
(1)
|
|
—
|
|
|
897
|
|
||
Gain included in other comprehensive income
|
|
87
|
|
|
—
|
|
||
Settlements of contingent consideration liabilities
|
|
—
|
|
|
(4,936
|
)
|
||
Reclass to non-fair value liabilities when no longer contingent
|
|
—
|
|
|
(4,978
|
)
|
||
Reclass of contingent consideration from Level 2 to Level 3
|
|
—
|
|
|
1,988
|
|
||
Ending balance
|
|
$
|
3,087
|
|
|
$
|
7,601
|
|
|
|
|
|
|
||||
Unrealized (gains) losses still held
(2)
|
|
$
|
(87
|
)
|
|
$
|
211
|
|
(1)
|
Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations.
|
(2)
|
Represents the unrealized (gains) losses recorded in earnings during the year for assets (and liabilities) classified as Level 3 that are still held (or outstanding) at the end of the year.
|
|
|
Year Ended December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Beginning balance
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of contingent consideration in connection with acquisitions
|
|
17,755
|
|
|
63,180
|
|
||
Settlements of contingent consideration liabilities
|
|
—
|
|
|
(266,363
|
)
|
||
Change in fair value and other
(1)
|
|
(4,537
|
)
|
|
203,183
|
|
||
Reclass of contingent consideration between Level 2 and Level 3
|
|
(1,988
|
)
|
|
—
|
|
||
Ending balance
|
|
$
|
11,230
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Unrealized gains still held
(2)
|
|
$
|
(4,537
|
)
|
|
$
|
—
|
|
(1)
|
Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations.
|
(2)
|
Represents the net unrealized gains recorded in earnings during the year for liabilities classified as Level 3 that are still held (or outstanding) at the end of the year.
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
As of December 31, 2012
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset impairments:
|
|
|
|
|
|
|
|
||||||||
Cost method investment
|
$
|
77,521
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,521
|
|
Equity method investment
|
$
|
495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
88,638
|
|
|
$
|
(42,775
|
)
|
|
$
|
(222,594
|
)
|
International
|
6,304
|
|
|
(211,290
|
)
|
|
(197,466
|
)
|
|||
Income (loss) before provision (benefit) for income taxes
|
$
|
94,942
|
|
|
$
|
(254,065
|
)
|
|
$
|
(420,060
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current taxes:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
41,551
|
|
|
$
|
16,430
|
|
|
$
|
—
|
|
State
|
4,778
|
|
|
604
|
|
|
57
|
|
|||
International
|
107,295
|
|
|
(5,540
|
)
|
|
618
|
|
|||
Total current taxes
|
$
|
153,624
|
|
|
$
|
11,494
|
|
|
$
|
675
|
|
Deferred taxes:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(2,977
|
)
|
|
$
|
(2,075
|
)
|
|
$
|
—
|
|
State
|
(236
|
)
|
|
—
|
|
|
—
|
|
|||
International
|
(4,438
|
)
|
|
34,278
|
|
|
(7,349
|
)
|
|||
Total deferred taxes
|
(7,651
|
)
|
|
32,203
|
|
|
(7,349
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
145,973
|
|
|
$
|
43,697
|
|
|
$
|
(6,674
|
)
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves and allowances
|
$
|
94,379
|
|
|
$
|
77,910
|
|
Deferred rent
|
1,377
|
|
|
3,705
|
|
||
Stock-based compensation
|
16,046
|
|
|
15,489
|
|
||
Unrealized foreign exchange loss
|
—
|
|
|
437
|
|
||
Net operating loss and tax credit carryforwards
|
147,954
|
|
|
143,204
|
|
||
Intangible assets, net
|
1,687
|
|
|
—
|
|
||
Other
|
721
|
|
|
333
