ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2017
|
|
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
|
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 decreased to
$5.6 billion
in
2017
, as compared to
$5.7 billion
in
2016
. In
2017
,
69.6%
and
30.4%
of our gross billings were generated in North America and International, respectively, as compared to
69.2%
and
30.8%
in
2016
. Gross billings represent the total dollar value of customer purchases of goods and services. 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 decreased to
$2.8 billion
in
2017
, as compared to
$3.0 billion
in
2016
. In
2017
,
67.3%
and
32.7%
of our revenue was generated in North America and International, respectively, as compared to
71.4%
and
28.6%
in
2016
.
|
•
|
Gross profit of
$1.3 billion
in
2017
was consistent with the prior year. In
2017
,
69.5%
and
30.5%
of our gross profit was generated in North America and International, respectively, as compared to
69.1%
and
30.9%
in
2016
.
|
•
|
Income from operations was
$29.4 million
in
2017
, as compared to a loss from operations of
$100.2 million
in
2016
.
|
•
|
The number of active customers, which is defined as unique user accounts that have made a purchase within the last 12 months either through one of our online marketplaces or directly with a merchant for which we earned a commission, increased to
49.5 million
as o
f
December 31, 2017
from
47.9 million
as of
December 31, 2016
.
|
North America
|
872
|
|
International
|
1,535
|
|
Total
|
2,407
|
|
•
|
quality and performance of our merchants;
|
•
|
size and composition of our customer base;
|
•
|
mobile penetration;
|
•
|
understanding of local business trends;
|
•
|
ability to structure deal offerings to generate a positive return on investment for merchants;
|
•
|
ability to generate large volumes of sales; and
|
•
|
reputation, strength and recognition of brand.
|
Name
|
|
Age
|
Position
|
||||||||||
|
|
|
|||||||||||
Rich Williams
|
43
|
Chief Executive Officer and Director
|
|||||||||||
Michael Randolfi
|
45
|
Chief Financial Officer
|
|||||||||||
Steve Krenzer
|
59
|
Chief Operating Officer
|
|||||||||||
Dane Drobny
|
50
|
General Counsel and Corporate Secretary
|
|||||||||||
Brian Stevens
|
43
|
Chief Accounting Officer and Treasurer
|
•
|
acquire new customers and retain existing customers;
|
•
|
attract and retain quality merchants;
|
•
|
effectively address and respond to challenges in international markets;
|
•
|
expand the number, variety and relevance of products and deals we offer, including through third party business partners and technology integrations, 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;
|
•
|
successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments, divestitures and restructuring activities;
|
•
|
provide a superior customer service experience for our customers;
|
•
|
avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches;
|
•
|
respond to continuous changes in consumer and merchant use of technology;
|
•
|
react to challenges from existing and new competitors;
|
•
|
respond to seasonal changes in supply and demand; and
|
•
|
address challenges from existing and new laws and regulations.
|
•
|
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 account consumer preferences at a particular point in time;
|
•
|
political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, labor unrest, violence and outbreaks of war);
|
•
|
risks associated with the withdrawal of the United Kingdom from the European Union ("Brexit"), including volatility in worldwide and European financial markets, potential restrictions on the free movement of goods and labor between the United Kingdom and the European Union and other potential impediments to our ability to transact within and between each of the United Kingdom and the European Union;
|
•
|
currency exchange rate fluctuations;
|
•
|
strong local competitors, who may better understand the local market and/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 (including GDPR, which will become effective in May 2018), cybersecurity, business licenses and certifications, taxation (including the European Union's voucher directive and similar regulations), consumer protection laws including those restricting the types of services we may offer (e.g., medical-related services), 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;
|
•
|
our ability to use a common technology platform in our North America and International segments to operate our business without significant business interruptions or delays;
|
•
|
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 and actions 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; and
|
•
|
differing intellectual property laws.
|
•
|
the size, composition and retention 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 improve customer purchase frequency;
|
•
|
our ability to drive organic traffic to our marketplaces;
|
•
|
the number, quality and reliability of the digital coupons that can be accessed through our platform;
|
•
|
the quality and performance of our merchants;
|
•
|
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 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 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 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 common 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 common 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
|
624,000
|
January 2026
|
Corporate offices
|
International
|
377,000
|
February 2027
|
|
|
|
|
Fulfillment and data centers
|
North America
|
337,000
|
August 2023
|
Fulfillment and data centers
|
International
|
9,000
|
March 2019
|
2016
|
High
|
Low
|
||||
First Quarter
|
$
|
5.28
|
|
$
|
2.15
|
|
Second Quarter
|
$
|
4.72
|
|
$
|
2.92
|
|
Third Quarter
|
$
|
5.94
|
|
$
|
3.18
|
|
Fourth Quarter
|
$
|
5.39
|
|
$
|
3.29
|
|
|
|
|
||||
2017
|
High
|
Low
|
||||
First Quarter
|
$
|
4.80
|
|
$
|
3.27
|
|
Second Quarter
|
$
|
4.05
|
|
$
|
2.90
|
|
Third Quarter
|
$
|
5.22
|
|
$
|
3.60
|
|
Fourth Quarter
|
$
|
5.99
|
|
$
|
4.49
|
|
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, 2017
|
|
388,062
|
|
|
$
|
5.12
|
|
|
—
|
|
|
—
|
|
November 1-30, 2017
|
|
120,609
|
|
|
5.58
|
|
|
—
|
|
|
—
|
|
|
December 1-31, 2017
|
|
692,794
|
|
|
5.42
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,201,465
|
|
|
$
|
5.34
|
|
|
—
|
|
|
—
|
|
(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,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except share and per share amounts)
|
||||||||||||||||||
Consolidated Statements of Operations Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third-party and other
|
$
|
1,266,452
|
|
|
$
|
1,206,441
|
|
|
$
|
1,250,149
|
|
|
$
|
1,353,948
|
|
|
$
|
1,453,630
|
|
Direct
|
1,577,425
|
|
|
1,807,174
|
|
|
1,704,667
|
|
|
1,504,698
|
|
|
898,529
|
|
|||||
Total revenue
|
2,843,877
|
|
|
3,013,615
|
|
|
2,954,816
|
|
|
2,858,646
|
|
|
2,352,159
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third-party and other
|
160,810
|
|
|
150,031
|
|
|
158,095
|
|
|
173,204
|
|
|
173,079
|
|
|||||
Direct
|
1,349,206
|
|
|
1,582,931
|
|
|
1,508,911
|
|
|
1,339,881
|
|
|
837,679
|
|
|||||
Total cost of revenue
|
1,510,016
|
|
|
1,732,962
|
|
|
1,667,006
|
|
|
1,513,085
|
|
|
1,010,758
|
|
|||||
Gross profit
|
1,333,861
|
|
|
1,280,653
|
|
|
1,287,810
|
|
|
1,345,561
|
|
|
1,341,401
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
400,918
|
|
|
352,175
|
|
|
241,342
|
|
|
227,855
|
|
|
194,184
|
|
|||||
Selling, general and administrative
|
901,781
|
|
|
994,027
|
|
|
1,100,528
|
|
|
1,080,199
|
|
|
1,048,867
|
|
|||||
Restructuring charges
|
18,828
|
|
|
40,438
|
|
|
28,464
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of intangible assets
|
(17,149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on business dispositions
|
—
|
|
|
(11,399
|
)
|
|
(13,710
|
)
|
|
—
|
|
|
—
|
|
|||||
Acquisition-related expense (benefit), net
|
48
|
|
|
5,650
|
|
|
1,857
|
|
|
1,269
|
|
|
(11
|
)
|
|||||
Total operating expenses
|
1,304,426
|
|
|
1,380,891
|
|
|
1,358,481
|
|
|
1,309,323
|
|
|
1,243,040
|
|
|||||
Income (loss) from operations
|
29,435
|
|
|
(100,238
|
)
|
|
(70,671
|
)
|
|
36,238
|
|
|
98,361
|
|
|||||
Other income (expense), net
|
6,710
|
|
|
(71,289
|
)
|
|
(25,586
|
)
|
|
(31,655
|
)
|
|
(93,319
|
)
|
|||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
36,145
|
|
|
(171,527
|
)
|
|
(96,257
|
)
|
|
4,583
|
|
|
5,042
|
|
|||||
Provision (benefit) for income taxes
|
7,544
|
|
|
(5,318
|
)
|
|
(23,010
|
)
|
|
15,308
|
|
|
68,980
|
|
|||||
Income (loss) from continuing operations
|
28,601
|
|
|
(166,209
|
)
|
|
(73,247
|
)
|
|
(10,725
|
)
|
|
(63,938
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
(1,974
|
)
|
|
(17,114
|
)
|
|
106,926
|
|
|
(53,194
|
)
|
|
(25,008
|
)
|
|||||
Net income (loss)
|
26,627
|
|
|
(183,323
|
)
|
|
33,679
|
|
|
(63,919
|
)
|
|
(88,946
|
)
|
|||||
Net income attributable to noncontrolling interests
|
(12,587
|
)
|
|
(11,264
|
)
|
|
(13,011
|
)
|
|
(9,171
|
)
|
|
(6,447
|
)
|
|||||
Net income (loss) attributable to Groupon, Inc.
|
$
|
14,040
|
|
|
$
|
(194,587
|
)
|
|
$
|
20,668
|
|
|
$
|
(73,090
|
)
|
|
$
|
(95,393
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per share
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
(0.00
|
)
|
|
(0.03
|
)
|
|
0.16
|
|
|
(0.08
|
)
|
|
(0.03
|
)
|
|||||
Basic net income (loss) per share
|
$
|
0.03
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income (loss) per share
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
(0.01
|
)
|
|
(0.03
|
)
|
|
0.16
|
|
|
(0.08
|
)
|
|
(0.03
|
)
|
|||||
Diluted net income (loss) per share
|
$
|
0.02
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of shares outstanding
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
559,367,075
|
|
|
576,354,258
|
|
|
650,106,225
|
|
|
674,832,393
|
|
|
663,910,194
|
|
|||||
Diluted
|
568,418,371
|
|
|
576,354,258
|
|
|
650,106,225
|
|
|
674,832,393
|
|
|
663,910,194
|
|
(1)
|
The consolidated statements of operations data for prior years has been retrospectively adjusted to reflect discontinued operations. Refer to Note 3,
Discontinued Operations and Other Business Dispositions
, for additional information.
|
(2)
|
The structure of the Company's common stock changed during the year ended December 31, 2016. Refer to Note 11,
Stockholders' Equity
, and Note 17,
Income (Loss) per Share
, for additional information.
|
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
880,129
|
|
|
$
|
862,977
|
|
|
$
|
824,307
|
|
|
$
|
982,862
|
|
|
$
|
1,192,439
|
|
Working capital (deficit)
|
(61,051
|
)
|
|
(121,115
|
)
|
|
(128,283
|
)
|
|
91,460
|
|
|
394,340
|
|
|||||
Total assets
|
1,677,505
|
|
|
1,761,377
|
|
|
1,796,264
|
|
|
2,227,597
|
|
|
2,042,010
|
|
|||||
Total long-term liabilities
|
292,161
|
|
|
283,264
|
|
|
122,152
|
|
|
169,055
|
|
|
142,550
|
|
|||||
Total Groupon, Inc. Stockholders' Equity
|
250,973
|
|
|
264,420
|
|
|
469,398
|
|
|
762,826
|
|
|
713,651
|
|
•
|
Gross billings.
This metric represents the total dollar value of customer purchases of goods and services. 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 as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings on third-party revenue transactions also allows us to monitor 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 less an agreed upon portion of the purchase price paid to the featured merchant. 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.
|
•
|
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 (benefit), net and other special charges and credits, including items that are unusual in nature or infrequently occurring. For further information and a reconciliation to Income (loss) from continuing operations, 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 Net cash provided by (used in) operating activities from continuing operations, refer to our discussion in the
Liquidity and Capital Resources
section.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross billings
|
|
$
|
5,645,898
|
|
|
$
|
5,687,714
|
|
|
$
|
5,738,567
|
|
Revenue
|
|
2,843,877
|
|
|
3,013,615
|
|
|
2,954,816
|
|
|||
Gross profit
|
|
1,333,861
|
|
|
1,280,653
|
|
|
1,287,810
|
|
|||
Adjusted EBITDA
|
|
249,939
|
|
|
179,883
|
|
|
257,925
|
|
|||
Free cash flow
|
|
78,339
|
|
|
60,641
|
|
|
234,467
|
|
•
|
Active customers.
We have historically defined active customers as unique user accounts that have made a purchase through one of our online marketplaces during the trailing twelve months ("TTM"). As a result of our ongoing development and testing of voucherless offerings that are linked to customer credit cards, we have updated our definition of active customers as follows: unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission. This change in definition did not have a significant impact on our active customer count for the TTM ended December 31, 2017. 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 offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. For entities that we have acquired in a business combination, this metric includes active customers of the acquired entity, including customers who made purchases prior to the acquisition.
|
•
|
Gross billings and gross profit per average active customer.
These metrics represent the TTM gross billings and gross profit generated per average active customer. We use these metrics to evaluate average customer spend and the resulting gross profit.
|
•
|
Units
. This metric has historically represented the number of purchases made through our online marketplaces, before refunds and cancellations. As a result of our ongoing development and testing of voucherless offerings that are linked to customer credit cards, we have updated our definition of units as follows: purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces or directly with a merchant for which we earned a commission. This change in definition did not have a significant impact on our unit count for the year ended December 31, 2017. 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,
|
||||||||||
|
|
2017
|
|
2016
(1)
|
|
2015
(1)
|
||||||
TTM Active customers (in thousands)
|
|
49,536
|
|
|
47,881
|
|
|
43,663
|
|
|||
TTM Gross billings per average active customer
|
|
$
|
115.91
|
|
|
$
|
124.26
|
|
|
$
|
133.94
|
|
TTM Gross profit per average active customer
|
|
$
|
27.38
|
|
|
$
|
27.98
|
|
|
$
|
30.06
|
|
(1)
|
TTM Active customers has decreased from
52.8 million
active customers previously reported to
47.9 million
active customers for the year ended
December 31, 2016
and from
48.9 million
active customers to
43.7 million
for the year ended
December 31, 2015
due to the exclusion of customers from our operations in 11 countries that have been presented as discontinued operations. The exclusion of those countries' gross billings and active customers increased the TTM gross billings per average active customer from
$119.97
previously reported to
$124.26
for the year ended
December 31, 2016
and from
$129.98
previously reported to
$133.94
for the year ended
December 31, 2015
.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
(1)
|
|
2015
(1)
|
|||
Units (in thousands)
|
|
188,905
|
|
|
195,646
|
|
|
198,409
|
|
(1)
|
Units have been reduced from
214.3 million
to
195.6 million
for the year ended
December 31, 2016
and from
220.8 million
to
198.4 million
for the year ended
December 31, 2015
due to the exclusion of the units from our operations in 11 countries that have been presented as discontinued operations.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Gross billings:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
$
|
3,991,579
|
|
|
$
|
3,798,441
|
|
|
$
|
193,138
|
|
|
5.1
|
%
|
Direct
|
1,577,425
|
|
|
1,807,174
|
|
|
(229,749
|
)
|
|
(12.7
|
)
|
|||
Other
|
76,894
|
|
|
82,099
|
|
|
(5,205
|
)
|
|
(6.3
|
)
|
|||
Total gross billings
|
$
|
5,645,898
|
|
|
$
|
5,687,714
|
|
|
$
|
(41,816
|
)
|
|
(0.7
|
)
|
(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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
2,415,243
|
|
|
$
|
2,203,514
|
|
|
$
|
211,729
|
|
|
9.6
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
114,638
|
|
|
42,696
|
|
|
71,942
|
|
|
168.5
|
|
|||
Direct
|
993,326
|
|
|
1,297,810
|
|
|
(304,484
|
)
|
|
(23.5
|
)
|
|||
Travel - Third-party
|
404,523
|
|
|
392,401
|
|
|
12,122
|
|
|
3.1
|
|
|||
Total North America gross billings
|
3,927,730
|
|
|
3,936,421
|
|
|
(8,691
|
)
|
|
(0.2
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
812,785
|
|
|
802,403
|
|
|
10,382
|
|
|
1.3
|
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
112,639
|
|
|
200,331
|
|
|
(87,692
|
)
|
|
(43.8
|
)
|
|||
Direct
|
584,099
|
|
|
509,364
|
|
|
74,735
|
|
|
14.7
|
|
|||
Travel - Third-party
|
208,645
|
|
|
239,195
|
|
|
(30,550
|
)
|
|
(12.8
|
)
|
|||
Total International gross billings
|
1,718,168
|
|
|
1,751,293
|
|
|
(33,125
|
)
|
|
(1.9
|
)
|
|||
Total gross billings
|
$
|
5,645,898
|
|
|
$
|
5,687,714
|
|
|
$
|
(41,816
|
)
|
|
(0.7
|
)
|
2017
|
|
2016
|
|
North America
|
|
|
International
|
•
|
We shifted more of the focus on our websites and mobile applications toward offerings in our Local category in connection with our efforts to drive gross profit growth, which contributed to the decrease in Goods gross billings and the increase in Local gross billings;
|
•
|
Our active customers increased, driven by our continued investments in customer acquisition marketing;
|
•
|
LivingSocial, which we acquired during the fourth quarter of 2016, generated incremental gross billings of
$75.7 million
in Local,
$12.8 million
in Goods, and
$11.7 million
in Travel for the full
year ended December 31, 2017
, as compared to the gross billings generated during the two-month period following its acquisition in the prior year; and
|
•
|
Average customer spend decreased, as gross billings per average active customer were
$122.71
for the
year ended December 31, 2017
, as compared to
$139.94
in the prior year.
|
•
|
We shifted more of the focus on our websites and mobile applications toward offerings in our Local category in connection with our efforts to drive gross profit growth, which contributed to the decrease in Travel gross billings and the increase in Local gross billings;
|
•
|
We substantially eliminated Goods offerings from our marketplaces in Japan and Poland in connection with our efforts to de-emphasize lower margin product offerings, which resulted in a
$13.0 million
year-over-year reduction in Goods gross billings;
|
•
|
Our active customers increased, driven by our continued investments in customer acquisition marketing;
|
•
|
Average customer spend was flat, as gross billings per average active customer were
$103.29
for the
year ended December 31, 2017
, as compared to
$103.03
in the prior year; and
|
•
|
There was a
$26.4 million
favorable impact from year-over-year changes in foreign currency rates.
