ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2015
|
|
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
|
Class A common stock, par value $0.0001
|
|
Nasdaq Global Select Market
|
Yes
x
|
No
|
PART I
|
Page
|
Forward-Looking Statements
|
|
Item 1. Business
|
|
Item 1A. Risk Factors
|
|
Item 1B. Unresolved Staff Comments
|
|
Item 2. Properties
|
|
Item 3. Legal Proceedings
|
|
Item 4. Mine Safety Disclosures
|
|
PART II
|
|
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6. Selected Financial Data
|
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
|
|
Item 8. Financial Statements and Supplementary Data
|
|
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
|
Item 9A. Controls and Procedures
|
|
Item 9B. Other Information
|
|
PART III
|
|
Item 10. Directors, Executive Officers and Corporate Governance
|
|
Item 11. Executive Compensation
|
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13. Certain Relationships and related Transactions, and Director Independence
|
|
Item 14. Principal Accountant Fees and Services
|
|
Part IV
|
|
Item 15. Exhibits and Financial Statement Schedule
|
•
|
Gross billings increased to
$6.3 billion
in
2015
, as compared to
$6.2 billion
in
2014
. In
2015
,
59.3%
,
28.7%
and
12.0%
of our gross billings were generated in North America, EMEA and Rest of World, respectively, as compared to
53.0%
,
32.8%
and
14.2%
in
2014
. Gross billings represent the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds. Gross billings differs from our revenue, which is presented net of the merchant's share of the transaction price for transactions in which we act as a third party marketing agent. Gross billings and revenue are the same for transactions in which we sell merchandise inventory directly to customers.
|
•
|
Revenue increased to
$3.1 billion
in
2015
, as compared to
$3.0 billion
in
2014
. In
2015
,
65.6%
,
27.8%
and
6.6%
of our revenue was generated in North America, EMEA and Rest of World, respectively, as compared to
60.0%
,
31.6%
and
8.4%
in
2014
.
|
•
|
Gross profit decreased to
$1.4 billion
in
2015
, as compared to
$1.5 billion
in
2014
.
|
•
|
Loss from operations was
$79.8 million
in
2015
, as compared to income from operations of
$30.7 million
in
2014
.
|
•
|
We recognized a
$202.2 million
pre-tax gain (
$154.1 million
net of tax) from the sale of a controlling stake in our Korean subsidiary Ticket Monster, Inc. ("Ticket Monster") on May 27, 2015. The financial results of Ticket Monster and gain on disposition, net of tax, are reported as discontinued operations in the accompanying consolidated financial statements.
|
•
|
The number of active customers, which is defined as customers who have made a purchase on our platform within the last twelve months, increased to
48.9 million
as o
f
December 31, 2015
from
47.4 million
as of
December 31, 2014
.
|
•
|
As of
December 31, 2015
, we had approximately
650,000
active deals available to customers through our marketplaces.
|
North America
|
1,347
|
EMEA
|
1,643
|
Rest of World
|
1,002
|
Total
|
3,992
|
•
|
size of active customer base and breadth of merchant relationships;
|
•
|
mobile penetration;
|
•
|
understanding of local business trends;
|
•
|
ability to structure deals to generate positive return on investment for merchants;
|
•
|
ability to generate large volumes of sales in our Goods and Travel categories; and
|
•
|
strength and recognition of brand.
|
Name
|
|
Age
|
Position
|
||||||||||
|
|
|
|||||||||||
Rich Williams
|
40
|
Chief Executive Officer and Director
|
|||||||||||
Brian Kayman
|
52
|
Interim Chief Financial Officer
|
|||||||||||
Dane Drobny
|
48
|
General Counsel and Corporate Secretary
|
|||||||||||
Brian Stevens
|
41
|
Chief Accounting Officer
|
•
|
acquire new customers and retain existing customers;
|
•
|
attract new merchants and retain existing merchants who wish to offer deals through the sale of Groupons;
|
•
|
effectively address and respond to challenges in international markets;
|
•
|
expand the number, variety and relevance of products and deals we offer, particularly as we attempt to build a more complete local marketplace;
|
•
|
achieve additional mobile adoption to capitalize on customers' continued shift toward mobile device usage;
|
•
|
increase the awareness of our brand domestically and internationally;
|
•
|
successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments and restructuring activities;
|
•
|
provide a superior customer service experience for our customers and merchants;
|
•
|
avoid interruptions to our services, including as a result of cybersecurity breaches;
|
•
|
respond to changes in consumer and merchant access to and use of the Internet and mobile devices;
|
•
|
react to challenges from existing and new competitors; and
|
•
|
respond to seasonal changes in supply and demand.
|
•
|
our ability to maintain merchant and customer satisfaction such that our marketplace will continue to attract high quality merchants;
|
•
|
our ability to successfully respond to macroeconomic challenges, including by optimizing our deal mix to take into
|
•
|
political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, labor unrest, violence and outbreaks of war);
|
•
|
currency exchange rate fluctuations;
|
•
|
strong local competitors, many of whom have been in the market longer than we have or have greater resources in the local market;
|
•
|
different regulatory or other legal requirements, including regulation of gift cards and coupon terms, Internet services, professional selling, distance selling, bulk emailing, privacy and data protection, cybersecurity, business licenses and certifications, the types of services we may offer, banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions, cause unanticipated compliance expenses 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;
|
•
|
difficulty in staffing, developing and managing foreign operations as a result of distance, language barriers and cultural differences;
|
•
|
shorter payment cycles 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 merchants we feature;
|
•
|
mobile penetration;
|
•
|
understanding local business trends;
|
•
|
ability to structure deals to generate positive return on investment for merchants;
|
•
|
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 financial results;
|
•
|
any financial projections that we 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 number 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;
|
•
|
announcements about our share repurchase program and purchases under the program;
|
•
|
changes in our capital structure, such as future issuances of debt or equity securities;
|
•
|
our entry into new markets or exits from existing markets;
|
•
|
regulatory developments in the United States or foreign countries;
|
•
|
strategic acquisitions, joint ventures or restructurings announced or consummated by us or our competitors;
|
•
|
strategic dispositions of businesses or other assets announced or consummated by us; and
|
•
|
changes in accounting principles.
|
•
|
Our certificate of incorporation provides for a dual class common stock structure until October 31, 2016. 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. Furthermore, following the conversion of our Class B common stock into shares of common stock, our founders may continue to have significant stock ownership and influence over these matters.
|
•
|
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 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 at 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
|
Segment
|
Square Feet
|
Various lease expirations through
|
Corporate offices
|
North America
|
657,000
|
December 2025
|
Corporate offices
|
EMEA
|
382,000
|
June 2024
|
Corporate offices
|
Rest of World
|
293,000
|
May 2025
|
|
|
|
|
Fulfillment and data centers
|
North America
|
337,000
|
August 2020
|
Fulfillment and data centers
|
EMEA
|
17,000
|
March 2019
|
Fulfillment and data centers
|
Rest of World
|
56,000
|
January 2018
|
2014
|
High
|
Low
|
||||
First Quarter
|
$
|
12.42
|
|
$
|
7.61
|
|
Second Quarter
|
$
|
8.24
|
|
$
|
5.18
|
|
Third Quarter
|
$
|
7.28
|
|
$
|
5.68
|
|
Fourth Quarter
|
$
|
8.43
|
|
$
|
5.72
|
|
|
|
|
||||
2015
|
High
|
Low
|
||||
First Quarter
|
$
|
8.37
|
|
$
|
6.75
|
|
Second Quarter
|
$
|
7.54
|
|
$
|
5.01
|
|
Third Quarter
|
$
|
5.32
|
|
$
|
3.21
|
|
Fourth Quarter
|
$
|
4.05
|
|
$
|
2.54
|
|
Date
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program
|
||||||
October 1-31, 2015
|
|
11,029,500
|
|
|
$
|
3.65
|
|
|
11,029,500
|
|
|
$
|
228,794,354
|
|
November 1-30, 2015
|
|
12,236,296
|
|
|
$
|
2.85
|
|
|
12,236,296
|
|
|
$
|
194,095,422
|
|
December 1-31, 2015
|
|
12,061,158
|
|
|
$
|
3.10
|
|
|
12,061,158
|
|
|
$
|
156,808,218
|
|
Total
|
|
35,326,954
|
|
|
$
|
3.18
|
|
|
35,326,954
|
|
|
$
|
156,808,218
|
|
Date
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program
|
|||||
October 1-31, 2015
|
|
526,057
|
|
|
$
|
3.81
|
|
|
—
|
|
|
—
|
|
November 1-30, 2015
|
|
411,790
|
|
|
3.27
|
|
|
—
|
|
|
—
|
|
|
December 1-31, 2015
|
|
705,220
|
|
|
3.27
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,643,067
|
|
|
$
|
3.44
|
|
|
—
|
|
|
—
|
|
(1)
|
Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except share and per share amounts)
|
||||||||||||||||||
Consolidated Statements of Operations Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party and other
|
$
|
1,372,533
|
|
|
$
|
1,501,011
|
|
|
$
|
1,654,654
|
|
|
$
|
1,879,729
|
|
|
$
|
1,589,604
|
|
Direct
|
1,746,983
|
|
|
1,541,112
|
|
|
919,001
|
|
|
454,743
|
|
|
20,826
|
|
|||||
Total revenue
|
3,119,516
|
|
|
3,042,123
|
|
|
2,573,655
|
|
|
2,334,472
|
|
|
1,610,430
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party and other
|
188,932
|
|
|
203,058
|
|
|
232,062
|
|
|
297,739
|
|
|
243,789
|
|
|||||
Direct
|
1,545,519
|
|
|
1,373,756
|
|
|
840,060
|
|
|
421,201
|
|
|
15,090
|
|
|||||
Total cost of revenue
|
1,734,451
|
|
|
1,576,814
|
|
|
1,072,122
|
|
|
718,940
|
|
|
258,879
|
|
|||||
Gross profit
|
1,385,065
|
|
|
1,465,309
|
|
|
1,501,533
|
|
|
1,615,532
|
|
|
1,351,551
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
254,335
|
|
|
241,954
|
|
|
214,824
|
|
|
336,854
|
|
|
768,472
|
|
|||||
Selling, general and administrative
|
1,192,792
|
|
|
1,191,385
|
|
|
1,210,966
|
|
|
1,179,080
|
|
|
821,002
|
|
|||||
Restructuring charges
|
29,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on disposition of business
|
(13,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition-related expense (benefit), net
|
1,857
|
|
|
1,269
|
|
|
(11
|
)
|
|
897
|
|
|
(4,537
|
)
|
|||||
Total operating expenses
|
1,464,842
|
|
|
1,434,608
|
|
|
1,425,779
|
|
|
1,516,831
|
|
|
1,584,937
|
|
|||||
Income (loss) from operations
|
(79,777
|
)
|
|
30,701
|
|
|
75,754
|
|
|
98,701
|
|
|
(233,386
|
)
|
|||||
Other income (expense), net
|
(28,539
|
)
|
|
(33,450
|
)
|
|
(94,663
|
)
|
|
(3,759
|
)
|
|
(20,679
|
)
|
|||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
(108,316
|
)
|
|
(2,749
|
)
|
|
(18,909
|
)
|
|
94,942
|
|
|
(254,065
|
)
|
|||||
Provision (benefit) for income taxes
|
(19,145
|
)
|
|
15,724
|
|
|
70,037
|
|
|
145,973
|
|
|
43,697
|
|
|||||
Income (loss) from continuing operations
|
(89,171
|
)
|
|
(18,473
|
)
|
|
(88,946
|
)
|
|
(51,031
|
)
|
|
(297,762
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
122,850
|
|
|
(45,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
33,679
|
|
|
(63,919
|
)
|
|
(88,946
|
)
|
|
(51,031
|
)
|
|
(297,762
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(13,011
|
)
|
|
(9,171
|
)
|
|
(6,447
|
)
|
|
(3,742
|
)
|
|
18,335
|
|
|||||
Net income (loss) attributable to Groupon, Inc.
|
20,668
|
|
|
(73,090
|
)
|
|
(95,393
|
)
|
|
(54,773
|
)
|
|
(279,427
|
)
|
|||||
Redemption of preferred stock in excess of carrying value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,327
|
)
|
|||||
Adjustment of redeemable noncontrolling interests to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,604
|
)
|
|
(59,740
|
)
|
|||||
Net income (loss) attributable to common stockholders
|
$
|
20,668
|
|
|
$
|
(73,090
|
)
|
|
$
|
(95,393
|
)
|
|
$
|
(67,377
|
)
|
|
$
|
(373,494
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.16
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
Discontinued operations
|
0.19
|
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Basic net income (loss) per share
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.16
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
Discontinued operations
|
0.19
|
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Diluted net income (loss) per share
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.03
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
650,106,225
|
|
|
674,832,393
|
|
|
663,910,194
|
|
|
650,214,119
|
|
|
362,261,324
|
|
|||||
Diluted
|
650,106,225
|
|
|
674,832,393
|
|
|
663,910,194
|
|
|
650,214,119
|
|
|
362,261,324
|
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
(1)
|
$
|
853,362
|
|
|
$
|
1,016,634
|
|
|
$
|
1,240,472
|
|
|
$
|
1,209,289
|
|
|
$
|
1,122,935
|
|
Working capital (deficit)
(2)
|
(128,283
|
)
|
|
91,460
|
|
|
394,340
|
|
|
341,834
|
|
|
385,763
|
|
|||||
Total assets
|
1,796,264
|
|
|
2,227,597
|
|
|
2,042,010
|
|
|
2,031,474
|
|
|
1,774,476
|
|
|||||
Total long-term liabilities
|
122,152
|
|
|
169,055
|
|
|
142,550
|
|
|
120,932
|
|
|
78,194
|
|
|||||
Total Groupon, Inc. Stockholders' Equity
|
469,398
|
|
|
762,826
|
|
|
713,651
|
|
|
744,040
|
|
|
702,541
|
|
(1)
|
We disposed of our Korean subsidiary Ticket Monster, Inc. in May 2015. The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations for the years ended December 31, 2015 and 2014. Additionally, the assets and liabilities of Ticket Monster are presented as held for sale as of December 31, 2014. See Note 3, "
Discontinued Operations and Other Dispositions,
" for additional information.
|
(2)
|
Prior period working capital amounts have been retrospectively adjusted for the reclassification of deferred income tax assets and liabilities from current to non-current due to our adoption of Accounting Standards Update 2015-17,
Balance Sheet Classification of Deferred Taxes,
during the year ended December 31, 2015. See Note 2, "
Summary of Significant Accounting Policies,
" for additional information.
|
•
|
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 transactions, gross billings differs from third party revenue reported in our consolidated statements of operations, which is presented net of the merchant's share of the transaction price. For direct revenue transactions, 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 because it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings on third party revenue transactions also allows us to track changes in the percentage of gross billings that we are able to retain after payments to merchants.
|
•
|
Revenue.
Third party revenue, which is earned from transactions in which we act as a marketing agent, is reported on a net basis as the purchase price received from the customer for a voucher less an agreed upon portion of the purchase price paid to the featured merchant, excluding applicable taxes and net of estimated refunds for which the merchant's share is recoverable. Direct revenue, which is earned from sales of merchandise inventory directly to customers through our online marketplaces, is reported on a gross basis as the purchase price received from the customer, excluding applicable taxes and net of estimated refunds.
|
•
|
Gross profit
. Gross profit reflects the net margin earned after deducting our cost of revenue from our revenue. Due to the lack of comparability between third party revenue, which is presented net of the merchant's share of the transaction price, and direct revenue, which is reported on a gross basis, we believe that gross profit is an important measure for evaluating our performance.
|
•
|
Adjusted EBITDA
. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense, net and other items that are unusual in nature or infrequently occurring. 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 a non-GAAP financial measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross billings
|
|
$
|
6,255,540
|
|
|
$
|
6,237,832
|
|
|
$
|
5,757,330
|
|
Revenue
|
|
3,119,516
|
|
|
3,042,123
|
|
|
2,573,655
|
|
|||
Gross profit
|
|
1,385,065
|
|
|
1,465,309
|
|
|
1,501,533
|
|
|||
Adjusted EBITDA
|
|
256,832
|
|
|
262,301
|
|
|
286,654
|
|
|||
Free cash flow
|
|
208,130
|
|
|
168,937
|
|
|
154,927
|
|
•
|
Active customers.
We define active customers as unique user accounts that have purchased a voucher or product from us during the trailing twelve months. 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 our deals 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 marketplaces 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.
|
•
|
Units
. This metric represents the number of vouchers and products purchased from us by our customers, before refunds and cancellations. We consider unit growth to be an important indicator of the total volume of business conducted through our marketplaces.
|
|
|
Trailing twelve months ended December 31,
|
||||||||||
|
|
2015
|
|
2014
(1)
|
|
2013
|
||||||
TTM Active customers (in thousands)
|
|
48,889
|
|
|
47,426
|
|
|
43,673
|
|
|||
TTM Gross billings per average active customer
|
|
$
|
129.98
|
|
|
$
|
136.95
|
|
|
$
|
136.69
|
|
(1)
|
TTM active customers for the year ended December 31, 2014 has been reduced from 53.9 million active customers previously reported to 47.4 million active customers due to the exclusion of Ticket Monster, which has been classified as discontinued operations. The exclusion of Ticket Monster's gross billings and active customers decreased TTM gross billings per average active customer for the year ended December 31, 2014 from $155.47 previously reported to $136.95.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
(1)
|
|
2013
|
|||
Units (in thousands)
|
|
220,824
|
|
|
214,301
|
|
|
193,426
|
|
(1)
|
Units have been reduced from 356.1 million to 214.3 million for the year ended
December 31, 2014
due to the exclusion of Ticket Monster, which has been classified as discontinued operations.