|
|
||
Total deferred tax assets
|
262,164
|
|
|
241,078
|
|
||
Less valuation allowances
|
(159,249
|
)
|
|
(128,215
|
)
|
||
Deferred tax assets, net of valuation allowance
|
102,915
|
|
|
112,863
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Unrealized foreign exchange gain
|
(117
|
)
|
|
—
|
|
||
Prepaid expenses and other assets
|
(1,532
|
)
|
|
(1,520
|
)
|
||
Property, equipment and software, net
|
(15,602
|
)
|
|
(6,263
|
)
|
||
Intangible assets, net
|
—
|
|
|
(7,715
|
)
|
||
Investments
|
(6,791
|
)
|
|
—
|
|
||
Deferred revenue
|
(92,306
|
)
|
|
(116,287
|
)
|
||
Total deferred tax liabilities
|
(116,348
|
)
|
|
(131,785
|
)
|
||
Net deferred tax liability
|
$
|
(13,433
|
)
|
|
$
|
(18,922
|
)
|
|
|
December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning Balance
|
|
$
|
55,127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Increases related to prior year tax positions
|
|
602
|
|
|
—
|
|
|
—
|
|
|||
Decreases related to prior year tax positions
|
|
(790
|
)
|
|
—
|
|
|
—
|
|
|||
Increases related to current year tax positions
|
|
29,465
|
|
|
55,127
|
|
|
—
|
|
|||
Decreases based on settlements with taxing authorities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases due to lapse of statute limitations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
|
1,077
|
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
|
$
|
85,481
|
|
|
$
|
55,127
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2012
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
North America
|
|
|
|
|
|
||||||
Revenue
(1)
|
$
|
1,165,700
|
|
|
$
|
634,980
|
|
|
$
|
200,412
|
|
Segment cost of revenue and operating expenses
(2)
|
1,025,974
|
|
|
630,184
|
|
|
210,849
|
|
|||
Segment operating income (loss)
(2)
|
139,726
|
|
|
4,796
|
|
|
(10,437
|
)
|
|||
International
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,168,772
|
|
|
$
|
975,450
|
|
|
$
|
112,529
|
|
Segment cost of revenue and operating expenses
(2)
|
1,104,783
|
|
|
1,124,579
|
|
|
283,085
|
|
|||
Segment operating income (loss)
(2)
|
63,989
|
|
|
(149,129
|
)
|
|
(170,556
|
)
|
|||
Consolidated
|
|
|
|
|
|
||||||
Revenue
|
$
|
2,334,472
|
|
|
$
|
1,610,430
|
|
|
$
|
312,941
|
|
Segment cost of revenue and operating expenses
(2)
|
2,130,757
|
|
|
1,754,763
|
|
|
493,934
|
|
|||
Segment operating income (loss)
(2)
|
203,715
|
|
|
(144,333
|
)
|
|
(180,993
|
)
|
|||
Stock-based compensation
|
104,117
|
|
|
93,590
|
|
|
36,168
|
|
|||
Acquisition-related expense (benefit), net
|
897
|
|
|
(4,537
|
)
|
|
203,183
|
|
|||
Interest and other income, net
|
(6,166
|
)
|
|
(5,973
|
)
|
|
(284
|
)
|
|||
Loss on equity method investees
|
9,925
|
|
|
26,652
|
|
|
—
|
|
|||
Income (loss) before income taxes
|
94,942
|
|
|
(254,065
|
)
|
|
(420,060
|
)
|
|||
Provision (benefit) for income taxes
|
145,973
|
|
|
43,697
|
|
|
(6,674
|
)
|
|||
Net loss
|
$
|
(51,031
|
)
|
|
$
|
(297,762
|
)
|
|
$
|
(413,386
|
)
|
(1)
|
North America contains revenue from the United States of
$1,108.4 million
,
$586.7 million
and
$190.5 million
for the
years ended 2012, 2011 and 2010
, respectively. There were no other individual countries located outside of the United States that represented more than
10%
of consolidated total revenue for the
years ended December 31, 2012, 2011 and 2010
, respectively.
