ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2018
|
|
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 Accounting Fees and Services
|
|
Part IV
|
|
Item 15. Exhibits, Financial Statement Schedules
|
|
Item 16. Form 10-K Summary (optional)
|
•
|
Gross billings
decrease
d to
$5.2 billion
in
2018
, as compared with
$5.6 billion
in
2017
. In
2018
,
65.8%
and
34.2%
of our gross billings were generated in North America and International, respectively, as compared with
69.6%
and
30.4%
in
2017
. Gross billings represent the total dollar value of customer purchases of goods and services. The substantial majority of our service revenue transactions is comprised of sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services. For these transactions, gross billings differs from revenue reported in our consolidated statements of operations, which is presented net of the merchant's share of the transaction price. For product revenue transactions, gross billings are equivalent to product revenue reported in our consolidated statements of operations.
|
•
|
Revenue
decrease
d
to
$2.6 billion
in
2018
, as compared with
$2.8 billion
in
2017
. In
2018
,
62.2%
and
37.8%
of our revenue was generated in North America and International, respectively, as compared with
67.3%
and
32.7%
in
2017
.
|
•
|
Gross profit of
$1.3 billion
in
2018
was consistent with prior year. In
2018
,
67.4%
and
32.6%
of our gross profit was generated in North America and International, respectively, as compared with
69.5%
and
30.5%
in
2017
.
|
•
|
Income
from operations was
$54.0 million
in
2018
, as compared with
$29.4 million
in
2017
.
|
•
|
The number of active customers, which is defined as unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission,
decreased
to
48.2 million
as of
December 31, 2018
from
49.5 million
as of
December 31, 2017
.
|
North America
|
934
|
|
International
|
1,334
|
|
Total
|
2,268
|
|
•
|
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
|
|
44
|
|
Chief Executive Officer and Director
|
|||||||||||
Michael Randolfi
|
|
46
|
|
Chief Financial Officer
|
|||||||||||
Steve Krenzer
|
|
60
|
|
Chief Operating Officer
|
|||||||||||
Dane Drobny
|
|
51
|
|
General Counsel and Corporate Secretary
|
|||||||||||
Melissa Thomas
|
|
39
|
|
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;
|
•
|
our ability to leverage other platforms to display our offerings;
|
•
|
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;
|
•
|
offset declines in email, search engine optimization ("SEO") and other free traffic and further diversify our traffic channels;
|
•
|
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);
|
•
|
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 became effective in May 2018), cybersecurity, business licenses and certifications, taxation (including the European Union's voucher directive, digital service tax 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 and employer relationships and the existence and actions of workers' councils and labor unions;
|
•
|
difficulty in staffing, developing and managing foreign operations, including through centralized shared service centers, as a result of distance, language barriers and cultural differences;
|
•
|
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 and customer lifetime value;
|
•
|
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
|
|
555,000
|
|
January 2026
|
Corporate offices
|
|
International
|
|
371,000
|
|
June 2025
|
|
|
|
|
|
|
|
Fulfillment and data centers
|
|
North America
|
|
360,000
|
|
August 2023
|
Fulfillment and data centers
|
|
International
|
|
9,000
|
|
March 2024
|
Date
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program
|
||||||
October 1-31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
300,000,000
|
|
November 1-30, 2018
|
|
638,685
|
|
|
3.09
|
|
|
638,685
|
|
|
298,035,664
|
|
||
December 1-31, 2018
|
|
2,614,201
|
|
|
3.09
|
|
|
2,614,201
|
|
|
290,000,000
|
|
||
Total
|
|
3,252,886
|
|
|
$
|
3.09
|
|
|
3,252,886
|
|
|
$
|
290,000,000
|
|
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, 2018
|
|
333,406
|
|
|
$
|
3.47
|
|
|
—
|
|
|
—
|
|
November 1-30, 2018
|
|
177,235
|
|
|
3.19
|
|
|
—
|
|
|
—
|
|
|
December 1-31, 2018
|
|
610,565
|
|
|
3.20
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,121,206
|
|
|
$
|
3.28
|
|
|
—
|
|
|
—
|
|
(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,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Statements of Operations Data
(1)
:
|
(in thousands, except share and per share amounts)
|
||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service
|
$
|
1,205,487
|
|
|
$
|
1,266,452
|
|
|
$
|
1,206,441
|
|
|
$
|
1,250,149
|
|
|
$
|
1,353,948
|
|
Product
|
1,431,259
|
|
|
1,577,425
|
|
|
1,807,174
|
|
|
1,704,667
|
|
|
1,504,698
|
|
|||||
Total revenue
|
2,636,746
|
|
|
2,843,877
|
|
|
3,013,615
|
|
|
2,954,816
|
|
|
2,858,646
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service
|
120,077
|
|
|
160,810
|
|
|
150,031
|
|
|
158,095
|
|
|
173,204
|
|
|||||
Product
|
1,196,068
|
|
|
1,349,206
|
|
|
1,582,931
|
|
|
1,508,911
|
|
|
1,339,881
|
|
|||||
Total cost of revenue
|
1,316,145
|
|
|
1,510,016
|
|
|
1,732,962
|
|
|
1,667,006
|
|
|
1,513,085
|
|
|||||
Gross profit
|
1,320,601
|
|
|
1,333,861
|
|
|
1,280,653
|
|
|
1,287,810
|
|
|
1,345,561
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
395,737
|
|
|
400,918
|
|
|
352,175
|
|
|
241,342
|
|
|
227,855
|
|
|||||
Selling, general and administrative
(2)
|
870,961
|
|
|
901,829
|
|
|