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Revenue:
|
|
|
|
|
||||
Third party and other
|
|
$
|
1,372,533
|
|
|
$
|
1,501,011
|
|
Direct
|
|
1,746,983
|
|
|
1,541,112
|
|
||
Total revenue
|
|
3,119,516
|
|
|
3,042,123
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Third party and other
|
|
188,932
|
|
|
203,058
|
|
||
Direct
|
|
1,545,519
|
|
|
1,373,756
|
|
||
Total cost of revenue
|
|
1,734,451
|
|
|
1,576,814
|
|
||
Gross profit
|
|
1,385,065
|
|
|
1,465,309
|
|
||
Operating expenses:
|
|
|
|
|
||||
Marketing
|
|
254,335
|
|
|
241,954
|
|
||
Selling, general and administrative
|
|
1,192,792
|
|
|
1,191,385
|
|
||
Restructuring charges
|
|
29,568
|
|
|
—
|
|
||
Gain on disposition of business
|
|
(13,710
|
)
|
|
—
|
|
||
Acquisition-related expense (benefit), net
|
|
1,857
|
|
|
1,269
|
|
||
Total operating expenses
|
|
1,464,842
|
|
|
1,434,608
|
|
||
Income (loss) from operations
|
|
(79,777
|
)
|
|
30,701
|
|
||
Other income (expense), net
|
|
(28,539
|
)
|
|
(33,450
|
)
|
||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(108,316
|
)
|
|
(2,749
|
)
|
||
Provision (benefit) for income taxes
|
|
(19,145
|
)
|
|
15,724
|
|
||
Income (loss) from continuing operations
|
|
(89,171
|
)
|
|
(18,473
|
)
|
||
Income (loss) from discontinued operations, net of tax
|
|
122,850
|
|
|
(45,446
|
)
|
||
Net income (loss)
|
|
33,679
|
|
|
(63,919
|
)
|
||
Net income attributable to noncontrolling interests
|
|
(13,011
|
)
|
|
(9,171
|
)
|
||
Net income (loss) attributable to Groupon, Inc.
|
|
$
|
20,668
|
|
|
$
|
(73,090
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||
|
|
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
|
|
$
|
1,734,451
|
|
|
$
|
4,481
|
|
|
$
|
1,576,814
|
|
|
$
|
3,093
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Marketing
|
|
$
|
254,335
|
|
|
$
|
9,043
|
|
|
$
|
241,954
|
|
|
$
|
9,270
|
|
Selling, general and administrative
|
|
1,192,792
|
|
|
128,210
|
|
|
1,191,385
|
|
|
102,927
|
|
||||
Restructuring charges
|
|
29,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on disposition of business
|
|
(13,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquisition-related expense (benefit), net
|
|
1,857
|
|
|
—
|
|
|
1,269
|
|
|
—
|
|
||||
Total operating expenses
|
|
$
|
1,464,842
|
|
|
$
|
137,253
|
|
|
$
|
1,434,608
|
|
|
$
|
112,197
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total other income (expense), net
|
|
$
|
(28,539
|
)
|
|
$
|
335
|
|
|
$
|
(33,450
|
)
|
|
$
|
—
|
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
At Avg.
|
|
Exchange
|
|
|
||||||
|
|
2014
|
|
Rate Effect
|
|
As
|
||||||
|
|
Rates
(1)
|
|
Effect
(2)
|
|
Reported
|
||||||
|
|
(in thousands)
|
||||||||||
Gross billings
|
|
$
|
6,711,274
|
|
|
$
|
(455,734
|
)
|
|
$
|
6,255,540
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
3,315,691
|
|
|
$
|
(196,175
|
)
|
|
$
|
3,119,516
|
|
Cost of revenue and operating expenses
|
|
3,393,404
|
|
|
(194,111
|
)
|
|
3,199,293
|
|
|||
Income (loss) from operations
|
|
$
|
(77,713
|
)
|
|
$
|
(2,064
|
)
|
|
$
|
(79,777
|
)
|
(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 prior year period.
|
(2)
|
Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Gross billings:
|
|
|
|
||||
Third party
|
$
|
4,450,560
|
|
|
$
|
4,670,653
|
|
Direct
|
1,746,983
|
|
|
1,541,112
|
|
||
Other
|
57,997
|
|
|
26,067
|
|
||
Total gross billings
|
$
|
6,255,540
|
|
|
$
|
6,237,832
|
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2015
|
|
% of total
|
|
2014
|
|
% of total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
Gross billings:
|
|
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
3,709,797
|
|
|
59.3
|
%
|
|
$
|
3,303,479
|
|
|
53.0
|
%
|
EMEA
|
|
1,794,354
|
|
|
28.7
|
|
|
2,046,807
|
|
|
32.8
|
|
||
Rest of World
|
|
751,389
|
|
|
12.0
|
|
|
887,546
|
|
|
14.2
|
|
||
Total gross billings
|
|
$
|
6,255,540
|
|
|
100.0
|
%
|
|
$
|
6,237,832
|
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
2,024,698
|
|
|
$
|
1,864,141
|
|
|
$
|
796,136
|
|
|
$
|
950,141
|
|
|
$
|
376,540
|
|
|
$
|
451,090
|
|
|
$
|
3,197,374
|
|
|
$
|
3,265,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
390,776
|
|
|
336,898
|
|
|
249,361
|
|
|
285,978
|
|
|
120,287
|
|
|
134,626
|
|
|
760,424
|
|
|
757,502
|
|
||||||||
Total services
|
2,415,474
|
|
|
2,201,039
|
|
|
1,045,497
|
|
|
1,236,119
|
|
|
496,827
|
|
|
585,716
|
|
|
3,957,798
|
|
|
4,022,874
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
36,775
|
|
|
27,527
|
|
|
286,487
|
|
|
368,344
|
|
|
227,497
|
|
|
277,975
|
|
|
550,759
|
|
|
673,846
|
|
||||||||
Direct
|
1,257,548
|
|
|
1,074,913
|
|
|
462,370
|
|
|
442,344
|
|
|
27,065
|
|
|
23,855
|
|
|
1,746,983
|
|
|
1,541,112
|
|
||||||||
Total
|
1,294,323
|
|
|
1,102,440
|
|
|
748,857
|
|
|
810,688
|
|
|
254,562
|
|
|
301,830
|
|
|
2,297,742
|
|
|
2,214,958
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total gross billings
|
$
|
3,709,797
|
|
|
$
|
3,303,479
|
|
|
$
|
1,794,354
|
|
|
$
|
2,046,807
|
|
|
$
|
751,389
|
|
|
$
|
887,546
|
|
|
$
|
6,255,540
|
|
|
$
|
6,237,832
|
|
(1)
|
Includes gross billings from deals with local and national merchants, and through local events.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
% of Gross Billings
|
|
% of Total Revenue
|
|
2014
|
|
% of Gross Billings
|
|
% of Total Revenue
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
North America:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party and other
|
|
$
|
790,194
|
|
|
32.2
|
%
|
|
25.3
|
%
|
|
$
|
749,548
|
|
|
33.6
|
%
|
|
24.6
|
%
|
Direct
|
|
1,257,548
|
|
|
100.0
|
|
|
40.3
|
|
|
1,074,913
|
|
|
100.0
|
|
|
35.4
|
|
||
Total segment revenue
|
|
2,047,742
|
|
|
55.2
|
|
|
65.6
|
|
|
1,824,461
|
|
|
55.2
|
|
|
60.0
|
|
||
EMEA:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party
|
|
405,510
|
|
|
30.4
|
|
|
13.0
|
|
|
518,786
|
|
|
32.3
|
|
|
17.1
|
|
||
Direct
|
|
462,370
|
|
|
100.0
|
|
|
14.8
|
|
|
442,344
|
|
|
100.0
|
|
|
14.5
|
|
||
Total segment revenue
|
|
867,880
|
|
|
48.4
|
|
|
27.8
|
|
|
961,130
|
|
|
47.0
|
|
|
31.6
|
|
||
Rest of World:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party
|
|
176,829
|
|
|
24.4
|
|
|
5.7
|
|
|
232,677
|
|
|
26.9
|
|
|
7.6
|
|
||
Direct
|
|
27,065
|
|
|
100.0
|
|
|
0.9
|
|
|
23,855
|
|
|
100.0
|
|
|
0.8
|
|
||
Total segment revenue
|
|
203,894
|
|
|
27.1
|
|
|
6.6
|
|
|
256,532
|
|
|
28.9
|
|
|
8.4
|
|
||
Total revenue
|
|
$
|
3,119,516
|
|
|
49.9
|
%
|
|
100.0
|
%
|
|
$
|
3,042,123
|
|
|
48.8
|
%
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
701,312
|
|
|
$
|
674,605
|
|
|
$
|
302,085
|
|
|
$
|
391,179
|
|
|
$
|
107,381
|
|
|
$
|
147,248
|
|
|
$
|
1,110,778
|
|
|
$
|
1,213,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
81,731
|
|
|
68,977
|
|
|
53,059
|
|
|
63,957
|
|
|
24,091
|
|
|
26,407
|
|
|
158,881
|
|
|
159,341
|
|
||||||||
Total services
|
783,043
|
|
|
743,582
|
|
|
355,144
|
|
|
455,136
|
|
|
131,472
|
|
|
173,655
|
|
|
1,269,659
|
|
|
1,372,373
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
7,151
|
|
|
5,966
|
|
|
50,366
|
|
|
63,650
|
|
|
45,357
|
|
|
59,022
|
|
|
102,874
|
|
|
128,638
|
|
||||||||
Direct revenue
|
1,257,548
|
|
|
1,074,913
|
|
|
462,370
|
|
|
442,344
|
|
|
27,065
|
|
|
23,855
|
|
|
1,746,983
|
|
|
1,541,112
|
|
||||||||
Total
|
1,264,699
|
|
|
1,080,879
|
|
|
512,736
|
|
|
505,994
|
|
|
72,422
|
|
|
82,877
|
|
|
1,849,857
|
|
|
1,669,750
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total revenue
|
$
|
2,047,742
|
|
|
$
|
1,824,461
|
|
|
$
|
867,880
|
|
|
$
|
961,130
|
|
|
$
|
203,894
|
|
|
$
|
256,532
|
|
|
$
|
3,119,516
|
|
|
$
|
3,042,123
|
|
(1)
|
Includes revenue from deals with local and national merchants and through local events.
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Cost of revenue:
|
|
|
|
|
||||
Third party
|
|
$
|
168,964
|
|
|
$
|
187,151
|
|
Direct
|
|
1,545,519
|
|
|
1,373,756
|
|
||
Other
|
|
19,968
|
|
|
15,907
|
|
||
Total cost of revenue
|
|
$
|
1,734,451
|
|
|
$
|
1,576,814
|
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2015
|
|
% of total
|
|
2014
|
|
% of total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
North America:
|
|
|
|
|
|
|
|
|
||||||
Third party and other
|
|
$
|
116,343
|
|
|
6.7
|
%
|
|
$
|
106,375
|
|
|
6.7
|
%
|
Direct
|
|
1,129,828
|
|
|
65.1
|
|
|
986,103
|
|
|
62.6
|
|
||
Total segment cost of revenue
|
|
1,246,171
|
|
|
71.8
|
|
|
1,092,478
|
|
|
69.3
|
|
||
EMEA:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
32,454
|
|
|
1.9
|
|
|
39,578
|
|
|
2.5
|
|
||
Direct
|
|
389,862
|
|
|
22.4
|
|
|
364,638
|
|
|
23.1
|
|
||
Total segment cost of revenue
|
|
422,316
|
|
|
24.3
|
|
|
404,216
|
|
|
25.6
|
|
||
Rest of World:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
40,135
|
|
|
2.3
|
|
|
57,105
|
|
|
3.6
|
|
||
Direct
|
|
25,829
|
|
|
1.6
|
|
|
23,015
|
|
|
1.5
|
|
||
Total segment cost of revenue
|
|
65,964
|
|
|
3.9
|
|
|
80,120
|
|
|
5.1
|
|
||
Total cost of revenue
|
|
$
|
1,734,451
|
|
|
100.0
|
%
|
|
$
|
1,576,814
|
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
100,419
|
|
|
$
|
93,538
|
|
|
$
|
19,205
|
|
|
$
|
26,634
|
|
|
$
|
15,196
|
|
|
$
|
21,905
|
|
|
$
|
134,820
|
|
|
$
|
142,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
14,704
|
|
|
11,983
|
|
|
5,665
|
|
|
4,728
|
|
|
5,274
|
|
|
6,475
|
|
|
25,643
|
|
|
23,186
|
|
||||||||
Total services
|
115,123
|
|
|
105,521
|
|
|
24,870
|
|
|
31,362
|
|
|
20,470
|
|
|
28,380
|
|
|
160,463
|
|
|
165,263
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
1,220
|
|
|
854
|
|
|
7,584
|
|
|
8,216
|
|
|
19,665
|
|
|
28,725
|
|
|
28,469
|
|
|
37,795
|
|
||||||||
Direct
|
1,129,828
|
|
|
986,103
|
|
|
389,862
|
|
|
364,638
|
|
|
25,829
|
|
|
23,015
|
|
|
1,545,519
|
|
|
1,373,756
|
|
||||||||
Total
|
1,131,048
|
|
|
986,957
|
|
|
397,446
|
|
|
372,854
|
|
|
45,494
|
|
|
51,740
|
|
|
1,573,988
|
|
|
1,411,551
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total cost of revenue
|
$
|
1,246,171
|
|
|
$
|
1,092,478
|
|
|
$
|
422,316
|
|
|
$
|
404,216
|
|
|
$
|
65,964
|
|
|
$
|
80,120
|
|
|
$
|
1,734,451
|
|
|
$
|
1,576,814
|
|
(1)
|
Includes cost of revenue from deals with local and national merchants and through local events.
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2015
|
|
% of total
|
|
2014
|
|
% of total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
North America:
|
|
|
|
|
|
|
|
|
||||||
Third party and other
|
|
$
|
673,851
|
|
|
48.7
|
%
|
|
$
|
643,173
|
|
|
43.9
|
%
|
Direct
|
|
127,720
|
|
|
9.2
|
|
|
88,810
|
|
|
6.1
|
|
||
Total gross profit
|
|
801,571
|
|
|
57.9
|
|
|
731,983
|
|
|
50.0
|
|
||
EMEA:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
373,056
|
|
|
26.9
|
|
|
479,208
|
|
|
32.7
|
|
||
Direct
|
|
72,508
|
|
|
5.3
|
|
|
77,706
|
|
|
5.3
|
|
||
Total gross profit
|
|
445,564
|
|
|
32.2
|
|
|
556,914
|
|
|
38.0
|
|
||
Rest of World:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
136,694
|
|
|
9.9
|
|
|
175,572
|
|
|
12.0
|
|
||
Direct
|
|
1,236
|
|
|
—
|
|
|
840
|
|
|
—
|
|
||
Total gross profit
|
|
137,930
|
|
|
9.9
|
|
|
176,412
|
|
|
12.0
|
|
||
Total gross profit
|
|
$
|
1,385,065
|
|
|
100.0
|
%
|
|
$
|
1,465,309
|
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
600,893
|
|
|
$
|
581,067
|
|
|
$
|
282,880
|
|
|
$
|
364,545
|
|
|
$
|
92,185
|
|
|
$
|
125,343
|
|
|
$
|
975,958
|
|
|
$
|
1,070,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
67,027
|
|
|
56,994
|
|
|
47,394
|
|
|
59,229
|
|
|
18,817
|
|
|
19,932
|
|
|
133,238
|
|
|
136,155
|
|
||||||||
Total services
|
667,920
|
|
|
638,061
|
|
|
330,274
|
|
|
423,774
|
|
|
111,002
|
|
|
145,275
|
|
|
1,109,196
|
|
|
1,207,110
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
5,931
|
|
|
5,112
|
|
|
42,782
|
|
|
55,434
|
|
|
25,692
|
|
|
30,297
|
|
|
74,405
|
|
|
90,843
|
|
||||||||
Direct
|
127,720
|
|
|
88,810
|
|
|
72,508
|
|
|
77,706
|
|
|
1,236
|
|
|
840
|
|
|
201,464
|
|
|
167,356
|
|
||||||||
Total
|
133,651
|
|
|
93,922
|
|
|
115,290
|
|
|
133,140
|
|
|
26,928
|
|
|
31,137
|
|
|
275,869
|
|
|
258,199
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total gross profit
|
$
|
801,571
|
|
|
$
|
731,983
|
|
|
$
|
445,564
|
|
|
$
|
556,914
|
|
|
$
|
137,930
|
|
|
$
|
176,412
|
|
|
$
|
1,385,065
|
|
|
$
|
1,465,309
|
|
(1)
|
Includes gross profit from deals with local and national merchants and through local events.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
2015
|
|
% of Segment Gross Billings
|
|
% of Segment Revenue
|
|
% of Total Marketing
|
|
2014
|
|
% of Segment Gross Billings
|
|
% of Segment Revenue
|
|
% of Total Marketing
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||
North America
|
|
$
|
160,878
|
|
|
4.3
|
%
|
|
7.9
|
%
|
|
63.3
|
%
|
|
$
|
137,648
|
|
|
4.2
|
%
|
|
7.5
|
%
|
|
56.9
|
%
|
EMEA
|
|
72,499
|
|
|
4.0
|
|
|
8.4
|
|
|
28.5
|
|
|
76,752
|
|
|
3.7
|
|
|
8.0
|
|
|
31.7
|
|
||
Rest of World
|
|
20,958
|
|
|
2.8
|
|
|
10.3
|
|
|
8.2
|
|
|
27,554
|
|
|
3.1
|
|
|
10.7
|
|
|
11.4
|
|
||
Total marketing
|
|
$
|
254,335
|
|
|
4.1
|
|
|
8.2
|
|
|
100.0
|
%
|
|
$
|
241,954
|
|
|
3.9
|
|
|
8.0
|
|
|
100.0
|
%
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Employee Severance and Benefit Costs
|
|
Asset Impairments
|
|
Other Exit Costs
|
|
Total Restructuring Charges
|
||||||||
North America
|
|
$
|
2,000
|
|
|
$
|
6,740
|
|
|
$
|
1,755
|
|
|
$
|
10,495
|
|
EMEA
|
|
15,060
|
|
|
223
|
|
|
829
|
|
|
16,112
|
|
||||
Rest of World
|
|
1,950
|
|
|
304
|
|
|
707
|
|
|
2,961
|
|
||||
Consolidated
|
|
$
|
19,010
|
|
|
$
|
7,267
|
|
|
$
|
3,291
|
|
|
$
|
29,568
|
|
|
Year Ended December 31,
|
||||||
|
2015
(1)
|
|
2014
|
||||
Third party and other revenue
|
$
|
28,145
|
|
|
$
|
126,528
|
|
Direct revenue
|
39,065
|
|
|
23,037
|
|
||
Third party and other cost of revenue
|
(13,958
|
)
|
|
(38,827
|
)
|
||
Direct cost of revenue
|
(38,031
|
)
|
|
(26,861
|
)
|
||
Marketing expense
|
(8,495
|
)
|
|
(27,089
|
)
|
||
Selling, general and administrative expense
|
(38,102
|
)
|
|
(102,331
|
)
|
||
Other income (expense), net
|
96
|
|
|
97
|
|
||
Loss from discontinued operations before gain on disposition and provision for income taxes
|
(31,280
|
)
|
|
(45,446
|
)
|
||
Gain on disposition
|
202,158
|
|
|
—
|
|
||
Provision for income taxes
|
(48,028
|
)
|
|
—
|
|
||
Income (loss) from discontinued operations, net of tax
|
$
|
122,850
|
|
|
$
|
(45,446
|
)
|
(1)
|
The income from discontinued operations, net of tax, for the
year ended December 31, 2015
includes the results of Ticket Monster through the disposition date of May 27, 2015.
|
|
|
Year Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Revenue:
|
|
|
|
|
||||
Third party and other
|
|
$
|
1,501,011
|
|
|
$
|
1,654,654
|
|
Direct
|
|
1,541,112
|
|
|
919,001
|
|
||
Total revenue
|
|
3,042,123
|
|
|
2,573,655
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Third party and other
|
|
203,058
|
|
|
232,062
|
|
||
Direct
|
|
1,373,756
|
|
|
840,060
|
|
||
Total cost of revenue
|
|
1,576,814
|
|
|
1,072,122
|
|
||
Gross profit
|
|
1,465,309
|
|
|
1,501,533
|
|
||
Operating expenses:
|
|
|
|
|
||||
Marketing
|
|
241,954
|
|
|
214,824
|
|
||
Selling, general and administrative
|
|
1,191,385
|
|
|
1,210,966
|
|
||
Acquisition-related expense (benefit), net
|
|
1,269
|
|
|
(11
|
)
|
||
Total operating expenses
|
|
1,434,608
|
|
|
1,425,779
|
|
||
Income (loss) from operations
|
|
30,701
|
|
|
75,754
|
|
||
Other income (expense), net
|
|
(33,450
|
)
|
|
(94,663
|
)
|
||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(2,749
|
)
|
|
(18,909
|
)
|
||
Provision (benefit) for income taxes
|
|
15,724
|
|
|
70,037
|
|
||
Income (loss) from continuing operations
|
|
(18,473
|
)
|
|
(88,946
|
)
|
||
Income (loss) from discontinued operations, net of tax
|
|
(45,446
|
)
|
|
—
|
|
||
Net income (loss)
|
|
(63,919
|
)
|
|
(88,946
|
)
|
||
Net income attributable to noncontrolling interests
|
|
(9,171
|
)
|
|
(6,447
|
)
|
||
Net income (loss) attributable to Groupon, Inc.