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Gross billings:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
$
|
3,798,441
|
|
|
$
|
3,977,781
|
|
|
$
|
(179,340
|
)
|
|
(4.5
|
)%
|
Direct
|
1,807,174
|
|
|
1,704,667
|
|
|
102,507
|
|
|
6.0
|
|
|||
Other
|
82,099
|
|
|
56,119
|
|
|
25,980
|
|
|
46.3
|
|
|||
Total gross billings
|
$
|
5,687,714
|
|
|
$
|
5,738,567
|
|
|
$
|
(50,853
|
)
|
|
(0.9
|
)
|
(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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
2,203,514
|
|
|
$
|
2,024,698
|
|
|
$
|
178,816
|
|
|
8.8
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
42,696
|
|
|
36,775
|
|
|
5,921
|
|
|
16.1
|
|
|||
Direct
|
1,297,810
|
|
|
1,257,548
|
|
|
40,262
|
|
|
3.2
|
|
|||
Travel - Third-party
|
392,401
|
|
|
390,776
|
|
|
1,625
|
|
|
0.4
|
|
|||
Total North America gross billings
|
3,936,421
|
|
|
3,709,797
|
|
|
226,624
|
|
|
6.1
|
|
|||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
802,403
|
|
|
929,430
|
|
|
(127,027
|
)
|
|
(13.7
|
)
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
200,331
|
|
|
368,802
|
|
|
(168,471
|
)
|
|
(45.7
|
)
|
|||
Direct
|
509,364
|
|
|
447,119
|
|
|
62,245
|
|
|
13.9
|
|
|||
Travel - Third-party
|
239,195
|
|
|
283,419
|
|
|
(44,224
|
)
|
|
(15.6
|
)
|
|||
Total International gross billings
|
1,751,293
|
|
|
2,028,770
|
|
|
(277,477
|
)
|
|
(13.7
|
)
|
|||
Total gross billings
|
$
|
5,687,714
|
|
|
$
|
5,738,567
|
|
|
$
|
(50,853
|
)
|
|
(0.9
|
)
|
2016
|
|
2015
|
|
North America
|
|
|
International
|
•
|
our significant incremental marketing spend to accelerate customer growth. North America marketing expense increased by $
102.3 million
,
63.6%
, for the year ended
December 31, 2016
, as compared to the prior year period, driving a significant increase in active customers during 2016; and
|
•
|
our focus on increasing the coverage of our offerings and improving the quality of offerings available through our marketplaces.
|
•
|
a
$182.6 million
reduction related to countries that we operated in during the prior year period and have subsequently exited as part of our restructuring plan and the disposition of our operations in Russia, India and Indonesia;
|
•
|
a
$28.0 million
unfavorable impact from year-over-year changes in foreign currency exchange rates; and
|
•
|
the substantial elimination of Goods offerings from our marketplace in Japan during the second half of 2016, which we undertook in connection with our strategic initiative to de-emphasize lower margin product offerings.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
( dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
$
|
1,189,558
|
|
|
$
|
1,124,342
|
|
|
$
|
65,216
|
|
|
5.8
|
%
|
Direct
|
1,577,425
|
|
|
1,807,174
|
|
|
(229,749
|
)
|
|
(12.7
|
)
|
|||
Other
|
76,894
|
|
|
82,099
|
|
|
(5,205
|
)
|
|
(6.3
|
)
|
|||
Total revenue
|
$
|
2,843,877
|
|
|
$
|
3,013,615
|
|
|
$
|
(169,738
|
)
|
|
(5.6
|
)
|
|
Year Ended December 31, 2017
|
||||||||||
|
At Avg. 2016 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
$
|
2,825,004
|
|
|
$
|
18,873
|
|
|
$
|
2,843,877
|
|
(1)
|
Represents the financial statement balance 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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
825,579
|
|
|
$
|
762,314
|
|
|
$
|
63,265
|
|
|
8.3
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
16,768
|
|
|
9,068
|
|
|
7,700
|
|
|
84.9
|
|
|||
Direct
|
993,326
|
|
|
1,297,810
|
|
|
(304,484
|
)
|
|
(23.5
|
)
|
|||
Travel - Third-party
|
78,495
|
|
|
82,577
|
|
|
(4,082
|
)
|
|
(4.9
|
)
|
|||
Total North America revenue
|
1,914,168
|
|
|
2,151,769
|
|
|
(237,601
|
)
|
|
(11.0
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
281,466
|
|
|
270,045
|
|
|
11,421
|
|
|
4.2
|
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
20,358
|
|
|
32,681
|
|
|
(12,323
|
)
|
|
(37.7
|
)
|
|||
Direct
|
584,099
|
|
|
509,364
|
|
|
74,735
|
|
|
14.7
|
|
|||
Travel - Third-party
|
43,786
|
|
|
49,756
|
|
|
(5,970
|
)
|
|
(12.0
|
)
|
|||
Total International revenue
|
929,709
|
|
|
861,846
|
|
|
67,863
|
|
|
7.9
|
|
|||
Total revenue
|
$
|
2,843,877
|
|
|
$
|
3,013,615
|
|
|
$
|
(169,738
|
)
|
|
(5.6
|
)
|
2017
|
|
2016
|
|
North America
|
|
|
International
|
North America
|
|
International
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
$
|
1,124,342
|
|
|
$
|
1,194,030
|
|
|
$
|
(69,688
|
)
|
|
(5.8
|
)%
|
Direct
|
1,807,174
|
|
|
1,704,667
|
|
|
102,507
|
|
|
6.0
|
|
|||
Other
|
82,099
|
|
|
56,119
|
|
|
25,980
|
|
|
46.3
|
|
|||
Total revenue
|
$
|
3,013,615
|
|
|
$
|
2,954,816
|
|
|
$
|
58,799
|
|
|
2.0
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
At Avg. 2015 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
$
|
3,024,390
|
|
|
$
|
(10,775
|
)
|
|
$
|
3,013,615
|
|
(1)
|
Represents the financial statement balance 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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
762,314
|
|
|
$
|
701,312
|
|
|
$
|
61,002
|
|
|
8.7
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
9,068
|
|
|
7,151
|
|
|
1,917
|
|
|
26.8
|
|
|||
Direct
|
1,297,810
|
|
|
1,257,548
|
|
|
40,262
|
|
|
3.2
|
|
|||
Travel - Third-party
|
82,577
|
|
|
81,731
|
|
|
846
|
|
|
1.0
|
|
|||
Total North America revenue
|
2,151,769
|
|
|
2,047,742
|
|
|
104,027
|
|
|
5.1
|
|
|||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
270,045
|
|
|
335,112
|
|
|
(65,067
|
)
|
|
(19.4
|
)
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
32,681
|
|
|
65,361
|
|
|
(32,680
|
)
|
|
(50.0
|
)
|
|||
Direct
|
509,364
|
|
|
447,119
|
|
|
62,245
|
|
|
13.9
|
|
|||
Travel - Third-party
|
49,756
|
|
|
59,482
|
|
|
(9,726
|
)
|
|
(16.4
|
)
|
|||
Total International revenue
|
861,846
|
|
|
907,074
|
|
|
(45,228
|
)
|
|
(5.0
|
)
|
|||
Total revenue
|
$
|
3,013,615
|
|
|
$
|
2,954,816
|
|
|
$
|
58,799
|
|
|
2.0
|
|
2016
|
|
2015
|
|
North America
|
|
|
International
|
North America
|
|
International
|
•
|
the decreases in the percentage of gross billings that we retained after deducting the merchant's share for third-party and other revenue transactions. For the year ended December 31, 2016, that percentage decreased to
28.4%
, as compared to
29.1%
in the prior year. We have been willing to accept lower deal margins in order to improve the quality and increase the number of deals offered to our customers by offering more attractive terms to merchants;
|
•
|
a
$70.7 million
reduction related to countries that we operated in during the prior year period and have subsequently exited as part of our restructuring plan and the dispositions of our operations in Russia, India and Indonesia; and
|
•
|
a
$10.5 million
unfavorable impact on revenue from year-over-year changes in foreign currency exchange rates.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||||||
Third-party
|
|
$
|
159,825
|
|
|
$
|
142,975
|
|
|
$
|
16,850
|
|
|
11.8
|
%
|
Direct
|
|
1,349,206
|
|
|
1,582,931
|
|
|
(233,725
|
)
|
|
(14.8
|
)
|
|||
Other
|
|
985
|
|
|
7,056
|
|
|
(6,071
|
)
|
|
(86.0
|
)
|
|||
Total cost of revenue
|
|
$
|
1,510,016
|
|
|
$
|
1,732,962
|
|
|
$
|
(222,946
|
)
|
|
(12.9
|
)
|
|
Year Ended December 31,
|
||||||||||
|
At Avg. 2016 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenue
|
$
|
1,496,302
|
|
|
$
|
13,714
|
|
|
$
|
1,510,016
|
|
(1)
|
Represents the financial statement balance 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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
117,006
|
|
|
$
|
101,331
|
|
|
$
|
15,675
|
|
|
15.5
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
3,839
|
|
|
1,598
|
|
|
2,241
|
|
|
140.2
|
|
|||
Direct
|
847,744
|
|
|
1,145,071
|
|
|
(297,327
|
)
|
|
(26.0
|
)
|
|||
Travel - Third-party
|
17,901
|
|
|
18,222
|
|
|
(321
|
)
|
|
(1.8
|
)
|
|||
Total North America cost of revenue
|
986,490
|
|
|
1,266,222
|
|
|
(279,732
|
)
|
|
(22.1
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
16,118
|
|
|
19,610
|
|
|
(3,492
|
)
|
|
(17.8
|
)
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
2,448
|
|
|
4,705
|
|
|
(2,257
|
)
|
|
(48.0
|
)
|
|||
Direct
|
501,462
|
|
|
437,860
|
|
|
63,602
|
|
|
14.5
|
|
|||
Travel - Third-party
|
3,498
|
|
|
4,565
|
|
|
(1,067
|
)
|
|
(23.4
|
)
|
|||
Total International cost of revenue
|
523,526
|
|
|
466,740
|
|
|
56,786
|
|
|
12.2
|
|
|||
Total cost of revenue
|
$
|
1,510,016
|
|
|
$
|
1,732,962
|
|
|
$
|
(222,946
|
)
|
|
(12.9
|
)
|
2017
|
|
2016
|
|
North America
|
|
|
International
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||||||
Third-party
|
|
$
|
142,975
|
|
|
$
|
138,127
|
|
|
$
|
4,848
|
|
|
3.5
|
%
|
Direct
|
|
1,582,931
|
|
|
1,508,911
|
|
|
74,020
|
|
|
4.9
|
|
|||
Other
|
|
7,056
|
|
|
19,968
|
|
|
(12,912
|
)
|
|
(64.7
|
)
|
|||
Total cost of revenue
|
|
$
|
1,732,962
|
|
|
$
|
1,667,006
|
|
|
$
|
65,956
|
|
|
4.0
|
|
|
Year Ended December 31,
|
||||||||||
|
At Avg. 2015 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenue
|
$
|
1,734,747
|
|
|
$
|
(1,785
|
)
|
|
$
|
1,732,962
|
|
(1)
|
Represents the financial statement balance 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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
101,331
|
|
|
$
|
100,419
|
|
|
$
|
912
|
|
|
0.9
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
1,598
|
|
|
1,220
|
|
|
378
|
|
|
31.0
|
|
|||
Direct
|
1,145,071
|
|
|
1,129,828
|
|
|
15,243
|
|
|
1.3
|
|
|||
Travel - Third-party
|
18,222
|
|
|
14,704
|
|
|
3,518
|
|
|
23.9
|
|
|||
Total North America cost of revenue
|
1,266,222
|
|
|
1,246,171
|
|
|
20,051
|
|
|
1.6
|
|
|||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
19,610
|
|
|
24,270
|
|
|
(4,660
|
)
|
|
(19.2
|
)
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
4,705
|
|
|
10,220
|
|
|
(5,515
|
)
|
|
(54.0
|
)
|
|||
Direct
|
437,860
|
|
|
379,083
|
|
|
58,777
|
|
|
15.5
|
|
|||
Travel - Third-party
|
4,565
|
|
|
7,262
|
|
|
(2,697
|
)
|
|
(37.1
|
)
|
|||
Total International cost of revenue
|
466,740
|
|
|
420,835
|
|
|
45,905
|
|
|
10.9
|
|
|||
Total cost of revenue
|
$
|
1,732,962
|
|
|
$
|
1,667,006
|
|
|
$
|
65,956
|
|
|
4.0
|
|
2016
|
|
2015
|
|
North America
|
|
|
International
|
•
|
a reduction related to countries that we operated in during the prior period and have subsequently exited as part of our restructuring plan and the dispositions of our operations in Russia, India and Indonesia; and
|
•
|
a
$1.8 million
favorable impact on cost of revenue from year-over-year changes in foreign currency exchange rates.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
Third-party
|
|
$
|
1,029,733
|
|
|
$
|
981,367
|
|
|
$
|
48,366
|
|
|
4.9
|
%
|
Direct
|
|
228,219
|
|
|
224,243
|
|
|
3,976
|
|
|
1.8
|
|
|||
Other
|
|
75,909
|
|
|
75,043
|
|
|
866
|
|
|
1.2
|
|
|||
Total gross profit
|
|
$
|
1,333,861
|
|
|
$
|
1,280,653
|
|
|
$
|
53,208
|
|
|
4.2
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
At Avg. 2016 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
|
(in thousands)
|
||||||||||
Gross profit
|
$
|
1,328,702
|
|
|
$
|
5,159
|
|
|
$
|
1,333,861
|
|
(1)
|
Represents the financial statement balance 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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
708,573
|
|
|
$
|
660,983
|
|
|
$
|
47,590
|
|
|
7.2
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
12,929
|
|
|
7,470
|
|
|
5,459
|
|
|
73.1
|
|
|||
Direct
|
145,582
|
|
|
152,739
|
|
|
(7,157
|
)
|
|
(4.7
|
)
|
|||
Travel - Third-party
|
60,594
|
|
|
64,355
|
|
|
(3,761
|
)
|
|
(5.8
|
)
|
|||
Total North America gross profit
|
927,678
|
|
|
885,547
|
|
|
42,131
|
|
|
4.8
|
|
|||
% of gross billings
|
23.6
|
%
|
|
22.5
|
%
|
|
|
|
|
|||||
% of revenue
|
48.5
|
%
|
|
41.2
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
265,348
|
|
|
250,435
|
|
|
14,913
|
|
|
6.0
|
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
17,910
|
|
|
27,976
|
|
|
(10,066
|
)
|
|
(36.0
|
)
|
|||
Direct
|
82,637
|
|
|
71,504
|
|
|
11,133
|
|
|
15.6
|
|
|||
Travel - Third-party
|
40,288
|
|
|
45,191
|
|
|
(4,903
|
)
|
|
(10.8
|
)
|
|||
Total International gross profit
|
$
|
406,183
|
|
|
$
|
395,106
|
|
|
$
|
11,077
|
|
|
2.8
|
|
% of gross billings
|
23.6
|
%
|
|
22.6
|
%
|
|
|
|
|
|||||
% of revenue
|
43.7
|
%
|
|
45.8
|
%
|
|
|
|
|
2017
|
|
2016
|
|
North America
|
|
|
International
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
Third-party
|
|
$
|
981,367
|
|
|
$
|
1,055,903
|
|
|
$
|
(74,536
|
)
|
|
(7.1
|
)%
|
Direct
|
|
224,243
|
|
|
195,756
|
|
|
28,487
|
|
|
14.6
|
|
|||
Other
|
|
75,043
|
|
|
36,151
|
|
|
38,892
|
|
|
107.6
|
|
|||
Total gross profit
|
|
$
|
1,280,653
|
|
|
$
|
1,287,810
|
|
|
$
|
(7,157
|
)
|
|
(0.6
|
)
|
|
Year Ended December 31, 2016
|
||||||||||
|
At Avg. 2015 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
|
(in thousands)
|
||||||||||
Gross profit
|
$
|
1,289,643
|
|
|
$
|
(8,990
|
)
|
|
$
|
1,280,653
|
|
(1)
|
Represents the financial statement balance 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 the reported amount resulting from changes in exchange rates from those in effect in the prior year period.
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
North America:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
$
|
660,983
|
|
|
$
|
600,893
|
|
|
$
|
60,090
|
|
|
10.0
|
%
|
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
7,470
|
|
|
5,931
|
|
|
1,539
|
|
|
25.9
|
|
|||
Direct
|
152,739
|
|
|
127,720
|
|
|
25,019
|
|
|
19.6
|
|
|||
Travel - Third-party
|
64,355
|
|
|
67,027
|
|
|
(2,672
|
)
|
|
(4.0
|
)
|
|||
Total North America gross profit
|
885,547
|
|
|
801,571
|
|
|
83,976
|
|
|
10.5
|
|
|||
% of gross billings
|
22.5
|
%
|
|
21.6
|
%
|
|
|
|
|
|||||
% of revenue
|
41.2
|
%
|
|
39.1
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|||||||
Local - Third-party and other
|
250,435
|
|
|
310,842
|
|
|
(60,407
|
)
|
|
(19.4
|
)
|
|||
Goods:
|
|
|
|
|
|
|
|
|||||||
Third-party
|
27,976
|
|
|
55,141
|
|
|
(27,165
|
)
|
|
(49.3
|
)
|
|||
Direct
|
71,504
|
|
|
68,036
|
|
|
3,468
|
|
|
5.1
|
|
|||
Travel - Third-party
|
45,191
|
|
|
52,220
|
|
|
(7,029
|
)
|
|
(13.5
|
)
|
|||
Total International gross profit
|
$
|
395,106
|
|
|
$
|
486,239
|
|
|
$
|
(91,133
|
)
|
|
(18.7
|
)
|
% of gross billings
|
22.6
|
%
|
|
24.0
|
%
|
|
|
|
|
|||||
% of revenue
|
45.8
|
%
|
|
53.6
|
%
|
|
|
|
|
2016
|
|
2015
|
|
North America
|
|
|
International
|
•
|
a
$15.3 million
increase from third-party revenue transactions and a
$44.8 million
increase from other revenue transactions in our Local category. The increase in gross profit from other revenue transactions in our Local category was primarily attributable to commission revenue earned when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications; and
|
•
|
a
$25.0 million
increase from direct revenue transactions in our Goods category, which was primarily driven by an increase in gross profit margin to
11.8%
for the
year ended December 31, 2016
, as compared to
10.2%
for the prior year period. The improvement in our gross margins resulted from our strategic initiative to de-emphasize lower margin product offerings and reduce our shipping and fulfillment costs.