999,677
|
|
|
1,102,385
|
|
|
1,081,468
|
|
|||||
Restructuring charges
|
(136
|
)
|
|
18,828
|
|
|
40,438
|
|
|
28,464
|
|
|
—
|
|
|||||
Gain on sale of intangible assets
|
—
|
|
|
(17,149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on business dispositions
|
—
|
|
|
—
|
|
|
(11,399
|
)
|
|
(13,710
|
)
|
|
—
|
|
|||||
Total operating expenses
|
1,266,562
|
|
|
1,304,426
|
|
|
1,380,891
|
|
|
1,358,481
|
|
|
1,309,323
|
|
|||||
Income (loss) from operations
|
54,039
|
|
|
29,435
|
|
|
(100,238
|
)
|
|
(70,671
|
)
|
|
36,238
|
|
|||||
Other income (expense), net
|
(53,008
|
)
|
|
6,710
|
|
|
(71,289
|
)
|
|
(25,586
|
)
|
|
(31,655
|
)
|
|||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
1,031
|
|
|
36,145
|
|
|
(171,527
|
)
|
|
(96,257
|
)
|
|
4,583
|
|
|||||
Provision (benefit) for income taxes
|
(957
|
)
|
|
7,544
|
|
|
(5,318
|
)
|
|
(23,010
|
)
|
|
15,308
|
|
|||||
Income (loss) from continuing operations
|
1,988
|
|
|
28,601
|
|
|
(166,209
|
)
|
|
(73,247
|
)
|
|
(10,725
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(1,974
|
)
|
|
(17,114
|
)
|
|
106,926
|
|
|
(53,194
|
)
|
|||||
Net income (loss)
|
1,988
|
|
|
26,627
|
|
|
(183,323
|
)
|
|
33,679
|
|
|
(63,919
|
)
|
|||||
Net income attributable to noncontrolling interests
|
(13,067
|
)
|
|
(12,587
|
)
|
|
(11,264
|
)
|
|
(13,011
|
)
|
|
(9,171
|
)
|
|||||
Net income (loss) attributable to Groupon, Inc.
|
$
|
(11,079
|
)
|
|
$
|
14,040
|
|
|
$
|
(194,587
|
)
|
|
$
|
20,668
|
|
|
$
|
(73,090
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per share
(3)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
0.00
|
|
|
(0.00)
|
|
|
(0.03
|
)
|
|
0.16
|
|
|
(0.08
|
)
|
|||||
Basic net income (loss) per share
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income (loss) per share
(3)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
0.00
|
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|
0.16
|
|
|
(0.08
|
)
|
|||||
Diluted net income (loss) per share
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of shares outstanding
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
566,511,108
|
|
|
559,367,075
|
|
|
576,354,258
|
|
|
650,106,225
|
|
|
674,832,393
|
|
|||||
Diluted
|
566,511,108
|
|
|
568,418,371
|
|
|
576,354,258
|
|
|
650,106,225
|
|
|
674,832,393
|
|
(1)
|
The consolidated statements of operations data for prior years has been retrospectively adjusted to reflect discontinued operations. Refer to Item 8, Note
3
,
Discontinued Operations and Other Business Dispositions
, for additional information.
|
(2)
|
Includes
$0.7 million
,
$5.7 million
,
$1.9 million
and
$1.3 million
of acquisition-related expenses for the years ended December 31, 2018, December 31, 2016, December 31, 2015 and December 31, 2014. Refer to Item 8, Note
4
,
Business Combinations
, for additional information.
|
(3)
|
The structure of our common stock changed during the year ended December 31, 2016. Refer to Item 8, Note
11
,
Stockholders' Equity
, and Note
18
,
Income (Loss) Per Share
, for additional information.
|
|
As of December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Balance Sheet Data:
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
841,021
|
|
|
$
|
880,129
|
|
|
$
|
862,977
|
|
|
$
|
824,307
|
|
|
$
|
982,862
|
|
Working capital (deficit)
|
41,455
|
|
|
(61,051
|
)
|
|
(121,115
|
)
|
|
(128,283
|
)
|
|
91,460
|
|
|||||
Total assets
|
1,642,142
|
|
|
1,677,505
|
|
|
1,761,377
|
|
|
1,796,264
|
|
|
2,227,597
|
|
|||||
Total long-term liabilities
|
302,357
|
|
|
292,161
|
|
|
283,264
|
|
|
122,152
|
|
|
169,055
|
|
|||||
Total Groupon, Inc. Stockholders' Equity
|
381,248
|
|
|
250,973
|
|
|
264,420
|
|
|
469,398
|
|
|
762,826
|
|
•
|
Revenue
. Product revenue is earned from direct sales of merchandise inventory through our Goods category and is reported on a gross basis as the purchase price received from the customer. Service revenue is earned from transactions in which we earn commissions by selling goods or services on behalf of third-party merchants, primarily through sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of that transaction price to the third-party merchant who will provide the related goods or services. Service revenue from those transactions is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. Service revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications and from voucherless merchant offerings in which customers earn cash back on their credit card statements when they transact with third-party merchants.
|
•
|
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 product revenue, which is reported on a gross basis, and service revenue, which primarily consists of transactions reported on a net 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,
|
||||||||||
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
||||||
Revenue
|
$
|
2,636,746
|
|
|
$
|
2,843,877
|
|
|
$
|
3,013,615
|
|
Gross profit
|
1,320,601
|
|
|
1,333,861
|
|
|
1,280,653
|
|
|||
Adjusted EBITDA
|
269,807
|
|
|
249,939
|
|
|
179,883
|
|
|||
Free cash flow
|
121,160
|
|
|
71,387
|
|
|
61,958
|
|
(1)
|
Prior period free cash flow information has been updated from
$78.3 million
and
$60.6 million
previously reported for the years ended
December 31, 2017
and 2016 to reflect the adoption of ASU 2016-18,
Statement of Cash Flows (Topic 230) - Restricted Cash,
on January 1, 2018. See Item 8, Note 2,
Summary of Significant Accounting Policies,
for additional information on the adoption of ASU 2016-18.
|
•
|
Gross Billings.