|
|
$
|
(73,090
|
)
|
|
$
|
(95,393
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||
|
|
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
|
|
$
|
1,576,814
|
|
|
$
|
3,093
|
|
|
$
|
1,072,122
|
|
|
$
|
1,982
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Marketing
|
|
$
|
241,954
|
|
|
$
|
9,270
|
|
|
$
|
214,824
|
|
|
$
|
9,677
|
|
Selling, general and administrative
|
|
1,191,385
|
|
|
102,927
|
|
|
1,210,966
|
|
|
109,803
|
|
||||
Acquisition-related expense (benefit), net
|
|
1,269
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||
Total operating expenses
|
|
$
|
1,434,608
|
|
|
$
|
112,197
|
|
|
$
|
1,425,779
|
|
|
$
|
119,480
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
|
At Avg.
|
|
Exchange
|
|
|
||||||
|
|
2013
|
|
Rate Effect
|
|
As
|
||||||
|
|
Rates
(1)
|
|
Effect
(2)
|
|
Reported
|
||||||
|
|
(in thousands)
|
||||||||||
Gross billings
|
|
$
|
6,327,693
|
|
|
$
|
(89,861
|
)
|
|
$
|
6,237,832
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
3,073,818
|
|
|
$
|
(31,695
|
)
|
|
$
|
3,042,123
|
|
Cost of revenue and operating expenses
|
|
3,045,790
|
|
|
(34,368
|
)
|
|
3,011,422
|
|
|||
Income (loss) from operations
|
|
$
|
28,028
|
|
|
$
|
2,673
|
|
|
$
|
30,701
|
|
(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 prior year period.
|
(2)
|
Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Gross billings:
|
|
|
|
||||
Third party
|
$
|
4,670,653
|
|
|
$
|
4,824,659
|
|
Direct
|
1,541,112
|
|
|
919,001
|
|
||
Other
|
26,067
|
|
|
13,670
|
|
||
Total gross billings
|
$
|
6,237,832
|
|
|
$
|
5,757,330
|
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2014
|
|
% of total
|
|
2013
|
|
% of total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
Gross billings:
|
|
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
3,303,479
|
|
|
53.0
|
%
|
|
$
|
2,847,244
|
|
|
49.5
|
%
|
EMEA
|
|
2,046,807
|
|
|
32.8
|
|
|
1,983,599
|
|
|
34.5
|
|
||
Rest of World
|
|
887,546
|
|
|
14.2
|
|
|
926,487
|
|
|
16.0
|
|
||
Total gross billings
|
|
$
|
6,237,832
|
|
|
100.0
|
%
|
|
$
|
5,757,330
|
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
1,864,141
|
|
|
$
|
1,747,143
|
|
|
$
|
950,141
|
|
|
$
|
987,428
|
|
|
$
|
451,090
|
|
|
$
|
471,017
|
|
|
$
|
3,265,372
|
|
|
$
|
3,205,588
|
|
Direct
|
—
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,772
|
|
||||||||
Total
|
1,864,141
|
|
|
1,748,915
|
|
|
950,141
|
|
|
987,428
|
|
|
451,090
|
|
|
471,017
|
|
|
3,265,372
|
|
|
3,207,360
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
336,898
|
|
|
255,488
|
|
|
285,978
|
|
|
289,655
|
|
|
134,626
|
|
|
136,875
|
|
|
757,502
|
|
|
682,018
|
|
||||||||
Total services
|
2,201,039
|
|
|
2,004,403
|
|
|
1,236,119
|
|
|
1,277,083
|
|
|
585,716
|
|
|
607,892
|
|
|
4,022,874
|
|
|
3,889,378
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
27,527
|
|
|
68,818
|
|
|
368,344
|
|
|
590,635
|
|
|
277,975
|
|
|
291,270
|
|
|
673,846
|
|
|
950,723
|
|
||||||||
Direct
|
1,074,913
|
|
|
774,023
|
|
|
442,344
|
|
|
115,881
|
|
|
23,855
|
|
|
27,325
|
|
|
1,541,112
|
|
|
917,229
|
|
||||||||
Total
|
1,102,440
|
|
|
842,841
|
|
|
810,688
|
|
|
706,516
|
|
|
301,830
|
|
|
318,595
|
|
|
2,214,958
|
|
|
1,867,952
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total gross billings
|
$
|
3,303,479
|
|
|
$
|
2,847,244
|
|
|
$
|
2,046,807
|
|
|
$
|
1,983,599
|
|
|
$
|
887,546
|
|
|
$
|
926,487
|
|
|
$
|
6,237,832
|
|
|
$
|
5,757,330
|
|
(1)
|
Includes gross billings from deals with local merchants, from deals with national merchants, and through local events.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
% of Gross Billings
|
|
% of Total Revenue
|
|
2013
|
|
% of Gross Billings
|
|
% of Total Revenue
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
North America:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party and other
|
|
$
|
749,548
|
|
|
33.6
|
%
|
|
24.6
|
%
|
|
$
|
745,563
|
|
|
36.0
|
%
|
|
29.0
|
%
|
Direct
|
|
1,074,913
|
|
|
100.0
|
|
|
35.4
|
|
|
775,795
|
|
|
100.0
|
|
|
30.1
|
|
||
Total segment revenue
|
|
1,824,461
|
|
|
55.2
|
|
|
60.0
|
|
|
1,521,358
|
|
|
53.4
|
|
|
59.1
|
|
||
EMEA:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party
|
|
518,786
|
|
|
32.3
|
|
|
17.1
|
|
|
627,034
|
|
|
33.6
|
|
|
24.4
|
|
||
Direct
|
|
442,344
|
|
|
100.0
|
|
|
14.5
|
|
|
115,881
|
|
|
100.0
|
|
|
4.5
|
|
||
Total segment revenue
|
|
961,130
|
|
|
47.0
|
|
|
31.6
|
|
|
742,915
|
|
|
37.5
|
|
|
28.9
|
|
||
Rest of World:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party
|
|
232,677
|
|
|
26.9
|
|
|
7.6
|
|
|
282,057
|
|
|
31.4
|
|
|
11.0
|
|
||
Direct
|
|
23,855
|
|
|
100.0
|
|
|
0.8
|
|
|
27,325
|
|
|
100.0
|
|
|
1.0
|
|
||
Total segment revenue
|
|
256,532
|
|
|
28.9
|
|
|
8.4
|
|
|
309,382
|
|
|
33.4
|
|
|
12.0
|
|
||
Total revenue
|
|
$
|
3,042,123
|
|
|
48.8
|
%
|
|
100.0
|
%
|
|
$
|
2,573,655
|
|
|
44.7
|
%
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
674,605
|
|
|
$
|
671,846
|
|
|
$
|
391,179
|
|
|
$
|
430,020
|
|
|
$
|
147,248
|
|
|
$
|
182,010
|
|
|
$
|
1,213,032
|
|
|
$
|
1,283,876
|
|
Direct revenue
|
—
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,772
|
|
||||||||
Total
|
674,605
|
|
|
673,618
|
|
|
391,179
|
|
|
430,020
|
|
|
147,248
|
|
|
182,010
|
|
|
1,213,032
|
|
|
1,285,648
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
(2)
|
68,977
|
|
|
56,308
|
|
|
63,957
|
|
|
63,897
|
|
|
26,407
|
|
|
30,703
|
|
|
159,341
|
|
|
150,908
|
|
||||||||
Total services
|
743,582
|
|
|
729,926
|
|
|
455,136
|
|
|
493,917
|
|
|
173,655
|
|
|
212,713
|
|
|
1,372,373
|
|
|
1,436,556
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
5,966
|
|
|
17,409
|
|
|
63,650
|
|
|
133,117
|
|
|
59,022
|
|
|
69,344
|
|
|
128,638
|
|
|
219,870
|
|
||||||||
Direct revenue
|
1,074,913
|
|
|
774,023
|
|
|
442,344
|
|
|
115,881
|
|
|
23,855
|
|
|
27,325
|
|
|
1,541,112
|
|
|
917,229
|
|
||||||||
Total
|
1,080,879
|
|
|
791,432
|
|
|
505,994
|
|
|
248,998
|
|
|
82,877
|
|
|
96,669
|
|
|
1,669,750
|
|
|
1,137,099
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total revenue
|
$
|
1,824,461
|
|
|
$
|
1,521,358
|
|
|
$
|
961,130
|
|
|
$
|
742,915
|
|
|
$
|
256,532
|
|
|
$
|
309,382
|
|
|
$
|
3,042,123
|
|
|
$
|
2,573,655
|
|
(1)
|
Includes revenue from deals with local and national merchants and through local events.
|
|
|
Year Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Cost of revenue:
|
|
|
|
|
||||
Third party
|
|
$
|
187,151
|
|
|
$
|
224,840
|
|
Direct
|
|
1,373,756
|
|
|
840,060
|
|
||
Other
|
|
15,907
|
|
|
7,222
|
|
||
Total cost of revenue
|
|
$
|
1,576,814
|
|
|
$
|
1,072,122
|
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2014
|
|
% of total
|
|
2013
|
|
% of total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
North America:
|
|
|
|
|
|
|
|
|
||||||
Third party and other
|
|
$
|
106,375
|
|
|
6.7
|
%
|
|
$
|
98,697
|
|
|
9.2
|
%
|
Direct
|
|
986,103
|
|
|
62.6
|
|
|
709,824
|
|
|
66.2
|
|
||
Total segment cost of revenue
|
|
1,092,478
|
|
|
69.3
|
|
|
808,521
|
|
|
75.4
|
|
||
EMEA:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
39,578
|
|
|
2.5
|
|
|
70,102
|
|
|
6.5
|
|
||
Direct
|
|
364,638
|
|
|
23.1
|
|
|
102,687
|
|
|
9.6
|
|
||
Total segment cost of revenue
|
|
404,216
|
|
|
25.6
|
|
|
172,789
|
|
|
16.1
|
|
||
Rest of World:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
57,105
|
|
|
3.6
|
|
|
63,263
|
|
|
5.9
|
|
||
Direct
|
|
23,015
|
|
|
1.5
|
|
|
27,549
|
|
|
2.6
|
|
||
Total segment cost of revenue
|
|
80,120
|
|
|
5.1
|
|
|
90,812
|
|
|
8.5
|
|
||
Total cost of revenue
|
|
$
|
1,576,814
|
|
|
100.0
|
%
|
|
$
|
1,072,122
|
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
93,538
|
|
|
$
|
89,123
|
|
|
$
|
26,634
|
|
|
$
|
46,295
|
|
|
$
|
21,905
|
|
|
$
|
28,604
|
|
|
$
|
142,077
|
|
|
$
|
164,022
|
|
Direct
|
—
|
|
|
2,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,554
|
|
||||||||
Total
|
93,538
|
|
|
91,677
|
|
|
26,634
|
|
|
46,295
|
|
|
21,905
|
|
|
28,604
|
|
|
142,077
|
|
|
166,576
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
11,983
|
|
|
7,484
|
|
|
4,728
|
|
|
7,047
|
|
|
6,475
|
|
|
5,014
|
|
|
23,186
|
|
|
19,545
|
|
||||||||
Total services
|
105,521
|
|
|
99,161
|
|
|
31,362
|
|
|
53,342
|
|
|
28,380
|
|
|
33,618
|
|
|
165,263
|
|
|
186,121
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
854
|
|
|
2,090
|
|
|
8,216
|
|
|
16,760
|
|
|
28,725
|
|
|
29,645
|
|
|
37,795
|
|
|
48,495
|
|
||||||||
Direct
|
986,103
|
|
|
707,270
|
|
|
364,638
|
|
|
102,687
|
|
|
23,015
|
|
|
27,549
|
|
|
1,373,756
|
|
|
837,506
|
|
||||||||
Total
|
986,957
|
|
|
709,360
|
|
|
372,854
|
|
|
119,447
|
|
|
51,740
|
|
|
57,194
|
|
|
1,411,551
|
|
|
886,001
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total cost of revenue
|
$
|
1,092,478
|
|
|
$
|
808,521
|
|
|
$
|
404,216
|
|
|
$
|
172,789
|
|
|
$
|
80,120
|
|
|
$
|
90,812
|
|
|
$
|
1,576,814
|
|
|
$
|
1,072,122
|
|
(1)
|
Includes cost of revenue from deals with local merchants and national merchants and through local events.
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2014
|
|
% of total
|
|
2013
|
|
% of total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
North America:
|
|
|
|
|
|
|
|
|
||||||
Third party and other
|
|
$
|
643,173
|
|
|
43.9
|
%
|
|
$
|
646,866
|
|
|
43.1
|
%
|
Direct
|
|
88,810
|
|
|
6.1
|
|
|
65,971
|
|
|
4.4
|
|
||
Total gross profit
|
|
731,983
|
|
|
50.0
|
|
|
712,837
|
|
|
47.5
|
|
||
EMEA:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
479,208
|
|
|
32.7
|
|
|
556,932
|
|
|
37.1
|
|
||
Direct
|
|
77,706
|
|
|
5.3
|
|
|
13,194
|
|
|
0.9
|
|
||
Total gross profit
|
|
556,914
|
|
|
38.0
|
|
|
570,126
|
|
|
38.0
|
|
||
Rest of World:
|
|
|
|
|
|
|
|
|
||||||
Third party
|
|
175,572
|
|
|
12.0
|
|
|
218,794
|
|
|
14.6
|
|
||
Direct
|
|
840
|
|
|
—
|
|
|
(224
|
)
|
|
0.1
|
|
||
Total gross profit
|
|
176,412
|
|
|
12.0
|
|
|
218,570
|
|
|
14.5
|
|
||
Total gross profit
|
|
$
|
1,465,309
|
|
|
100.0
|
%
|
|
$
|
1,501,533
|
|
|
100.0
|
%
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party and other
|
$
|
581,067
|
|
|
$
|
582,723
|
|
|
$
|
364,545
|
|
|
$
|
383,725
|
|
|
$
|
125,343
|
|
|
$
|
153,406
|
|
|
$
|
1,070,955
|
|
|
$
|
1,119,854
|
|
Direct
|
—
|
|
|
(782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
||||||||
Total
|
581,067
|
|
|
581,941
|
|
|
364,545
|
|
|
383,725
|
|
|
125,343
|
|
|
153,406
|
|
|
1,070,955
|
|
|
1,119,072
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
56,994
|
|
|
48,824
|
|
|
59,229
|
|
|
56,850
|
|
|
19,932
|
|
|
25,689
|
|
|
136,155
|
|
|
131,363
|
|
||||||||
Total services
|
638,061
|
|
|
630,765
|
|
|
423,774
|
|
|
440,575
|
|
|
145,275
|
|
|
179,095
|
|
|
1,207,110
|
|
|
1,250,435
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third party
|
5,112
|
|
|
15,319
|
|
|
55,434
|
|
|
116,357
|
|
|
30,297
|
|
|
39,699
|
|
|
90,843
|
|
|
171,375
|
|
||||||||
Direct
|
88,810
|
|
|
66,753
|
|
|
77,706
|
|
|
13,194
|
|
|
840
|
|
|
(224
|
)
|
|
167,356
|
|
|
79,723
|
|
||||||||
Total
|
93,922
|
|
|
82,072
|
|
|
133,140
|
|
|
129,551
|
|
|
31,137
|
|
|
39,475
|
|
|
258,199
|
|
|
251,098
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total gross profit
|
$
|
731,983
|
|
|
$
|
712,837
|
|
|
$
|
556,914
|
|
|
$
|
570,126
|
|
|
$
|
176,412
|
|
|
$
|
218,570
|
|
|
$
|
1,465,309
|
|
|
$
|
1,501,533
|
|
(1)
|
Includes gross profit from deals with local and national merchants and through local events.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
2014
|
|
% of Segment Gross Billings
|
|
% of Segment Revenue
|
|
% of Total Marketing
|
|
2013
|
|
% of Segment Gross Billings
|
|
% of Segment Revenue
|
|
% of Total Marketing
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||
North America
|
|
$
|
137,648
|
|
|
4.2
|
%
|
|
7.5
|
%
|
|
56.9
|
%
|
|
$
|
113,612
|
|
|
4.0
|
%
|
|
7.5
|
%
|
|
52.9
|
%
|
EMEA
|
|
76,752
|
|
|
3.7
|
|
|
8.0
|
|
|
31.7
|
|
|
65,130
|
|
|
3.3
|
|
|
8.8
|
|
|
30.3
|
|
||
Rest of World
|
|
27,554
|
|
|
3.1
|
|
|
10.7
|
|
|
11.4
|
|
|
36,082
|
|
|
3.9
|
|
|
11.7
|
|
|
16.8
|
|
||
Total marketing
|
|
$
|
241,954
|
|
|
3.9
|
|
|
8.0
|
|
|
100.0
|
%
|
|
$
|
214,824
|
|
|
3.7
|
|
|
8.3
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||
|
2014
|
||
Third party and other revenue
|
$
|
126,528
|
|
Direct revenue
|
23,037
|
|
|
Third party and other cost of revenue
|
(38,827
|
)
|
|
Direct cost of revenue
|
(26,861
|
)
|
|
Marketing expense
|
(27,089
|
)
|
|
Selling, general and administrative expense
|
(102,331
|
)
|
|
Other income (expense), net
|
97
|
|
|
Loss from discontinued operations before gain on disposition and provision for income taxes
|
(45,446
|
)
|
|
Gain on disposition
|
—
|
|
|
Provision for income taxes
|
—
|
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
(45,446
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations
|
|
$
|
(89,171
|
)
|
|
$
|
(18,473
|
)
|
|
$
|
(88,946
|
)
|
Adjustments:
|
|
|
|
|
|
|
||||||
Stock-based compensation
(1)
|
|
141,734
|
|
|
115,290
|
|
|
121,462
|
|
|||
Depreciation and amortization
|
|
132,970
|
|
|
115,041
|
|
|
89,449
|
|
|||
Acquisition-related expense (benefit), net
|
|
1,857
|
|
|
1,269
|
|
|
(11
|
)
|
|||
Restructuring charges
|
|
29,568
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of business
|
|
(13,710
|
)
|
|
—
|
|
|
—
|
|
|||
Prepaid marketing write-off
|
|
6,690
|
|
|
—
|
|
|
—
|
|
|||
Securities litigation expense
|
|
37,500
|
|
|
—
|
|
|
—
|
|
|||
Non-operating (income) expense, net
|
|
28,539
|
|
|
33,450
|
|
|
94,663
|
|
|||
Provision (benefit) for income taxes
|
|
(19,145
|
)
|
|
15,724
|
|
|
70,037
|
|
|||
Total adjustments
|
|
346,003
|
|
|
280,774
|
|
|
375,600
|
|
|||
Adjusted EBITDA
|
|
$
|
256,832
|
|
|
$
|
262,301
|
|
|
$
|
286,654
|
|
(1)
|
Represents stock-based compensation expense recorded within "Selling, general and administrative," "Cost of revenue," and "Marketing" on the consolidated statements of operations. "Non-operating income (expense), net" includes
$0.3 million
of additional stock-based compensation for the year ended
December 31, 2015
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities from continuing operations
|
|
$
|
292,118
|
|
|
$
|
252,497
|
|
|
$
|
218,432
|
|
Purchases of property and equipment and capitalized software from continuing operations
|
|
(83,988
|
)
|
|
(83,560
|
)
|
|
(63,505
|
)
|
|||
Free cash flow
|
|
$
|
208,130
|
|
|
$
|
168,937
|
|
|
$
|
154,927
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) investing activities from continuing operations
|
|
$
|
(177,250
|
)
|
|
$
|
(152,818
|
)
|
|
$
|
(96,315
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
(508,156
|
)
|
|
$
|
(194,156
|
)
|
|
$
|
(81,697
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities from continuing operations
|
|
$
|
292,118
|
|
|
$
|
252,497
|
|
|
$
|
218,432
|
|
Operating activities from discontinued operations
|
|
(37,248
|
)
|
|
36,327
|
|
|
—
|
|
|||
Operating activities
|
|
254,870
|
|
|
288,824
|
|
|
218,432
|
|
|||
Investing activities from continuing operations
|
|
(177,250
|
)
|
|
(152,818
|
)
|
|
(96,315
|
)
|
|||
Investing activities from discontinued operations
|
|
244,470
|
|
|
(76,638
|
)
|
|
—
|
|
|||
Investing activities
|
|
67,220
|
|
|
(229,456
|
)
|
|
(96,315
|
)
|
|||
Financing activities
|
|
(508,156
|
)
|
|
(194,156
|
)
|
|
(81,697
|
)
|
|||
Effect of changes in exchange rates on cash and cash equivalents, including cash classified within current assets held for sale
|
|
(32,485
|
)
|
|
(33,771
|
)
|
|
(9,237
|
)
|
|||
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale
|
|
(218,551
|
)
|
|
(168,559
|
)
|
|
31,183
|
|
|||
Less: Net increase (decrease) in cash classified within current assets held for sale
|
|
(55,279
|
)
|
|
55,279
|
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(163,272
|
)
|
|
$
|
(223,838
|
)
|
|
$
|
31,183
|
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Capital lease obligations
(1)
|
$
|
59,299
|
|
|
$
|
26,644
|
|
|
$
|
23,101
|
|
|
$
|
9,084
|
|
|
$
|
470
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
270,151
|
|
|
48,262
|
|
|
47,552
|
|
|
36,107
|
|
|
27,102
|
|
|
23,735
|
|
|
87,393
|
|
|||||||
Purchase obligations
(3)
|
45,832
|
|
|
32,982
|
|
|
12,817
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
375,282
|
|
|
$
|
107,888
|
|
|
$
|
83,470
|
|
|
$
|
45,224
|
|
|
$
|
27,572
|
|
|
$
|
23,735
|
|
|
$
|
87,393
|
|
(1)
|
Capital lease obligations include both principal and interest components of future minimum capital lease payments.