|
(2)
|
Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision maker uses in assessing segment performance and making resource allocation decisions. For the
years ended December 31, 2012, 2011 and 2010
, stock-based compensation expense was approximately
$65.1 million
,
$75.8 million
, and
$7.5 million
, respectively, for the North America segment and approximately
$39.0 million
,
$17.8 million
, and
$28.7 million
, respectively, for the International segment. For the
years ended December 31, 2012, 2011 and 2010
, acquisition-related expense (benefit), net was approximately a
$2.8 million
benefit,
$0.8 million
expense, and
$204.6 million
expense, respectively, for the North America segment and approximately a
$3.7 million
expense,
$5.4 million
benefit, and
$1.5 million
benefit, respectively, for the International segment. Acquisition-related benefit (expense), net for the North America segment includes gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the International segment, which is consistent with the attribution used for internal reporting purposes.
|
|
2012
|
|
2011
|
||||
North America
(1)(2)
|
$
|
1,177,314
|
|
|
$
|
989,170
|
|
International
(2)
|
854,160
|
|
|
785,306
|
|
||
Consolidated total assets
|
$
|
2,031,474
|
|
|
$
|
1,774,476
|
|
(1)
|
North America contains assets from the United States of
$1,112.6 million
and
$981.0 million
at
December 31, 2012 and 2011
, respectively. There were no other individual countries located outside of the United States that represented more than
10%
of consolidated total assets at
December 31, 2012
or
December 31, 2011
.
|
(2)
|
The
December 31, 2011
total asset amounts have been reclassified in the disclosure above to conform to the current presentation, which excludes intercompany balances.
|
|
2012
|
|
2011
|
||||
North America
(1)
|
$
|
44,539
|
|
|
$
|
18,727
|
|
International
(2)
|
37,500
|
|
|
22,688
|
|
||
Consolidated total
|
$
|
82,039
|
|
|
$
|
41,415
|
|
(1)
|
Substantially all tangible property and equipment that is included in North America are located in the United States.
|
(2)
|
Tangible property and equipment, net located within Germany represented approximately
12%
and
11%
of the Company's consolidated tangible property and equipment, net as of December 31, 2012 and 2011, respectively. Tangible property and equipment, net located within Switzerland represented approximately
11%
of the Company's consolidated tangible property and equipment, net as of December 31, 2012. There were no other individual countries located outside of the United States that represented more than
10%
of consolidated tangible property and equipment, net at December 31, 2012 and 2011.
|
|
2012
|
|
2011
|
|
2010
|
||||||
North America
|
$
|
30,580
|
|
|
$
|
10,515
|
|
|
$
|
1,440
|
|
International
|
25,221
|
|
|
21,540
|
|
|
11,512
|
|
|||
Consolidated total
|
$
|
55,801
|
|
|
$
|
32,055
|
|
|
$
|
12,952
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
North America
|
$
|
38,028
|
|
|
$
|
19,452
|
|
|
$
|
10,898
|
|
International
|
57,808
|
|
|
24,359
|
|
|
3,783
|
|
|||
Consolidated total
|
$
|
95,836
|
|
|
$
|
43,811
|
|
|
$
|
14,681
|
|
|
2012
|
|
2011
|
||||
North America
(1)
|
$
|
1,734
|
|
|
$
|
1,209
|
|
International
(2)
|
—
|
|
|
49,395
|
|
||
Consolidated total
|
$
|
1,734
|
|
|
$
|
50,604
|
|
(1)
|
All equity method investments included in North America are located in the United States.
|
(2)
|
All equity method investments included in International are held by an entity in the Netherlands.