This metric represents the total dollar value of customer purchases of goods and services. The substantial majority of our service revenue transactions is comprised of sales of vouchers and similar
|
•
|
Active customers.
We define active customers as unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission. 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. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites and mobile applications in our active customer metric, and accordingly, the acquisition of Cloud Savings in April 2018 did not impact that metric.
|
•
|
Gross billings and gross profit per active customer.
These metrics represent the TTM gross billings and gross profit generated per active customer. We use these metrics to evaluate trends in customer spend and in the average contribution to gross billings and gross profit on a per-customer basis. We updated the calculation of these metrics in the current year to reflect active customers as of the end of the period, rather than the average of active customers as of the beginning and end of the period, in the denominator of the calculations. Because our active customer metrics are based on purchases over a TTM period, we believe that this change improves the usefulness of these metrics. The prior period metrics presented below have been updated to reflect this change.
|
•
|
Units.
This metric represents the number of 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. We consider unit growth to be an important indicator of the total volume of business conducted through our marketplaces.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Gross Billings
|
$
|
5,202,814
|
|
|
$
|
5,645,898
|
|
|
$
|
5,687,714
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
||||||
TTM Active customers (in thousands)
|
48,159
|
|
|
49,536
|
|
|
47,881
|
|
|||
TTM Gross billings per active customer
|
$
|
108.03
|
|
|
$
|
113.98
|
|
|
$
|
118.79
|
|
TTM Gross profit per active customer
|
$
|
27.42
|
|
|
$
|
26.93
|
|
|
$
|
26.75
|
|
(1)
|
TTM Gross billings per active customer have been updated from
$115.91
and
$124.26
previously reported for the TTM ended December 31, 2017 and 2016, and TTM Gross profit per active customer has been updated from
$27.38
and
$27.98
previously reported for the year ended
December 31, 2017 and 2016
due to the change in the calculation discussed above.
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Units
|
172,305
|
|
|
188,905
|
|
|
195,646
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Gross billings:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
3,771,555
|
|
|
$
|
4,068,473
|
|
|
$
|
(296,918
|
)
|
|
(7.3
|
)%
|
Product
|
1,431,259
|
|
|
1,577,425
|
|
|
(146,166
|
)
|
|
(9.3
|
)
|
|||
Total gross billings
|
$
|
5,202,814
|
|
|
$
|
5,645,898
|
|
|
$
|
(443,084
|
)
|
|
(7.8
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
|
At Avg. 2017 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
Gross billings
|
$
|
5,147,297
|
|
|
$
|
55,517
|
|
|
$
|
5,202,814
|
|
(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,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service gross billings:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
2,161,192
|
|
|
$
|
2,415,243
|
|
|
$
|
(254,051
|
)
|
|
(10.5
|
)%
|
Travel
|
352,247
|
|
|
404,523
|
|
|
(52,276
|
)
|
|
(12.9
|
)
|
|||
Goods
|
113,863
|
|
|
114,638
|
|
|
(775
|
)
|
|
(0.7
|
)
|
|||
Product gross billings - Goods
|
796,393
|
|
|
993,326
|
|
|
(196,933
|
)
|
|
(19.8
|
)
|
|||
Total North America gross billings
|
3,423,695
|
|
|
3,927,730
|
|
|
(504,035
|
)
|
|
(12.8
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service gross billings:
|
|
|
|
|
|
|
|
|||||||
Local
|
865,271
|
|
|
812,785
|
|
|
52,486
|
|
|
6.5
|
|
|||
Travel
|
207,490
|
|
|
208,645
|
|
|
(1,155
|
)
|
|
(0.6
|
)
|
|||
Goods
|
71,492
|
|
|
112,639
|
|
|
(41,147
|
)
|
|
(36.5
|
)
|
|||
Product gross billings - Goods
|
634,866
|
|
|
584,099
|
|
|
50,767
|
|
|
8.7
|
|
|||
Total International gross billings
|
1,779,119
|
|
|
1,718,168
|
|
|
60,951
|
|
|
3.5
|
|
|||
Total gross billings
|
$
|
5,202,814
|
|
|
$
|
5,645,898
|
|
|
$
|
(443,084
|
)
|
|
(7.8
|
)
|
2018
|
|
2017
|
|
North America
|
|
|
International
|
|
•
|
Lower customer traffic, primarily from organic traffic sources;
|
•
|
Our shift of customer impressions from traditional voucher offerings with food and drink merchants towards voucherless cash-back offerings as we seek to enhance convenience for our customers. While we believe that voucherless cash-back offerings have the potential to ultimately drive long-term gross profit growth, the shift away from traditional food and drink vouchers is adversely impacting our gross billings in the near term;
|
•
|
Our ongoing focus on optimizing for long-term gross profit generation rather than gross billings growth has resulted in merchandising and product mix decisions that have adversely impacted transaction volume and gross billings from our Goods category;
|
•
|
We ceased most of our food delivery operations in the third quarter 2017, which resulted in a
$45.9 million
decrease
in Local gross billings as compared with the prior year period; and
|
•
|
A $
25.5 million
unfavorable impact on gross billings for the year ended
December 31, 2018
as a result of adopting Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("Topic 606") as compared with previous accounting guidance. See Item 8, Note 2,
Summary of Significant Accounting Policies
, and Note 13,
Revenue Recognition
, for additional information on the impact of adopting Topic 606 and its related amendments on our accounting policies.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Gross billings:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
4,068,473
|
|
|
$
|
3,880,540
|
|