|
•
|
decreases in third-party and other revenue across all three of our categories;
|
•
|
a
$37.8 million
reduction related to countries that we operated in during the
year ended December 31, 2015
and have subsequently exited as part of our restructuring plan and the dispositions of our operations in Russia, India and Indonesia; and
|
•
|
an
$8.8 million
unfavorable impact on gross profit from year-over-year changes in foreign currency exchange rates.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
% of Gross Profit
|
|
2016
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
North America
|
|
$
|
299,454
|
|
|
32.3
|
%
|
|
$
|
263,206
|
|
|
29.7
|
%
|
|
$
|
36,248
|
|
|
13.8
|
%
|
International
|
|
101,464
|
|
|
25.0
|
|
|
88,969
|
|
|
22.5
|
|
|
12,495
|
|
|
14.0
|
|
|||
Total marketing
|
|
$
|
400,918
|
|
|
30.1
|
|
|
$
|
352,175
|
|
|
27.5
|
|
|
$
|
48,743
|
|
|
13.8
|
|
2017
|
|
2016
|
|
North America
|
|
|
International
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
% of Gross Profit
|
|
2015
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
North America
|
|
$
|
263,206
|
|
|
29.7
|
%
|
|
$
|
160,878
|
|
|
20.1
|
%
|
|
$
|
102,328
|
|
|
63.6
|
%
|
International
|
|
88,969
|
|
|
22.5
|
|
|
80,464
|
|
|
16.5
|
|
|
8,505
|
|
|
10.6
|
|
|||
Total marketing
|
|
$
|
352,175
|
|
|
27.5
|
|
|
$
|
241,342
|
|
|
18.7
|
|
|
$
|
110,833
|
|
|
45.9
|
|
2016
|
|
2015
|
|
North America
|
|
|
International
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
% of Gross Profit
|
|
2016
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Selling, general and administrative
|
|
$
|
901,781
|
|
|
67.6
|
%
|
|
$
|
994,027
|
|
|
77.6
|
%
|
|
$
|
(92,246
|
)
|
|
(9.3
|
)%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
% of Gross Profit
|
|
2015
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Selling, general and administrative
|
|
$
|
994,027
|
|
|
77.6
|
%
|
|
$
|
1,100,528
|
|
|
85.5
|
%
|
|
$
|
(106,501
|
)
|
|
(9.7
|
)%
|
•
|
a
$58.8 million
decrease in compensation-related costs in our ongoing markets due to headcount reductions as part of our restructuring plan;
|
•
|
a
$38.3 million
reduction related to countries that we operated in during the prior year period and have subsequently exited as part of our restructuring plan and the dispositions of our operations in India, Russia and Indonesia; and
|
•
|
a
$37.5 million
expense incurred in the prior year relating to our securities litigation matter that has been subsequently settled.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
North America
|
|
$
|
(45
|
)
|
|
$
|
(85,423
|
)
|
|
$
|
85,378
|
|
|
99.9
|
%
|
International
|
|
$
|
29,480
|
|
|
$
|
(14,815
|
)
|
|
$
|
44,295
|
|
|
299.0
|
|
Income (loss) from operations
|
|
$
|
29,435
|
|
|
$
|
(100,238
|
)
|
|
$
|
129,673
|
|
|
129.4
|
|
•
|
a
$56.4 million
decrease in SG&A;
|
•
|
a
$42.1 million
increase in gross profit;
|
•
|
a
$17.1 million
gain from the sale of customer lists and other intangible assets in certain food delivery markets. See Note 6,
Goodwill and Other Intangible Assets,
for additional information; and
|
•
|
a
$5.6 million
decrease in acquisition-related expense.
|
•
|
a
$35.8 million
decrease in SG&A;
|
•
|
a
$21.6 million
decrease in restructuring charges; and
|
•
|
an
$11.1 million
increase in gross profit.
|
•
|
a
$12.5 million
increase in marketing expense; and
|
•
|
an
$11.4 million
decrease in gains on business dispositions.
|
|
|
Year Ended December 31,
|
|
|
|||||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
North America
|
|
$
|
(85,423
|
)
|
|
$
|
(107,836
|
)
|
|
$
|
22,413
|
|
|
20.8
|
%
|
International
|
|
(14,815
|
)
|
|
37,165
|
|
|
(51,980
|
)
|
|
(139.9
|
)
|
|||
Total income (loss) from operations
|
|
$
|
(100,238
|
)
|
|
$
|
(70,671
|
)
|
|
$
|
(29,567
|
)
|
|
41.8
|
|
•
|
an
$84.0 million
increase in gross profit; and
|
•
|
a
$45.6 million
decrease in SG&A.
|
•
|
a
$91.1 million
decrease in gross profit;
|
•
|
an
$8.5 million
increase in marketing expense; and
|
•
|
a
$10.5 million
increase in restructuring costs.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Other income (expense), net
|
|
$
|
6,710
|
|
|
$
|
(71,289
|
)
|
|
$
|
77,999
|
|
|
109.4
|
%
|
•
|
$18.6 million
in net foreign currency gains, which primarily resulted from intercompany balances with our subsidiaries that are denominated in foreign currencies; and
|
•
|
a
$7.6 million
gain on the sale of an investment (see Note 7,
Investments
).
|
•
|
$48.1 million
of losses on fair value option investments;
|
•
|
$15.9 million
of interest expense; and
|
•
|
$6.9 million
in foreign currency losses.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Other income (expense), net
|
|
$
|
(71,289
|
)
|
|
$
|
(25,586
|
)
|
|
$
|
(45,703
|
)
|
|
(178.6
|
)%
|
•
|
$20.7 million
in net foreign currency transaction losses;
|
•
|
$2.9 million
of losses on fair value option investments; and
|
•
|
$2.8 million
of interest expense.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Provision (benefit) for income taxes
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
|
$
|
12,862
|
|
|
241.9
|
%
|
Effective tax rate
|
|
20.9
|
%
|
|
3.1
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Provision (benefit) for income taxes
|
|
$
|
(5,318
|
)
|
|
$
|
(23,010
|
)
|
|
$
|
17,692
|
|
|
76.9
|
%
|
Effective tax rate
|
|
3.1
|
%
|
|
23.9
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations
|
|
$
|
28,601
|
|
|
$
|
(166,209
|
)
|
|
$
|
(73,247
|
)
|
Adjustments:
|
|
|
|
|
|
|
||||||
Stock-based compensation
(1)
|
|
80,950
|
|
|
109,523
|
|
|
138,413
|
|
|||
Depreciation and amortization
|
|
137,827
|
|
|
135,909
|
|
|
129,382
|
|
|||
Acquisition-related expense (benefit), net
|
|
48
|
|
|
5,650
|
|
|
1,857
|
|
|||
Restructuring charges
|
|
18,828
|
|
|
40,438
|
|
|
28,464
|
|
|||
Gain on sale of intangible assets
|
|
(17,149
|
)
|
|
—
|
|
|
—
|
|
|||
Gains on business dispositions
|
|
—
|
|
|
(11,399
|
)
|
|
(13,710
|
)
|
|||
Prepaid marketing write-off
|
|
—
|
|
|
—
|
|
|
6,690
|
|
|||
Securities litigation expense
|
|
—
|
|
|
—
|
|
|
37,500
|
|
|||
Other (income) expense, net
|
|
(6,710
|
)
|
|
71,289
|
|
|
25,586
|
|
|||
Provision (benefit) for income taxes
|
|
7,544
|
|
|
(5,318
|
)
|
|
(23,010
|
)
|
|||
Total adjustments
|
|
221,338
|
|
|
346,092
|
|
|
331,172
|
|
|||
Adjusted EBITDA
|
|
$
|
249,939
|
|
|
$
|
179,883
|
|
|
$
|
257,925
|
|
(1)
|
Represents stock-based compensation expense recorded within Selling, general and administrative, Cost of revenue and Marketing. Restructuring charges include
$0.8 million
and
$4.7 million
of additional stock-based compensation for the years ended
December 31, 2017
and
December 31, 2016
, respectively. Other income (expense), net includes
$0.2 million
,
$0.9 million
, and
$0.3 million
of additional stock-based compensation for the years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
137,497
|
|
|
$
|
128,928
|
|
|
$
|
316,413
|
|
Investing activities
|
|
(25,323
|
)
|
|
(55,586
|
)
|
|
(175,208
|
)
|
|||
Financing activities
|
|
(138,046
|
)
|
|
(14,665
|
)
|
|
(515,785
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in) operating activities from continuing operations
|
|
$
|
137,497
|
|
|
$
|
128,928
|
|
|
$
|
316,413
|
|
Purchases of property and equipment and capitalized software from continuing operations
|
|
(59,158
|
)
|
|
(68,287
|
)
|
|
(81,946
|
)
|
|||
Free cash flow
|
|
$
|
78,339
|
|
|
$
|
60,641
|
|
|
$
|
234,467
|
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Capital lease obligations
(1)
|
$
|
46,919
|
|
|
$
|
27,094
|
|
|
$
|
10,081
|
|
|
$
|
6,128
|
|
|
$
|
3,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
193,490
|
|
|
36,521
|
|
|
31,677
|
|
|
28,330
|
|
|
23,586
|
|
|
22,621
|
|
|
50,755
|
|
|||||||
Convertible senior notes
(3)
|
290,625
|
|
|
8,125
|
|
|
8,125
|
|
|
8,125
|
|
|
8,125
|
|
|
258,125
|
|
|
—
|
|
|||||||
Purchase obligations
(4)
|
24,155
|
|
|
13,577
|
|
|
9,251
|
|
|
1,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
555,189
|
|
|
$
|
85,317
|
|
|
$
|
59,134
|
|
|
$
|
43,910
|
|
|
$
|
35,327
|
|
|
$
|
280,746
|
|
|
$
|
50,755
|
|
(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 noncancelable. Certain leases contain periodic rent escalation adjustments and renewal and expansion options. Operating lease obligations expire at various dates with the latest maturity in 2027.
|
(3)
|
Represents the principal amount and related interest on our convertible senior notes.
|
(4)
|
Purchase obligations primarily represent noncancelable contractual obligations related to information technology products and services.
|
|
Page
|
|
Page
|
|
Page
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
880,129
|
|
|
$
|
862,977
|
|
Accounts receivable, net
|
98,294
|
|
|
71,272
|
|
||
Prepaid expenses and other current assets
|
94,025
|
|
|
94,441
|
|
||
Current assets of discontinued operations
|
—
|
|
|
63,246
|
|
||
Total current assets
|
1,072,448
|
|
|
1,091,936
|
|
||
Property, equipment and software, net
|
151,145
|
|
|
169,452
|
|
||
Goodwill
|
286,989
|
|
|
274,551
|
|
||
Intangible assets, net
|
19,196
|
|
|
42,915
|
|
||
Investments (including $109,751 and $110,066 at December 31, 2017 and December 31, 2016, respectively, at fair value)
|
135,189
|
|
|
141,882
|
|
||
Other non-current assets
|
12,538
|
|
|
28,635
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
12,006
|
|
||
Total Assets
|
$
|
1,677,505
|
|
|
$
|
1,761,377
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
31,968
|
|
|
$
|
28,551
|
|
Accrued merchant and supplier payables
|
770,335
|
|
|
770,992
|
|
||
Accrued expenses and other current liabilities
|
331,196
|
|
|
366,456
|
|
||
Current liabilities held of discontinued operations
|
—
|
|
|
47,052
|
|
||
Total current liabilities
|
1,133,499
|
|
|
1,213,051
|
|
||
Convertible senior notes, net
|
189,753
|
|
|
178,995
|
|
||
Other non-current liabilities
|
102,408
|
|
|
101,342
|
|
||
Non-current liabilities of discontinued operations
|
—
|
|
|
2,927
|
|
||
Total Liabilities
|
1,425,660
|
|
|
1,496,315
|
|
||
Commitments and contingencies (see Note 10)
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017; 736,531,771 shares issued and 564,835,863 shares outstanding at December 31, 2016
|
75
|
|
|
74
|
|
||
Additional paid-in capital
|
2,174,708
|
|
|
2,112,728
|
|
||
Treasury stock, at cost, 188,602,242 shares at December 31, 2017 and 171,695,908 shares at December 31, 2016
|
(867,450
|
)
|
|
(807,424
|
)
|
||
Accumulated deficit
|
(1,088,204
|
)
|
|
(1,099,010
|
)
|
||
Accumulated other comprehensive income (loss)
|
31,844
|
|
|
58,052
|
|
||
Total Groupon, Inc. Stockholders' Equity
|
250,973
|
|
|
264,420
|
|
||
Noncontrolling interests
|
872
|
|
|
642
|
|
||
Total Equity
|
251,845
|
|
|
265,062
|
|
||
Total Liabilities and Equity
|
$
|
1,677,505
|
|
|
$
|
1,761,377
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Third-party and other
|
|
$
|
1,266,452
|
|
|
$
|
1,206,441
|
|
|
$
|
1,250,149
|
|
Direct
|
|
1,577,425
|
|
|
1,807,174
|
|
|
1,704,667
|
|
|||
Total revenue
|
|
2,843,877
|
|
|
3,013,615
|
|
|
2,954,816
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Third-party and other
|
|
160,810
|
|
|
150,031
|
|
|
158,095
|
|
|||
Direct
|
|
1,349,206
|
|
|
1,582,931
|
|
|
1,508,911
|
|
|||
Total cost of revenue
|
|
1,510,016
|
|
|
1,732,962
|
|
|
1,667,006
|
|
|||
Gross profit
|
|
1,333,861
|
|
|
1,280,653
|
|
|
1,287,810
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Marketing
|
|
400,918
|
|
|
352,175
|
|
|
241,342
|
|
|||
Selling, general and administrative
|
|
901,781
|
|
|
994,027
|
|
|
1,100,528
|
|
|||
Restructuring charges
|
|
18,828
|
|
|
40,438
|
|
|
28,464
|
|
|||
Gain on sale of intangible assets
|
|
(17,149
|
)
|
|
—
|
|
|
—
|
|
|||
Gains on business dispositions
|
|
—
|
|
|
(11,399
|
)
|
|
(13,710
|
)
|
|||
Acquisition-related expense (benefit), net
|
|
48
|
|
|
5,650
|
|
|
1,857
|
|
|||
Total operating expenses
|
|
1,304,426
|
|
|
1,380,891
|
|
|
1,358,481
|
|
|||
Income (loss) from operations
|
|
29,435
|
|
|
(100,238
|
)
|
|
(70,671
|
)
|
|||
Other income (expense), net
|
|
6,710
|
|
|
(71,289
|
)
|
|
(25,586
|
)
|
|||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
36,145
|
|
|
(171,527
|
)
|
|
(96,257
|
)
|
|||
Provision (benefit) for income taxes
|
|
7,544
|
|
|
(5,318
|
)
|
|
(23,010
|
)
|
|||
Income (loss) from continuing operations
|
|
28,601
|
|
|
(166,209
|
)
|
|
(73,247
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
(1,974
|
)
|
|
(17,114
|
)
|
|
106,926
|
|
|||
Net income (loss)
|
|
26,627
|
|
|
(183,323
|
)
|
|
33,679
|
|
|||
Net income attributable to noncontrolling interests
|
|
(12,587
|
)
|
|
(11,264
|
)
|
|
(13,011
|
)
|
|||
Net income (loss) attributable to Groupon, Inc.
|
|
$
|
14,040
|
|
|
$
|
(194,587
|
)
|
|
$
|
20,668
|
|
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share
(1)
:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.13
|
)
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.03
|
)
|
|
0.16
|
|
|||
Basic net income (loss) per share
|
|
$
|
0.03
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share
(1)
:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.13
|
)
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|
0.16
|
|
|||
Diluted net income (loss) per share
|
|
$
|
0.02
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
(1)
|
|
|
|
|
|
|
||||||
Basic
|
|
559,367,075
|
|
|
576,354,258
|
|
|
650,106,225
|
|
|||
Diluted
|
|
568,418,371
|
|
|
576,354,258
|
|
|
650,106,225
|
|
(1)
|
The structure of the Company's common stock changed during the year ended December 31, 2016. Refer to Note 11,
Stockholders' Equity
, and Note 17,
Income (Loss) per Share
, for additional information.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations
|
|
$
|
28,601
|
|
|
$
|
(166,209
|
)
|
|
$
|
(73,247
|
)
|
Other comprehensive income (loss) from continuing operations:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
|
(10,589
|
)
|
|
15,884
|
|
|
8,310
|
|
|||
Reclassification adjustments included in income (loss) from continuing operations
|
|
(187
|
)
|
|
(7,523
|
)
|
|
(192
|
)
|
|||
Net change in unrealized gain (loss)
|
|
(10,776
|
)
|
|
8,361
|
|
|
8,118
|
|
|||
Defined benefit pension plan adjustments:
|
|
|
|
|
|
|
||||||
Pension liability adjustment
|
|
—
|
|
|
830
|
|
|
(113
|
)
|
|||
Reclassification adjustments included in income (loss) from continuing operations
|
|
585
|
|
|
98
|
|
|
100
|
|
|||
Net change in unrealized gain (loss) (net of tax effect of $0, $176 and $3 for the years ended December 31, 2017, 2016 and 2015, respectively)
|
|
585
|
|
|
928
|
|
|
(13
|
)
|
|||
Available-for-sale securities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
|
(1,109
|
)
|
|
(70
|
)
|
|
(41
|
)
|
|||
Reclassification adjustments included in income (loss) from continuing operations
|
|
1,603
|
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $0, $43 and $25 for the years ended December 31, 2017, 2016 and 2015, respectively)
|
|
494
|
|
|
(70
|
)
|
|
(41
|
)
|
|||
Other comprehensive income (loss) from continuing operations
|
|
(9,697
|
)
|
|
9,219
|
|
|
8,064
|
|
|||
Comprehensive income (loss) from continuing operations
|
|
18,904
|
|
|
(156,990
|
)
|
|
(65,183
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
|
(1,974
|
)
|
|
(17,114
|
)
|
|
106,926
|
|
|||
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
|
(1,793
|
)
|
|
(9,305
|
)
|
|
(4,934
|
)
|
|||
Reclassification adjustment included in income (loss) from discontinued operations
|
|
(14,718
|
)
|
|
6,932
|
|
|
12,313
|
|
|||
Net change in unrealized gain (loss)
|
|
(16,511
|
)
|
|
(2,373
|
)
|
|
7,379
|
|
|||
Comprehensive income (loss) from discontinued operations
|
|
(18,485
|
)
|
|
(19,487
|
)
|
|
114,305
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
|
419
|
|
|
(176,477
|
)
|
|
49,122
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(12,587
|
)
|
|
(11,264
|
)
|
|
(13,011
|
)
|
|||
Comprehensive income (loss) attributable to Groupon, Inc.