|
(2)
|
Operating lease obligations are primarily 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 2025.
|
(3)
|
Purchase obligations primarily represent non-cancelable contractual obligations related to information technology products and services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
853,362
|
|
|
$
|
1,016,634
|
|
Accounts receivable, net
|
68,175
|
|
|
90,597
|
|
||
Prepaid expenses and other current assets
|
153,705
|
|
|
192,382
|
|
||
Current assets held for sale
|
—
|
|
|
85,445
|
|
||
Total current assets
|
1,075,242
|
|
|
1,385,058
|
|
||
Property, equipment and software, net
|
198,897
|
|
|
176,004
|
|
||
Goodwill
|
287,332
|
|
|
236,756
|
|
||
Intangible assets, net
|
36,483
|
|
|
30,609
|
|
||
Investments (including $163.7 million and $7.4 million at December 31, 2015 and December 31, 2014, respectively, at fair value)
|
178,236
|
|
|
24,298
|
|
||
Deferred income taxes
|
3,454
|
|
|
57,594
|
|
||
Other non-current assets
|
16,620
|
|
|
16,173
|
|
||
Non-current assets held for sale
|
—
|
|
|
301,105
|
|
||
Total Assets
|
$
|
1,796,264
|
|
|
$
|
2,227,597
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24,590
|
|
|
$
|
13,822
|
|
Accrued merchant and supplier payables
|
776,211
|
|
|
772,156
|
|
||
Accrued expenses and other current liabilities
|
402,724
|
|
|
341,381
|
|
||
Current liabilities held for sale
|
—
|
|
|
166,239
|
|
||
Total current liabilities
|
1,203,525
|
|
|
1,293,598
|
|
||
Deferred income taxes
|
8,612
|
|
|
32,771
|
|
||
Other non-current liabilities
|
113,540
|
|
|
129,531
|
|
||
Non-current liabilities held for sale
|
—
|
|
|
6,753
|
|
||
Total Liabilities
|
1,325,677
|
|
|
1,462,653
|
|
||
Commitments and contingencies (see Note 10)
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 and 699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014
|
72
|
|
|
70
|
|
||
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, 2015 and December 31, 2014
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at December 31, 2015 and December 31, 2014
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,964,453
|
|
|
1,847,420
|
|
||
Treasury stock, at cost, 128,468,165 shares at December 31, 2015 and 27,239,104 shares at December 31, 2014
|
(645,041
|
)
|
|
(198,467
|
)
|
||
Accumulated deficit
|
(901,292
|
)
|
|
(921,960
|
)
|
||
Accumulated other comprehensive income (loss)
|
51,206
|
|
|
35,763
|
|
||
Total Groupon, Inc. Stockholders' Equity
|
469,398
|
|
|
762,826
|
|
||
Noncontrolling interests
|
1,189
|
|
|
2,118
|
|
||
Total Equity
|
470,587
|
|
|
764,944
|
|
||
Total Liabilities and Equity
|
$
|
1,796,264
|
|
|
$
|
2,227,597
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Third party and other
|
|
$
|
1,372,533
|
|
|
$
|
1,501,011
|
|
|
$
|
1,654,654
|
|
Direct
|
|
1,746,983
|
|
|
1,541,112
|
|
|
919,001
|
|
|||
Total revenue
|
|
3,119,516
|
|
|
3,042,123
|
|
|
2,573,655
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Third party and other
|
|
188,932
|
|
|
203,058
|
|
|
232,062
|
|
|||
Direct
|
|
1,545,519
|
|
|
1,373,756
|
|
|
840,060
|
|
|||
Total cost of revenue
|
|
1,734,451
|
|
|
1,576,814
|
|
|
1,072,122
|
|
|||
Gross profit
|
|
1,385,065
|
|
|
1,465,309
|
|
|
1,501,533
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Marketing
|
|
254,335
|
|
|
241,954
|
|
|
214,824
|
|
|||
Selling, general and administrative
|
|
1,192,792
|
|
|
1,191,385
|
|
|
1,210,966
|
|
|||
Restructuring charges
|
|
29,568
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of business
|
|
(13,710
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition-related expense (benefit), net
|
|
1,857
|
|
|
1,269
|
|
|
(11
|
)
|
|||
Total operating expenses
|
|
1,464,842
|
|
|
1,434,608
|
|
|
1,425,779
|
|
|||
Income (loss) from operations
|
|
(79,777
|
)
|
|
30,701
|
|
|
75,754
|
|
|||
Other income (expense), net
|
|
(28,539
|
)
|
|
(33,450
|
)
|
|
(94,663
|
)
|
|||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(108,316
|
)
|
|
(2,749
|
)
|
|
(18,909
|
)
|
|||
Provision (benefit) for income taxes
|
|
(19,145
|
)
|
|
15,724
|
|
|
70,037
|
|
|||
Income (loss) from continuing operations
|
|
(89,171
|
)
|
|
(18,473
|
)
|
|
(88,946
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
122,850
|
|
|
(45,446
|
)
|
|
—
|
|
|||
Net income (loss)
|
|
33,679
|
|
|
(63,919
|
)
|
|
(88,946
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
(13,011
|
)
|
|
(9,171
|
)
|
|
(6,447
|
)
|
|||
Net income (loss) attributable to Groupon, Inc.
|
|
$
|
20,668
|
|
|
$
|
(73,090
|
)
|
|
$
|
(95,393
|
)
|
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations
|
|
0.19
|
|
|
(0.07
|
)
|
|
—
|
|
|||
Basic net income (loss) per share
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations
|
|
0.19
|
|
|
(0.07
|
)
|
|
—
|
|
|||
Diluted net income (loss) per share
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
650,106,225
|
|
|
674,832,393
|
|
|
663,910,194
|
|
|||
Diluted
|
|
650,106,225
|
|
|
674,832,393
|
|
|
663,910,194
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations
|
|
$
|
(89,171
|
)
|
|
$
|
(18,473
|
)
|
|
$
|
(88,946
|
)
|
Other comprehensive income (loss) from continuing operations:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
|
7,725
|
|
|
19,589
|
|
|
12,933
|
|
|||
Reclassification adjustments included in income (loss) from continuing operations
|
|
(192
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized gain (loss)
|
|
7,533
|
|
|
19,589
|
|
|
12,933
|
|
|||
Defined benefit pension plan adjustment:
|
|
|
|
|
|
|
||||||
Pension liability adjustment
|
|
(113
|
)
|
|
(1,500
|
)
|
|
—
|
|
|||
Amortization of pension net actuarial loss (gains) to earnings
|
|
100
|
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized gain (loss) (net of tax effect of $3 and $285 for the years ended December 31, 2015 and 2014, respectively)
|
|
(13
|
)
|
|
(1,500
|
)
|
|
—
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
|
(41
|
)
|
|
(210
|
)
|
|
(175
|
)
|
|||
Reclassification adjustment for impairment included in net income (loss) from continuing operations
|
|
—
|
|
|
831
|
|
|
—
|
|
|||
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $25, $383 and $(108) for the years ended December 31, 2015, 2014 and 2013, respectively)
|
|
(41
|
)
|
|
621
|
|
|
(175
|
)
|
|||
Other comprehensive income (loss) from continuing operations
|
|
7,479
|
|
|
18,710
|
|
|
12,758
|
|
|||
Comprehensive income (loss) from continuing operations
|
|
(81,692
|
)
|
|
237
|
|
|
(76,188
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
|
122,850
|
|
|
(45,446
|
)
|
|
—
|
|
|||
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
|
(4,349
|
)
|
|
(7,964
|
)
|
|
—
|
|
|||
Reclassification adjustment included in net income (loss) from discontinued operations
|
|
12,313
|
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized gain (loss)
|
|
7,964
|
|
|
(7,964
|
)
|
|
—
|
|
|||
Comprehensive income (loss) from discontinued operations
|
|
130,814
|
|
|
(53,410
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
|
49,122
|
|
|
(53,173
|
)
|
|
(76,188
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(13,011
|
)
|
|
(8,984
|
)
|
|
(6,821
|
)
|
|||
Comprehensive income (loss) attributable to Groupon, Inc.
|
|
$
|
36,111
|
|
|
$
|
(62,157
|
)
|
|
$
|
(83,009
|
)
|
|
Groupon, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Total Groupon Inc. Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
656,923,682
|
|
|
$
|
65
|
|
|
$
|
1,485,006
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(753,477
|
)
|
|
$
|
12,446
|
|
|
$
|
744,040
|
|
|
$
|
(1,939
|
)
|
|
$
|
742,101
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,393
|
)
|
|
—
|
|
|
(95,393
|
)
|
|
6,447
|
|
|
(88,946
|
)
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,559
|
|
|
12,559
|
|
|
374
|
|
|
12,933
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
(175
|
)
|
|
—
|
|
|
(175
|
)
|
||||||||
Common stock issued in connection with acquisition of business, net of issuance costs
|
276,217
|
|
|
—
|
|
|
3,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,051
|
|
|
—
|
|
|
3,051
|
|
||||||||
Shares issued to settle liability-classified awards and contingent consideration
|
758,474
|
|
|
—
|
|
|
4,649
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,649
|
|
|
—
|
|
|
4,649
|
|
||||||||
Exercise of stock options
|
4,003,544
|
|
|
—
|
|
|
4,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,062
|
|
|
—
|
|
|
4,062
|
|
||||||||
Vesting of restricted stock units
|
15,565,805
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under employee stock purchase plan
|
774,288
|
|
|
—
|
|
|
3,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,241
|
|
|
—
|
|
|
3,241
|
|
||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(5,752,058
|
)
|
|
—
|
|
|
(47,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,684
|
)
|
|
—
|
|
|
(47,684
|
)
|
||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
122,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,222
|
|
|
—
|
|
|
122,222
|
|
||||||||
Excess tax benefits, net of shortfalls, on stock-based compensation awards
|
—
|
|
|
—
|
|
|
9,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,666
|
|
|
—
|
|
|
9,666
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,432,800
|
)
|
|
(46,587
|
)
|
|
—
|
|
|
—
|
|
|
(46,587
|
)
|
|
—
|
|
|
(46,587
|
)
|
||||||||
Partnership distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,851
|
)
|
|
(6,851
|
)
|
||||||||
Balance at December 31, 2013
|
672,549,952
|
|
|
$
|
67
|
|
|
$
|
1,584,211
|
|
|
(4,432,800
|
)
|
|
$
|
(46,587
|
)
|
|
$
|
(848,870
|
)
|
|
$
|
24,830
|
|
|
$
|
713,651
|
|
|
$
|
(1,969
|
)
|
|
$
|
711,682
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,090
|
)
|
|
—
|
|
|
(73,090
|
)
|
|
9,171
|
|
|
(63,919
|
)
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,812
|
|
|
11,812
|
|
|
(187
|
)
|
|
11,625
|
|
||||||||
Pension liability adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|
(1,500
|
)
|
|
—
|
|
|
(1,500
|
)
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|
621
|
|
|
—
|
|
|
621
|
|
||||||||
Common stock issued in connection with acquisitions of businesses, net of issuance costs
|
15,255,180
|
|
|
2
|
|
|
173,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173,815
|
|
|
—
|
|
|
173,815
|
|
||||||||
Shares issued to settle liability-classified awards and contingent consideration
|
102,180
|
|
|
—
|
|
|
1,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,041
|
|
|
—
|
|
|
1,041
|
|
||||||||
Purchase of interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(6,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,310
|
)
|
|
2,415
|
|
|
(3,895
|
)
|
||||||||
Exercise of stock options
|
1,029,471
|
|
|
—
|
|
|
1,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|
—
|
|
|
1,118
|
|
||||||||
Vesting of restricted stock units
|
17,323,096
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under employee stock purchase plan
|
857,171
|
|
|
—
|
|
|
5,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,396
|
|
|
—
|
|
|
5,396
|
|
||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(5,708,990
|
)
|
|
—
|
|
|
(44,509
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,509
|
)
|
|
—
|
|
|
(44,509
|
)
|
||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
133,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133,230
|
|
|
—
|
|
|
133,230
|
|
Tax shortfalls, net of excess tax benefits, on stock-based compensation awards
|
—
|
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|
(569
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,806,304
|
)
|
|
(151,880
|
)
|
|
—
|
|
|
—
|
|
|
(151,880
|
)
|
|
—
|
|
|
(151,880
|
)
|
||||||||
Partnership distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,312
|
)
|
|
(7,312
|
)
|
||||||||
Balance at December 31, 2014
|
701,408,060
|
|
|
$
|
70
|
|
|
$
|
1,847,420
|
|
|
(27,239,104
|
)
|
|
$
|
(198,467
|
)
|
|
$
|
(921,960
|
)
|
|
$
|
35,763
|
|
|
$
|
762,826
|
|
|
$
|
2,118
|
|
|
$
|
764,944
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,668
|
|
|
—
|
|
|
20,668
|
|
|
13,011
|
|
|
33,679
|
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,497
|
|
|
15,497
|
|
|
—
|
|
|
15,497
|
|
||||||||
Pension liability adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
||||||||
Issuance of unvested restricted stock
|
2,203,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
673,608
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
951
|
|
||||||||
Vesting of restricted stock units
|
21,306,534
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under employee stock purchase plan
|
1,037,198
|
|
|
—
|
|
|
4,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,857
|
|
|
—
|
|
|
4,857
|
|
||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(6,841,839
|
)
|
|
(1
|
)
|
|
(40,818
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,819
|
)
|
|
—
|
|
|
(40,819
|
)
|
||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
156,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156,386
|
|
|
—
|
|
|
156,386
|
|
||||||||
Tax shortfalls, net of excess tax benefits, on stock-based compensation awards
|
—
|
|
|
—
|
|
|
(4,340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,340
|
)
|
|
—
|
|
|
(4,340
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,229,061
|
)
|
|
(446,574
|
)
|
|
—
|
|
|
—
|
|
|
(446,574
|
)
|
|
—
|
|
|
(446,574
|
)
|
||||||||
Partnership distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,940
|
)
|
|
(13,940
|
)
|
||||||||
Balance at December 31, 2015
|
719,787,422
|
|
|
$
|
72
|
|
|
$
|
1,964,453
|
|
|
(128,468,165
|
)
|
|
$
|
(645,041
|
)
|
|
$
|
(901,292
|
)
|
|
$
|
51,206
|
|
|
$
|
469,398
|
|
|
$
|
1,189
|
|
|
$
|
470,587
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
33,679
|
|
|
$
|
(63,919
|
)
|
|
$
|
(88,946
|
)
|
Less: Income (loss) from discontinued operations, net of tax
|
122,850
|
|
|
(45,446
|
)
|
|
—
|
|
|||
Income (loss) from continuing operations
|
(89,171
|
)
|
|
(18,473
|
)
|
|
(88,946
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, equipment and software
|
113,048
|
|
|
94,145
|
|
|
67,823
|
|
|||
Amortization of acquired intangible assets
|
19,922
|
|
|
20,896
|
|
|
21,626
|
|
|||
Stock-based compensation
|
142,069
|
|
|
115,290
|
|
|
121,462
|
|
|||
Restructuring-related long-lived asset impairments
|
7,267
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of business
|
(13,710
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(8,985
|
)
|
|
(11,124
|
)
|
|
(18,055
|
)
|
|||
Excess tax benefits on stock-based compensation
|
(7,629
|
)
|
|
(15,980
|
)
|
|
(20,454
|
)
|
|||
Loss on equity method investments
|
—
|
|
|
459
|
|
|
44
|
|
|||
(Gain) loss, net from changes in fair value of contingent consideration
|
240
|
|
|
(2,444
|
)
|
|
(3,171
|
)
|
|||
Loss from changes in fair value of investments
|
2,943
|
|
|
—
|
|
|
—
|
|
|||
Impairments of investments
|
—
|
|
|
2,036
|
|
|
85,925
|
|
|||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Restricted cash
|
4,630
|
|
|
7,195
|
|
|
2,183
|
|
|||
Accounts receivable
|
13,313
|
|
|
(16,277
|
)
|
|
10,989
|
|
|||
Prepaid expenses and other current assets
|
21,545
|
|
|
13,933
|
|
|
(62,906
|
)
|
|||
Accounts payable
|
8,601
|
|
|
(14,046
|
)
|
|
(31,288
|
)
|
|||
Accrued merchant and supplier payables
|
40,217
|
|
|
54,921
|
|
|
88,468
|
|
|||
Accrued expenses and other current liabilities
|
56,040
|
|
|
(9,986
|
)
|
|
4,053
|
|
|||
Other, net
|
(18,222
|
)
|
|
31,952
|
|
|
40,679
|
|
|||
Net cash provided by (used in) operating activities from continuing operations