|
$
|
187,933
|
|
|
4.8
|
%
|
Product
|
1,577,425
|
|
|
1,807,174
|
|
|
(229,749
|
)
|
|
(12.7
|
)
|
|||
Total gross billings
|
$
|
5,645,898
|
|
|
$
|
5,687,714
|
|
|
$
|
(41,816
|
)
|
|
(0.7
|
)
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
At Avg. 2016 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
Gross billings
|
|
$
|
5,619,119
|
|
|
$
|
26,779
|
|
|
$
|
5,645,898
|
|
(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
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service gross billings:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
2,415,243
|
|
|
$
|
2,203,514
|
|
|
$
|
211,729
|
|
|
9.6
|
%
|
Travel
|
404,523
|
|
|
392,401
|
|
|
12,122
|
|
|
3.1
|
|
|||
Goods
|
114,638
|
|
|
42,696
|
|
|
71,942
|
|
|
168.5
|
|
|||
Product gross billings - Goods
|
993,326
|
|
|
1,297,810
|
|
|
(304,484
|
)
|
|
(23.5
|
)
|
|||
Total North America gross billings
|
3,927,730
|
|
|
3,936,421
|
|
|
(8,691
|
)
|
|
(0.2
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service gross billings:
|
|
|
|
|
|
|
|
|||||||
Local
|
812,785
|
|
|
802,403
|
|
|
10,382
|
|
|
1.3
|
|
|||
Travel
|
208,645
|
|
|
239,195
|
|
|
(30,550
|
)
|
|
(12.8
|
)
|
|||
Goods
|
112,639
|
|
|
200,331
|
|
|
(87,692
|
)
|
|
(43.8
|
)
|
|||
Product gross billings - Goods
|
584,099
|
|
|
509,364
|
|
|
74,735
|
|
|
14.7
|
|
|||
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 the focus on our websites and mobile applications toward offerings with higher gross profit in connection with our efforts to drive gross profit growth, which contributed to a decrease in Goods gross billings and an increase in Local gross billings; and
|
•
|
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 with the gross billings generated during the two-month period following its acquisition in the prior year.
|
•
|
We shifted the focus on our websites and mobile applications toward higher gross profit offerings in connection with our efforts to drive gross profit growth, which contributed to a decrease in Goods and Travel gross billings and an increase in Local gross billings; and
|
•
|
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.
|
|
Year Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
1,205,487
|
|
|
$
|
1,266,452
|
|
|
$
|
(60,965
|
)
|
|
(4.8
|
)%
|
Product
|
1,431,259
|
|
|
1,577,425
|
|
|
(146,166
|
)
|
|
(9.3
|
)
|
|||
Total revenue
|
$
|
2,636,746
|
|
|
$
|
2,843,877
|
|
|
$
|
(207,131
|
)
|
|
(7.3
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
|
At Avg. 2017 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
Revenue
|
$
|
2,603,611
|
|
|
$
|
33,135
|
|
|
$
|
2,636,746
|
|
(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,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
752,863
|
|
|
$
|
825,579
|
|
|
$
|
(72,716
|
)
|
|
(8.8
|
)%
|
Travel
|
71,856
|
|
|
78,495
|
|
|
(6,639
|
)
|
|
(8.5
|
)
|
|||
Goods
|
18,283
|
|
|
16,768
|
|
|
1,515
|
|
|
9.0
|
|
|||
Product revenue - Goods
|
796,393
|
|
|
993,326
|
|
|
(196,933
|
)
|
|
(19.8
|
)
|
|||
Total North America revenue
|
1,639,395
|
|
|
1,914,168
|
|
|
(274,773
|
)
|
|
(14.4
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
306,700
|
|
|
281,466
|
|
|
25,234
|
|
|
9.0
|
|
|||
Travel
|
41,183
|
|
|
43,786
|
|
|
(2,603
|
)
|
|
(5.9
|
)
|
|||
Goods
|
14,602
|
|
|
20,358
|
|
|
(5,756
|
)
|
|
(28.3
|
)
|
|||
Product revenue - Goods
|
634,866
|
|
|
584,099
|
|
|
50,767
|
|
|
8.7
|
|
|||
Total International revenue
|
997,351
|
|
|
929,709
|
|
|
67,642
|
|
|
7.3
|
|
|||
Total revenue
|
$
|
2,636,746
|
|
|
$
|
2,843,877
|
|
|
$
|
(207,131
|
)
|
|
(7.3
|
)
|
2018
|
|
2017
|
|
North America
|
|
|
International
|
|
North America
|
|
International
|
•
|
a
$33.1 million
favorable impact from year-over-year changes in foreign exchange rates;
|
•
|
a shift in our Goods category mix from service revenue transactions, which are reported on a net basis, toward product revenue transactions, which are reported on a gross basis;
|
•
|
higher transaction volume driven in part by our customer acquisition; and
|
•
|
the expansion of our digital coupons offerings primarily through our acquisition of Cloud Savings; partially offset by
|
•
|
the impact of pricing and promotional strategies and shift in mix of offerings sold.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
1,266,452
|
|
|
$
|
1,206,441
|
|
|
$
|
60,011
|
|
|
5.0
|
%
|
Product
|
1,577,425
|
|
|
1,807,174
|
|
|
(229,749
|
)
|
|
(12.7
|
)
|
|||
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
|
||||||
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
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
825,579
|
|
|
$
|
762,314
|
|
|
$
|
63,265
|
|
|
8.3
|
%
|
Travel
|
78,495
|
|
|
82,577
|
|
|
(4,082
|
)
|
|
(4.9
|
)
|
|||
Goods
|
16,768
|
|
|
9,068
|
|
|
7,700
|
|
|
84.9
|
|
|||
Product revenue - Goods
|
993,326
|
|
|
1,297,810
|
|
|
(304,484
|
)
|
|
(23.5
|
)
|
|||
Total North America revenue
|
1,914,168
|
|
|
2,151,769
|
|
|
(237,601
|
)
|
|
(11.0
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
281,466
|
|
|
270,045
|
|
|
11,421
|
|
|
4.2
|
|
|||
Travel
|
43,786
|
|
|
49,756
|
|
|
(5,970
|
)
|
|
(12.0
|
)
|
|||
Goods
|
20,358
|
|
|
32,681
|
|
|
(12,323
|
)
|
|
(37.7
|
)
|
|||
Product revenue - Goods
|
584,099
|
|
|
509,364
|
|
|
74,735
|
|
|
14.7
|
|
|||
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
|
•
|
a shift in our Goods category mix from service revenue transactions, which are reported on a net basis, toward product revenue transactions, which are reported on a gross basis;
|
•
|
a
$19.0 million
favorable impact from year-over-year changes in foreign exchange rates;
|
•
|
an increase in our Local category due to growth in revenue from our digital coupons offerings; and
|
•
|
changes in Local and Travel gross billings, as discussed above.