|
|
$
|
(12,168
|
)
|
|
$
|
(187,741
|
)
|
|
$
|
36,111
|
|
|
Groupon, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
(1)
|
|
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, 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
|
)
|
||||||||
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
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,131
|
)
|
|
—
|
|
|
(3,131
|
)
|
|
—
|
|
|
(3,131
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,587
|
)
|
|
—
|
|
|
(194,587
|
)
|
|
11,264
|
|
|
(183,323
|
)
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,988
|
|
|
5,988
|
|
|
—
|
|
|
5,988
|
|
||||||||
Pension liability adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
928
|
|
|
928
|
|
|
—
|
|
|
928
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||||||
Forfeitures of unvested restricted stock
|
(196,968
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
491,483
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
620
|
|
||||||||
Vesting of restricted stock units
|
22,698,324
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under employee stock purchase plan
|
1,669,782
|
|
|
—
|
|
|
4,358
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,358
|
|
|
—
|
|
|
4,358
|
|
||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(7,918,272
|
)
|
|
(1
|
)
|
|
(31,160
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,161
|
)
|
|
—
|
|
|
(31,161
|
)
|
||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
131,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,114
|
|
|
—
|
|
|
131,114
|
|
||||||||
Equity component of the convertible senior notes, net of tax and issuance costs
|
—
|
|
|
—
|
|
|
67,014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,014
|
|
|
—
|
|
|
67,014
|
|
||||||||
Purchase of convertible note hedges
|
—
|
|
|
—
|
|
|
(59,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,163
|
)
|
|
—
|
|
|
(59,163
|
)
|
||||||||
Issuance of warrants
|
—
|
|
|
—
|
|
|
35,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,495
|
|
|
—
|
|
|
35,495
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,227,743
|
)
|
|
(162,383
|
)
|
|
—
|
|
|
—
|
|
|
(162,383
|
)
|
|
—
|
|
|
(162,383
|
)
|
||||||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,811
|
)
|
|
(11,811
|
)
|
|
Groupon, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
(1)
|
|
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, 2016
|
736,531,771
|
|
|
$
|
74
|
|
|
$
|
2,112,728
|
|
|
(171,695,908
|
)
|
|
$
|
(807,424
|
)
|
|
$
|
(1,099,010
|
)
|
|
$
|
58,052
|
|
|
$
|
264,420
|
|
|
$
|
642
|
|
|
$
|
265,062
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,234
|
)
|
|
—
|
|
|
(3,234
|
)
|
|
—
|
|
|
(3,234
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,040
|
|
|
—
|
|
|
14,040
|
|
|
12,587
|
|
|
26,627
|
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,287
|
)
|
|
(27,287
|
)
|
|
—
|
|
|
(27,287
|
)
|
||||||||
Pension liability adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585
|
|
|
585
|
|
|
—
|
|
|
585
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|
494
|
|
|
—
|
|
|
494
|
|
||||||||
Exercise of stock options
|
102,803
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
230
|
|
||||||||
Vesting of restricted stock units and performance share units
|
16,596,562
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under employee stock purchase plan
|
1,879,656
|
|
|
—
|
|
|
5,283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,283
|
|
|
—
|
|
|
5,283
|
|
||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(6,568,930
|
)
|
|
(1
|
)
|
|
(27,187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,188
|
)
|
|
—
|
|
|
(27,188
|
)
|
||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
83,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,656
|
|
|
—
|
|
|
83,656
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,906,334
|
)
|
|
(60,026
|
)
|
|
—
|
|
|
—
|
|
|
(60,026
|
)
|
|
—
|
|
|
(60,026
|
)
|
||||||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,357
|
)
|
|
(12,357
|
)
|
||||||||
Balance at December 31, 2017
|
748,541,862
|
|
|
$
|
75
|
|
|
$
|
2,174,708
|
|
|
(188,602,242
|
)
|
|
$
|
(867,450
|
)
|
|
$
|
(1,088,204
|
)
|
|
$
|
31,844
|
|
|
$
|
250,973
|
|
|
$
|
872
|
|
|
$
|
251,845
|
|
(1)
|
The structure of the Company's common stock changed during the year ended December 31, 2016. Refer to Note 11,
Stockholders' Equity
, and Note 17,
Income (Loss) per Share
, for additional information.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
26,627
|
|
|
$
|
(183,323
|
)
|
|
$
|
33,679
|
|
Less: Income (loss) from discontinued operations, net of tax
|
(1,974
|
)
|
|
(17,114
|
)
|
|
106,926
|
|
|||
Income (loss) from continuing operations
|
28,601
|
|
|
(166,209
|
)
|
|
(73,247
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, equipment and software
|
114,795
|
|
|
116,961
|
|
|
111,072
|
|
|||
Amortization of acquired intangible assets
|
23,032
|
|
|
18,948
|
|
|
18,310
|
|
|||
Stock-based compensation
|
82,044
|
|
|
115,123
|
|
|
138,748
|
|
|||
Restructuring-related long-lived asset impairments
|
—
|
|
|
328
|
|
|
7,214
|
|
|||
Gains on business dispositions
|
—
|
|
|
(11,399
|
)
|
|
(13,710
|
)
|
|||
Gain on sale of intangible assets
|
(17,149
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of investment
|
(7,624
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of investment
|
2,944
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
603
|
|
|
(10,448
|
)
|
|
(11,042
|
)
|
|||
(Gain) loss, net from changes in fair value of contingent consideration
|
48
|
|
|
4,092
|
|
|
240
|
|
|||
(Gain) loss from changes in fair value of investments
|
(382
|
)
|
|
48,141
|
|
|
2,943
|
|
|||
Amortization of debt discount on convertible senior notes
|
10,758
|
|
|
7,376
|
|
|
—
|
|
|||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Restricted cash
|
6,952
|
|
|
(1,317
|
)
|
|
4,556
|
|
|||
Accounts receivable
|
(18,793
|
)
|
|
(16,584
|
)
|
|
5,989
|
|
|||
Prepaid expenses and other current assets
|
4,074
|
|
|
35,043
|
|
|
41,630
|
|
|||
Accounts payable
|
(199
|
)
|
|
5,121
|
|
|
7,898
|
|
|||
Accrued merchant and supplier payables
|
(29,823
|
)
|
|
26,729
|
|
|
40,232
|
|
|||
Accrued expenses and other current liabilities
|
(40,361
|
)
|
|
(32,124
|
)
|
|
54,019
|
|
|||
Other, net
|
(22,023
|
)
|
|
(10,853
|
)
|
|
(18,439
|
)
|
|||
Net cash provided by (used in) operating activities from continuing operations
|
137,497
|
|
|
128,928
|
|
|
316,413
|
|
|||
Net cash provided by (used in) operating activities from discontinued operations
|
(2,418
|
)
|
|
(11,823
|
)
|
|
(53,914
|
)
|
|||
Net cash provided by (used in) operating activities
|
135,079
|
|
|
117,105
|
|
|
262,499
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment and capitalized software
|
(59,158
|
)
|
|
(68,287
|
)
|
|
(81,946
|
)
|
|||
Cash derecognized upon dispositions of subsidiaries
|
—
|
|
|
(1,128
|
)
|
|
(1,404
|
)
|
|||
Acquisitions of businesses, net of acquired cash
|
—
|
|
|
14,539
|
|
|
(69,888
|
)
|
|||
Purchases of investments
|
—
|
|
|
—
|
|
|
(25,289
|
)
|
|||
Proceeds from sale of intangible assets
|
18,333
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales and maturities of investments
|
16,561
|
|
|
1,685
|
|
|
6,010
|
|
|||
Acquisitions of intangible assets and other investing activities
|
(1,059
|
)
|
|
(2,395
|
)
|
|
(2,691
|
)
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
(25,323
|
)
|
|
(55,586
|
)
|
|
(175,208
|
)
|
|||
Net cash provided by (used in) investing activities from discontinued operations
|
(9,548
|
)
|
|
(1,900
|
)
|
|
242,428
|
|
|||
Net cash provided by (used in) investing activities
|
(34,871
|
)
|
|
(57,486
|
)
|
|
67,220
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
—
|
|
|
195,000
|
|
|||
Repayments of borrowings under revolving credit facility
|
—
|
|
|
—
|
|
|
(195,000
|
)
|
|||
Proceeds from issuance of convertible senior notes
|
—
|
|
|
250,000
|
|
|
—
|
|
|||
Issuance costs for convertible senior notes and revolving credit agreement
|
—
|
|
|
(8,147
|
)
|
|
—
|
|
|||
Purchase of convertible note hedges
|
—
|
|
|
(59,163
|
)
|
|
—
|
|
|||
Proceeds from issuance of warrants
|
—
|
|
|
35,495
|
|
|
—
|
|
|||
Payments for purchases of treasury stock
|
(61,233
|
)
|
|
(165,357
|
)
|
|
(442,767
|
)
|
|||
Taxes paid related to net share settlements of stock-based compensation awards
|
(27,681
|
)
|
|
(29,777
|
)
|
|
(40,101
|
)
|
|||
Proceeds from stock option exercises and employee stock purchase plan
|
5,513
|
|
|
4,978
|
|
|
5,808
|
|
|||
Distributions to noncontrolling interest holders
|
(12,357
|
)
|
|
(11,811
|
)
|
|
(13,940
|
)
|
|||
Payments of contingent consideration related to acquisitions
|
(7,790
|
)
|
|
(285
|
)
|
|
(382
|
)
|
|||
Payments of capital lease obligations
|
(34,025
|
)
|
|
(30,598
|
)
|
|
(24,403
|
)
|
Other financing activities
|
(473
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(138,046
|
)
|
|
(14,665
|
)
|
|
(515,785
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets of discontinued operations
|
26,124
|
|
|
(6,470
|
)
|
|
(32,485
|
)
|
|||
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets of discontinued operations
|
(11,714
|
)
|
|
38,484
|
|
|
(218,551
|
)
|
|||
Less: Net increase (decrease) in cash classified within current assets of discontinued operations
|
(28,866
|
)
|
|
(186
|
)
|
|
(59,996
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
17,152
|
|
|
38,670
|
|
|
(158,555
|
)
|
|||
Cash and cash equivalents, beginning of period
|
862,977
|
|
|
824,307
|
|
|
982,862
|
|
|||
Cash and cash equivalents, end of period
|
$
|
880,129
|
|
|
$
|
862,977
|
|
|
$
|
824,307
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Income tax payments (refunds) for continuing operations
|
$
|
8,646
|
|
|
$
|
(7,208
|
)
|
|
$
|
(5,461
|
)
|
Income tax payments (refunds) for discontinued operations
|
(56
|
)
|
|
2,953
|
|
|
15,735
|
|
|||
Cash paid for interest
|
9,425
|
|
|
1,185
|
|
|
1,032
|
|
|||
Non-cash investing and financing activities
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Equipment acquired under capital lease obligations
|
28,271
|
|
|
21,611
|
|
|
44,539
|
|
|||
Leasehold improvements funded by lessor
|
402
|
|
|
4,990
|
|
|
6,711
|
|
|||
Liability for purchases of treasury stock
|
—
|
|
|
1,207
|
|
|
4,181
|
|
|||
Contingent consideration liabilities incurred in connection with acquisitions
|
—
|
|
|
—
|
|
|
9,605
|
|
|||
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software
|
972
|
|
|
3,855
|
|
|
2,426
|
|
|||
Minority investments recognized in connection with business dispositions
|
—
|
|
|
—
|
|
|
138,475
|
|
|||
Cost method investments acquired in connection with business dispositions
|
2,022
|
|
|
13,507
|
|
|
—
|
|
•
|
For merchant payment arrangements that are structured under a redemption model, variable consideration from vouchers that will not ultimately be redeemed will be estimated and recognized as revenue at the time of sale, rather than when the Company's legal obligation expires. Additionally, that change will reduce the Company's accrued merchant payable liabilities as compared to its current policy. However, that change could increase or decrease revenue in any given period as compared to the Company's current policy depending on the relative amounts of the estimated variable consideration from unredeemed vouchers on current transactions as compared to the actual variable consideration from vouchers that expire unredeemed in that period.
|
•
|
The incremental costs to obtain contracts with customers, such as sales commissions, will be deferred and recognized over the expected period of benefit, rather than expensed as incurred. Additionally, that change will increase the Company's prepaid expense assets as compared to its current policy. However, that change could increase or decrease the Company's selling, general and administrative expenses as compared to the Company's current policy depending on the relative amounts of amortization of deferred commissions as compared to actual commission obligations arising in that period.
|
•
|
Income for customer credits that are not expected to be used will be estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used, rather than when they expire or are forfeited. The impact of that change is not expected to be significant to the Company's consolidated financial statements.
|
•
|
Revenue from hotel reservation offerings will be recognized at the time the reservation is made, net of an allowance for estimated cancellations, rather than at check-in. The impact of that change is not expected to be significant to the Company's consolidated financial statements.
|
•
|
Refunds on third-party revenue transactions for which the merchant's share is not recoverable will be recognized as a reduction of revenue, rather than as a cost of revenue. Additionally, credits issued to consumers for relationship purposes will be classified as a reduction of revenue, rather than as marketing expenses. Those income statement classification changes would have reduced revenue by approximately
$36.8 million
if they had been applied for the year ended December 31, 2017.
|
|
Global Footprint Optimization
|
|
Ticket Monster
|
|
Total
|
||||||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2017
(1) (2)
|
|
2016
(1)
|
|
2015
|
|
2017
|
|
2016
|
|
2015
(1)
|
|
2017
(1) (2)
|
|
2016
(1)
|
|
2015
(1)
|
||||||||||||||||||
Third-party and other revenue
|
$
|
12,602
|
|
|
$
|
97,105
|
|
|
$
|
122,384
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,145
|
|
|
$
|
12,602
|
|
|
$
|
97,105
|
|
|
$
|
150,529
|
|
Direct revenue
|
2,962
|
|
|
32,634
|
|
|
42,316
|
|
|
—
|
|
|
—
|
|
|
39,065
|
|
|
2,962
|
|
|
32,634
|
|
|
81,381
|
|
|||||||||
Third-party and other cost of revenue
|
(2,557
|
)
|
|
(21,697
|
)
|
|
(30,837
|
)
|
|
—
|
|
|
—
|
|
|
(13,958
|
)
|
|
(2,557
|
)
|
|
(21,697
|
)
|
|
(44,795
|
)
|
|||||||||
Direct cost of revenue
|
(3,098
|
)
|
|
(31,792
|
)
|
|
(36,608
|
)
|
|
—
|
|
|
—
|
|
|
(38,031
|
)
|
|
(3,098
|
)
|
|
(31,792
|
)
|
|
(74,639
|
)
|
|||||||||
Marketing expense
|
(1,239
|
)
|
|
(10,776
|
)
|
|
(12,993
|
)
|
|
—
|
|
|
—
|
|
|
(8,495
|
)
|
|
(1,239
|
)
|
|
(10,776
|
)
|
|
(21,488
|
)
|
|||||||||
Selling, general and administrative expense
|
(12,007
|
)
|
|
(72,141
|
)
|
|
(92,264
|
)
|
|
—
|
|
|
—
|
|
|
(38,102
|
)
|
|
(12,007
|
)
|
|
(72,141
|
)
|
|
(130,366
|
)
|
|||||||||
Restructuring charges
|
(778
|
)
|
|
(3,170
|
)
|
|
(1,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(778
|
)
|
|
(3,170
|
)
|
|
(1,104
|
)
|
|||||||||
Other income (expense), net
|
3,852
|
|
|
(4,818
|
)
|
|
(2,953
|
)
|
|
—
|
|
|
—
|
|
|
96
|
|
|
3,852
|
|
|
(4,818
|
)
|
|
(2,857
|
)
|
|||||||||
Loss from discontinued operations before gains (losses) on dispositions and provision for income taxes
|
(263
|
)
|
|
(14,655
|
)
|
|
(12,059
|
)
|
|
—
|
|
|
—
|
|
|
(31,280
|
)
|
|
(263
|
)
|
|
(14,655
|
)
|
|
(43,339
|
)
|
|||||||||
Gains (losses) on dispositions
|
(1,630
|
)
|
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,158
|
|
|
(1,630
|
)
|
|
312
|
|
|
202,158
|
|
|||||||||
Provision for income taxes
|
(81
|
)
|
|
(2,771
|
)
|
|
(3,865
|
)
|
|
—
|
|
|
—
|
|
|
(48,028
|
)
|
|
(81
|
)
|
|
(2,771
|
)
|
|
(51,893
|
)
|
|||||||||
Income (loss) from discontinued operations, net of tax
|
$
|
(1,974
|
)
|
|
$
|
(17,114
|
)
|
|
$
|
(15,924
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,850
|
|
|
$
|
(1,974
|
)
|
|
$
|
(17,114
|
)
|
|
$
|
106,926
|
|
(1)
|
The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended
December 31, 2017
, 2016 and 2015 includes the results of each business through its respective disposition date.
|
(2)
|
Selling, general and administrative expense from discontinued operations for the year ended
December 31, 2017
includes increases to contingent liabilities under indemnification agreements. See Note 10,
Commitments and Contingencies
, for information about indemnification obligations related to discontinued operations.
|
|
December 31, 2016
|
||
Cash
|
$
|
28,866
|
|
Accounts receivable, net
|
15,386
|
|
|
Prepaid expenses and other current assets
|
18,994
|
|
|
Property, equipment and software, net
|
1,554
|
|
|
Goodwill
|
9,411
|
|
|
Other non-current assets
|
1,041
|
|
|
Assets of discontinued operations
|
$
|
75,252
|
|
|
|
||
Accounts payable
|
$
|
722
|
|
Accrued merchant and supplier payables
|
29,705
|
|
|
Accrued expenses and other current liabilities
|
16,625
|
|
|
Deferred income taxes
|
2,501
|
|
|
Other non-current liabilities
|
426
|
|
|
Liabilities of discontinued operations
|
$
|
49,979
|
|
Cash and cash equivalents
|
$
|
15,479
|
|
Accounts receivable
|
3,652
|
|
|
Prepaid expenses and other current assets
|
2,399
|
|
|
Property, equipment and software
|
1,075
|
|
|
Goodwill
|
528
|
|
|
Intangible assets:
(1)
|
|
||
Customer relationships
|
16,200
|
|
|
Merchant relationships
|
2,700
|
|
|
Trade name
|
1,000
|
|
|
Developed technology
|
2,500
|
|
|
Other non-current assets
|
5,495
|
|
|
Total assets acquired
|
$
|
51,028
|
|
Accounts payable
|
$
|
2,184
|
|
Accrued merchant and supplier payables
|
18,498
|
|
|
Accrued expenses and other current liabilities
|
25,854
|
|
|
Other non-current liabilities
|
4,492
|
|
|
Total liabilities assumed
|
$
|
51,028
|
|
Total acquisition price
|
$
|
—
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are
1
year for developed technology,
4
years for trade name and
3
years for merchant relationships and customer relationships.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
3,070,431
|
|
|
$
|
3,100,089
|
|
Loss from continuing operations
|
(182,781
|
)
|
|
(94,756
|
)
|
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)
|
|
||
Customer 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 customer relationships, merchant relationships and developed technology.
|
Net working capital deficit (including acquired cash of $2.3 million)
|
$
|
(647
|
)
|
Goodwill
|
2,898
|
|
|
Intangible assets:
(1)
|
|
||
Customer relationships
|
1,016
|
|
|
Merchant relationships
|
809
|
|
|
Developed technology
|
1,339
|
|
|
Brand relationships
|
296
|
|
|
Other intangible assets
|
283
|
|
|
Total acquisition price
|
$
|
5,994
|
|
(1)
|
The acquired intangible assets have estimated useful lives of between
1
and
5
years.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Warehouse equipment
|
$
|
4,989
|
|
|
$
|
4,862
|
|
Furniture and fixtures
|
11,700
|
|
|
14,417
|
|
||
Leasehold improvements
|
49,605
|
|
|
44,235
|
|
||
Office equipment
|
2,690
|
|
|
2,606
|
|
||
Purchased software
|
32,090
|
|
|
35,165
|
|
||
Computer hardware
(1)
|
208,659
|
|
|
197,310
|
|
||
Internally-developed software
(2)
|
249,207
|
|
|
212,961
|
|
||
Total property, equipment and software, gross
|
558,940
|
|
|
511,556
|
|
||
Less: accumulated depreciation and amortization
|
(407,795
|
)
|
|
(342,104
|
)
|
||
Property, equipment and software, net
|
$
|
151,145
|
|
|
$
|
169,452
|
|
(1)
|
Includes computer hardware acquired under capital leases of
$132.3 million
and
$104.3 million
as of
December 31, 2017
and
2016
, respectively.