|
292,118
|
|
|
252,497
|
|
|
218,432
|
|
|||
Net cash provided by (used in) operating activities from discontinued operations
|
(37,248
|
)
|
|
36,327
|
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
254,870
|
|
|
288,824
|
|
|
218,432
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment and capitalized software
|
(83,988
|
)
|
|
(83,560
|
)
|
|
(63,505
|
)
|
|||
Cash derecognized upon disposition of subsidiary
|
(1,404
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions of businesses, net of acquired cash
|
(69,888
|
)
|
|
(59,735
|
)
|
|
(7,349
|
)
|
|||
Purchases of investments
|
(25,289
|
)
|
|
(6,726
|
)
|
|
(21,982
|
)
|
|||
Proceeds from sale of investments
|
6,010
|
|
|
—
|
|
|
—
|
|
|||
Settlement of liabilities related to purchase of additional interests in consolidated subsidiaries
|
(1,072
|
)
|
|
(2,297
|
)
|
|
(1,959
|
)
|
|||
Acquisitions of intangible assets
|
(1,619
|
)
|
|
(500
|
)
|
|
(1,520
|
)
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
(177,250
|
)
|
|
(152,818
|
)
|
|
(96,315
|
)
|
|||
Net cash provided by (used in) investing activities from discontinued operations
|
244,470
|
|
|
(76,638
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
67,220
|
|
|
(229,456
|
)
|
|
(96,315
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facility
|
195,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments of borrowings under revolving credit facility
|
(195,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for purchases of treasury stock
|
(442,767
|
)
|
|
(153,253
|
)
|
|
(44,840
|
)
|
|||
Excess tax benefits on stock-based compensation
|
7,629
|
|
|
15,980
|
|
|
20,454
|
|
|||
Taxes paid related to net share settlements of stock-based compensation awards
|
(40,101
|
)
|
|
(43,618
|
)
|
|
(47,575
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(1,029
|
)
|
|
—
|
|
|||
Common stock issuance costs in connection with acquisition of business
|
—
|
|
|
(158
|
)
|
|
—
|
|
|||
Settlements of purchase price obligations related to acquisitions
|
—
|
|
|
(3,136
|
)
|
|
(5,000
|
)
|
|||
Proceeds from stock option exercises and employee stock purchase plan
|
5,808
|
|
|
6,514
|
|
|
7,303
|
|
|||
Partnership distribution payments to noncontrolling interest holders
|
(13,940
|
)
|
|
(8,034
|
)
|
|
(6,130
|
)
|
|||
Payments of contingent consideration from acquisitions
|
(382
|
)
|
|
—
|
|
|
(4,289
|
)
|
|||
Payments of capital lease obligations
|
(24,403
|
)
|
|
(7,422
|
)
|
|
(1,620
|
)
|
|||
Net cash provided by (used in) financing activities
|
(508,156
|
)
|
|
(194,156
|
)
|
|
(81,697
|
)
|
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale
|
(32,485
|
)
|
|
(33,771
|
)
|
|
(9,237
|
)
|
|||
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale
|
(218,551
|
)
|
|
(168,559
|
)
|
|
31,183
|
|
|||
Less: Net increase (decrease) in cash classified within current assets held for sale
|
(55,279
|
)
|
|
55,279
|
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(163,272
|
)
|
|
(223,838
|
)
|
|
31,183
|
|
|||
Cash and cash equivalents, beginning of period
|
1,016,634
|
|
|
1,240,472
|
|
|
1,209,289
|
|
|||
Cash and cash equivalents, end of period
|
$
|
853,362
|
|
|
$
|
1,016,634
|
|
|
$
|
1,240,472
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Income tax payments (refunds) for continuing operations
|
$
|
(3,596
|
)
|
|
$
|
24,006
|
|
|
$
|
60,767
|
|
Income tax payments for discontinued operations
|
13,870
|
|
|
—
|
|
|
—
|
|
|||
Non-cash investing and financing activities
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Equipment acquired under capital lease obligations
|
44,539
|
|
|
36,574
|
|
|
10,001
|
|
|||
Leasehold improvements funded by lessor
|
6,711
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock in connection with acquisition of business
|
—
|
|
|
11,110
|
|
|
3,051
|
|
|||
Shares issued to settle liability-classified awards and contingent consideration
|
—
|
|
|
1,041
|
|
|
4,649
|
|
|||
Liability for purchases of treasury stock
|
4,181
|
|
|
374
|
|
|
1,747
|
|
|||
Contingent consideration liabilities incurred in connection with acquisitions
|
9,605
|
|
|
4,388
|
|
|
3,567
|
|
|||
Liability for purchase consideration
|
250
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software
|
2,457
|
|
|
1,923
|
|
|
1,564
|
|
|||
Liability for purchase of additional interest in consolidated subsidiaries
|
526
|
|
|
1,598
|
|
|
—
|
|
|||
Minority investment recognized in connection with disposition of Ticket Monster
|
122,075
|
|
|
—
|
|
|
—
|
|
|||
Minority investment recognized in connection with disposition of Groupon India
|
16,400
|
|
|
—
|
|
|
—
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Issuance of common stock in connection with acquisition of Ticket Monster
|
—
|
|
|
162,862
|
|
|
—
|
|
|||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software
|
—
|
|
|
186
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||
|
2015
(1)
|
|
2014
|
||||
Third party and other revenue
|
$
|
28,145
|
|
|
$
|
126,528
|
|
Direct revenue
|
39,065
|
|
|
23,037
|
|
||
Third party and other cost of revenue
|
(13,958
|
)
|
|
(38,827
|
)
|
||
Direct cost of revenue
|
(38,031
|
)
|
|
(26,861
|
)
|
||
Marketing expense
|
(8,495
|
)
|
|
(27,089
|
)
|
||
Selling, general and administrative expense
|
(38,102
|
)
|
|
(102,331
|
)
|
||
Other income (expense), net
|
96
|
|
|
97
|
|
||
Loss from discontinued operations before gain on disposition and provision for income taxes
|
(31,280
|
)
|
|
(45,446
|
)
|
||
Gain on disposition
|
202,158
|
|
|
—
|
|
||
Provision for income taxes
|
(48,028
|
)
|
|
—
|
|
||
Income (loss) from discontinued operations, net of tax
|
$
|
122,850
|
|
|
$
|
(45,446
|
)
|
(1)
|
The income from discontinued operations, net of tax, for the
year ended December 31, 2015
includes the results of Ticket Monster through the disposition date of May 27, 2015.
|
|
|
December 31, 2014
|
||
Cash
|
|
$
|
55,279
|
|
Accounts receivable, net
|
|
14,557
|
|
|
Deferred income taxes
|
|
512
|
|
|
Property, equipment and software, net
|
|
6,471
|
|
|
Goodwill
|
|
211,054
|
|
|
Intangible assets, net
|
|
79,948
|
|
|
Other assets
|
|
18,729
|
|
|
Assets classified as held for sale
|
|
$
|
386,550
|
|
|
|
|
||
Accounts payable
|
|
$
|
8,033
|
|
Accrued merchant and supplier payables
|
|
138,411
|
|
|
Accrued expenses
|
|
16,092
|
|
|
Deferred income taxes
|
|
512
|
|
|
Other liabilities
|
|
9,944
|
|
|
Liabilities classified as held for sale
|
|
$
|
172,992
|
|
Cash
|
|
$
|
68,749
|
|
Contingent consideration
|
|
9,605
|
|
|
Total
|
|
$
|
78,354
|
|
Cash and cash equivalents
|
$
|
2,264
|
|
Accounts receivable
|
1,377
|
|
|
Prepaid expenses and other current assets
|
404
|
|
|
Property, equipment and software
|
24
|
|
|
Goodwill
|
60,080
|
|
|
Intangible assets:
(1)
|
|
||
Subscriber relationships
|
5,600
|
|
|
Merchant relationships
|
1,100
|
|
|
Developed technology
|
11,300
|
|
|
Trade name
|
900
|
|
|
Other intangible assets
|
1,850
|
|
|
Other non-current assets
|
31
|
|
|
Total assets acquired
|
$
|
84,930
|
|
Accounts payable
|
$
|
901
|
|
Accrued merchant and supplier payables
|
1,021
|
|
|
Accrued expenses and other current liabilities
|
2,918
|
|
|
Deferred income taxes
|
1,715
|
|
|
Other non-current liabilities
|
21
|
|
|
Total liabilities assumed
|
$
|
6,576
|
|
Total acquisition price
|
$
|
78,354
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are
5
years for trade name,
4
years for other intangible assets and
3
years for subscriber relationships, merchant relationships and developed technology.
|
Cash
|
|
$
|
5,744
|
|
Liability for purchase consideration
|
|
250
|
|
|
Total
|
|
$
|
5,994
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
1
and
5
years.
|
Cash
|
|
$
|
96,496
|
|
Issuance of 13,825,283 shares of Class A common stock
|
|
162,862
|
|
|
Total
|
|
$
|
259,358
|
|
Cash and cash equivalents
|
$
|
24,768
|
|
Accounts receivable
|
17,732
|
|
|
Prepaid expenses and other current assets
|
829
|
|
|
Property, equipment and software
|
5,944
|
|
|
Goodwill
|
218,692
|
|
|
Intangible assets:
(1)
|
|
||
Subscriber relationships
|
57,022
|
|
|
Merchant relationships
|
32,176
|
|
|
Developed technology
|
571
|
|
|
Trade name
|
19,325
|
|
|
Deferred income taxes
|
1,264
|
|
|
Other non-current assets
|
3,033
|
|
|
Total assets acquired
|
$
|
381,356
|
|
Accounts payable
|
$
|
5,951
|
|
Accrued merchant and supplier payables
|
82,934
|
|
|
Accrued expenses and other current liabilities
|
26,182
|
|
|
Deferred income taxes
|
1,264
|
|
|
Other non-current liabilities
|
5,667
|
|
|
Total liabilities assumed
|
$
|
121,998
|
|
Total acquisition price
|
$
|
259,358
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are
5
years for subscriber relationships,
3
years for merchant relationships,
2
years for developed technology and
5
years for trade name.
|
Cash and cash equivalents
|
$
|
79
|
|
Accounts receivable
|
988
|
|
|
Prepaid expenses and other current assets
|
22,081
|
|
|
Property, equipment and software
|
8,173
|
|
|
Goodwill
|
4,203
|
|
|
Intangible assets:
(1)
|
|
||
Subscriber relationships
|
5,490
|
|
|
Brand relationships
|
7,100
|
|
|
Trade name
|
4,500
|
|
|
Deferred income taxes
|
9,517
|
|
|
Total assets acquired
|
$
|
62,131
|
|
Accounts payable
|
$
|
1,640
|
|
Accrued supplier payables
|
4,092
|
|
|
Accrued expenses and other current liabilities
|
9,600
|
|
|
Deferred income taxes
|
348
|
|
|
Other non-current liabilities
|
3,753
|
|
|
Total liabilities assumed
|
$
|
19,433
|
|
Total acquisition price
|
$
|
42,698
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are
3
years for subscriber relationships,
5
years for brand relationships and
5
years for trade name.
|
|
Year Ended
December 31, 2013 |
||
Revenue
|
$
|
2,662,798
|
|
Net loss
|
(117,844
|
)
|
Cash
|
|
$
|
17,364
|
|
Issuance of 1,429,897 shares of Class A common stock
|
|
11,110
|
|
|
Contingent consideration
|
|
4,388
|
|
|
Total
|
|
$
|
32,862
|
|
Net working capital (including acquired cash of $0.2 million)
|
|
$
|
(396
|
)
|
Goodwill
|
|
27,150
|
|
|
Intangible assets:
(1)
|
|
|
||
Subscriber relationships
|
|
2,555
|
|
|
Developed technology
|
|
3,372
|
|
|
Brand relationships
|
|
579
|
|
|
Deferred income taxes
|
|
(398
|
)
|
|
Total acquisition price
|
|
$
|
32,862
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
1
and
5
years.
|
Cash
|
|
$
|
9,459
|
|
Issuance of 276,217 shares of Class A common stock
|
|
3,051
|
|
|
Contingent consideration
|
|
3,567
|
|
|
Total
|
|
$
|
16,077
|
|
Net working capital (including acquired cash of $2.1 million)
|
|
$
|
1,728
|
|
Property and equipment
|
|
99
|
|
|
Goodwill
|
|
9,504
|
|
|
Intangible assets:
(1)
|
|
|
||
Subscriber relationships
|
|
1,928
|
|
|
Merchant relationships
|
|
757
|
|
|
Developed technology
|
|
2,742
|
|
|
Other intangible assets
|
|
50
|
|
|
Net deferred tax liabilities
|
|
(731
|
)
|
|
Total acquisition price
|
|
$
|
16,077
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
1
and
5
years.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Warehouse equipment
|
|
$
|
4,838
|
|
|
$
|
4,507
|
|
Furniture and fixtures
|
|
15,837
|
|
|
14,371
|
|
||
Leasehold improvements
|
|
45,543
|
|
|
38,941
|
|
||
Office and telecommunications equipment
|
|
3,916
|
|
|
4,186
|
|
||
Purchased software
|
|
40,029
|
|
|
37,050
|
|
||
Computer hardware
(1)
|
|
185,676
|
|
|
134,856
|
|
||
Internally-developed software
|
|
188,602
|
|
|
132,041
|
|
||
Total property, equipment and software, gross
|
|
484,441
|
|
|
365,952
|
|
||
Less: accumulated depreciation and amortization
|
|
(285,544
|
)
|
|
(189,948
|
)
|
||
Property, equipment and software, net
|
|
$
|
198,897
|
|
|
$
|
176,004
|
|
(1)
|
Includes computer hardware acquired under capital leases of
$86.7 million
and
$48.0 million
as of
December 31, 2015
and
2014
, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenue - third party and other
|
|
$
|
16,299
|
|
|
$
|
9,028
|
|
|
$
|
5,887
|
|
Cost of revenue - direct
|
|
9,273
|
|
|
4,813
|
|
|
2,130
|
|
|||
Selling, general and administrative
|
|
87,476
|
|
|
80,304
|
|
|
59,806
|
|
|||
Total
|
|
$
|
113,048
|
|
|
$
|
94,145
|
|
|
$
|
67,823
|
|
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||
Balance as of December 31, 2013
|
|
$
|
85,457
|
|
|
$
|
115,669
|
|
|
$
|
19,701
|
|
|
$
|
220,827
|
|
Goodwill related to acquisitions
|
|
31,353
|
|
|
—
|
|
|
—
|
|
|
31,353
|
|
||||
Foreign currency translation
|
|
(92
|
)
|
|
(13,490
|
)
|
|
(1,842
|
)
|
|
(15,424
|
)
|
||||
Balance as of December 31, 2014
|
|
$
|
116,718
|
|
|
$
|
102,179
|
|
|
$
|
17,859
|
|
|
$
|
236,756
|
|
Goodwill related to acquisitions
|
|
62,029
|
|
|
—
|
|
|
949
|
|
|
62,978
|
|
||||
Goodwill related to disposition
|
|
—
|
|
|
—
|
|
|
(975
|
)
|
|
(975
|
)
|
||||
Foreign currency translation
|
|
(1
|
)
|
|
(10,116
|
)
|
|
(1,310
|
)
|
|
(11,427
|
)
|
||||
Balance as of December 31, 2015
|
|
$
|
178,746
|
|
|
$
|
92,063
|
|
|
$
|
16,523
|
|
|
$
|
287,332
|
|
|
|
December 31, 2015
|
||||||||||
Asset Category
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
Subscriber relationships
|
|
$
|
52,204
|
|
|
$
|
43,725
|
|
|
$
|
8,479
|
|
Merchant relationships
|
|
9,648
|
|
|
8,064
|
|
|
1,584
|
|
|||
Trade names
|
|
11,013
|
|
|
7,396
|
|
|
3,617
|
|
|||
Developed technology
|
|
37,103
|
|
|
25,436
|
|
|
11,667
|
|
|||
Brand relationships
|
|
7,960
|
|
|
3,073
|
|
|
4,887
|
|
|||
Other intangible assets
|
|
20,638
|
|
|
14,389
|
|
|
6,249
|
|
|||
Total
|
|
$
|
138,566
|
|
|
$
|
102,083
|
|
|
$
|
36,483
|
|
|
|
December 31, 2014
|
||||||||||
Asset Category
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
Subscriber relationships
|
|
$
|
48,810
|
|
|
$
|
37,744
|
|
|
$
|
11,066
|
|
Merchant relationships
|
|
8,386
|
|
|
8,323
|
|
|
63
|
|
|||
Trade names
|
|
10,532
|
|
|
6,935
|
|
|
3,597
|
|
|||
Developed technology
|
|
25,352
|
|
|
21,713
|
|
|
3,639
|
|
|||
Brand relationships
|
|
7,664
|
|
|
1,486
|
|
|
6,178
|
|
|||
Other intangible assets
|
|
17,045
|
|
|
10,979
|
|
|
6,066
|
|
|||
Total
|
|
$
|
117,789
|
|
|
$
|
87,180
|
|
|
$
|
30,609
|
|
|
December 31, 2015
|
|
Percent Ownership of Voting Stock
|
|
December 31, 2014
|
|
Percent Ownership of Voting Stock
|
||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
$
|
10,116
|
|
|
|
|
|
|
$
|
2,527
|
|
|
|
|
|
||||
Redeemable preferred shares
|
22,834
|
|
|
17
|
%
|
to
|
25
|
%
|
|
4,910
|
|
|
17
|
%
|
to
|
19
|
%
|
||
Total available-for-sale securities
|
32,950
|
|
|
|
|
|
|
7,437
|
|
|
|
|
|
||||||
Cost method investments
|
14,561
|
|
|
2
|
%
|
to
|
10
|
%
|
|
15,630
|
|
|
6
|
%
|
to
|
19
|
%
|
||
Equity method investments
|
—
|
|
|
—
|
%
|
|
|
|
1,231
|
|
|
21
|
%
|
to
|
50
|
%
|
|||
Fair value option investments
|
130,725
|
|
|
43
|
%
|
to
|
45
|
%
|
|
—
|
|
|
|
|
|
|
|||
Total investments
|
$
|
178,236
|
|
|
|
|
$
|
24,298
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
(1)
|
|
Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Convertible debt securities
|
$
|
9,234
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
10,116
|
|
|
$
|
2,030
|
|
|
$
|
497
|
|
|
$
|
—
|
|
|
$
|
2,527
|
|
Redeemable preferred shares
|
22,973
|
|
|
—
|
|
|
(139
|
)
|
|
22,834
|
|
|
4,599
|
|
|
311
|
|
|
—
|
|
|
4,910
|
|
||||||||
Total available-for-sale securities
|
$
|
32,207
|
|
|
$
|
882
|
|
|
$
|
(139
|
)
|
|
$
|
32,950
|
|
|
$
|
6,629
|
|
|
$
|
808
|
|
|
$
|
—
|
|
|
$
|
7,437
|
|
(1)
|
Available-for-sale securities with an unrealized loss have been in a loss position for less than 12 months.