|
|
Year Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
120,077
|
|
|
$
|
160,810
|
|
|
$
|
(40,733
|
)
|
|
(25.3
|
)%
|
Product
|
1,196,068
|
|
|
1,349,206
|
|
|
(153,138
|
)
|
|
(11.4
|
)
|
|||
Total cost of revenue
|
$
|
1,316,145
|
|
|
$
|
1,510,016
|
|
|
$
|
(193,871
|
)
|
|
(12.8
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
|
At Avg. 2017 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
Cost of revenue
|
$
|
1,296,296
|
|
|
$
|
19,849
|
|
|
$
|
1,316,145
|
|
(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,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
81,511
|
|
|
$
|
117,006
|
|
|
$
|
(35,495
|
)
|
|
(30.3
|
)%
|
Travel
|
13,911
|
|
|
17,901
|
|
|
(3,990
|
)
|
|
(22.3
|
)
|
|||
Goods
|
2,981
|
|
|
3,839
|
|
|
(858
|
)
|
|
(22.3
|
)
|
|||
Product cost of revenue - Goods
|
650,308
|
|
|
847,744
|
|
|
(197,436
|
)
|
|
(23.3
|
)
|
|||
Total North America cost of revenue
|
748,711
|
|
|
986,490
|
|
|
(237,779
|
)
|
|
(24.1
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
17,273
|
|
|
16,118
|
|
|
1,155
|
|
|
7.2
|
|
|||
Travel
|
3,051
|
|
|
3,498
|
|
|
(447
|
)
|
|
(12.8
|
)
|
|||
Goods
|
1,350
|
|
|
2,448
|
|
|
(1,098
|
)
|
|
(44.9
|
)
|
|||
Product cost of revenue - Goods
|
545,760
|
|
|
501,462
|
|
|
44,298
|
|
|
8.8
|
|
|||
Total International cost of revenue
|
567,434
|
|
|
523,526
|
|
|
43,908
|
|
|
8.4
|
|
|||
Total cost of revenue
|
$
|
1,316,145
|
|
|
$
|
1,510,016
|
|
|
$
|
(193,871
|
)
|
|
(12.8
|
)
|
2018
|
|
2017
|
|
North America
|
|
|
International
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
160,810
|
|
|
$
|
150,031
|
|
|
$
|
10,779
|
|
|
7.2
|
|
Product
|
1,349,206
|
|
|
1,582,931
|
|
|
(233,725
|
)
|
|
(14.8
|
)
|
|||
Total cost of revenue
|
$
|
1,510,016
|
|
|
$
|
1,732,962
|
|
|
$
|
(222,946
|
)
|
|
(12.9
|
)
|
|
Year Ended December 31, 2017
|
||||||||||
|
At Avg. 2016 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||||
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
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
117,006
|
|
|
$
|
101,331
|
|
|
$
|
15,675
|
|
|
15.5
|
%
|
Travel
|
17,901
|
|
|
18,222
|
|
|
(321
|
)
|
|
(1.8
|
)
|
|||
Goods
|
3,839
|
|
|
1,598
|
|
|
2,241
|
|
|
140.2
|
|
|||
Product cost of revenue - Goods
|
847,744
|
|
|
1,145,071
|
|
|
(297,327
|
)
|
|
(26.0
|
)
|
|||
Total North America cost of revenue
|
986,490
|
|
|
1,266,222
|
|
|
(279,732
|
)
|
|
(22.1
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Local
|
16,118
|
|
|
19,610
|
|
|
(3,492
|
)
|
|
(17.8
|
)
|
|||
Travel
|
3,498
|
|
|
4,565
|
|
|
(1,067
|
)
|
|
(23.4
|
)
|
|||
Goods
|
2,448
|
|
|
4,705
|
|
|
(2,257
|
)
|
|
(48.0
|
)
|
|||
Product cost of revenue - Goods
|
501,462
|
|
|
437,860
|
|
|
63,602
|
|
|
14.5
|
|
|||
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,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Service
|
$
|
1,085,410
|
|
|
$
|
1,105,642
|
|
|
$
|
(20,232
|
)
|
|
(1.8
|
)%
|
Product
|
235,191
|
|
|
228,219
|
|
|
6,972
|
|
|
3.1
|
|
|||
Total gross profit
|
$
|
1,320,601
|
|
|
$
|
1,333,861
|
|
|
$
|
(13,260
|
)
|
|
(1.0
|
)
|
|
Year Ended December 31, 2018
|
||||||||
|
At Avg. 2017 Rates
(1)
|
|
Exchange Rate Effect
(2)
|
|
As Reported
|
||||
Gross profit
|
1,307,315
|
|
|
13,286
|
|
|
$
|
1,320,601
|
|
(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,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service gross profit:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
671,352
|
|
|
$
|
708,573
|
|
|
$
|
(37,221
|
)
|
|
(5.3
|
)%
|
Travel
|
57,945
|
|
|
60,594
|
|
|
(2,649
|
)
|
|
(4.4
|
)
|
|||
Goods
|
15,302
|
|
|
12,929
|
|
|
2,373
|
|
|
18.4
|
|
|||
Product gross profit - Goods
|
146,085
|
|
|
145,582
|
|
|
503
|
|
|
0.3
|
|
|||
Total North America gross profit
|
890,684
|
|
|
927,678
|
|
|
(36,994
|
)
|
|
(4.0
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service gross profit:
|
|
|
|
|
|
|
|
|||||||
Local
|
289,427
|
|
|
265,348
|
|
|
24,079
|
|
|
9.1
|
|
|||
Travel
|
38,132
|
|
|
40,288
|
|
|
(2,156
|
)
|
|
(5.4
|
)
|
|||
Goods
|
13,252
|
|
|
17,910
|
|
|
(4,658
|
)
|
|
(26.0
|
)
|
|||
Product gross profit - Goods
|
89,106
|
|
|
82,637
|
|
|
6,469
|
|
|
7.8
|
|
|||
Total International gross profit
|
429,917
|
|
|
406,183
|
|
|
23,734
|
|
|
5.8
|
|
|||
Total gross profit
|
$
|
1,320,601
|
|
|
$
|
1,333,861
|
|
|
$
|
(13,260
|
)
|
|
(1.0
|
)
|
2018
|
|
2017
|
|
North America
|
|
|
International
|
•
|
a
$13.3 million
favorable impact from year-over-year changes in foreign exchange rates;
|
•
|
higher transaction volume driven in part by our customer acquisition; and