|
(2)
|
The net carrying amount of internally-developed software was
$64.5 million
and
$70.5 million
as of
December 31, 2017
and
2016
, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of revenue - third-party and other
|
|
$
|
26,738
|
|
|
$
|
21,277
|
|
|
$
|
16,299
|
|
Cost of revenue - direct
|
|
9,900
|
|
|
10,616
|
|
|
9,178
|
|
|||
Selling, general and administrative
|
|
78,157
|
|
|
85,068
|
|
|
85,595
|
|
|||
Total
|
|
$
|
114,795
|
|
|
$
|
116,961
|
|
|
$
|
111,072
|
|
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
International
|
|
Consolidated
|
||||||||||
Balance as of December 31, 2015
|
|
$
|
178,746
|
|
|
$
|
92,998
|
|
|
$
|
6,411
|
|
|
$
|
—
|
|
|
$
|
278,155
|
|
Goodwill related to acquisitions
|
|
1,199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,199
|
|
|||||
Goodwill related to disposition
|
|
(1,260
|
)
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
(1,584
|
)
|
|||||
Foreign currency translation
|
|
—
|
|
|
(3,251
|
)
|
|
32
|
|
|
—
|
|
|
(3,219
|
)
|
|||||
Balance as of December 31, 2016
|
|
$
|
178,685
|
|
|
$
|
89,747
|
|
|
$
|
6,119
|
|
|
$
|
—
|
|
|
$
|
274,551
|
|
Reallocation to new segment
|
|
—
|
|
|
(89,747
|
)
|
|
(6,119
|
)
|
|
95,866
|
|
|
—
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,438
|
|
|
12,438
|
|
|||||
Balance as of December 31, 2017
|
|
$
|
178,685
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108,304
|
|
|
$
|
286,989
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Asset Category
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer relationships
|
|
$
|
56,749
|
|
|
$
|
46,513
|
|
|
$
|
10,236
|
|
|
$
|
59,340
|
|
|
$
|
40,002
|
|
|
$
|
19,338
|
|
Merchant relationships
|
|
11,598
|
|
|
9,853
|
|
|
1,745
|
|
|
12,015
|
|
|
8,475
|
|
|
3,540
|
|
||||||
Trade names
|
|
12,077
|
|
|
10,469
|
|
|
1,608
|
|
|
11,534
|
|
|
8,004
|
|
|
3,530
|
|
||||||
Developed technology
|
|
36,864
|
|
|
36,864
|
|
|
—
|
|
|
38,388
|
|
|
30,197
|
|
|
8,191
|
|
||||||
Patents
|
|
19,031
|
|
|
15,204
|
|
|
3,827
|
|
|
17,259
|
|
|
14,020
|
|
|
3,239
|
|
||||||
Other intangible assets
|
|
10,875
|
|
|
9,095
|
|
|
1,780
|
|
|
14,044
|
|
|
8,967
|
|
|
5,077
|
|
||||||
Total
|
|
$
|
147,194
|
|
|
$
|
127,998
|
|
|
$
|
19,196
|
|
|
$
|
152,580
|
|
|
$
|
109,665
|
|
|
$
|
42,915
|
|
Years Ended December 31,
|
|
||
2018
|
$
|
10,692
|
|
2019
|
6,657
|
|
|
2020
|
1,147
|
|
|
2021
|
508
|
|
|
2022
|
192
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
19,196
|
|
|
December 31, 2017
|
|
Percent Ownership of Voting Stock
|
|
December 31, 2016
|
|
Percent Ownership of Voting Stock
|
||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
$
|
11,354
|
|
|
|
|
|
|
$
|
10,038
|
|
|
|
|
|
||||
Redeemable preferred shares
|
15,431
|
|
|
19
|
%
|
to
|
25
|
%
|
|
17,444
|
|
|
19
|
%
|
to
|
25
|
%
|
||
Total available-for-sale securities
|
26,785
|
|
|
|
|
|
|
27,482
|
|
|
|
|
|
||||||
Cost method investments
|
25,438
|
|
|
1
|
%
|
to
|
19
|
%
|
|
31,816
|
|
|
1
|
%
|
to
|
19
|
%
|
||
Fair value option investments
|
82,966
|
|
|
10
|
%
|
to
|
19
|
%
|
|
82,584
|
|
|
41
|
%
|
|
|
|
||
Total investments
|
$
|
135,189
|
|
|
|
|
$
|
141,882
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
(1)
|
|
Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
(1)
|
|
Fair Value
|
||||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Convertible debt securities
|
$
|
10,205
|
|
|
$
|
1,653
|
|
|
$
|
(504
|
)
|
|
$
|
11,354
|
|
|
$
|
8,453
|
|
|
$
|
1,691
|
|
|
$
|
(106
|
)
|
|
$
|
10,038
|
|
Redeemable preferred shares
|
15,431
|
|
|
—
|
|
|
—
|
|
|
15,431
|
|
|
18,375
|
|
|
—
|
|
|
(931
|
)
|
|
17,444
|
|
||||||||
Total available-for-sale securities
|
$
|
25,636
|
|
|
$
|
1,653
|
|
|
$
|
(504
|
)
|
|
$
|
26,785
|
|
|
$
|
26,828
|
|
|
$
|
1,691
|
|
|
$
|
(1,037
|
)
|
|
$
|
27,482
|
|
(1)
|
As of December 31, 2017 and 2016, available-for-sale securities with an unrealized loss had been in a loss position for less than 12 months, except for one security in a loss position of
$0.5 million
and
$0.1 million
, respectively.
|
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2016
|
|
Period from May 28, 2015 through December 31, 2015
(1)
|
||||||
Revenue
|
|
$
|
280,612
|
|
|
$
|
216,119
|
|
|
$
|
83,897
|
|
Gross profit
|
|
37,773
|
|
|
24,774
|
|
|
(18,986
|
)
|
|||
Loss before income taxes
|
|
(124,873
|
)
|
|
(153,882
|
)
|
|
(107,919
|
)
|
|||
Net loss
|
|
(124,873
|
)
|
|
(153,882
|
)
|
|
(107,919
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Current assets
|
$
|
174,051
|
|
|
$
|
171,721
|
|
Non-current assets
|
520,105
|
|
|
466,004
|
|
||
Current liabilities
|
438,988
|
|
|
345,469
|
|
||
Non-current liabilities
|
60,977
|
|
|
22,945
|
|
(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.
|
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2016
|
|
Period from August 7, 2015 through December 31, 2015
(1)
|
||||||
Revenue
|
|
$
|
3,839
|
|
|
$
|
3,024
|
|
|
$
|
578
|
|
Gross profit
|
|
3,405
|
|
|
2,570
|
|
|
235
|
|
|||
Income (loss) before income taxes
(2)
|
|
15,122
|
|
|
(15,701
|
)
|
|
(11,479
|
)
|
|||
Net income (loss)
(2)
|
|
15,122
|
|
|
(15,701
|
)
|
|
(10,019
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Current assets
|
$
|
41
|
|
|
$
|
3,383
|
|
Non-current assets
|
18,362
|
|
|
18,467
|
|
||
Current liabilities
|
—
|
|
|
10,458
|
|
||
Non-current liabilities
|
—
|
|
|
2,523
|
|
(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 Nearbuy.
|
(2)
|
Nearbuy's income before income taxes and net income for the year ended December 31, 2017 includes a
$22.6 million
gain from the sale of its subsidiary Nearbuy India Pte Ltd.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
|
$
|
3,287
|
|
|
$
|
1,808
|
|
|
$
|
863
|
|
Interest expense
|
|
(20,680
|
)
|
|
(15,912
|
)
|
|
(2,789
|
)
|
|||
Gains (losses), net on changes in fair value of investments
|
|
382
|
|
|
(48,141
|
)
|
|
(2,943
|
)
|
|||
Gain on sale of investment
|
|
7,624
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency gains (losses), net
(1)
|
|
18,634
|
|
|
(6,927
|
)
|
|
(20,701
|
)
|
|||
Impairment of investment
|
|
(2,944
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
407
|
|
|
(2,117
|
)
|
|
(16
|
)
|
|||
Other income (expense), net
|
|
$
|
6,710
|
|
|
$
|
(71,289
|
)
|
|
$
|
(25,586
|
)
|
(1)
|
Foreign currency gains (losses), net for the years ended December 31, 2017 and
2016
includes
$0.2 million
and
$0.1 million
, respectively, of cumulative translation gains that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 13,
Restructuring,
for additional information. Foreign currency gains (losses), net for the year ended December 31, 2015 includes a
$4.4 million
cumulative translation 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 gain that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Merchandise inventories
|
$
|
25,528
|
|
|
$
|
31,042
|
|
Prepaid expenses
|
40,399
|
|
|
34,132
|
|
||
Income taxes receivable
|
10,299
|
|
|
11,495
|
|
||
Value-added tax receivable
|
6,383
|
|
|
5,965
|
|
||
Other
|
11,416
|
|
|
11,807
|
|
||
Total prepaid expenses and other current assets
|
$
|
94,025
|
|
|
$
|
94,441
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accrued merchant payables
|
$
|
459,662
|
|
|
$
|
428,187
|
|
Accrued supplier payables
(1)
|
310,673
|
|
|
342,805
|
|
||
Total accrued merchant and supplier payables
|
$
|
770,335
|
|
|
$
|
770,992
|
|
(1)
|
Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Refunds reserve
|
$
|
31,275
|
|
|
$
|
33,104
|
|
Compensation and benefits
|
73,096
|
|
|
55,590
|
|
||
Customer credits
|
28,487
|
|
|
42,003
|
|
||
Restructuring-related liabilities
|
4,121
|
|
|
16,395
|
|
||
Income taxes payable
|
9,645
|
|
|
10,847
|
|
||
Deferred revenue
|
29,539
|
|
|
35,890
|
|
||
Current portion of capital lease obligations
|
25,958
|
|
|
28,889
|
|
||
Other
|
129,075
|
|
|
143,738
|
|
||
Total accrued expenses and other current liabilities
|
$
|
331,196
|
|
|
$
|
366,456
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-term tax liabilities
|
$
|
43,699
|
|
|
$
|
41,611
|
|
Capital lease obligations
|
18,500
|
|
|
19,719
|
|
||
Deferred income taxes
|
811
|
|
|
1,714
|
|
||
Other
|
39,398
|
|
|
38,298
|
|
||
Total other non-current liabilities
|
$
|
102,408
|
|
|
$
|
101,342
|
|
|
|
Foreign currency translation adjustments
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
Pension adjustments
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
36,764
|
|
|
$
|
499
|
|
|
$
|
(1,500
|
)
|
|
$
|
35,763
|
|
Other comprehensive income (loss) before reclassification adjustments
|
|
3,376
|
|
|
(41
|
)
|
|
(113
|
)
|
|
3,222
|
|
||||
Reclassification adjustment 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
|
|
||||
Other comprehensive income (loss) before reclassification adjustments
|
|
6,579
|
|
|
(70
|
)
|
|
830
|
|
|
7,339
|
|
||||
Reclassification adjustment included in net income (loss)
|
|
(591
|
)
|
|
—
|
|
|
98
|
|
|
(493
|
)
|
||||
Other comprehensive income (loss)
|
|
5,988
|
|
|
(70
|
)
|
|
928
|
|
|
6,846
|
|
||||
Balance as of December 31, 2016
|
|
58,249
|
|
|
388
|
|
|
(585
|
)
|
|
58,052
|
|
||||
Other comprehensive income (loss) before reclassification adjustments
|
|
(12,382
|
)
|
|
(1,109
|
)
|
|
—
|
|
|
(13,491
|
)
|
||||
Reclassification adjustments included in net income (loss)
|
|
(14,905
|
)
|
|
1,603
|
|
|
585
|
|
|
(12,717
|
)
|
||||
Other comprehensive income (loss)
|
|
(27,287
|
)
|
|
494
|
|
|
585
|
|
|
(26,208
|
)
|
||||
Balance as of December 31, 2017
|
|
$
|
30,962
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
31,844
|
|
|
|
Year Ended December 31,
|
|
Consolidated Statements of Operations Line Item
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
|||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
||||||
Loss (gain) on dispositions - continuing operations
|
|
$
|
—
|
|
|
$
|
(7,468
|
)
|
|
$
|
(906
|
)
|
|
Gains on business dispositions
|
Loss (gain) on country exits - continuing operations
|
|
(187
|
)
|
|
(55
|
)
|
|
714
|
|
|
Other income (expense), net
|
|||
Loss (gain) on disposition - discontinued operations
|
|
(14,718
|
)
|
|
6,932
|
|
|
12,313
|
|
|
Income (loss) from discontinued operations, net of tax
|
|||
Reclassification adjustments
|
|
(14,905
|
)
|
|
(591
|
)
|
|
12,121
|
|
|
|
|||
Unrealized gain (loss) on available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||
Other-than-temporary impairment of available-for-sale security
|
|
2,944
|
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
|||
Realized gain on investment
|
|
(1,341
|
)
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
|||
Reclassification adjustment
|
|
1,603
|
|
|
—
|
|
|
—
|
|
|
|
|||
Pension adjustments
|
|
|
|
|
|
|
|
|
||||||
Curtailment gain
|
|
583
|
|
|
—
|
|
|
—
|
|
|
Selling, general and administrative
|
|||
Amortization of net actuarial loss (gain)
|
|
2
|
|
|
116
|
|
|
119
|
|
|
Selling, general and administrative
|
|||
Less: Tax effect
|
|
—
|
|
|
(18
|
)
|
|
(19
|
)
|
|
Provision (benefit) for income taxes
|
|||
Reclassification adjustment
|
|
585
|
|
|
98
|
|
|
100
|
|
|
|
|||
Total reclassification adjustments
|
|
$
|
(12,717
|
)
|
|
$
|
(493
|
)
|
|
$
|
12,221
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Liability component:
|
|
|
|
||||
Principal amount
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Less: debt discount
|
(60,247
|
)
|
|
(71,005
|
)
|
||
Net carrying amount of liability component
|
$
|
189,753
|
|
|
$
|
178,995
|
|
|
|
|
|
||||
Net carrying amount of equity component
|
$
|
67,014
|
|
|
$
|
67,014
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Contractual interest expense (3.25% of the principal amount per annum)
|
$
|
8,128
|
|
|
$
|
6,095
|
|
Amortization of debt discount
|
10,758
|
|
|
7,376
|
|
||
Total interest expense
|
$
|
18,886
|
|
|
$
|
13,471
|
|
|
Capital Leases
|
|
Operating Leases
|
||||
2018
|
$
|
27,094
|
|
|
$
|
36,521
|
|
2019
|
10,081
|
|
|
31,677
|
|
||
2020
|
6,128
|
|
|
28,330
|
|
||
2021
|
3,616
|
|
|
23,586
|
|
||
2022
|
—
|
|
|
22,621
|
|
||
Thereafter
|
—
|
|
|
50,755
|
|
||
Total minimum lease payments
|
46,919
|
|
|
$
|
193,490
|
|
|
Less: Amount representing interest
|
(2,461
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
44,458
|
|
|
|
|||
Less: Current portion of capital lease obligations
|
(25,958
|
)
|
|
|
|||
Total long-term capital lease obligations
|
$
|
18,500
|
|
|
|
|
Subleases
|
||
2018
|
$
|
6,743
|
|
2019
|
5,898
|
|
|
2020
|
5,492
|
|
|
2021
|
5,303
|
|
|
2022
|
5,102
|
|
|
Thereafter
|
9,277
|
|
|
Total future sublease income
|
$
|
37,815
|
|
2018
|
$
|
13,577
|
|
2019
|
9,251
|
|
|
2020
|
1,327
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total purchase obligations
|
$
|
24,155
|
|
|
Restricted Stock Units
|
|
Weighted- Average Grant Date Fair Value (per share)
|
|||
Unvested at December 31, 2016
|
25,407,846
|
|
|
$
|
5.18
|
|
Granted
|
26,829,539
|
|
|
$
|
4.10
|
|
Vested
|
(16,092,827
|
)
|
|
$
|
5.13
|
|
Forfeited
|
(7,205,448
|
)
|
|
$
|
4.73
|
|
Unvested at December 31, 2017
|
28,939,110
|
|
|
$
|
4.32
|
|
|
|
Options
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands) (1) |
|||||
Outstanding and exercisable at December 31, 2016
|
|
991,172
|
|
|
$
|
0.77
|
|
|
2.83
|
|
$
|
2,527
|
|
Exercised
|
|
(102,803
|
)
|
|
$
|
2.24
|
|
|
|
|
|
||
Forfeited
|
|
(2,789
|
)
|
|
$
|
1.99
|
|
|
|
|
|
||
Outstanding and exercisable at December 31, 2017
|
|
885,580
|
|
|
$
|
0.62
|
|
|
1.76
|
|
$
|
3,967
|
|
(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, 2017
and
2016
, respectively.