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
||||||||||||||||
|
|
2012
|
|
2012
|
|
2012
|
|
2012
|
|
2011
|
|
2011
|
|
2011
|
|
2011
|
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
(1)
|
|
$
|
638,302
|
|
|
$
|
568,552
|
|
|
$
|
568,335
|
|
|
$
|
559,283
|
|
|
$
|
492,164
|
|
|
$
|
430,161
|
|
|
$
|
392,582
|
|
|
$
|
295,523
|
|
Cost of revenue
|
|
$
|
282,472
|
|
|
$
|
181,786
|
|
|
$
|
135,184
|
|
|
$
|
119,498
|
|
|
$
|
96,265
|
|
|
$
|
68,046
|
|
|
$
|
54,803
|
|
|
$
|
39,765
|
|
Gross profit
|
|
$
|
355,830
|
|
|
$
|
386,766
|
|
|
$
|
433,151
|
|
|
$
|
439,785
|
|
|
$
|
395,899
|
|
|
$
|
362,115
|
|
|
$
|
337,779
|
|
|
$
|
255,758
|
|
(Loss) income from operations
|
|
$
|
(12,861
|
)
|
|
$
|
25,438
|
|
|
$
|
46,485
|
|
|
$
|
39,639
|
|
|
$
|
(14,972
|
)
|
|
$
|
(239
|
)
|
|
$
|
(101,027
|
)
|
|
$
|
(117,148
|
)
|
Net (loss) income attributable to Groupon, Inc.
(2)(3)
|
|
$
|
(80,983
|
)
|
|
$
|
(1,646
|
)
|
|
$
|
32,329
|
|
|
$
|
(4,473
|
)
|
|
$
|
(64,946
|
)
|
|
$
|
(10,573
|
)
|
|
$
|
(101,240
|
)
|
|
$
|
(102,668
|
)
|
Net (loss) earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
(0.12
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.48
|
)
|
Diluted
|
|
$
|
(0.12
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.48
|
)
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
655,678,123
|
|
|
653,223,610
|
|
|
647,149,537
|
|
|
644,097,375
|
|
|
528,421,712
|
|
|
307,605,060
|
|
|
303,414,676
|
|
|
307,849,412
|
|
||||||||
Diluted
|
|
655,678,123
|
|
|
653,223,610
|
|
|
663,122,709
|
|
|
644,097,375
|
|
|
528,421,712
|
|
|
307,605,060
|
|
|
303,414,676
|
|
|
307,849,412
|
|
(1)
|
Revenue for the quarter ended September 30, 2012 included a
$18.5 million
one-time increase to third party revenue for unredeemed Groupons in Germany, which represented the cumulative impact of deals in that jurisdiction for which, based on a recent tax ruling, our obligation to the merchant would have ended prior to that quarterly period (i.e., prior to July 1, 2012). See
Revenue Recognition
in Note 2
"Summary of Significant Accounting Policies."
|
(2)
|
Net income (loss) attributable to Groupon, Inc. for the quarter ended June 30, 2012 included a
$56.0 million
gain (
$33.0 million
after tax) on the E-Commerce transaction. See Note 6
"Investments."
|
(3)
|
Net income (loss) attributable to Groupon, Inc. for the quarter ended December 31, 2012 included a
$50.6 million
impairment (
$45.5 million
after tax) of our cost method investment in F-tuan. See Note 6
"Investments."
|
|
Balance at
Beginning of
Year
|
|
Charged to
Expense
|
|
Acquisitions
and Other
|
|
Balance at End
of Year
|
||||||||
|
(in thousands)
|
||||||||||||||
TAX VALUATION ALLOWANCE:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2012
|
$
|
128,215
|
|
|
$
|
27,751
|
|
|
$
|
3,283
|
|
|
$
|
159,249
|
|
Year ended December 31, 2011
|
55,956
|
|
|
92,023
|
|
|
(19,764
|
)
|
|
128,215
|
|
||||
Year ended December 31, 2010
|
1,528
|
|
|
50,474
|
|
|
3,954
|
|
|
55,956
|
|
GROUPON, INC.