|
•
|
the expansion of our digital coupons offerings primarily through our acquisition of Cloud Savings; partially offset by
|
•
|
the impact of pricing and promotional strategies; and
|
•
|
a
$2.9 million
unfavorable impact on gross profit for the year
ended
December 31, 2018
as a result of adopting Topic 606.
See Item 8, Note
2
,
Summary of Significant Accounting Policies
,
and Note 13,
Revenue Recognition
, for additional information on the impact of adopting Topic 606 and its related amendments on our accounting policies.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
Service
|
|
$
|
1,105,642
|
|
|
$
|
1,056,410
|
|
|
$
|
49,232
|
|
|
4.7
|
%
|
Product
|
|
228,219
|
|
|
224,243
|
|
|
3,976
|
|
|
1.8
|
|
|||
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
|
||||||
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
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Service gross profit:
|
|
|
|
|
|
|
|
|||||||
Local
|
$
|
708,573
|
|
|
$
|
660,983
|
|
|
$
|
47,590
|
|
|
7.2
|
%
|
Travel
|
60,594
|
|
|
64,355
|
|
|
(3,761
|
)
|
|
(5.8
|
)
|
|||
Goods
|
12,929
|
|
|
7,470
|
|
|
5,459
|
|
|
73.1
|
|
|||
Product gross profit - Goods
|
145,582
|
|
|
152,739
|
|
|
(7,157
|
)
|
|
(4.7
|
)
|
|||
Total North America gross profit
|
927,678
|
|
|
885,547
|
|
|
42,131
|
|
|
4.8
|
|
|||
|
|
|
|
|
|
|
|
|||||||
International
|
|
|
|
|
|
|
|
|||||||
Service gross profit:
|
|
|
|
|
|
|
|
|||||||
Local
|
265,348
|
|
|
250,435
|
|
|
14,913
|
|
|
6.0
|
|
|||
Travel
|
40,288
|
|
|
45,191
|
|
|
(4,903
|
)
|
|
(10.8
|
)
|
|||
Goods
|
17,910
|
|
|
27,976
|
|
|
(10,066
|
)
|
|
(36.0
|
)
|
|||
Product gross profit - Goods
|
82,637
|
|
|
71,504
|
|
|
11,133
|
|
|
15.6
|
|
|||
Total International gross profit
|
406,183
|
|
|
395,106
|
|
|
11,077
|
|
|
2.8
|
|
|||
Total gross profit
|
$
|
1,333,861
|
|
|
$
|
1,280,653
|
|
|
$
|
53,208
|
|
|
4.2
|
|
2017
|
|
2016
|
|
North America
|
|
|
International
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
% of Gross Profit
|
|
2017
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
North America
|
$
|
273,787
|
|
|
30.7
|
%
|
|
$
|
299,454
|
|
|
32.3
|
%
|
|
$
|
(25,667
|
)
|
|
(8.6
|
)%
|
International
|
121,950
|
|
|
28.4
|
|
|
101,464
|
|
|
25.0
|
|
|
20,486
|
|
|
20.2
|
|
|||
Total marketing
|
$
|
395,737
|
|
|
30.0
|
|
|
$
|
400,918
|
|
|
30.1
|
|
|
$
|
(5,181
|
)
|
|
(1.3
|
)
|
2018
|
|
2017
|
|
North America
|
|
|
International
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
% of Gross Profit
|
|
2016
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
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,
|
|||||||||||||||||||
|
2018
|
|
% of Gross Profit
|
|
2017
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
Selling, general and administrative
|
$
|
870,961
|
|
|
66.0
|
%
|
|
$
|
901,829
|
|
|
67.6
|
%
|
|
$
|
(30,868
|
)
|
|
(3.4
|
)%
|
•
|
a
$31.4 million
decrease in compensation-related costs, including variable compensation; and
|
•
|
decreases in facilities costs, systems costs, and other general expenses; partially offset by
|
•
|
the expense related to our patent litigation with IBM of
$34.6 million
, as described in Item 8, Note 10,
Commitments and Contingencies
; and
|
•
|
a
$9.7 million
unfavorable impact from year-over-year changes in foreign currency exchange rates.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
% of Gross Profit
|
|
2016
|
|
% of Gross Profit
|
|
$ Change
|
|
% Change
|
|||||||||
Selling, general and administrative
|
|
$
|
901,829
|
|
|
67.6
|
%
|
|
$
|
999,677
|
|
|
78.1
|
%
|
|
$
|
(97,848
|
)
|
|
(9.8
|
)%
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
North America
|
|
$
|
19,909
|
|
|
$
|
(45
|
)
|
|
$
|
19,954
|
|
|
NM
|
International
|
|
34,130
|
|
|
29,480
|
|
|
4,650
|
|
|
15.8
|
|||
Income (loss) from operations
|
|
$
|
54,039
|
|
|
$
|
29,435
|
|
|
$
|
24,604
|
|
|
83.6
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
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
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Other income (expense), net
|
|
$
|
(53,008
|
)
|
|
$
|
6,710
|
|
|
$
|
(59,718
|
)
|
|
(890.0
|
)%
|
•
|
$21.9 million
of interest expense primarily related to interest on our convertible notes;
|
•
|
$20.3 million
in foreign currency losses, which primarily resulted from intercompany balances with our subsidiaries that are denominated in foreign currencies. Those losses
were driven by the depreciation of the Euro against the U.S. dollar from
December 31, 2017
to
December 31, 2018
;
|
•
|