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
Employee Severance and Benefit Costs
(1)
|
|
Asset Impairments
|
|
Other Exit Costs
|
|
Total Restructuring Charges
|
||||||||
North America
|
|
$
|
8,172
|
|
|
$
|
—
|
|
|
$
|
3,826
|
|
|
$
|
11,998
|
|
International
|
|
4,814
|
|
|
—
|
|
|
2,016
|
|
|
6,830
|
|
||||
Consolidated
|
|
$
|
12,986
|
|
|
$
|
—
|
|
|
$
|
5,842
|
|
|
$
|
18,828
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Employee Severance and Benefit Costs
(1)
|
|
Asset Impairments
(2)
|
|
Other Exit Costs
|
|
Total Restructuring Charges
|
||||||||
North America
|
|
$
|
8,548
|
|
|
$
|
45
|
|
|
$
|
3,304
|
|
|
$
|
11,897
|
|
International
|
|
25,499
|
|
|
283
|
|
|
2,759
|
|
|
28,541
|
|
||||
Consolidated
|
|
$
|
34,047
|
|
|
$
|
328
|
|
|
$
|
6,063
|
|
|
$
|
40,438
|
|
|
|
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
|
|
International
|
|
16,310
|
|
|
474
|
|
|
1,185
|
|
|
17,969
|
|
||||
Consolidated
|
|
$
|
18,310
|
|
|
$
|
7,214
|
|
|
$
|
2,940
|
|
|
$
|
28,464
|
|
(1)
|
The employee severance and benefit costs for the years ended December 31, 2017, 2016 and 2015 related to the termination of approximately
750
,
900
, and
900
employees, respectively. Substantially all of the remaining cash payments for those costs are expected to be disbursed through April 30, 2018.
|
(2)
|
Asset impairments related 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 June 30, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges payable in cash
|
|
18,310
|
|
|
2,940
|
|
|
21,250
|
|
|||
Cash Payments
|
|
(8,862
|
)
|
|
(746
|
)
|
|
(9,608
|
)
|
|||
Foreign currency translation
|
|
(576
|
)
|
|
3
|
|
|
(573
|
)
|
|||
Balance as of December 31, 2015
|
|
$
|
8,872
|
|
|
$
|
2,197
|
|
|
$
|
11,069
|
|
Charges payable in cash
(1)
|
|
29,416
|
|
|
6,063
|
|
|
35,479
|
|
|||
Cash Payments
|
|
(23,729
|
)
|
|
(5,988
|
)
|
|
(29,717
|
)
|
|||
Foreign currency translation
|
|
(424
|
)
|
|
(12
|
)
|
|
(436
|
)
|
|||
Balance as of December 31, 2016
|
|
$
|
14,135
|
|
|
$
|
2,260
|
|
|
$
|
16,395
|
|
Charges payable in cash
(1)
|
|
12,140
|
|
|
5,842
|
|
|
17,982
|
|
|||
Cash payments
|
|
(23,117
|
)
|
|
(7,826
|
)
|
|
(30,943
|
)
|
|||
Foreign currency translation
|
|
659
|
|
|
28
|
|
|
687
|
|
|||
Balance as of December 31, 2017
|
|
$
|
3,817
|
|
|
$
|
304
|
|
|
$
|
4,121
|
|
(1)
|
Excludes stock-based compensation of
$0.8 million
and
$4.7 million
for the years ended December 31, 2017 and 2016, respectively, related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
30,095
|
|
|
$
|
(119,095
|
)
|
|
$
|
(98,181
|
)
|
International
|
|
6,050
|
|
|
(52,432
|
)
|
|
1,924
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
|
$
|
36,145
|
|
|
$
|
(171,527
|
)
|
|
$
|
(96,257
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Continuing Operations
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
|
$
|
(23,010
|
)
|
Discontinued Operations
|
|
—
|
|
|
2,771
|
|
|
51,893
|
|
|||
Total
|
|
$
|
7,544
|
|
|
$
|
(2,547
|
)
|
|
$
|
28,883
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current taxes:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
(120
|
)
|
|
$
|
(1,093
|
)
|
|
$
|
(23,913
|
)
|
State
|
|
191
|
|
|
912
|
|
|
(2,613
|
)
|
|||
International
|
|
6,870
|
|
|
5,311
|
|
|
14,558
|
|
|||
Total current taxes
|
|
6,941
|
|
|
5,130
|
|
|
(11,968
|
)
|
|||
Deferred taxes:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
(1,335
|
)
|
|
(4,262
|
)
|
|
(8,936
|
)
|
|||
State
|
|
50
|
|
|
(11
|
)
|
|
4,324
|
|
|||
International
|
|
1,888
|
|
|
(6,175
|
)
|
|
(6,430
|
)
|
|||
Total deferred taxes
|
|
603
|
|
|
(10,448
|
)
|
|
(11,042
|
)
|
|||
Provision (benefit) for income taxes
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
|
$
|
(23,010
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.S. federal income tax provision (benefit) at statutory rate
|
|
$
|
12,651
|
|
|
$
|
(60,035
|
)
|
|
$
|
(33,690
|
)
|
Foreign income and losses taxed at different rates
(1)
|
|
4,524
|
|
|
9,410
|
|
|
3,297
|
|
|||
State income taxes, net of federal benefits, and state tax credits
|
|
(4,980
|
)
|
|
(4,694
|
)
|
|
(16,382
|
)
|
|||
Change in valuation allowances
|
|
(36,057
|
)
|
|
13,797
|
|
|
43,782
|
|
|||
Effect of income tax rate changes on deferred items
(2)
|
|
20,466
|
|
|
7,135
|
|
|
(117
|
)
|
|||
Tax effects of intercompany transactions
|
|
3,332
|
|
|
853
|
|
|
12,448
|
|
|||
Adjustments related to uncertain tax positions
|
|
1,824
|
|
|
(4,899
|
)
|
|
(15,032
|
)
|
|||
Non-deductible stock-based compensation expense
|
|
5,002
|
|
|
6,724
|
|
|
5,143
|
|
|||
Tax shortfalls on stock-based compensation awards
(3)
|
|
4,290
|
|
|
12,585
|
|
|
—
|
|
|||
Non-deductible (or non-taxable) change in fair value of investment
|
|
—
|
|
|
4,484
|
|
|
(334
|
)
|
|||
Federal research and development credits
|
|
(7,862
|
)
|
|
(8,547
|
)
|
|
(14,636
|
)
|
|||
Tax effects of income (losses) from forgiveness of intercompany liabilities
|
|
(2,494
|
)
|
|
15,187
|
|
|
—
|
|
|||
Deductions for investments in subsidiaries that have ceased operations
|
|
—
|
|
|
(645
|
)
|
|
(4,924
|
)
|
|||
Non-taxable gains on business dispositions
|
|
—
|
|
|
(3,481
|
)
|
|
(5,070
|
)
|
|||
Non-deductible or non-taxable items
|
|
6,848
|
|
|
6,808
|
|
|
2,505
|
|
|||
Provision (benefit) for income taxes
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
|
$
|
(23,010
|
)
|
(1)
|
Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2017. This results in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2017, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in certain foreign jurisdictions with lower tax rates.
|
(2)
|
The effect of income tax rate changes on deferred items for the year ended
December 31, 2017
is primarily related to the U.S. tax reform legislation that was signed into law on December 22, 2017, which included a reduction of the U.S. Federal income tax rate to 21 percent. That
|
(3)
|
The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
36,786
|
|
|
$
|
47,144
|
|
Stock-based compensation
|
3,720
|
|
|
6,772
|
|
||
Net operating loss and tax credit carryforwards
|
208,040
|
|
|
192,381
|
|
||
Intangible assets, net
|
23,722
|
|
|
11,854
|
|
||
Investments
|
814
|
|
|
1,080
|
|
||
Unrealized foreign currency exchange losses
|
2,771
|
|
|
9,987
|
|
||
Other
|
687
|
|
|
1,155
|
|
||
Total deferred tax assets
|
276,540
|
|
|
270,373
|
|
||
Less valuation allowances
|
(238,702
|
)
|
|
(220,611
|
)
|
||
Deferred tax assets, net of valuation allowance
|
37,838
|
|
|
49,762
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Prepaid expenses and other assets
|
(10,011
|
)
|
|
(6,538
|
)
|
||
Property, equipment and software, net
|
(11,315
|
)
|
|
(22,292
|
)
|
||
Convertible senior notes
|
(2,773
|
)
|
|
(4,529
|
)
|
||
Deferred revenue
|
(10,436
|
)
|
|
(12,966
|
)
|
||
Total deferred tax liabilities
|
(34,535
|
)
|
|
(46,325
|
)
|
||
Net deferred tax asset (liability)
|
$
|
3,303
|
|
|
$
|
3,437
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning Balance
|
|
$
|
80,081
|
|
|
$
|
79,637
|
|
|
$
|
98,321
|
|
Increases related to prior year tax positions
|
|
960
|
|
|
1,708
|
|
|
—
|
|
|||
Decreases related to prior year tax positions
|
|
(1,196
|
)
|
|
(3,154
|
)
|
|
(25,702
|
)
|
|||
Increases related to current year tax positions
|
|
9,571
|
|
|
11,443
|
|
|
10,590
|
|
|||
Decreases based on settlements with taxing authorities
|
|
—
|
|
|
(3,176
|
)
|
|
—
|
|
|||
Decreases due to lapse of statute limitations
|
|
(3,777
|
)
|
|
(4,906
|
)
|
|
—
|
|
|||
Foreign currency translation
|
|
1,720
|
|
|
(1,471
|
)
|
|
(3,572
|
)
|
|||
Ending Balance
|
|
$
|
87,359
|
|
|
$
|
80,081
|
|
|
$
|
79,637
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
December 31, 2017
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
137,975
|
|
|
$
|
137,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value option investments
|
82,966
|
|
|
—
|
|
|
—
|
|
|
82,966
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
11,354
|
|
|
—
|
|
|
—
|
|
|
11,354
|
|
||||
Redeemable preferred shares
|
15,431
|
|
|
—
|
|
|
—
|
|
|
15,431
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
Description
|
December 31, 2016
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
202,241
|
|
|
$
|
202,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value option investments
|
82,584
|
|
|
—
|
|
|
—
|
|
|
82,584
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
10,038
|
|
|
—
|
|
|
—
|
|
|
10,038
|
|
||||
Redeemable preferred shares
|
17,444
|
|
|
—
|
|
|
—
|
|
|
17,444
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
14,588
|
|
|
—
|
|
|
—
|
|
|
14,588
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Fair value option investments:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
82,584
|
|
|
$
|
130,725
|
|
|
$
|
—
|
|
Acquisitions of investments
|
|
—
|
|
|
—
|
|
|
138,475
|
|
|||
Sale of investments carried at fair value
|
|
—
|
|
|
—
|
|
|
(4,807
|
)
|
|||
Total gains (losses) included in earnings
|
|
382
|
|
|
(48,141
|
)
|
|
(2,943
|
)
|
|||
Ending Balance
|
|
$
|
82,966
|
|
|
$
|
82,584
|
|
|
$
|
130,725
|
|
Unrealized (losses) gains still held
(1)
|
|
$
|
382
|
|
|
$
|
(48,141
|
)
|
|
$
|
(3,023
|
)
|
Available-for-sale securities
|
|
|
|
|
|
|
||||||
Convertible debt securities:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
10,038
|
|
|
$
|
10,116
|
|
|
$
|
2,527
|
|
Purchases and acquisition of convertible debt securities
|
|
1,612
|
|
|
—
|
|
|
6,635
|
|
|||
Maturity of convertible debt security
|
|
(1,843
|
)
|
|
(1,685
|
)
|
|
—
|
|
|||
Total gains (losses) included in other comprehensive income (loss)
|
|
(437
|
)
|
|
703
|
|
|
385
|
|
|||
Total gains (losses) included in earnings
(2)
|
|
1,984
|
|
|
904
|
|
|
569
|
|
|||
Ending Balance
|
|
$
|
11,354
|
|
|
$
|
10,038
|
|
|
$
|
10,116
|
|
Unrealized gains (losses) still held
(1)
|
|
$
|
1,303
|
|
|
$
|
1,607
|
|
|
$
|
954
|
|
Redeemable preferred shares:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
17,444
|
|
|
$
|
22,834
|
|
|
$
|
4,910
|
|
Purchase of redeemable preferred shares
|
|
—
|
|
|
—
|
|
|
18,375
|
|
|||
Total gains (losses) included in other comprehensive income (loss)
|
|
931
|
|
|
(816
|
)
|
|
(451
|
)
|
|||
Other-than-temporary impairment included in earnings
|
|
(2,944
|
)
|
|
—
|
|
|
—
|
|
|||
Transfer to cost method investment classification upon elimination of redemption feature
|
|
—
|
|
|
(4,574
|
)
|
|
—
|
|
|||
Ending Balance
|
|
$
|
15,431
|
|
|
$
|
17,444
|
|
|
$
|
22,834
|
|
Unrealized gains (losses) still held
(1)
|
|
$
|
(2,013
|
)
|
|
$
|
(816
|
)
|
|
$
|
(451
|
)
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||
Contingent Consideration:
|
|
|
|
|
|
|
||||||
Beginning Balance
|
|
$
|
14,588
|
|
|
$
|
10,781
|
|
|
$
|
1,983
|
|
Issuance of contingent consideration in connection with acquisitions
|
|
—
|
|
|
—
|
|
|
9,605
|
|
|||
Settlements of contingent consideration liabilities
|
|
(7,858
|
)
|
|
—
|
|
|
(716
|
)
|
|||
Reclass to non-fair value liabilities when no longer contingent
|
|
(6,778
|
)
|
|
(285
|
)
|
|
(331
|
)
|
|||
Total losses (gains) included in earnings
(3)
|
|
48
|
|
|
4,092
|
|
|
240
|
|
|||
Ending Balance
|
|
$
|
—
|
|
|
$
|
14,588
|
|
|
$
|
10,781
|
|
Unrealized losses (gains) still held
(1)
|
|
$
|
—
|
|
|
$
|
3,966
|
|
|
$
|
(148
|
)
|
(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 a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of an embedded derivative.
|
(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, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Cost method investments
|
|
$
|
25,438
|
|
|
$
|
32,792
|
|
|
$
|
31,816
|
|
|
$
|
35,369
|
|
|
Year Ended December 31, 2017
|
||
Basic and diluted net income (loss) per share:
|
|
||
Numerator
|
|
||
Net income (loss) - continuing operations
|
$
|
28,601
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
12,587
|
|
|
Net income (loss) attributable to common stockholders - continuing operations
|
$
|
16,014
|
|
Net income (loss) attributable to common stockholders - discontinued operations
|
(1,974
|
)
|
|
Net income (loss) attributable to common stockholders
|
$
|
14,040
|
|
Denominator
|
|
|
|
Shares used in computation of basic net income (loss) per share
|
559,367,075
|
|
|
Weighted-average effect of diluted securities:
|
|
||
Stock Options
|
842,047
|
|
|
Restricted Stock
|
488,773
|
|
|
Restricted Stock Units
|
7,153,674
|
|
|
Employee Stock Purchase Plan
|
201,504
|
|
|
Performance Share Units and Performance Bonus Awards
|
365,298
|
|
|
Shares used in computation of diluted net income (loss) per share
|
568,418,371
|
|
|
|
|
||
Basic net income (loss) per share:
|
|
||
Continuing operations
|
$
|
0.03
|
|
Discontinued operations
|
(0.00
|
)
|
|
Basic net income (loss) per share
|
$
|
0.03
|
|
|
|
||
Diluted net income (loss) per share
(1)
:
|
|
||
Continuing operations
|
$
|
0.03
|
|
Discontinued operations
|
(0.01
|
)
|
|
Diluted net income (loss) per share
|
$
|
0.02
|
|
(1)
|
The potentially dilutive impact of warrants and convertible senior notes has been excluded from the calculation of diluted net income (loss) per share for the year ended
December 31, 2017
as the effect on net income (loss) per share from continuing operations was antidilutive.
|
|
|
Period from January 1, 2016 through October 31, 2016 (pre-conversion)
|
|
Period from November 1, 2016 through December 31, 2016 (post-conversion)
|
|
Year Ended December 31, 2016
(2)
|
||||||||||
|
|
|
|
|||||||||||||
|
|
Class A
|
|
Class B
|
|
Common
|
|
Total
|
||||||||
Basic and diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Allocation of net income (loss) - continuing operations
|
|
$
|
(151,284
|
)
|
|
$
|
(632
|
)
|
|
$
|
(14,293
|
)
|
|
$
|
(166,209
|
)
|
Less: Allocation of net income (loss) attributable to noncontrolling interests
|
|
9,559
|
|
|
40
|
|
|
1,665
|
|
|
11,264
|
|
||||
Allocation of net income (loss) attributable to common stockholders - continuing operations
|
|
$
|
(160,843
|
)
|
|
$
|
(672
|
)
|
|
$
|
(15,958
|
)
|
|
$
|
(177,473
|
)
|
Allocation of net income (loss) attributable to common stockholders - discontinued operations
|
|
(7,152
|
)
|
|
(30
|
)
|
|
(9,932
|
)
|
|
(17,114
|
)
|
||||
Allocation of net income (loss) attributable to common stockholders
|
|
$
|
(167,995
|
)
|
|
$
|
(702
|
)
|
|
$
|
(25,890
|
)
|
|
$
|
(194,587
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
574,755,214
|
|
|
2,399,976
|
|
|
574,884,987
|
|
|
576,354,258
|
|
||||
Basic and diluted net income (loss) per share
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.28
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.31
|
)
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
(0.03
|
)
|
||||
Basic and diluted net income (loss) per share
|
|
$
|
(0.29
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.34
|
)
|
(1)
|
The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the years ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive.
|
(2)
|
The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016.
|
|
Year Ended December 31, 2015
|
||||||
|
Class A
|
|
Class B
|
||||
Basic and diluted net income (loss) per share:
|
|
|
|
||||
Numerator
|
|
|
|
||||
Allocation of net income (loss) - continuing operations
|
$
|
(72,977
|
)
|
|
$
|
(270
|
)
|
Less: Allocation of net income (loss) attributable to noncontrolling interests
|
12,963
|
|
|
48
|
|
||
Allocation of net income (loss) attributable to common stockholders - continuing operations
|
$
|
(85,940
|
)
|
|
$
|
(318
|
)
|
Allocation of net income (loss) attributable to common stockholders - discontinued operations
|
106,531
|
|
|
395
|
|
||
Allocation of net income (loss) attributable to common stockholders
|
$
|
20,591
|
|
|
$
|
77
|
|
Denominator
|
|
|
|
||||
Weighted-average common shares outstanding
|
647,706,249
|
|
|
2,399,976
|
|
||
Basic and diluted net income (loss) per share
(1)
:
|
|
|
|
||||
Continuing operations
|
$
|
(0.13
|
)
|
|
$
|
(0.13
|
)
|
Discontinued operations
|
0.16
|
|
|
0.16
|
|
||
Basic and diluted net income (loss) per share
|
$
|
0.03
|
|
|
$
|
0.03
|
|
(1)
|
The potentially dilutive impacts of a conversion of Class B to Class A shares and outstanding equity awards have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2015 as their effect on net income (loss) per share from
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Stock options
|
|
13,000
|
|
|
1,204,512
|
|
|
1,884,958
|
|
Restricted stock units
|
|
8,087,545
|
|
|
33,480,458
|
|
|
41,079,648
|
|
Performance share units
|
|
—
|
|
|
125,934
|
|
|
—
|
|
Restricted stock
|
|
—
|
|
|
1,335,613
|
|
|
1,346,447
|
|
Employee Stock Purchase Plan
|
|
—
|
|
|
1,184,330
|
|
|
916,837
|
|
Convertible senior notes
|
|
46,296,300
|
|
|
34,213,474
|
|
|
—
|
|
Warrants
|
|
46,296,300
|
|
|
29,761,907
|
|
|
—
|
|
Total
|
|
100,693,145
|
|
|
101,306,228
|
|
|
45,227,890
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
|
|
|
|
|
||||||
Local - Third-party and other
|
|
$
|
825,579
|
|
|
$
|
762,314
|
|
|
$
|
701,312
|
|
Goods:
|
|
|
|
|
|
|
||||||
Third-party
|
|
16,768
|
|
|
9,068
|
|
|
7,151
|
|
|||
Direct
|
|
993,326
|
|
|
1,297,810
|
|
|
1,257,548
|
|
|||
Travel - Third-party
|
|
78,495
|
|
|
82,577
|
|
|
81,731
|
|
|||
Total North America revenue
(1)
|
|
$
|
1,914,168
|
|
|
$
|
2,151,769
|
|
|
$
|
2,047,742
|
|
|
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
|
||||||
Local - Third-party and other
|
|
$
|
281,466
|
|
|
$
|
270,045
|
|
|
$
|
335,112
|
|
Goods:
|
|
|
|
|
|
|
||||||
Third-party
|
|
20,358
|
|
|
32,681
|
|
|
65,361
|
|
|||
Direct
|
|
584,099
|
|
|
509,364
|
|
|
447,119
|
|
|||
Travel - Third-party
|
|
43,786
|
|
|
49,756
|
|
|
59,482
|
|
|||
Total International revenue
(1)
|
|
$
|
929,709
|
|
|
$
|
861,846
|
|
|
$
|
907,074
|
|
(1)
|
North America includes revenue from the United States of
$1,884.7 million
,
$2,120.3 million
and
$2,022.5 million
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively. International includes revenue from the United Kingdom of
$343.9 million
,
$321.9 million
, and
$336.2 million
for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively. There were no other individual countries that represent more than 10% of consolidated total revenue for the
years ended
December 31, 2017
,
2016
, and
2015
. In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. Beginning in the second quarter of 2017, the Company updated its attribution of revenue by country to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
|
|
|
|
|
||||||
Local - Third-party and other
|
|
$
|
708,573
|
|
|
$
|
660,983
|
|
|
$
|
600,893
|
|
Goods:
|
|
|
|
|
|
|
||||||
Third-party
|
|
12,929
|
|
|
7,470
|
|
|
5,931
|
|
|||
Direct
|
|
145,582
|
|
|
152,739
|
|
|
127,720
|
|
|||
Travel - Third-party
|
|
60,594
|
|
|
64,355
|
|
|
67,027
|
|
|||
Total North America gross profit
|
|
$
|
927,678
|
|
|
$
|
885,547
|
|
|
$
|
801,571
|
|
|
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
|
||||||
Local - Third-party and other
|
|
$
|
265,348
|
|
|
$
|
250,435
|
|
|
$
|
310,842
|
|
Goods:
|
|
|
|
|
|
|
||||||
Third-party
|
|
17,910
|
|
|
27,976
|
|
|
55,141
|
|
|||
Direct
|
|
82,637
|
|
|
71,504
|
|
|
68,036
|
|
|||
Travel - Third-party
|
|
40,288
|
|
|
45,191
|
|
|
52,220
|
|
|||
Total International gross profit
|
|
$
|
406,183
|
|
|
$
|
395,106
|
|
|
$
|
486,239
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating income (loss)
(1)(2)(3)
|
|
|
|
|
|
|
||||||
North America
(4)
|
|
$
|
(45
|
)
|
|
$
|
(85,423
|
)
|
|
$
|
(107,836
|
)
|
International
|
|
29,480
|
|
|
(14,815
|
)
|
|
37,165
|
|
|||
Total operating income (loss)
|
|
$
|
29,435
|
|
|
$
|
(100,238
|
)
|
|
$
|
(70,671
|
)
|
(1)
|
Includes stock-based compensation of
$76.1 million
,
$104.7 million
, and
$124.1 million
for North America and
$5.7 million
,
$9.5 million
, and
$14.3 million
for International for the
years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
(2)
|
Includes acquisition-related (benefit) expense, net of
$5.7 million
and
$1.9 million
for North America for the years ended December 31, 2016 and 2015, respectively.