|
|
Period from May 28, 2015 through December 31, 2015
(1)
|
||
Revenue
|
$
|
83,897
|
|
Gross profit
|
(18,596
|
)
|
|
Loss before income taxes
|
(107,914
|
)
|
|
Net loss
|
(107,914
|
)
|
|
December 31, 2015
|
||
Current assets
|
$
|
153,408
|
|
Non-current assets
|
482,295
|
|
|
Current liabilities
|
275,342
|
|
|
Non-current liabilities
|
7,086
|
|
(1)
|
The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP.
|
|
Period from August 7, 2015 through December 31, 2015
(1)
|
||
Revenue
|
$
|
578
|
|
Gross profit
|
235
|
|
|
Loss before income taxes
|
(11,479
|
)
|
|
Net loss
|
(10,019
|
)
|
|
December 31, 2015
|
||
Current assets
|
$
|
3,501
|
|
Non-current assets
|
29,127
|
|
|
Current liabilities
|
7,674
|
|
|
Non-current liabilities
|
333
|
|
(1)
|
The summarized financial information is presented for the period beginning August 7, 2015, after completion of the Groupon India disposition transaction that resulted in the Company obtaining its minority investment in GroupMax.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
|
$
|
1,219
|
|
|
$
|
1,416
|
|
|
$
|
1,721
|
|
Interest expense
|
|
(3,001
|
)
|
|
(883
|
)
|
|
(291
|
)
|
|||
Impairments of investments
|
|
—
|
|
|
(2,036
|
)
|
|
(85,925
|
)
|
|||
Gain (loss) on equity method investments
|
|
—
|
|
|
(459
|
)
|
|
(44
|
)
|
|||
Gain (loss) on changes in fair value of investments
|
|
(2,943
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gains (losses), net
(1)
|
|
(23,799
|
)
|
|
(31,499
|
)
|
|
(10,271
|
)
|
|||
Other
|
|
(15
|
)
|
|
11
|
|
|
147
|
|
|||
Other income (expense), net
|
|
$
|
(28,539
|
)
|
|
$
|
(33,450
|
)
|
|
$
|
(94,663
|
)
|
(1)
|
Foreign currency gains (losses), net for the
year ended December 31, 2015
includes a
$4.4 million
cumulative translation adjustment loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition, partially offset by a
$3.7 million
net cumulative translation adjustment gain that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 13, "
Restructuring
" for additional information.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Finished goods inventories
|
42,305
|
|
|
52,237
|
|
||
Prepaid expenses
|
49,134
|
|
|
32,758
|
|
||
Income taxes receivable
|
32,483
|
|
|
41,769
|
|
||
VAT receivable
|
14,305
|
|
|
17,746
|
|
||
Other
|
15,478
|
|
|
47,872
|
|
||
Total prepaid expenses and other current assets
|
$
|
153,705
|
|
|
$
|
192,382
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Accrued merchant payables
|
$
|
471,607
|
|
|
$
|
499,317
|
|
Accrued supplier payables
(1)
|
304,604
|
|
|
272,839
|
|
||
Total accrued merchant and supplier payables
|
$
|
776,211
|
|
|
$
|
772,156
|
|
(1)
|
Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Refunds reserve
|
35,297
|
|
|
32,535
|
|
||
Payroll and benefits
|
50,454
|
|
|
59,802
|
|
||
Customer credits
|
32,293
|
|
|
42,729
|
|
||
Restructuring-related liabilities
|
11,556
|
|
|
—
|
|
||
Income taxes payable
|
13,885
|
|
|
14,461
|
|
||
Deferred revenue
|
40,396
|
|
|
46,344
|
|
||
Current portion of capital lease obligations
|
26,776
|
|
|
14,872
|
|
||
Other
|
192,067
|
|
|
130,638
|
|
||
Total accrued expenses and other current liabilities
|
$
|
402,724
|
|
|
$
|
341,381
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Long-term tax liabilities
|
$
|
46,506
|
|
|
$
|
82,138
|
|
Capital lease obligations
|
30,943
|
|
|
23,387
|
|
||
Other
|
36,091
|
|
|
24,006
|
|
||
Total other non-current liabilities
|
$
|
113,540
|
|
|
$
|
129,531
|
|
|
Foreign currency translation adjustments
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
Pension adjustments
|
|
Total
|
||||||||
Balance as of December 31, 2013
|
$
|
24,952
|
|
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
24,830
|
|
Other comprehensive income (loss) before reclassification adjustments
|
11,812
|
|
|
(210
|
)
|
|
(1,500
|
)
|
|
10,102
|
|
||||
Reclassification adjustment included in net income (loss)
|
—
|
|
|
831
|
|
|
—
|
|
|
831
|
|
||||
Other comprehensive income (loss)
|
11,812
|
|
|
621
|
|
|
(1,500
|
)
|
|
10,933
|
|
||||
Balance as of December 31, 2014
|
36,764
|
|
|
499
|
|
|
(1,500
|
)
|
|
35,763
|
|
||||
Other comprehensive income (loss) before reclassification adjustments
|
3,376
|
|
|
(41
|
)
|
|
(113
|
)
|
|
3,222
|
|
||||
Reclassification adjustments included in net income (loss)
|
12,121
|
|
|
—
|
|
|
100
|
|
|
12,221
|
|
||||
Other comprehensive income (loss)
|
15,497
|
|
|
(41
|
)
|
|
(13
|
)
|
|
15,443
|
|
||||
Balance as of December 31, 2015
|
$
|
52,261
|
|
|
$
|
458
|
|
|
$
|
(1,513
|
)
|
|
$
|
51,206
|
|
|
|
Year Ended December 31,
|
|
Consolidated Statements of Operations Line Item
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
||||||
Gain (loss) on disposition - continuing operations
|
|
$
|
(906
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gain on disposition of business
|
Gain (loss) on country exits - continuing operations
|
|
714
|
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
|||
Gain (loss) on disposition - discontinued operations
|
|
12,313
|
|
|
—
|
|
|
—
|
|
|
Income (loss) from discontinued operations, net of tax
|
|||
Reclassification adjustments
|
|
12,121
|
|
|
—
|
|
|
—
|
|
|
|
|||
Unrealized gain (loss) on available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||
Other-than-temporary impairment of available-for-sale security
|
|
—
|
|
|
1,340
|
|
|
—
|
|
|
Other income (expense), net
|
|||
Less: Tax effect
|
|
—
|
|
|
(509
|
)
|
|
—
|
|
|
Provision (benefit) for income taxes
|
|||
Reclassification adjustment
|
|
—
|
|
|
831
|
|
|
—
|
|
|
|
|||
Pension adjustments
|
|
|
|
|
|
|
|
|
||||||
Amortization of prior service costs and actuarial gains (losses)
|
|
119
|
|
|
—
|
|
|
—
|
|
|
Selling, general and administrative
|
|||
Less: Tax effect
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
Provision (benefit) for income taxes
|
|||
Reclassification adjustment
|
|
100
|
|
|
—
|
|
|
—
|
|
|
|
|||
Total reclassification adjustments
|
|
$
|
12,221
|
|
|
$
|
831
|
|
|
$
|
—
|
|
|
|
|
|
Capital Leases
|
|
Operating leases
|
||||
2016
|
|
$
|
26,644
|
|
|
$
|
48,262
|
|
2017
|
|
23,101
|
|
|
47,552
|
|
||
2018
|
|
9,084
|
|
|
36,107
|
|
||
2019
|
|
470
|
|
|
27,102
|
|
||
2020
|
|
—
|
|
|
23,735
|
|
||
Thereafter
|
|
—
|
|
|
87,393
|
|
||
Total minimum lease payments
|
|
59,299
|
|
|
$
|
270,151
|
|
|
Less: Amount representing interest
|
|
(1,580
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
|
57,719
|
|
|
|
|||
Less: Current portion of capital lease obligations
|
|
(26,776
|
)
|
|
|
|||
Total long-term capital lease obligations
|
|
$
|
30,943
|
|
|
|
2016
|
|
$
|
32,982
|
|
2017
|
|
12,817
|
|
|
2018
|
|
33
|
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total purchase obligations
|
|
$
|
45,832
|
|
•
|
if the Company proposes to amend its certificate of incorporation to alter or change the powers, preferences or special rights of the shares of a class of its stock so as to affect them adversely or to increase or decrease the par value of the shares of a class of the Company's stock;
|
•
|
if the Company proposes to treat the shares of a class of its stock differently with respect to any dividend or distribution of cash, property or shares of the Company's stock paid or distributed by the Company;
|
•
|
if the Company proposes to treat the shares of a class of its stock differently with respect to any subdivision or combination of the shares of a class of the Company's stock; or
|
•
|
if the Company proposes to treat the shares of a class of its stock differently in connection with a change in control, liquidation, dissolution, distribution of assets or winding down of the Company with respect to any consideration into which the shares are converted or any consideration paid or otherwise distributed to its stockholders.
|
|
|
Options
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands) (1) |
|||||
Outstanding at December 31, 2014
|
|
2,262,994
|
|
|
$
|
1.09
|
|
|
5.03
|
|
$
|
16,226
|
|
Exercised
|
|
(673,608
|
)
|
|
$
|
1.41
|
|
|
|
|
|
||
Forfeited
|
|
(4,554
|
)
|
|
$
|
2.07
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
|
1,584,832
|
|
|
$
|
0.95
|
|
|
3.96
|
|
$
|
3,360
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2015
|
|
1,584,832
|
|
|
$
|
0.95
|
|
|
3.96
|
|
$
|
3,360
|
|
(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 fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of
December 31,
|
|
|
Restricted Stock Units
|
|
Weighted- Average Grant Date Fair Value (per share)
|
|||
Unvested at December 31, 2014
|
|
41,337,927
|
|
|
$
|
7.78
|
|
Granted
|
|
29,396,735
|
|
|
$
|
6.01
|
|
Vested
|
|
(21,306,534
|
)
|
|
$
|
7.67
|
|
Forfeited
|
|
(10,284,619
|
)
|
|
$
|
7.72
|
|
Unvested at December 31, 2015
|
|
39,143,509
|
|
|
$
|
6.53
|
|
|
|
Restricted Stock Awards
|
|
Weighted- Average Grant Date Fair Value (per share)
|
|||
Unvested at December 31, 2014
|
|
34,067
|
|
|
$
|
15.53
|
|
Granted
|
|
2,203,861
|
|
|
$
|
5.95
|
|
Vested
|
|
(329,520
|
)
|
|
$
|
7.90
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Unvested at December 31, 2015
|
|
1,908,408
|
|
|
$
|
5.72
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Employee Severance and Benefit Costs
(1)
|
|
Asset Impairments
(2)
|
|
Other Exit Costs
|
|
Total Restructuring Charges
|
||||||||
North America
|
|
$
|
2,000
|
|
|
$
|
6,740
|
|
|
$
|
1,755
|
|
|
$
|
10,495
|
|
EMEA
|
|
15,060
|
|
|
223
|
|
|
829
|
|
|
16,112
|
|
||||
Rest of World
|
|
1,950
|
|
|
304
|
|
|
707
|
|
|
2,961
|
|
||||
Consolidated
|
|
$
|
19,010
|
|
|
$
|
7,267
|
|
|
$
|
3,291
|
|
|
$
|
29,568
|
|
(1)
|
The employee severance and benefit costs for the
year ended December 31, 2015
relates to the termination of approximately
1,000
employees. The remaining cash payments for those costs are expected to be disbursed through March 31, 2016.
|
(2)
|
Asset impairments relate to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities.
|
|
|
Employee Severance and Benefit Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance as of December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
|
19,010
|
|
|
3,291
|
|
|
22,301
|
|
|||
Cash payments
|
|
(9,408
|
)
|
|
(755
|
)
|
|
(10,163
|
)
|
|||
Foreign currency translation
|
|
(585
|
)
|
|
3
|
|
|
(582
|
)
|
|||
Balance as of December 31, 2015
|
|
$
|
9,017
|
|
|
$
|
2,539
|
|
|
$
|
11,556
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(100,445
|
)
|
|
$
|
(20,057
|
)
|
|
$
|
62,021
|
|
International
|
(7,871
|
)
|
|
17,308
|
|
|
(80,930
|
)
|
|||
Income (loss) before provision (benefit) for income taxes
|
$
|
(108,316
|
)
|
|
$
|
(2,749
|
)
|
|
$
|
(18,909
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Continuing Operations
|
$
|
(19,145
|
)
|
|
$
|
15,724
|
|
|
$
|
70,037
|
|
Discontinued Operations
|
48,028
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
28,883
|
|
|
$
|
15,724
|
|
|
$
|
70,037
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current taxes:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(23,913
|
)
|
|
$
|
(3,518
|
)
|
|
$
|
22,321
|
|
State
|
(2,613
|
)
|
|
69
|
|
|
1,693
|
|
|||
International
|
16,366
|
|
|
30,297
|
|
|
64,078
|
|
|||
Total current taxes
|
(10,160
|
)
|
|
26,848
|
|
|
88,092
|
|
|||
Deferred taxes:
|
|
|
|
|
|
||||||
U.S. federal
|
(8,936
|
)
|
|
(5,132
|
)
|
|
4,675
|
|
|||
State
|
4,324
|
|
|
(742
|
)
|
|
(5,687
|
)
|
|||
International
|
(4,373
|
)
|
|
(5,250
|
)
|
|
(17,043
|
)
|
|||
Total deferred taxes
|
(8,985
|
)
|
|
(11,124
|
)
|
|
(18,055
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(19,145
|
)
|
|
$
|
15,724
|
|
|
$
|
70,037
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. federal income tax provision (benefit) at statutory rate
|
$
|
(37,911
|
)
|
|
$
|
(962
|
)
|
|
$
|
(6,618
|
)
|
Foreign income and losses taxed at different rates
(1)
|
3,226
|
|
|
(5,416
|
)
|
|
14,935
|
|
|||
State income taxes, net of federal benefits, and state tax credits
|
(16,382
|
)
|
|
(12,851
|
)
|
|
(5,984
|
)
|
|||
Change in valuation allowances
|
48,215
|
|
|
19,094
|
|
|
24,404
|
|
|||
Effect of foreign and state rate changes on deferred items
|
(117
|
)
|
|
178
|
|
|
837
|
|
|||
Tax effects of intercompany transactions
|
12,448
|
|
|
25,081
|
|
|
23,519
|
|
|||
Adjustments related to uncertain tax positions
|
(14,877
|
)
|
|
(12,334
|
)
|
|
19,335
|
|
|||
Non-deductible stock-based compensation expense
|
5,408
|
|
|
4,256
|
|
|
9,000
|
|
|||
Federal research and development credits
|
(14,636
|
)
|
|
(4,430
|
)
|
|
(4,650
|
)
|
|||
Deductions for investments in subsidiaries that have ceased operations
|
(4,924
|
)
|
|
—
|
|
|
—
|
|
|||
Non-taxable gain on disposition of business
|
(5,070
|
)
|
|
—
|
|
|
—
|
|
|||
Non-deductible or non-taxable items
|
5,475
|
|
|
3,108
|
|
|
(4,741
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(19,145
|
)
|
|
$
|
15,724
|
|
|
$
|
70,037
|
|
(1)
|
Tax rates in foreign jurisdictions are generally lower than the U.S. federal statutory rate. This results in an increase to the provision for income taxes (or decrease to the benefit for income taxes) in this rate reconciliation for the years ended December 31, 2015 and 2013, prior to the impact of valuation allowances, due to the net pre-tax losses from continuing operations in those foreign jurisdictions.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
52,250
|
|
|
$
|
31,721
|
|
Stock-based compensation
|
8,328
|
|
|
6,911
|
|
||
Net operating loss and tax credit carryforwards
|
207,581
|
|
|
202,820
|
|
||
Intangible assets, net
|
17,758
|
|
|
20,786
|
|
||
Investments
|
—
|
|
|
1,441
|
|
||
Unrealized foreign exchange losses
|
7,761
|
|
|
5,011
|
|
||
Other
|
2,080
|
|
|
2,610
|
|
||
Total deferred tax assets
|
295,758
|
|
|
271,300
|
|
||
Less valuation allowances
|
(230,288
|
)
|
|
(194,785
|
)
|
||
Deferred tax assets, net of valuation allowance
|
65,470
|
|
|
76,515
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Investments
|
(13,782
|
)
|
|
—
|
|
||
Prepaid expenses and other assets
|
(1,881
|
)
|
|
(1,455
|
)
|
||
Property, equipment and software, net
|
(29,664
|
)
|
|
(25,224
|
)
|
||
Deferred revenue
|
(25,301
|
)
|
|
(25,013
|
)
|
||
Total deferred tax liabilities
|
(70,628
|
)
|
|
(51,692
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(5,158
|
)
|
|
$
|
24,823
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning Balance
|
|
$
|
98,321
|
|
|
$
|
110,305
|
|
|
$
|
85,481
|
|
Increases related to prior year tax positions
|
|
—
|
|
|
5,489
|
|
|
10,494
|
|
|||
Decreases related to prior year tax positions
|
|
(25,702
|
)
|
|
(27,875
|
)
|
|
(2,103
|
)
|
|||
Increases related to current year tax positions
|
|
10,590
|
|
|
17,348
|
|
|
14,565
|
|
|||
Foreign currency translation
|
|
(3,572
|
)
|
|
(6,946
|
)
|
|
1,868
|
|
|||
Ending Balance
|
|
$
|
79,637
|
|
|
$
|
98,321
|
|
|
$
|
110,305
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
December 31, 2015
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
305,179
|
|
|
$
|
305,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value option investments
|
130,725
|
|
|
—
|
|
|
—
|
|
|
130,725
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
10,116
|
|
|
—
|
|
|
—
|
|
|
10,116
|
|
||||
Redeemable preferred shares
|
22,834
|
|
|
—
|
|
|
—
|
|
|
22,834
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
10,781
|
|
|
|
|
|
—
|
|
|
10,781
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
December 31, 2014
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
440,596
|
|
|
$
|
440,596
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
2,527
|
|
|
—
|
|
|
—
|
|
|
2,527
|
|
||||
Redeemable preferred shares
|
4,910
|
|
|
—
|
|
|
—
|
|
|
4,910
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
1,983
|
|
|
—
|
|
|
—
|
|
|
1,983
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Fair value option investments:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisitions of investments carried at fair value
|
|
138,475
|
|
|
—
|
|
|
—
|
|
|||
Sale of investments carried at fair value
|
|
(4,807
|
)
|
|
—
|
|
|
—
|
|
|||
Total gains (losses) included in earnings
|
|
(2,943
|
)
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
|
$
|
130,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized (losses) gains still held
(1)
|
|
$
|
(3,023
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale securities
|
|
|
|
|
|
|
||||||
Convertible debt securities:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
2,527
|
|
|
$
|
3,174
|
|
|
$
|
3,087
|
|
Purchases of convertible debt securities
|
|
6,635
|
|
|
—
|
|
|
370
|
|
|||
Total gains (losses) included in other comprehensive income
|
|
385
|
|
|
693
|
|
|
(283
|
)
|
|||
Total gains (losses) included in other income (expense), net
(2)
|
|
569
|
|
|
(1,340
|
)
|
|
—
|
|
|||
Ending Balance
|
|
$
|
10,116
|
|
|
$
|
2,527
|
|
|
$
|
3,174
|
|
Unrealized gains (losses) still held
(1)
|
|
$
|
954
|
|
|
$
|
(647
|
)
|
|
$
|
(283
|
)
|
Redeemable preferred shares:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
4,910
|
|
|
$
|
—
|
|
|
$
|
42,539
|
|
Acquisitions of preferred shares in exchange transactions
|
|
—
|
|
|
—
|
|
|
34,982
|
|
|||
Purchase of redeemable preferred shares
|
|
18,375
|
|
|
4,599
|
|
|
8,000
|
|
|||
Total gains (losses) included in other comprehensive income (loss)
|
|
(451
|
)
|
|
311
|
|
|
—
|
|
|||
Other-than-temporary impairments included in earnings
|
|
—
|
|
|
—
|
|
|
(85,521
|
)
|
|||
Ending Balance
|
|
$
|
22,834
|
|
|
$
|
4,910
|
|
|
$
|
—
|
|
Unrealized gains (losses) still held
(1)
|
|
$
|
(451
|
)
|
|
$
|
311
|
|
|
$
|
(85,521
|
)
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||
Contingent Consideration:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
1,983
|
|
|
$
|
606
|
|
|
$
|
7,601
|
|
Issuance of contingent consideration in connection with acquisitions
|
|
9,605
|
|
|
4,388
|
|
|
3,567
|
|
|||
Settlements of contingent consideration liabilities
|
|
(716
|
)
|
|
(424
|
)
|
|
(4,377
|
)
|
|||
Reclass to non-fair value liabilities when no longer contingent
|
|
(331
|
)
|
|
(143
|
)
|
|
(3,014
|
)
|
|||
Total losses (gains) included in earnings
(3)
|
|
240
|
|
|
(2,444
|
)
|
|
(3,171
|
)
|
|||
Ending Balance
|
|
$
|
10,781
|
|
|
$
|
1,983
|
|
|
$
|
606
|
|
Unrealized losses (gains) still held
(1)
|
|
$
|
(148
|
)
|
|
$
|
(2,405
|
)
|
|
$
|
360
|
|
(1)
|
Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period.