$10.2 million
of impairments of minority investments. See Item 8, Note 7,
Investments
, for additional information; and
|
•
|
$9.1 million
of losses on fair value option investments. See Item 8, Note 7,
Investments
, for additional information.
|
•
|
$18.6 million
in net foreign currency gains, which primarily resulted from intercompany balances with our subsidiaries that are denominated in foreign currencies. Those gains
were driven by the appreciation of the Euro against the U.S. dollar from
December 31, 2016
to
December 31, 2017
; and
|
•
|
a
$7.6 million
gain on the sale of an investment. See Item 8, Note 7,
Investments
, for additional information.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
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
|
•
|
$7.6 million
gain on the sale of an investment. See Item 8, Note 7,
Investments
, for additional information.
|
•
|
$48.1 million
of losses on fair value option investments;
|
•
|
$15.9 million
of interest expense primarily related to interest on our convertible notes; and
|
•
|
$6.9 million
in foreign currency losses.
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Provision (benefit) for income taxes
|
|
$
|
(957
|
)
|
|
$
|
7,544
|
|
|
$
|
(8,501
|
)
|
|
(112.7
|
)%
|
Effective tax rate
|
|
(92.8
|
)%
|
|
20.9
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Provision (benefit) for income taxes
|
|
$
|
7,544
|
|
|
$
|
(5,316
|
)
|
|
$
|
12,862
|
|
|
241.9
|
%
|
Effective tax rate
|
|
20.9
|
%
|
|
3.1
|
%
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from continuing operations
|
$
|
1,988
|
|
|
$
|
28,601
|
|
|
$
|
(166,209
|
)
|
Adjustments:
|
|
|
|
|
|
||||||
Stock-based compensation
(1)
|
64,821
|
|
|
80,950
|
|
|
109,523
|
|
|||
Depreciation and amortization
|
115,828
|
|
|
137,827
|
|
|
135,909
|
|
|||
Acquisition-related expense (benefit), net
|
655
|
|
|
48
|
|
|
5,650
|
|
|||
Restructuring charges
(1)
|
(136
|
)
|
|
18,828
|
|
|
40,438
|
|
|||
IBM patent litigation
|
34,600
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of intangible assets
|
—
|
|
|
(17,149
|
)
|
|
—
|
|
|||
Gain on business dispositions
|
—
|
|
|
—
|
|
|
(11,399
|
)
|
|||
Other (income) expense, net
(1)
|
53,008
|
|
|
(6,710
|
)
|
|
71,289
|
|
|||
Provision (benefit) for income taxes
|
(957
|
)
|
|
7,544
|
|
|
(5,318
|
)
|
|||
Total adjustments
|
267,819
|
|
|
221,338
|
|
|
346,092
|
|
|||
Adjusted EBITDA
|
$
|
269,807
|
|
|
$
|
249,939
|
|
|
$
|
179,883
|
|
(1)
|
Represents stock-based compensation expense recorded within Selling, general and administrative, Cost of revenue and Marketing. Restructuring charges includes
$0.8 million
and
$4.7 million
of additional stock-based compensation for the years ended
December 31, 2017 and 2016
. Stock-based compensation recorded within Restructuring for the year ended December 31, 2018 was not material. Other income (expense), net includes
$0.1 million
,
$0.2 million
and
$0.9 million
of additional stock-based compensation for the year ended
December 31, 2018, 2017 and 2016
.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
(1)
|
$
|
190,855
|
|
|
$
|
130,545
|
|
|
$
|
130,245
|
|
Investing activities
|
(135,982
|
)
|
|
(25,323
|
)
|
|
(55,586
|
)
|
|||
Financing activities
|
(84,417
|
)
|
|
(138,046
|
)
|
|
(14,665
|
)
|
(1)
|
Prior period net cash provided by operating activities from continuing operations has been updated from
$137.5 million
and
$128.9 million
previously reported for the years ended
December 31, 2017 and 2016
, to reflect the adoption of ASU 2016-18 on January 1, 2018. See Item 8, Note
2
,
Summary of Significant Accounting Policies
, for additional information on the adoption of ASU 2016-18.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used in) operating activities from continuing operations
(1)
|
$
|
190,855
|
|
|
$
|
130,545
|
|
|
$
|
130,245
|
|
Purchases of property and equipment and capitalized software from continuing operations
|
(69,695
|
)
|
|
(59,158
|
)
|
|
(68,287
|
)
|
|||
Free cash flow
|
$
|
121,160
|
|
|
$
|
71,387
|
|
|
$
|
61,958
|
|
(1)
|
Net cash provided by operating activities from continuing operations and free cash flow have been updated from
$137.5 million
and
$78.3 million
previously reported, for the year ended
December 31, 2017
, and from
$128.9 million
and
$60.6 million
previously reported, for the year ended
December 31, 2016
to reflect the adoption of ASU 2016-18 on January 1, 2018. See Item 8, Note
2
,
Summary of Significant Accounting Policies
, for additional information on the adoption of ASU 2016-18.