|
(3)
|
Includes restructuring charges of
$12.0 million
(which includes
$0.8 million
of stock-based compensation),
$11.9 million
(which includes
$2.6 million
of stock-based compensation), and
$10.5 million
for North America for the years ended December 31, 2017, 2016 and 2015, respectively. Includes restructuring charges of
$6.8 million
,
$28.5 million
(which includes
$2.1 million
of stock-based compensation), and
$18.0 million
for International for the years ended December 31, 2017, 2016 and 2015, respectively.
|
(4)
|
Operating income 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 a securities litigation matter that was subsequently settled.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
North America
(1)
|
$
|
1,045,072
|
|
|
$
|
1,122,261
|
|
International
|
632,433
|
|
|
563,864
|
|
||
Assets of discontinued operations
|
—
|
|
|
75,252
|
|
||
Consolidated total assets
|
$
|
1,677,505
|
|
|
$
|
1,761,377
|
|
(1)
|
North America contains assets from the United States of
$1,006.2 million
and
$1,057.6 million
as of
December 31, 2017
and
2016
, respectively. International contains assets from Ireland of
$219.7 million
and
$203.2 million
as of
December 31, 2017
and 2016, respectively. There were no other individual countries that represented more than
10%
of consolidated total assets as of
December 31, 2017
and
2016
.
|
(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
12%
and
17%
of the Company's consolidated tangible property and equipment, net as of
December 31, 2017
and
2016
, 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, 2017
and
2016
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
$
|
121,616
|
|
|
$
|
116,865
|
|
|
$
|
108,973
|
|
International
|
|
16,211
|
|
|
19,044
|
|
|
20,409
|
|
|||
Consolidated total
|
|
$
|
137,827
|
|
|
$
|
135,909
|
|
|
$
|
129,382
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
$
|
5,917
|
|
|
$
|
9,770
|
|
|
$
|
10,207
|
|
International
|
|
5,106
|
|
|
5,255
|
|
|
16,570
|
|
|||
Consolidated total
|
|
$
|
11,023
|
|
|
$
|
15,025
|
|
|
$
|
26,777
|
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
||||||||||||||||
|
|
2017
|
|
2017
(1)
|
|
2017
(1)
|
|
2017
(1)
|
|
2016
(1)(2)
|
|
2016
(1)
|
|
2016
(1)
|
|
2016
(1)
|
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
873,166
|
|
|
$
|
634,466
|
|
|
$
|
662,619
|
|
|
$
|
673,626
|
|
|
$
|
904,865
|
|
|
$
|
686,555
|
|
|
$
|
723,760
|
|
|
$
|
698,435
|
|
Cost of revenue
|
|
486,248
|
|
|
325,041
|
|
|
334,552
|
|
|
364,175
|
|
|
552,959
|
|
|
393,287
|
|
|
408,383
|
|
|
378,333
|
|
||||||||
Gross profit
|
|
386,918
|
|
|
309,425
|
|
|
328,067
|
|
|
309,451
|
|
|
351,906
|
|
|
293,268
|
|
|
315,377
|
|
|
320,102
|
|
||||||||
Income (loss) from operations
|
|
49,726
|
|
|
(1,213
|
)
|
|
(7,398
|
)
|
|
(11,680
|
)
|
|
9,503
|
|
|
(24,840
|
)
|
|
(39,753
|
)
|
|
(45,148
|
)
|
||||||||
Income (loss) from continuing operations
|
|
51,071
|
|
|
3,802
|
|
|
(5,403
|
)
|
|
(20,869
|
)
|
|
(39,455
|
)
|
|
(34,447
|
)
|
|
(48,768
|
)
|
|
(43,539
|
)
|
||||||||
Income (loss) from discontinued operations, net of tax
|
|
(223
|
)
|
|
(862
|
)
|
|
(1,376
|
)
|
|
487
|
|
|
(10,749
|
)
|
|
(1,345
|
)
|
|
(2,963
|
)
|
|
(2,057
|
)
|
||||||||
Net income (loss) attributable to Groupon, Inc.
|
|
47,721
|
|
|
59
|
|
|
(9,326
|
)
|
|
(24,414
|
)
|
|
(52,588
|
)
|
|
(37,976
|
)
|
|
(54,904
|
)
|
|
(49,119
|
)
|
||||||||
Basic net income (loss) per share
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.08
|
)
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.00
|
)
|
||||||||
Basic net income (loss) per share
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.08
|
)
|
Diluted net income (loss) per share
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.08
|
)
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.00
|
)
|
||||||||
Diluted net income (loss) per share
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.08
|
)
|
(1)
|
Income (loss) from continuing operations for the three months ended September 30, 2017, June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016 includes restructuring charges of
$11.5 million
,
$4.6 million
,
$2.7 million
,
$12.1 million
,
$1.2 million
,
$15.7 million
and
$11.5 million
, respectively.
|
(2)
|
The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. The denominator of the basic and diluted loss per share calculations for the three months ended December 31, 2016 reflects the weighted-average Class A and Class B common shares outstanding for the period from October 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016.
|
(3)
|
The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.
|
|
|
||||||||
|
|
|
|
|
|
|
December 31, 2016
|
||
Assets
|
|
||||||||
Current assets:
|
|
||||||||
|
Cash
|
$
|
123,696
|
|
|||||
|
Accounts receivable, net
|
19,244
|
|
||||||
|
Prepaid expenses and other current assets
|
27,234
|
|
||||||
|
|
|
|
Total current assets
|
170,174
|
|
|||
Property, equipment and software, net
|
19,042
|
|
|||||||
Goodwill
|
349,688
|
|
|||||||
Intangible assets, net
|
89,892
|
|
|||||||
Other non-current assets
|
8,928
|
|
|||||||
|
|
|
|
Total Assets
|
$
|
637,724
|
|
||
Liabilities and Partners' Capital
|
|
||||||||
Current liabilities:
|
|
||||||||
|
Convertible debt
|
$
|
22,769
|
|
|||||
|
Accounts payable
|
32,944
|
|
||||||
|
Accrued merchant and supplier payables
|
260,824
|
|
||||||
|
Accrued expenses and other current liabilities
|
28,932
|
|
||||||
|
|
|
|
Total current liabilities
|
345,469
|
|
|||
Convertible debt
|
16,554
|
|
|||||||
Other non-current liabilities
|
6,391
|
|
|||||||
|
|
|
|
Total Liabilities
|
368,414
|
|
|||
|
|
|
|
|
|
|
|
||
Commitments and contingencies (see Note 9)
|
|
||||||||
|
|
|
|
|
|
|
|
||
Partners' Capital
|
|
||||||||
Class A-1 units (12,701,148 units authorized, issued and outstanding at December 31, 2016)
|
65,000
|
|
|||||||
Class A-2 units (72,000,000 units authorized, issued and outstanding at December 31, 2016)
|
234,362
|
|
|||||||
Class B units (64,000,000 units authorized, issued and outstanding at December 31, 2016)
|
—
|
|
|||||||
Class C units (20,321,839 units authorized and 20,030,079 units issued and outstanding at December 31, 2016)
|
—
|
|
|||||||
Other capital
—
subsidiary stock option awards
|
299
|
|
|||||||
Accumulated other comprehensive loss
|
(32,579
|
)
|
|||||||
|
|
|
|
|
Total Monster Holdings Partners' Capital
|
267,082
|
|
||
Noncontrolling interests
|
2,228
|
|
|||||||
|
|
|
|
|
Total Partners' Capital
|
269,310
|
|
||
|
|
|
|
|
Total Liabilities and Partners' Capital
|
$
|
637,724
|
|
|
Year Ended
December 31, 2016
|
||||||||
|
|||||||||
Revenue:
|
|
||||||||
Third party and other
|
$
|
92,486
|
|
||||||
Direct
|
123,633
|
|
|||||||
Total revenue
|
216,119
|
|
|||||||
Cost of revenue:
|
|
||||||||
Third party and other
|
37,882
|
|
|||||||
Direct
|
153,463
|
|
|||||||
Total cost of revenue
|
191,345
|
|
|||||||
Gross profit
|
24,774
|
|
|||||||
Operating expenses:
|
|
||||||||
Marketing
|
52,965
|
|
|||||||
Selling, general and administrative
|
129,701
|
|
|||||||
Gain on business disposition
|
(1,555
|
)
|
|||||||
Total operating expenses
|
181,111
|
|
|||||||
Loss from operations
|
(156,337
|
)
|
|||||||
Other income, net
|
2,454
|
|
|||||||
Net loss before provision (benefit) for income taxes
|
(153,883
|
)
|
|||||||
Provision (benefit) for income taxes
|
—
|
|
|||||||
Net loss
|
(153,883
|
)
|
|||||||
Net loss attributable to noncontrolling interests
|
84
|
|
|||||||
Net loss attributable to Monster Holdings LP
|
$
|
(153,799
|
)
|
|
|
|
|
|
|
Year Ended
|
|||
|
|
|
|
|
|
|
December 31, 2016
|
||
Net loss
|
$
|
(153,883
|
)
|
||||||
Other comprehensive loss:
|
|
||||||||
Foreign currency translation adjustments
|
(5,188
|
)
|
|||||||
Comprehensive loss
|
(159,071
|
)
|
|||||||
Comprehensive loss attributable to noncontrolling interests
|
84
|
|
|||||||
Comprehensive loss attributable to Monster Holdings LP
|
$
|
(158,987
|
)
|
|
|
Monster Holdings Partners' Capital
|
|
Non-controlling Interests
|
|
Total Partners' Capital
|
||||||||||||||||||||||||||||||||||||||||||
|
|
Class A-1
|
|
Class A-2
|
|
Class B
|
|
Class C
|
|
Other Capital — Subsidiary Stock Option Awards
|
|
Accumulated Other Comprehensive Loss
|
|
Total Monster Holdings Partners' Capital
|
||||||||||||||||||||||||||||||||||
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|
|||||||||||||||||||||||||||||
Balance at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
72,000,000
|
|
|
$
|
360,000
|
|
|
64,000,000
|
|
|
$
|
21,024
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,391
|
)
|
|
$
|
353,633
|
|
|
$
|
—
|
|
|
$
|
353,633
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,638
|
)
|
|
—
|
|
|
(21,855
|
)
|
|
—
|
|
|
(6,306
|
)
|
|
—
|
|
|
—
|
|
|
(153,799
|
)
|
|
(84
|
)
|
|
(153,883
|
)
|
|||||||||
Cash contributions for Class A-1 units
|
|
12,701,148
|
|
|
65,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|
—
|
|
|
65,000
|
|
|||||||||
Class C restricted units granted, net of forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,030,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Unit-based and share-based compensation on equity-classified awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
831
|
|
|
—
|
|
|
6,306
|
|
|
299
|
|
|
—
|
|
|
7,436
|
|
|
—
|
|
|
7,436
|
|
|||||||||
Non-controlling interest in a business combination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,312
|
|
|
2,312
|
|
|||||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,188
|
)
|
|
(5,188
|
)
|
|
—
|
|
|
(5,188
|
)
|
|||||||||
Balance at December 31, 2016
|
|
12,701,148
|
|
|
$
|
65,000
|
|
|
72,000,000
|
|
|
$
|
234,362
|
|
|
64,000,000
|
|
|
$
|
—
|
|
|
20,030,079
|
|
|
$
|
—
|
|
|
$
|
299
|
|
|
$
|
(32,579
|
)
|
|
$
|
267,082
|
|
|
$
|
2,228
|
|
|
$
|
269,310
|
|
|
Year Ended
|
||||||||
|
|
|
|
|
|
|
December 31, 2016
|
||
Operating activities
|
|
||||||||
Net loss
|
$
|
(153,883
|
)
|
||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
||||||||
|
Depreciation and amortization
|
26,568
|
|
||||||
|
Unit-based and share-based compensation
|
7,585
|
|
||||||
|
Change in assets and liabilities, net of acquisition:
|
|
|||||||
|
|
Restricted cash
|
8,218
|
|
|||||
|
|
Accounts receivable
|
2,095
|
|
|||||
|
|
Prepaid expenses and other current assets
|
11,398
|
|
|||||
|
|
Other non-current assets
|
(2,252
|
)
|
|||||
|
|
Accounts payable
|
953
|
|
|||||
|
|
Accrued merchant and supplier payables
|
49,404
|
|
|||||
|
|
Accrued expenses and other current liabilities
|
8,224
|
|
|||||
|
|
Other, net
|
(821
|
)
|
|||||
Net cash used in operating activities
|
(42,511
|
)
|
|||||||
|
|
|
|
|
|
|
|
||
Investing activities
|
|
||||||||
Purchases of property and equipment and capitalized software
|
(15,103
|
)
|
|||||||
Acquisition of business, net of acquired cash
|
(1,893
|
)
|
|||||||
Purchase of cost method investment
|
(1,000
|
)
|
|||||||
Net cash used in investing activities
|
(17,996
|
)
|
|||||||
|
|
|
|
|
|
|
|
||
Financing activities
|
|
||||||||
Proceeds from convertible debt
|
41,032
|
|
|||||||
Contributions from Class A-1 limited partners
|
65,000
|
|
|||||||
Net cash provided by financing activities
|
106,032
|
|
|||||||
Effect of exchange rate changes on cash
|
(3,592
|
)
|
|||||||
Net increase in cash
|
41,933
|
|
|||||||
Cash, beginning of period
|
81,763
|
|
|||||||
Cash, end of period
|
$
|
123,696
|
|
Cash
|
|
$
|
3,585
|
|
Noncontrolling interests
|
|
2,312
|
|
|
Total acquisition consideration
|
|
$
|
5,897
|
|
Cash
|
|
$
|
1,692
|
|
Net working capital deficit
|
|
(45
|
)
|
|
Goodwill
|
|
3,967
|
|
|
Intangible assets:
(1)
|
|
|
||
Customer relationships
|
|
29
|
|
|
Developed technology
|
|
254
|
|
|
Total acquisition consideration
|
|
$
|
5,897
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are 3 years for customer relationships and developed technology.
|
(in thousands)
|
December 31,
|
||
|
2016
|
||
Purchased software
|
$
|
5,094
|
|
Office furniture and equipment
|
8,074
|
|
|
Internally-developed software
|
11,597
|
|
|
Leasehold improvements
|
1,161
|
|
|
Construction in progress
|
743
|
|
|
Total property, equipment and software, gross
|
26,669
|
|
|
Less: Accumulated depreciation and amortization
|
(7,627
|
)
|
|
Total property, equipment and software, net
|
$
|
19,042
|
|
(in thousands)
|
December 31, 2016
|
||||||||||
|
|
|
|
|
|
||||||
|
Gross
|
|
Accumulated
|
|
Net
|
||||||
|
Carrying Value
|
|
Amortization
|
|
Carrying Value
|
||||||
Customer relationships
|
$
|
53,409
|
|
|
$
|
(12,184
|
)
|
|
$
|
41,225
|
|
Merchant relationships
|
21,601
|
|
|
(11,501
|
)
|
|
10,100
|
|
|||
Developed technology
|
1,145
|
|
|
(753
|
)
|
|
392
|
|
|||
Trade name
|
44,013
|
|
|
(5,838
|
)
|
|
38,175
|
|
|||
Total intangible assets
|
$
|
120,168
|
|
|
$
|
(30,276
|
)
|
|
$
|
89,892
|
|
(in thousands)
|
December 31,
|
||
|
2016
|
||
Finished goods inventories
|
$
|
13,709
|
|
Prepaid expenses
|
5,474
|
|
|
Restricted cash
|
8,051
|
|
|
Total prepaid expenses and other current assets
|
$
|
27,234
|
|
(in thousands)
|
December 31,
|
||
|
2016
|
||
Refunds
|
$
|
684
|
|
Customer credits
|
4,935
|
|
|
Accrued compensation and benefits
|
11,287
|
|
|
Deferred revenue
|
2,671
|
|
|
Value-added tax payable
|
1,793
|
|
|
Other
|
7,562
|
|
|
Total accrued expenses and other current liabilities
|
$
|
28,932
|
|
|
Restricted Units
|
|
Weighted- Average Grant Date Fair Value (per share)
|
||||
Unvested at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
20,841,290
|
|
|
$
|
1.17
|
|
Vested
|
|
(3,994,319
|
)
|
|
$
|
1.17
|
|
Forfeited
|
|
(811,211
|
)
|
|
$
|
1.17
|
|
Unvested at December 31, 2016
|
|
16,035,760
|
|
|
$
|
1.17
|
|
|
|
2016
|
|
Dividend yield
|
|
—
|
%
|
Risk-free interest rate
|
|
1.01
|
%
|
Expected term (in years)
|
|
4
|
|
Expected volatility
|
|
60
|
%
|
|
|
Options
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands) (1) |
||||||
Outstanding at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Granted
|
|
12,547
|
|
|
$
|
1,973
|
|
|
3.11
|
|
|
$
|
—
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
12,547
|
|
|
$
|
1,973
|
|
|
3.11
|
|
|
$
|
—
|
|
(1)
|
The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Ticket Monster 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, 2016.