|
(2)
|
Represents accretion of interest income and changes in the fair value of an embedded derivative for the year ended
December 31, 2015
and an other-than-temporary-impairment for the year ended
December 31, 2014
.
|
(3)
|
Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Cost method investments
|
|
$
|
14,561
|
|
|
$
|
15,922
|
|
|
$
|
15,630
|
|
|
$
|
16,134
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of net income (loss) - continuing operations
|
|
$
|
(88,842
|
)
|
|
$
|
(329
|
)
|
|
$
|
(18,407
|
)
|
|
$
|
(66
|
)
|
|
$
|
(88,626
|
)
|
|
$
|
(320
|
)
|
Less: Allocation of net income (loss) attributable to noncontrolling interests
|
|
12,963
|
|
|
48
|
|
|
9,138
|
|
|
33
|
|
|
6,424
|
|
|
23
|
|
||||||
Allocation of net income (loss) attributable to common stockholders - continuing operations
|
|
$
|
(101,805
|
)
|
|
$
|
(377
|
)
|
|
$
|
(27,545
|
)
|
|
$
|
(99
|
)
|
|
$
|
(95,050
|
)
|
|
$
|
(343
|
)
|
Allocation of net income (loss) attributable to common stockholders - discontinued operations
|
|
122,396
|
|
|
454
|
|
|
(45,284
|
)
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
||||||
Allocation of net income (loss) attributable to common stockholders
|
|
$
|
20,591
|
|
|
$
|
77
|
|
|
$
|
(72,829
|
)
|
|
$
|
(261
|
)
|
|
$
|
(95,050
|
)
|
|
$
|
(343
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding
|
|
647,706,249
|
|
|
2,399,976
|
|
|
672,432,417
|
|
|
2,399,976
|
|
|
661,510,218
|
|
|
2,399,976
|
|
||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations
|
|
0.19
|
|
|
0.19
|
|
|
(0.07
|
)
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
||||||
Basic net income (loss) per share
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of net income (loss) attributable to common stockholders - continuing operations
|
|
$
|
(101,805
|
)
|
|
$
|
(377
|
)
|
|
$
|
(27,545
|
)
|
|
$
|
(99
|
)
|
|
$
|
(95,050
|
)
|
|
$
|
(343
|
)
|
Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Allocation of net income (loss) attributable to common stockholders - continuing operations
|
|
$
|
(101,805
|
)
|
|
$
|
(377
|
)
|
|
$
|
(27,545
|
)
|
|
$
|
(99
|
)
|
|
$
|
(95,050
|
)
|
|
$
|
(343
|
)
|
Allocation of net income (loss) attributable to common stockholders - discontinued operations
|
|
$
|
122,396
|
|
|
$
|
454
|
|
|
$
|
(45,284
|
)
|
|
$
|
(162
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Allocation of net income (loss) attributable to common stockholders - discontinued operations
|
|
122,396
|
|
|
454
|
|
|
(45,284
|
)
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
||||||
Allocation of net income (loss) attributable to common stockholders
|
|
$
|
20,591
|
|
|
$
|
77
|
|
|
$
|
(72,829
|
)
|
|
$
|
(261
|
)
|
|
$
|
(95,050
|
)
|
|
$
|
(343
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding used in basic computation
|
|
647,706,249
|
|
|
2,399,976
|
|
|
672,432,417
|
|
|
2,399,976
|
|
|
661,510,218
|
|
|
2,399,976
|
|
||||||
Conversion of Class B
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee stock options
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted shares and RSUs
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Weighted-average diluted shares outstanding
(1)
|
|
647,706,249
|
|
|
2,399,976
|
|
|
672,432,417
|
|
|
2,399,976
|
|
|
661,510,218
|
|
|
2,399,976
|
|
||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations
|
|
0.19
|
|
|
0.19
|
|
|
(0.07
|
)
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
||||||
Diluted net income (loss) per share
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
(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
years ended
December 31, 2015
,
2014
and
2013
because the effect on net loss per share from continuing operations would be antidilutive.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Stock options
|
|
1,884,958
|
|
|
2,775,771
|
|
|
5,594,033
|
|
Restricted stock units
|
|
41,079,648
|
|
|
42,341,320
|
|
|
39,618,897
|
|
Restricted stock
|
|
1,346,447
|
|
|
52,854
|
|
|
298,292
|
|
ESPP shares
|
|
916,837
|
|
|
507,916
|
|
|
444,439
|
|
Total
|
|
45,227,890
|
|
|
45,677,861
|
|
|
45,955,661
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
North America
|
|
|
|
|
|
|
||||||
Revenue
(1)
|
|
$
|
2,047,742
|
|
|
$
|
1,824,461
|
|
|
$
|
1,521,358
|
|
Segment cost of revenue and operating expenses
(3) (4) (5)
|
|
2,029,643
|
|
|
1,755,113
|
|
|
1,380,746
|
|
|||
Segment operating income (loss)
(3)
|
|
18,099
|
|
|
69,348
|
|
|
140,612
|
|
|||
EMEA
|
|
|
|
|
|
|
||||||
Revenue
(1)
|
|
867,880
|
|
|
961,130
|
|
|
742,915
|
|
|||
Segment cost of revenue and operating expenses
(3) (5) (6)
|
|
797,786
|
|
|
857,062
|
|
|
631,409
|
|
|||
Segment operating income (loss)
(3)
|
|
70,094
|
|
|
104,068
|
|
|
111,506
|
|
|||
Rest of World
|
|
|
|
|
|
|
||||||
Revenue
|
|
203,894
|
|
|
256,532
|
|
|
309,382
|
|
|||
Segment cost of revenue and operating expenses
(3) (5)
|
|
228,273
|
|
|
282,688
|
|
|
364,295
|
|
|||
Segment operating income (loss)
(3)
|
|
(24,379
|
)
|
|
(26,156
|
)
|
|
(54,913
|
)
|
|||
Consolidated
|
|
|
|
|
|
|
||||||
Revenue
|
|
3,119,516
|
|
|
3,042,123
|
|
|
2,573,655
|
|
|||
Segment cost of revenue and operating expenses
(3) (4) (5) (6)
|
|
3,055,702
|
|
|
2,894,863
|
|
|
2,376,450
|
|
|||
Segment operating income (loss)
(3)
|
|
63,814
|
|
|
147,260
|
|
|
197,205
|
|
|||
Stock-based compensation
(2)
|
|
141,734
|
|
|
115,290
|
|
|
121,462
|
|
|||
Acquisition-related expense (benefit), net
|
|
1,857
|
|
|
1,269
|
|
|
(11
|
)
|
|||
Income (loss) from operations
|
|
(79,777
|
)
|
|
30,701
|
|
|
75,754
|
|
|||
Other income (expense), net
|
|
(28,539
|
)
|
|
(33,450
|
)
|
|
(94,663
|
)
|
|||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(108,316
|
)
|
|
(2,749
|
)
|
|
(18,909
|
)
|
|||
Provision (benefit) for income taxes
|
|
(19,145
|
)
|
|
15,724
|
|
|
70,037
|
|
|||
Income (loss) from continuing operations
|
|
(89,171
|
)
|
|
(18,473
|
)
|
|
(88,946
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
122,850
|
|
|
(45,446
|
)
|
|
—
|
|
|||
Net income (loss)
|
|
$
|
33,679
|
|
|
$
|
(63,919
|
)
|
|
$
|
(88,946
|
)
|
(1)
|
North America includes revenue from the United States of
$2,022.5 million
,
$1,784.6 million
and
$1,471.9 million
for the
years ended
December 31, 2015
,
2014
and
2013
respectively. Beginning in September 2013, direct revenue transactions in the EMEA Goods category have been transacted through a Switzerland-based subsidiary. As a result, EMEA includes revenue from Switzerland of
$496.2 million
and
$468.7 million
for the
years ended
December 31, 2015
and
2014
. There were no other individual countries that represented more than
10%
of consolidated total revenue for the years ended
December 31, 2015
,
2014
and
2013
.
|
(2)
|
Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other income (expense), net, includes
$0.3 million
of additional stock-based compensation for the year ended
December 31, 2015
.
|
(3)
|
Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, 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. The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the
years ended
December 31, 2015
,
2014
and
2013
. (in thousands):
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Stock-based compensation
|
|
Acquisition-related
|
|
Stock-based compensation
|
|
Acquisition-related
|
|
Stock-based compensation
|
|
Acquisition-related
|
||||||||||||
North America
|
|
$
|
124,078
|
|
|
$
|
1,857
|
|
|
$
|
99,939
|
|
|
$
|
1,125
|
|
|
$
|
90,877
|
|
|
$
|
1,285
|
|
EMEA
|
|
11,445
|
|
|
—
|
|
|
9,927
|
|
|
144
|
|
|
16,263
|
|
|
(1,296
|
)
|
||||||
Rest of World
|
|
6,546
|
|
|
—
|
|
|
5,424
|
|
|
—
|
|
|
14,322
|
|
|
—
|
|
||||||
Consolidated
|
|
$
|
142,069
|
|
|
$
|
1,857
|
|
|
$
|
115,290
|
|
|
$
|
1,269
|
|
|
$
|
121,462
|
|
|
$
|
(11
|
)
|
(4)
|
Segment cost of revenue and operating expenses for North America for the year ended
December 31, 2015
includes a
$37.5 million
expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 10, "
Commitments and Contingencies
," for additional information.
|
(5)
|
Segment cost of revenue and operating expenses for the year ended
December 31, 2015
includes restructuring charges of
$10.5 million
in North America,
$16.1 million
in EMEA and
$3.0 million
in Rest of World. See Note 13, "
Restructuring
," for additional information.
|
(6)
|
Segment cost of revenue and operating expenses for EMEA for the year ended
December 31, 2015
includes a
$6.7 million
expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
North America
(1)
|
$
|
1,063,595
|
|
|
$
|
1,150,417
|
|
EMEA
|
508,353
|
|
|
552,486
|
|
||
Rest of World
|
224,316
|
|
|
138,144
|
|
||
Assets held for sale
(1)
|
—
|
|
|
386,550
|
|
||
Consolidated total assets
|
$
|
1,796,264
|
|
|
$
|
2,227,597
|
|
(1)
|
North America contains assets from the United States of
$1,018.2 million
and
$1,120.4 million
as of
December 31, 2015
and
2014
, respectively. Assets held for sale contains assets from the Republic of Korea of
$386.6 million
as of
December 31, 2014
. There were no other individual countries that represented more than
10%
of consolidated total assets as of
December 31, 2015
and
2014
, respectively.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
North America
(1)
|
$
|
87,050
|
|
|
$
|
63,915
|
|
EMEA
(2)
|
26,264
|
|
|
28,721
|
|
||
Rest of World
|
4,876
|
|
|
6,698
|
|
||
Consolidated total
|
$
|
118,190
|
|
|
$
|
99,334
|
|
(1)
|
Substantially all tangible property and equipment within North America is located in the United States.
|
(2)
|
Tangible property and equipment, net located within Ireland represented approximately
11%
and
13%
of the Company's consolidated tangible property and equipment, net as of
December 31, 2015
and
2014
, respectively. There were no other individual countries located outside of the United States that represented more than
10%
of consolidated tangible property and equipment, net as of
December 31, 2015
and
2014
.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
North America
|
$
|
108,973
|
|
|
$
|
83,106
|
|
|
$
|
57,700
|
|
EMEA
|
18,834
|
|
|
24,849
|
|
|
24,157
|
|
|||
Rest of World
|
5,163
|
|
|
7,086
|
|
|
7,592
|
|
|||
Consolidated total
|
$
|
132,970
|
|
|
$
|
115,041
|
|
|
$
|
89,449
|
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Third party and other
|
$
|
701,312
|
|
|
$
|
674,605
|
|
|
$
|
671,846
|
|
|
$
|
302,085
|
|
|
$
|
391,179
|
|
|
$
|
430,020
|
|
|
$
|
107,381
|
|
|
$
|
147,248
|
|
|
$
|
182,010
|
|
|
$
|
1,110,778
|
|
|
$
|
1,213,032
|
|
|
$
|
1,283,876
|
|
Direct
|
—
|
|
|
—
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,772
|
|
||||||||||||
Total
|
701,312
|
|
|
674,605
|
|
|
673,618
|
|
|
302,085
|
|
|
391,179
|
|
|
430,020
|
|
|
107,381
|
|
|
147,248
|
|
|
182,010
|
|
|
1,110,778
|
|
|
1,213,032
|
|
|
1,285,648
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Third party
|
81,731
|
|
|
68,977
|
|
|
56,308
|
|
|
53,059
|
|
|
63,957
|
|
|
63,897
|
|
|
24,091
|
|
|
26,407
|
|
|
30,703
|
|
|
158,881
|
|
|
159,341
|
|
|
150,908
|
|
||||||||||||
Total services
|
783,043
|
|
|
743,582
|
|
|
729,926
|
|
|
355,144
|
|
|
455,136
|
|
|
493,917
|
|
|
131,472
|
|
|
173,655
|
|
|
212,713
|
|
|
1,269,659
|
|
|
1,372,373
|
|
|
1,436,556
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Third party
|
7,151
|
|
|
5,966
|
|
|
17,409
|
|
|
50,366
|
|
|
63,650
|
|
|
133,117
|
|
|
45,357
|
|
|
59,022
|
|
|
69,344
|
|
|
102,874
|
|
|
128,638
|
|
|
219,870
|
|
||||||||||||
Direct
|
1,257,548
|
|
|
1,074,913
|
|
|
774,023
|
|
|
462,370
|
|
|
442,344
|
|
|
115,881
|
|
|
27,065
|
|
|
23,855
|
|
|
27,325
|
|
|
1,746,983
|
|
|
1,541,112
|
|
|
917,229
|
|
||||||||||||
Total
|
1,264,699
|
|
|
1,080,879
|
|
|
791,432
|
|
|
512,736
|
|
|
505,994
|
|
|
248,998
|
|
|
72,422
|
|
|
82,877
|
|
|
96,669
|
|
|
1,849,857
|
|
|
1,669,750
|
|
|
1,137,099
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Total revenue
|
$
|
2,047,742
|
|
|
$
|
1,824,461
|
|
|
$
|
1,521,358
|
|
|
$
|
867,880
|
|
|
$
|
961,130
|
|
|
$
|
742,915
|
|
|
$
|
203,894
|
|
|
$
|
256,532
|
|
|
$
|
309,382
|
|
|
$
|
3,119,516
|
|
|
$
|
3,042,123
|
|
|
$
|
2,573,655
|
|
(1)
|
Includes revenue from deals with local and national merchants and through local events.
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
Local
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Third party and other
|
$
|
600,893
|
|
|
$
|
581,067
|
|
|
$
|
582,723
|
|
|
$
|
282,880
|
|
|
$
|
364,545
|
|
|
$
|
383,725
|
|
|
$
|
92,185
|
|
|
$
|
125,343
|
|
|
$
|
153,406
|
|
|
$
|
975,958
|
|
|
$
|
1,070,955
|
|
|
$
|
1,119,854
|
|
Direct
|
—
|
|
|
—
|
|
|
(782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
||||||||||||
Total
|
600,893
|
|
|
581,067
|
|
|
581,941
|
|
|
282,880
|
|
|
364,545
|
|
|
383,725
|
|
|
92,185
|
|
|
125,343
|
|
|
153,406
|
|
|
975,958
|
|
|
1,070,955
|
|
|
1,119,072
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Travel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Third party
|
67,027
|
|
|
56,994
|
|
|
48,824
|
|
|
47,394
|
|
|
59,229
|
|
|
56,850
|
|
|
18,817
|
|
|
19,932
|
|
|
25,689
|
|
|
133,238
|
|
|
136,155
|
|
|
131,363
|
|
||||||||||||
Total services
|
667,920
|
|
|
638,061
|
|
|
630,765
|
|
|
330,274
|
|
|
423,774
|
|
|
440,575
|
|
|
111,002
|
|
|
145,275
|
|
|
179,095
|
|
|
1,109,196
|
|
|
1,207,110
|
|
|
1,250,435
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Goods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Third party
|
5,931
|
|
|
5,112
|
|
|
15,319
|
|
|
42,782
|
|
|
55,434
|
|
|
116,357
|
|
|
25,692
|
|
|
30,297
|
|
|
39,699
|
|
|
74,405
|
|
|
90,843
|
|
|
171,375
|
|
||||||||||||
Direct
|
127,720
|
|
|
88,810
|
|
|
66,753
|
|
|
72,508
|
|
|
77,706
|
|
|
13,194
|
|
|
1,236
|
|
|
840
|
|
|
(224
|
)
|
|
201,464
|
|
|
167,356
|
|
|
79,723
|
|
||||||||||||
Total
|
133,651
|
|
|
93,922
|
|
|
82,072
|
|
|
115,290
|
|
|
133,140
|
|
|
129,551
|
|
|
26,928
|
|
|
31,137
|
|
|
39,475
|
|
|
275,869
|
|
|
258,199
|
|
|
251,098
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Total gross profit
|
$
|
801,571
|
|
|
$
|
731,983
|
|
|
$
|
712,837
|
|
|
$
|
445,564
|
|
|
$
|
556,914
|
|
|
$
|
570,126
|
|
|
$
|
137,930
|
|
|
$
|
176,412
|
|
|
$
|
218,570
|
|
|
$
|
1,385,065
|
|
|
$
|
1,465,309
|
|
|
$
|
1,501,533
|
|
(1)
|
Includes gross profit from deals with local and national merchants and through local events.