|
||||
By:
|
|
/s/ ANDREW D. MASON
|
||
|
|
Name:
|
|
Andrew D. Mason
|
|
|
Title:
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Andrew D. Mason
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
Andrew D. Mason
|
|
|
/s/ Jason E. Child
|
|
Chief Financial Officer (Principal Financial Officer)
|
Jason E. Child
|
|
|
/s/ Brian C. Stevens
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
Brian C. Stevens
|
|
|
/s/ Peter J. Barris
|
|
Director
|
Peter J. Barris
|
|
|
/s/ Robert J. Bass
|
|
Director
|
Robert J. Bass
|
|
|
/s/ Daniel T. Henry
|
|
Director
|
Daniel T. Henry
|
|
|
/s/ Mellody S. Hobson
|
|
Director
|
Mellody S. Hobson
|
|
|
/s/ Bradley A. Keywell
|
|
Director
|
Bradley A. Keywell
|
|
|
/s/ Eric P. Lefkofsky
|
|
Director
|
Eric P. Lefkofsky
|
|
|
/s/ Theodore J. Leonsis
|
|
Director
|
Theodore J. Leonsis
|
|
Exhibit
Number
|
|
Description
|
3.1*
|
|
Sixth Amended and Restated Certificate of Incorporation.
|
3.3*
|
|
Amended and Restated By-Laws.
|
4.1*
|
|
Specimen Class A common stock certificate of the Registrant.
|
4.2*
|
|
Third Amended and Restated Investors Rights Agreement, dated as of December 10, 2010, between Groupon, Inc. and certain investors named therein.
|
10.1*
|
|
2008 Stock Option Plan.**
|
10.2*
|
|
Form of Notice of Grant of Stock Option under 2008 Stock Option Plan.**
|
10.3*
|
|
2010 Stock Plan.**
|
10.4*
|
|
Form of Notice of Grant of Stock Option under 2010 Stock Plan.**
|
10.5*
|
|
Form of Notice of Restricted Stock Unit Award under 2010 Stock Plan.**
|
10.6*
|
|
Employment Agreement, dated as of November 1, 2009, by and between Groupon, Inc. and Andrew D. Mason.**
|
10.7*
|
|
Amendment to Employment Agreement, dated as of December 15, 2010, by and between Groupon, Inc. and Andrew D. Mason.**
|
10.8*
|
|
Amended and Restated Employment Agreement, dated as of April 29, 2011, by and between Groupon, Inc. and Jason Child.**
|
10.9*
|
|
Employment Agreement, dated as of November 30, 2010, by and between Groupon, Inc., Groupon Ludic, Inc. and Brian Totty.**
|
10.10*
|
|
Share Exchange and Transfer Agreement, dated as of May 15, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, Inc.
|
10.11*
|
|
Earn-out Agreement, dated as of May 15, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, Inc.
|
10.12
*
|
|
First Amendment to Earn-Out Agreement, dated as of September 14, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, Inc.
|
10.13*
|
|
Second Amendment to Earn-Out Agreement, dated as of November 30, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, Inc.
|
10.14*
|
|
Agreement of Lease, dated as of October 14, 2010, by and between 600 West Chicago Associates LLC and Groupon, Inc.
|
Exhibit
Number
|
|
Description
|
|
10.15*
|
|
|
Agreement of Lease, dated as of December 7, 2010, by and between 600 West Chicago Associates LLC and Groupon, Inc.
|
10.16*
|
|
|
Agreement and Plan of Merger, dated as of May 6, 2010, by and among Groupon, Inc., Groupon Mobly, Inc., Goodrec, Inc. and the Stockholders' Representative named therein.
|
10.17*
|
|
|
Agreement and Plan of Merger, dated as of November 30, 2010, by and among Groupon, Inc., Groupon Ludic, Inc., Ludic Labs, Inc. and the Stockholders' Representative named therein.
|
10.18*
|
|
|
Letter Agreement, dated as of August 11, 2010, by and between Qpod.inc, IVP Fund A, L.P., IVP Fund B, L.P. and Groupon B.V. and Groupon, Inc.
|
10.19*
|
|
|
Form of Indemnification Agreement**
|
10.20*
|
|
|
2011 Incentive Plan**
|
10.21
|
|
|
Form of Notice of Restricted Stock Award under 2011 Incentive Plan**
|
10.22
|
|
|
Non-Employee Directors' Compensation Plan**
|
10.23*
|
|
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of September 22, 2011, by and between Groupon, Inc. and Mihir Shah, as the stockholders' represent on behalf of the stockholders named therein.