|
(in thousands)
|
|
|
Year Ended
December 31, 2016
|
|||
|
|
|
|
|||
Earnings before income taxes - U.S.
|
$
|
—
|
|
|||
Loss before income taxes - Korea
|
(153,883
|
)
|
||||
Total loss before income taxes
|
$
|
(153,883
|
)
|
(in thousands)
|
|
|
Year Ended
December 31, 2016
|
|||
|
|
|
|
|||
Current income tax provision (benefit)
|
|
$
|
—
|
|
||
Deferred income tax provision (benefit)
|
|
—
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
—
|
|
(in thousands)
|
|
|
|
Year Ended
December 30, 2016
|
|||
|
|
|
|
|
|||
Income tax benefit at statutory rate
|
$
|
(16,927
|
)
|
||||
Change in valuation allowance
|
15,593
|
|
|||||
Unit-based and share-based compensation
|
799
|
|
|||||
Other
|
535
|
|
|||||
Total provision (benefit) for income taxes
|
$
|
—
|
|
(in thousands)
|
|
|
December 31,
|
|||
|
|
|
|
2016
|
||
Deferred tax assets:
|
|
|||||
|
Accrued expenses and other liabilities
|
$
|
4,047
|
|
||
|
Net operating loss and tax credit carryforwards
|
40,490
|
|
|||
|
Property, equipment and software, net
|
163
|
|
|||
|
Total deferred tax assets
|
44,700
|
|
|||
|
Less valuation allowances
|
(34,738
|
)
|
|||
Deferred tax assets, net of valuation allowance
|
9,962
|
|
||||
Deferred tax liabilities:
|
|
|||||
|
Intangible assets, net
|
9,885
|
|
|||
|
Other
|
77
|
|
|||
Deferred tax liabilities
|
9,962
|
|
||||
Net deferred tax asset (liability)
|
$
|
—
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
December 31, 2015
|
||
Assets
|
|
|
||||||||
Current assets:
|
|
|
||||||||
|
Cash and cash equivalents
|
|
$
|
81,763
|
|
|||||
|
Accounts receivable, net
|
|
21,821
|
|
||||||
|
Prepaid expenses and other current assets
|
|
48,768
|
|
||||||
|
|
|
|
Total current assets
|
|
152,352
|
|
|||
Property, equipment and software, net
|
|
11,453
|
|
|||||||
Goodwill
|
|
355,101
|
|
|||||||
Intangible assets, net
|
|
111,399
|
|
|||||||
Other non-current assets
|
|
5,943
|
|
|||||||
|
|
|
|
Total Assets
|
|
$
|
636,248
|
|
||
Liabilities and Partners' Capital
|
|
|
||||||||
Current liabilities:
|
|
|
||||||||
|
Accounts payable
|
|
$
|
37,089
|
|
|||||
|
Accrued merchant and supplier payables
|
|
218,947
|
|
||||||
|
Accrued expenses and other current liabilities
|
|
21,454
|
|
||||||
|
|
|
|
Total current liabilities
|
|
277,490
|
|
|||
Other non-current liabilities
|
|
5,125
|
|
|||||||
|
|
|
|
Total Liabilities
|
|
282,615
|
|
|||
|
|
|
|
|
|
|
|
|
||
Commitments and contingencies (see Note 8)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||
Partners' Capital
|
|
|
||||||||
Class A units (72,000,000 units authorized and 72,000,000 units issued and outstanding at December 31, 2015)
|
|
360,000
|
|
|||||||
Class B units (64,000,000 units authorized and 64,000,000 units issued and outstanding at December 31, 2015)
|
|
21,024
|
|
|||||||
Class C units (20,321,839 units authorized and no units issued and outstanding at December 31, 2015)
|
|
—
|
|
|||||||
Accumulated other comprehensive loss
|
|
(27,391
|
)
|
|||||||
|
|
|
|
|
Total Partners' Capital
|
|
353,633
|
|
||
|
|
|
|
|
Total Liabilities and Partners' Capital
|
|
$
|
636,248
|
|
|
|
Period from May 27, 2015 through
|
||||||||
|
|
December 31, 2015
|
||||||||
Revenue:
|
|
|
||||||||
Third party and other
|
|
$
|
20,810
|
|
||||||
Direct
|
|
63,087
|
|
|||||||
Total revenue
|
|
83,897
|
|
|||||||
Cost of revenue:
|
|
|
||||||||
Third party and other
|
|
21,357
|
|
|||||||
Direct
|
|
81,526
|
|
|||||||
Total cost of revenue
|
|
102,883
|
|
|||||||
Gross profit (loss)
|
|
(18,986
|
)
|
|||||||
Operating expenses:
|
|
|
||||||||
Marketing
|
|
32,537
|
|
|||||||
Selling, general and administrative
|
|
59,855
|
|
|||||||
Total operating expenses
|
|
92,392
|
|
|||||||
Loss from operations
|
|
(111,378
|
)
|
|||||||
Other income, net
|
|
3,459
|
|
|||||||
Net loss before provision (benefit) for income taxes
|
|
(107,919
|
)
|
|||||||
Provision (benefit) for income taxes
|
|
—
|
|
|||||||
Net loss
|
|
$
|
(107,919
|
)
|
|
|
|
|
|
|
Period from May 27, 2015 through
|
|||
|
|
|
|
|
|
|
December 31, 2015
|
||
Net loss
|
$
|
(107,919
|
)
|
||||||
Other comprehensive loss:
|
|
||||||||
Foreign currency translation adjustments
|
(27,391
|
)
|
|||||||
Comprehensive loss
|
$
|
(135,310
|
)
|
|
|
Partners' capital
|
|
Accumulated other comprehensive loss
|
|
Total
|
|||||||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Class C
|
|
||||||||||||||||||||||
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
||||||||||||||||
Balance at May 27, 2015
|
|
70,000,000
|
|
|
$
|
350,000
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
Cash contributions for Class A units
|
|
2,000,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|||||
Class B units issued in connection with acquisition
|
|
—
|
|
|
—
|
|
|
64,000,000
|
|
|
128,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,607
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,919
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,919
|
)
|
|||||
Expenses funded by Class B unit holder
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,391
|
)
|
|
(27,391
|
)
|
|||||
Balance at December 31, 2015
|
|
72,000,000
|
|
|
$
|
360,000
|
|
|
64,000,000
|
|
|
$
|
21,024
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,391
|
)
|
|
$
|
353,633
|
|
|
Period from May 27, 2015 through
|
||||||||
|
|
|
|
|
|
|
December 31, 2015
|
||
Operating activities
|
|
||||||||
Net loss
|
$
|
(107,919
|
)
|
||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
||||||||
|
Depreciation and amortization
|
14,378
|
|
||||||
|
Expenses funded by Class B unit holder
|
336
|
|
||||||
|
Change in assets and liabilities, net of acquisitions:
|
|
|||||||
|
|
Restricted cash
|
(15,495
|
)
|
|||||
|
|
Accounts receivable
|
(5,504
|
)
|
|||||
|
|
Prepaid expenses and other current assets
|
(16,920
|
)
|
|||||
|
|
Other non-current assets
|
(2,513
|
)
|
|||||
|
|
Accounts payable
|
27,022
|
|
|||||
|
|
Accrued merchant and supplier payables
|
80,488
|
|
|||||
|
|
Accrued expenses and other current liabilities
|
4,296
|
|
|||||
|
|
Other, net
|
(106
|
)
|
|||||
Net cash used in operating activities
|
(21,937
|
)
|
|||||||
|
|
|
|
|
|
|
|
||
Investing activities
|
|
||||||||
Purchases of property and equipment and capitalized software
|
(6,796
|
)
|
|||||||
Acquisition of business, net of acquired cash
|
(247,484
|
)
|
|||||||
Net cash used in investing activities
|
(254,280
|
)
|
|||||||
|
|
|
|
|
|
|
|
||
Financing activities
|
|
||||||||
Contributions from Class A limited partners
|
10,000
|
|
|||||||
Net cash provided by financing activities
|
10,000
|
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
(2,020
|
)
|
|||||||
Net decrease in cash and cash equivalents
|
(268,237
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
350,000
|
|
|||||||
Cash and cash equivalents, end of period
|
$
|
81,763
|
|
Non-cash financing activities
|
|
||||||||
Issuance of Class B units in connection with acquisition of business
|
$
|
128,607
|
|
Cash
|
|
$
|
285,000
|
|
Issuance of 64,000,000 Class B units
|
|
128,607
|
|
|
Total
|
|
$
|
413,607
|
|
Cash and cash equivalents
|
$
|
37,516
|
|
Accounts receivable
|
6,813
|
|
|
Prepaid expenses and other current assets
|
18,866
|
|
|
Property, equipment and software
|
7,884
|
|
|
Goodwill
|
377,001
|
|
|
Intangible assets:
(1)
|
|
||
Customer relationships
|
58,278
|
|
|
Merchant relationships
|
23,582
|
|
|
Developed technology
|
994
|
|
|
Trade name
|
47,887
|
|
|
Other non-current assets
|
3,193
|
|
|
Total assets acquired
|
$
|
582,014
|
|
Accounts payable
|
$
|
9,239
|
|
Accrued merchant and supplier payables
|
137,167
|
|
|
Accrued expenses and other current liabilities
|
14,942
|
|
|
Other non-current liabilities
|
7,059
|
|
|
Total liabilities assumed
|
$
|
168,407
|
|
Total acquisition price
|
$
|
413,607
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are 7 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 12 years for trade name.
|
(in thousands)
|
December 31,
|
||
|
2015
|
||
Purchased software
|
$
|
2,584
|
|
Office furniture and equipment
|
5,258
|
|
|
Internally-developed software
|
4,364
|
|
|
Leasehold improvements
|
950
|
|
|
Construction in progress
|
489
|
|
|
Total property, equipment and software, gross
|
13,645
|
|
|
Less: Accumulated depreciation and amortization
|
(2,192
|
)
|
|
Total property, equipment and software, net
|
$
|
11,453
|
|
(in thousands)
|
December 31, 2015
|
||||||||||
|
|
|
|
|
|
||||||
|
Gross
|
|
Accumulated
|
|
Net
|
||||||
|
Carrying Value
|
|
Amortization
|
|
Carrying Value
|
||||||
Customer relationships
|
$
|
54,782
|
|
|
$
|
(4,674
|
)
|
|
$
|
50,108
|
|
Merchant relationships
|
22,168
|
|
|
(4,413
|
)
|
|
17,755
|
|
|||
Developed technology
|
934
|
|
|
(279
|
)
|
|
655
|
|
|||
Trade name
|
45,121
|
|
|
(2,240
|
)
|
|
42,881
|
|
|||
Total intangible assets
|
$
|
123,005
|
|
|
$
|
(11,606
|
)
|
|
$
|
111,399
|
|
(in thousands)
|
December 31,
|
||
|
2015
|
||
Finished goods inventories
|
$
|
19,113
|
|
Prepaid expenses
|
13,288
|
|
|
Restricted cash
|
16,367
|
|
|
Total prepaid expenses and other current assets
|
$
|
48,768
|
|
(in thousands)
|
December 31,
|
||
|
2015
|
||
Customer credits
|
$
|
2,668
|
|
Refunds
|
597
|
|
|
Accrued compensation and benefits
|
7,021
|
|
|
Deferred revenue
|
3,545
|
|
|
Other
|
7,623
|
|
|
Total accrued expenses and other current liabilities
|
$
|
21,454
|
|
(in thousands)
|
|
|
Period from May 27, 2015 through
|
|||
|
|
|
|
December 31, 2015
|
||
Earnings before income taxes - U.S.
|
$
|
196
|
|
|||
Loss before income taxes - Korea
|
(108,115
|
)
|
||||
Total loss before income taxes
|
$
|
(107,919
|
)
|
(in thousands)
|
|
|
Period from May 27, 2015 through
|
|||
|
|
|
|
December 31, 2015
|
||
Current income tax provision (benefit)
|
|
$
|
—
|
|
||
Deferred income tax provision (benefit)
|
|
—
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
—
|
|
(in thousands)
|
|
|
December 31,
|
|||
|
|
|
|
2015
|
||
Deferred tax assets:
|
|
|||||
|
Accrued expenses and other liabilities
|
$
|
2,323
|
|
||
|
Net operating loss and tax credit carryforwards
|
30,183
|
|
|||
|
Property, equipment and software, net
|
120
|
|
|||
|
Other
|
26
|
|
|||
|
Total deferred tax assets
|
32,652
|
|
|||
|
Less valuation allowances
|
(20,319
|
)
|
|||
Deferred tax assets, net of valuation allowance
|
12,333
|
|
||||
Deferred tax liabilities:
|
|
|||||
|
Intangible assets, net
|
12,256
|
|
|||
|
Other
|
77
|
|
|||
Deferred tax liabilities
|
12,333
|
|
||||
Net deferred tax asset (liability)
|
$
|
—
|
|
(1)
|
An additional 367,195 target PSUs for 2018 were previously approved and disclosed.
|
(2)
|
An additional 85,702 target PSUs for 2018 were previously approved and disclosed.
|
(3)
|
An additional 30,992 target PSUs for 2018 were previously approved and disclosed.
|
(4)
|
An additional 43,304 target PSUs for 2018 were previously approved and disclosed.
|
|
|
|
Balance at
Beginning of
Year
|
|
Charged to
Expense
(1)
|
|
Acquisitions
and Other
|
|
Balance at End
of Year
|
||||
|
(in thousands)
|
||||||||||
TAX VALUATION ALLOWANCE:
|
|
|
|
|
|
|
|
||||
Year ended December 31, 2017
|
220,611
|
|
|
10,476
|
|
|
7,615
|
|
|
238,702
|
|
Year ended December 31, 2016
|
205,152
|
|
|
13,797
|
|
|
1,662
|
|
|
220,611
|
|
Year ended December 31, 2015
|
174,761
|
|
|
43,782
|
|
|
(13,391
|
)
|
|
205,152
|
|
(1)
|
The amount charged to expense related to the income tax valuation allowance for the year ended December 31, 2017 reflects a
$46.5 million
expense from discontinued operations, partially offset by a
$36.1 million
benefit from continuing operations. The $46.5 million discontinued operations expense reflects the valuation allowance recognized against loss carryforwards relating to tax losses on the stock of subsidiaries that were divested in 2017.
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
|
|
3.1
|
|
|
|
3.2*
|
|
|
|
3.3
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
10.1*
|
|
|
|
10.2*
|
|
|
|
10.3*
|
|
|
|
10.4*
|
|
|
|
10.5*
|
|
|
|
10.6*
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
|
23.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
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
|
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/ Michael Randolfi
|
|
Chief Financial Officer (Principal Financial Officer)
|
Michael Randolfi
|
|
|
/s/ Brian C. Stevens
|
|
Chief Accounting Officer and Treasurer (Principal Accounting Officer)
|
Brian C. Stevens
|
|
|
/s/ Eric Lefkofsky
|
|
Director
|
Eric Lefkofsky
|
|
|
/s/ Michael Angelakis
|
|
Director
|
Michael Angelakis
|
|
|
/s/ Peter J. Barris
|
|
Director
|
Peter J. Barris
|
|
|
/s/ Robert J. Bass
|
|
Director
|
Robert J. Bass
|
|
|
/s/ Theodore J. Leonsis
|
|
Director
|
Theodore J. Leonsis
|
|
|
/s/ Joseph Levin
|
|
Director
|
Joseph Levin
|
|
|
/s/ Deborah Wahl
|
|
Director
|
Deborah Wahl
|
|
|
/s/ Ann E. Ziegler
|
|
Director
|
Ann E. Ziegler
|
|
ERIC LEFKOFSKY, in his individual capacity
|
/s/ Eric Lefkofsky
|
Eric Lefkofsky
|
GREEN MEDIA, LLC
|
|
By:
|
/s/ Eric Lefkofsky
|
|
Name: Eric Lefkofsky
|
|
Title: Manager
|
BRADLEY KEYWELL, in his individual capacity
|
/s/ Bradley Keywell
|
Bradley Keywell
|
RUGGER VENTURES LLC
|
|
By:
|
/s/ Bradley Keywell
|
|
Name: Bradley Keywell
|
|
Title: Manager
|
A-G HOLDINGS, L.P.
|
|
By:
|
A-G HOLDINGS GP, LLC, its general partner
|
By:
|
ATAIROS GROUP, INC., its sole member and manager
|
By:
|
/s/ David L. Caplan
|
|
Name: David L. Caplan
|
|
Title: Authorized Signatory
|
GROUPON, INC.
|
|
By:
|
/s/ Erin Stone
|
|
Name: Erin Stone
|
|
Title: Vice President and Deputy General Counsel, Corporate & Securities
|
Subsidiary
|
Jurisdiction
|
Groupon Canada Inc.
|
Canada
|
Groupon Activities, LLC
|
Delaware (U.S.A.)
|
Groupon Distribution Services, LLC
|
Delaware (U.S.A.)
|
Groupon Merchant Services, LLC
|
Virginia (U.S.A.)
|
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, 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.)
|
LivingSocial, LLC
|
Delaware (U.S.A.)
|
LocalUp LLC
|
Delaware (U.S.A.)
|
OrderUp, Inc.
|
Delaware (U.S.A.)
|
Obtiva, Inc.
|
Illinois (U.S.A.)
|
GROUPON S.P.R.L.
|
Belgium
|
Groupon France SAS
|
France
|
Groupon Goods France
|
France
|
Groupon Europe GmbH
|
Germany
|
Groupon Goods Germany GmbH
|
Germany
|
Groupon International Ltd.
|
Ireland
|
Groupon-CityDeal (Ireland) Ltd.
|
Ireland
|
Groupon Goods Italy S.r.l.
|
Italy
|
Groupon S.r.l.
|
Italy
|
GI Luxembourg S.a.r.l
|
Luxembourg
|
Groupon SARL
|
Morocco
|
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 Spain, SLU
|
Spain
|
Groupon Goods Global GmbH
|
Switzerland
|
Groupon International GmbH
|
Switzerland
|
Groupon International Travel GmbH
|
Switzerland
|
Groupon FZ-LLC
|
United Arab Emirates
|
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
|
Groupon Shared Services Private Limited
|
India
|
Groupon Japan, Inc.
|
Japan
|
Groupon Service, Inc.
|
Japan
|
Groupon New Zealand Limited
|
New Zealand
|
(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.
|