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
||||||||||||||||
|
|
2015
(1)
|
|
2015
(2)
|
|
2015
(3)
|
|
2015
|
|
2014
|
|
2014
|
|
2014
|
|
2014
|
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
917,170
|
|
|
$
|
713,595
|
|
|
$
|
738,395
|
|
|
$
|
750,356
|
|
|
$
|
883,228
|
|
|
$
|
714,269
|
|
|
$
|
716,211
|
|
|
$
|
728,415
|
|
Cost of revenue
|
|
545,430
|
|
|
384,683
|
|
|
401,388
|
|
|
402,950
|
|
|
505,119
|
|
|
358,991
|
|
|
349,801
|
|
|
362,903
|
|
||||||||
Gross profit
|
|
371,740
|
|
|
328,912
|
|
|
337,007
|
|
|
347,406
|
|
|
378,109
|
|
|
355,278
|
|
|
366,410
|
|
|
365,512
|
|
||||||||
Income (loss) from operations
|
|
(5,423
|
)
|
|
(70,423
|
)
|
|
(9,226
|
)
|
|
5,295
|
|
|
33,640
|
|
|
1,049
|
|
|
2,376
|
|
|
(6,364
|
)
|
||||||||
Income (loss) from continuing operations
|
|
(32,552
|
)
|
|
(24,613
|
)
|
|
(15,267
|
)
|
|
(16,739
|
)
|
|
26,566
|
|
|
(12,573
|
)
|
|
(10,692
|
)
|
|
(21,774
|
)
|
||||||||
Income (loss) from discontinued operations, net of tax
|
|
(10,613
|
)
|
|
—
|
|
|
127,179
|
|
|
6,284
|
|
|
(15,182
|
)
|
|
(6,445
|
)
|
|
(10,230
|
)
|
|
(13,589
|
)
|
||||||||
Net income (loss) attributable to Groupon, Inc.
|
|
(46,528
|
)
|
|
(27,615
|
)
|
|
109,084
|
|
|
(14,273
|
)
|
|
8,788
|
|
|
(21,208
|
)
|
|
(22,875
|
)
|
|
(37,795
|
)
|
||||||||
Basic net income (loss) per
share
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
(0.06
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
Discontinued operations
|
|
(0.02
|
)
|
|
0.00
|
|
|
0.19
|
|
|
0.01
|
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
||||||||
Basic net income (loss) per share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.06
|
)
|
Diluted net income (loss) per share
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
(0.06
|
)
|
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
Discontinued operations
|
|
(0.02
|
)
|
|
0.00
|
|
|
0.19
|
|
|
0.01
|
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
||||||||
Diluted net income (loss) per share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.06
|
)
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
607,517,010
|
|
|
644,894,785
|
|
|
671,630,169
|
|
|
676,382,937
|
|
|
671,885,967
|
|
|
669,526,524
|
|
|
675,538,392
|
|
|
682,378,690
|
|
||||||||
Diluted
|
|
607,517,010
|
|
|
644,894,785
|
|
|
671,630,169
|
|
|
676,382,937
|
|
|
681,543,847
|
|
|
669,526,524
|
|
|
675,538,392
|
|
|
682,378,690
|
|
(1)
|
Income (loss) from operations for the three months ended December 31, 2015 includes restructuring charges of
$5.4 million
. The
$10.6 million
loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States.
|
(2)
|
Income (loss) from continuing operations for the three months ended September 30, 2015 includes restructuring charges of
$24.1 million
, a
$37.5 million
expense related to an increase in the Company's contingent liability in its securities litigation matter, and a
$6.7 million
expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations.
|
(3)
|
Income (loss) from discontinued operations, net of tax, for the three months ended June 30, 2015 includes a
$154.1 million
gain, net of tax, from the sale of a controlling stake in Ticket Monster.
|
(4)
|
The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.
|
|
|
Target PSUs
|
|
Name
|
RSUs
|
Year
|
Number
|
Dane Drobny
Senior Vice President and General Counsel
|
161,533
|
2016
|
25,925
|
|
|
2017
|
14,458
|
Brian Kayman
Interim Chief Financial Officer
|
124,503
|
2016
|
14,000
|
|
|
2017
|
17,126
|
Brian Stevens
Chief Accounting Officer
|
121,816
|
2016
|
12,718
|
|
|
2017
|
17,736
|
|
|
|
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, 2015
|
194,785
|
|
|
48,215
|
|
|
(12,712
|
)
|
|
230,288
|
|
Year ended December 31, 2014
(1)
|
173,577
|
|
|
19,094
|
|
|
2,114
|
|
|
194,785
|
|
Year ended December 31, 2013
|
159,249
|
|
|
24,404
|
|
|
(10,076
|
)
|
|
173,577
|
|
(1)
|
Valuation allowances and activity as of and for the year ended December 31, 2014 have been adjusted to exclude balances related to Ticket Monster, which has been reported as discontinued operations in the accompanying consolidated financial statements.
|
GROUPON, INC.
|
||||
By:
|
|
/s/ RICH WILLIAMS
|
||
|
|
Name:
|
|
Rich Williams
|
|
|
Title:
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Rich Williams
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
Rich Williams
|
|
|
/s/ Brian A. Kayman
|
|
Interim Chief Financial Officer (Principal Financial Officer)
|
Brian A. Kayman
|
|
|
/s/ Brian C. Stevens
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
Brian C. Stevens
|
|
|
/s/ Eric Lefkofsky
|
|
Director
|
Eric Lefkofsky
|
|
|
/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/ Ann E. Ziegler
|
|
Director
|
Ann E. Ziegler
|
|
|
/s/ Bradley A. Keywell
|
|
Director
|
Bradley A. Keywell
|
|
|
/s/ Theodore J. Leonsis
|
|
Director
|
Theodore J. Leonsis
|
|
|
/s/ Jeffrey T. Housenbold
|
|
Director
|
Jeffrey T. Housenbold
|
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
|
Investment Agreement, dated as of April 19, 2015, among Groupon Trailblazer, Inc., Monster Partners LP and Monster Holdings LP (incorporated by reference to the Company's Current Report on Form 8-K filed April 20, 2015).
|
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*
|
|
|
Letter Agreement, dated as of May 4, 2015, between the Company and Eric Lefkofsky (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015).**
|
10.7
|
|
|
Letter Agreement, dated as of May 11, 2014, between the Company and Dane Drobny (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2014).**
|
10.8*
|
|
|
Letter Agreement, dated as of November 3, 2015, between the Company and Rich Williams (incorporated by reference to the Company's Current Report on Form 8-K filed on November 3, 2015.)**
|
10.9*
|
|
|
Form of Indemnification Agreement**
|
10.10
|
|
|
Form of Notice of Restricted Stock Award under 2011 Incentive Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).**
|
10.11
|
|
|
Form of Severance Benefit Agreement as entered into between Groupon, Inc. and its executive officers (incorporated by reference to the Company's Current Report on Form 8-K filed on August 7, 2013).**
|
10.12
|
|
|
Credit Agreement, dated as of August 1, 2014, among JPMorgan Chase Bank, National Association, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc., Groupon, Inc., and the lenders party thereto from time to time (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 5, 2014).
|
10.13
|
|
|
2011 Incentive Plan, as amended and restated effective as of May 20, 2014 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2014).**
|
10.14
|
|
|
Non-Employee Directors’ Compensation Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2014).**
|
10.15
|
|
|
Form of Notice of Performance Share Unit Award and Form of Performance Share Unit Award Agreement under 2011 Incentive Plan.**
|
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.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1.
|
Name:
[____________] (the “Participant”)
|
2.
|
Address:
[________]
|
3.
|
Grant Date:
[____]
|
4.
|
Performance Period:
the one-year period commencing on January 1, 2016 and ending on December 31, 2016 (the “Performance Period”).
|
5.
|
Performance Measures; Vesting:
|
a)
|
Vesting of the PSUs will occur after the end of the Performance Period so long as (A) the Participant has not experienced a Termination Date prior to the end of the Performance Period (except as otherwise provided in Section 7) and (B) the goals with respect to one or more of the performance measures specified in
Exhibit A
hereto (the “Performance Measures”) have been satisfied, and the Committee has certified the attainment of the Performance Measures.
|
(i)
|
In the event that the Company’s actual performance with respect to a Performance Measure does not meet the “threshold” level specified in
Exhibit A
, no PSUs shall be earned for that Performance Measure.
|
(ii)
|
Linear interpolation shall be used to determine the amount of PSUs earned with respect to a Performance Measure for performance between “threshold” and “target” or between “target” and “maximum,” as applicable.
|
(iii)
|
If the Company’s actual performance with respect to a Performance Measure exceeds “maximum,” the PSUs earned for that Performance Measure shall equal the PSUs for “maximum.”
|
b)
|
The Performance Measures shall be Adjusted EBITDA, Revenue and Strategic Goals of the Company during the Performance Period, weighted 35%, 35% and 30%, respectively. For purposes of this Notice and the Agreement:
|
(i)
|
“Adjusted EBITDA” means net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense and other items that are unusual in nature or infrequently occurring.
|
(ii)
|
“Revenue” means (A) third party revenue derived from deals where the Company acts as the marketing agent, equal to the purchase price paid by the customer, less an agreed upon portion of the purchase price paid to the featured merchant, excluding applicable taxes and net of estimated refunds for which the merchant’s share is recoverable, and (B) direct revenue, when the Company is selling the product as the merchant of record, equal to the purchase price paid by the customer, excluding applicable taxes and net of estimated refunds.
|
(iii)
|
“Strategic Goals” means the objectives and corresponding quantitative performance levels established by the Committee and set forth on
Exhibit A
hereto.
|
6.
|
Settlement:
After the Committee has certified attainment of the Performance Measures following the end of the Performance Period, the Participant shall be entitled to receive a number of Shares equal to the total number of PSUs that are earned, if any, as determined under Section 5 of this Notice, subject to any tax withholding obligation with respect to any Tax-Related Items (as defined in Section 3 of the Agreement). Delivery of such Shares shall be made in the first 2.5 months of the calendar year next following the end of the Performance Period, after the Performance Measure results are approved and certified by the Committee.
|
7.
|
Termination of Employment:
If the Participant experiences a Termination Date prior to the end of the Performance Period for any reason, all PSUs awarded in this Notice and the Agreement shall be forfeited, and all rights of the Participant to such PSUs shall immediately terminate. Notwithstanding the foregoing, any PSUs that would vest upon a Termination Date (including any pro rata amounts) due to additional months of vesting credited under an employment or severance plan or agreement that applies to the Participant will be subject to and will be paid, if at all, based on the level of actual performance with respect to the Performance Measures, after the Performance Measure results are approved and certified by the Committee.
|
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 PSUs pursuant to this Notice and the Agreement is conditioned on the achievement of the Performance Measures and his or her continued employment throughout the Performance Period, except as otherwise indicated above. 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.
|
1.
|
No Stockholder Rights.
Unless and until such time as Shares are issued in settlement of vested PSUs, the Participant shall have no ownership of the Shares underlying the PSUs and shall have no right to receive dividends or dividend equivalents with respect to such Shares or to vote such Shares.
|
2.
|
No Transfer.
Awards under the Plan are not transferable except to the Participant's Beneficiary upon the death of the Participant.
|
3.
|
Tax Withholding Obligations.
|
(i)
|
Withholding from any wages or other cash compensation paid to the Participant by the Company;
|
(ii)
|
Withholding otherwise deliverable Shares to be issued upon vesting/settlement of the PSUs; or
|
(i)
|
Withholding from the proceeds of the sale of Shares acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization).
|
4.
|
Compliance with Laws and Regulations.
The issuance of Shares underlying the PSUs will be subject to and conditioned upon compliance by the Company and the Participant (including any written representations, warranties and agreements as the Committee may request of the Participant for compliance with all applicable laws) with all applicable state, federal, local and foreign laws and regulations of any governmental authority, including adopting any such conforming amendments as are necessary to comply with Section 409A of the Code, and with all applicable requirements of any national or regional securities exchange or quotation system on which the Shares may be listed or quoted at the time of such issuance or transfer.
|
5.
|
No Advice Regarding Award
. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
|
6.
|
Legend on Certificates.
The certificates and/or book-entry notation representing the Shares issued hereunder shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, this Agreement or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any national or regional securities exchange or quotation system upon which such Shares are listed, and any applicable federal, state, local and foreign laws, and the Committee may cause a legend or legends, electronic or otherwise, to be put on any such certificates and/or book-entry notation to make appropriate reference to such restrictions.
|
7.
|
Market Standoff Agreement.
The Participant agrees that in connection with any registration of the Company's securities that, upon the request of the Company or the underwriters managing any public offering of the Company's securities, the Participant will not sell or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such reasonable period of time after the effective date of such registration as may be requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify. The Participant will enter into any agreement reasonably required by the underwriters to implement the foregoing.
|
8.
|
Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant's heirs, executors, administrators, legal representatives, successors and assigns.
|
9.
|
Entire Agreement; Severability.
The Plan and the Notice are incorporated herein by reference. Except with respect to vesting terms specifically provided in the Participant’s individual employment, severance, or other agreement(s) with the Company, the Plan, the Notice and this Agreement supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
|
10.
|
Waiver.
Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement. Any waiver must be in writing.
|
11.
|
Governing Law and Venue.
The validity, interpretation, instruction, performance, enforcement and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to the conflict of law principles, rules or statutes of any jurisdiction. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to the exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the State of Illinois.
|
12.
|
Notices.
Any notice or document required to be filed with the Committee or the Company under the Plan must be in writing and will be properly filed if delivered or mailed to the Company's
[insert department]
at the Company's principal executive offices. If intended for the Participant, notices shall be delivered personally or shall be addressed (if sent by mail) to the Participant's then current residence address as shown on the Company's records, or to such other address as the Participant directs in a notice to the Company, or shall be delivered electronically to the Participant's email address as shown on the Company's records. All notices shall be deemed to be given on the date received at the address of the addressee or, if delivered personally or electronically, on the date delivered. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan through an on-line or electronic system established and maintained by the Company or its designee. The Company may, by written notice to affected persons, revise its notice procedures from time to time. Any notice required under the Plan (other than a notice of election) may be waived by the person entitled to notice.
|
13.
|
Need to Accept Award.
The Participant acknowledges that the Notice and this Agreement must be accepted within 90 days of the Grant Date in order to be eligible to receive any benefits from this Award. If this Award is not accepted within that time period, the Award may be cancelled and all benefits under this Award will be forfeited. To accept this Award, the Participant must access the Merrill Lynch website and follow the instructions for acceptance. If this grant was distributed to the Participant in hard copy format, the Participant must sign the agreement and return it to the Company's Compensation Department within 90 days.
|
Subsidiary
|
Jurisdiction
|
Groupon Canada Inc.
|
Canada
|
GI International Holdings, Inc.
|
Delaware (U.S.A.)
|
Groupon Canada Corp, Inc.
|
Delaware (U.S.A.)
|
Groupon Getaways, Inc.
|
Delaware (U.S.A.)
|
Groupon Goods Canada, Inc.
|
Delaware (U.S.A.)
|
Groupon Goods, Inc.
|
Delaware (U.S.A.)
|
Groupon Product Services, LLC
|
Delaware (U.S.A.)
|
Groupon Trailblazer, Inc.
|
Delaware (U.S.A.)
|
GrouponLive, LLC
|
Delaware (U.S.A.)
|
Needish, Inc.
|
Delaware (U.S.A.)
|
LocalUp LLC
|
Delaware (U.S.A.)
|
OrderUp, Inc.
|
Delaware (U.S.A.)
|
Needish S.R.L.
|
Argentina
|
Groupon Servicos Digitais Ltda.
|
Brazil
|
Needish Ltda.
|
Chile
|
Groupon Colombia S.A.S.
|
Columbia
|
Needish Mexico S.A. de R.L. de C.V.
|
Mexico
|
Needish Peru S.A.
|
Peru
|
GROUPON S.P.R.L.
|
Belgium
|
Darberry Ltd.
|
Cypress
|
Groupon France SAS
|
France
|
Groupon Goods France
|
France
|
Groupon Europe GmbH
|
Germany
|
Groupon Germany GbR
|
Germany
|
Groupon Germany GbR
|
Germany
|
Groupon Goods Germany GmbH
|
Germany
|
Groupon International Ltd.
|
Ireland
|
Groupon-CityDeal (Ireland) Ltd.
|
Ireland
|
Grouper Social Shopping Ltd.
|
Israel
|
Groupon Goods Italy Srl
|
Italy
|
Groupon S.r.l.
|
Italy
|
GI Luxembourg S.a.r.l
|
Luxemborg
|
Groupon SARL
|
Morroco
|
Groupon Goods Netherlands B.V.
|
Netherlands
|
Groupon Holdings B.V.
|
Netherlands
|
Groupon Netherlands B.V.
|
Netherlands
|
Groupon Goods Poland sp. Z.o.o.
|
Poland
|
Groupon Sp.z o.o.
|
Poland
|
Groupon Shared Services Poland Sp z.o.o.
|
Poland
|
Groupon RUS LLC
|
Russia
|
Groupon Spain, SLU
|
Spain
|
Groupon Goods Global GmbH
|
Switzerland
|
Groupon International GmbH
|
Switzerland
|
Groupon International Travel GmbH
|
Switzerland
|
Groupon FZ-LLC
|
United Arab Emeritas
|
Groupon Goods UK Ltd.
|
United Kingdom
|
Groupon Shop Ltd.
|
United Kingdom
|
MyCity Deal Ltd.
|
United Kingdom
|
Groupon Australia Pty Ltd
|
Australia
|
Groupon Getaways Pty Ltd
|
Australia
|
Our Deal Pty Ltd
|
Australia
|
Shift Media Group, Limited
|
Hong Kong
|
Groupon Shared Services Private Limited
|
India
|
PT Disdus Indonesia
|
Indonesia
|
Groupon Japan, Inc.
|
Japan
|
Groupon Service, Inc.
|
Japan
|
Groupon International Travel (M) Sdn Bhd
|
Malaysia
|
Groupon Sdn Bhd
|
Malaysia
|
Groupon New Zealand Limited
|
New Zealand
|
Groupon RUS, LLC
|
Russia
|
Beeconomic Singapore Pte. Ltd.
|
Singapore
|
Groupon Goods Asia Pte. Ltd.
|
Singapore
|
Etrocode (Proprietary) Limited
|
South Africa
|
Twangoo South Africa (Proprietary) Limited
|
South Africa
|
(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.
|