|
10.24
|
|
|
Offer Letter, dated April 19, 2012, by and between Groupon, Inc. and Kal Raman (incorporated by reference to the Company's Current Report on Form 8-K filed on August 7, 2012).**
|
10.25
|
|
|
Amendment to Amended and Restated Employment Agreement, effective as of January 1, 2012, by and between Groupon, Inc. and Jason Child (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012).**
|
10.26
|
|
|
Offer Letter, dated August 1, 2012, by and between Groupon, Inc. and Brian Stevens (incorporated by reference to the Company's Current Report on Form 8-K filed on September 13, 2012).**
|
10.27
|
|
|
Amendment to Offer Letter, dated January 29, 2013, by and between Groupon, Inc. and Kal Raman (incorporated by reference to the Company's Current Report on Form 8-K filed on January 29, 2013).**
|
21.1
|
|
|
Subsidiaries of Groupon, Inc.
|
23.1
|
|
|
Consent of Ernst & Young LLP
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
|
Interactive data file
|
1.
|
Name:
[________] (the “Participant”)
|
2.
|
Address:
[________]
|
3.
|
Total Number of RSUs:
[___]
|
4.
|
Grant Date:
[____]
|
5.
|
Vesting:
|
6.
|
Settlement:
RSUs shall be converted to Shares upon the Initial Vesting Event or any Subsequent Vesting Event, as applicable, and will be issued to the Participant in the form of Shares as soon as practicable thereafter, subject to any tax withholding obligation with respect to any Tax-Related Items (as defined in Section 3 of the Agreement)
|
7.
|
Termination:
Upon the Participant's Termination Date, all unvested RSUs awarded in this Notice and the Agreement shall be forfeited, and all rights of the Participant to such RSUs shall immediately terminate. In case of any dispute as to whether a Termination Date has occurred, the Committee's determination shall be final, binding and conclusive.
|
8.
|
General Terms:
The Participant understands that his or her employment with or service to the Company is for an unspecified duration, can be terminated at any time in accordance with applicable law, and that nothing in this Notice, the Agreement, or the Plan changes the nature of that relationship. The Participant acknowledges that the vesting of the RSUs pursuant to this Notice and the Agreement is conditioned on the occurrence of an Initial Vesting Event or a Subsequent Vesting Event. The Participant understands that this Notice is subject to the terms and conditions of the Agreement and the Plan prospectus that contains the entire plan, both of which is incorporated herein by reference. The Participant represents and warrants that the Participant has received and read this Notice, the Agreement, and the Plan. If there are any inconsistencies between this Notice or Agreement and the Plan, the terms of the Plan will govern.
|
PARTICIPANT
|
|
GROUPON, INC.
|
(Accept award online via your [insert ML website] account)
|
|
|
Date
|
|
Date
|
PARTICIPANT
|
|
GROUPON, INC.
|
(Accept award online via your [insert ML website] account)
|
|
|
Date
|
|
Date
|
_________________________
First Name
|
_________________________
Middle Name
|
_________________________
Last Name
|
||||
___________________________________
Street Address
|
_______________
City
|
________
State
|
______________
Zip Code
|
|||
_________________________
Social Security Number
|
_______________________
Date of Birth
|
MALE FEMALE
|
||||
_________________________
Telephone Number
|
___________________________________
Email
|
|
•
|
I elect to exchange a whole percentage of my Cash Retainer equal to ________% (0%-100%) for an award of DSUs under the terms of the Plan.
|
•
|
I elect to receive a distribution of my DSUs on [_____ ___, ____].
|
Subsidiary
|
|
Jurisdiction
|
U.S. Entities
|
|
|
Needish, Inc.
|
|
Delaware
|
GI International Holdings, Inc.
|
|
Delaware
|
|
|
|
Foreign Entities
|
|
|
Groupon Holdings, BV
|
|
Netherlands
|
Groupon Europe, GMBH
|
|
Germany
|
|
|
|
|
|
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|