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Capital lease obligations
(1)
|
$
|
31,274
|
|
|
$
|
18,169
|
|
|
$
|
7,634
|
|
|
$
|
4,784
|
|
|
$
|
687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
170,199
|
|
|
32,533
|
|
|
31,116
|
|
|
26,876
|
|
|
26,097
|
|
|
21,944
|
|
|
31,633
|
|
|||||||
Convertible senior notes
(3)
|
282,500
|
|
|
8,125
|
|
|
8,125
|
|
|
8,125
|
|
|
258,125
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase obligations
(4)
|
27,366
|
|
|
13,266
|
|
|
7,300
|
|
|
3,400
|
|
|
3,400
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
511,339
|
|
|
$
|
72,093
|
|
|
$
|
54,175
|
|
|
$
|
43,185
|
|
|
$
|
288,309
|
|
|
$
|
21,944
|
|
|
$
|
31,633
|
|
(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 2026.
|
(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
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
841,021
|
|
|
$
|
880,129
|
|
Accounts receivable, net
|
69,493
|
|
|
98,294
|
|
||
Prepaid expenses and other current assets
|
88,115
|
|
|
94,025
|
|
||
Total current assets
|
998,629
|
|
|
1,072,448
|
|
||
Property, equipment and software, net
|
143,117
|
|
|
151,145
|
|
||
Goodwill
|
325,491
|
|
|
286,989
|
|
||
Intangible assets, net
|
45,401
|
|
|
19,196
|
|
||
Investments (including $84,242 and $109,751 at December 31, 2018 and December 31, 2017 at fair value)
|
108,515
|
|
|
135,189
|
|
||
Other non-current assets
|
20,989
|
|
|
12,538
|
|
||
Total Assets
|
$
|
1,642,142
|
|
|
$
|
1,677,505
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
38,359
|
|
|
$
|
31,968
|
|
Accrued merchant and supplier payables
|
651,781
|
|
|
770,335
|
|
||
Accrued expenses and other current liabilities
|
267,034
|
|
|
331,196
|
|
||
Total current liabilities
|
957,174
|
|
|
1,133,499
|
|
||
Convertible senior notes, net
|
201,669
|
|
|
189,753
|
|
||
Other non-current liabilities
|
100,688
|
|
|
102,408
|
|
||
Total Liabilities
|
1,259,531
|
|
|
1,425,660
|
|
||
Commitments and contingencies (see Note 10)
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017
|
76
|
|
|
75
|
|
||
Additional paid-in capital
|
2,234,560
|
|
|
2,174,708
|
|
||
Treasury stock, at cost, 191,855,128 and 188,602,242 shares at December 31, 2018 and December 31, 2017
|
(877,491
|
)
|
|
(867,450
|
)
|
||
Accumulated deficit
|
(1,010,499
|
)
|
|
(1,088,204
|
)
|
||
Accumulated other comprehensive income
|
34,602
|
|
|
31,844
|
|
||
Total Groupon, Inc. Stockholders' Equity
|
381,248
|
|
|
250,973
|
|
||
Noncontrolling interests
|
1,363
|
|
|
872
|
|
||
Total Equity
|
382,611
|
|
|
251,845
|
|
||
Total Liabilities and Equity
|
$
|
1,642,142
|
|
|
$
|
1,677,505
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Service
|
$
|
1,205,487
|
|
|
$
|
1,266,452
|
|
|
$
|
1,206,441
|
|
Product
|
1,431,259
|
|
|
1,577,425
|
|
|
1,807,174
|
|
|||
Total revenue
|
2,636,746
|
|
|
2,843,877
|
|
|
3,013,615
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Service
|
120,077
|
|
|
160,810
|
|
|
150,031
|
|
|||
Product
|
1,196,068
|
|
|
1,349,206
|
|
|
1,582,931
|
|
|||
Total cost of revenue
|
1,316,145
|
|
|
1,510,016
|
|
|
1,732,962
|
|
|||
Gross profit
|
1,320,601
|
|
|
1,333,861
|
|
|
1,280,653
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Marketing
|
395,737
|
|
|
400,918
|
|
|
352,175
|
|
|||
Selling, general and administrative
|
870,961
|
|
|
901,829
|
|
|
999,677
|
|
|||
Restructuring charges
|
(136
|
)
|
|
18,828
|
|
|
40,438
|
|
|||
Gain on sale of intangible assets
|
—
|
|
|
(17,149
|
)
|
|
—
|
|
|||
Gain on business dispositions
|
—
|
|
|
—
|
|
|
(11,399
|
)
|
|||
Total operating expenses
|
1,266,562
|
|
|
1,304,426
|
|
|
1,380,891
|
|
|||
Income (loss) from operations
|
54,039
|
|
|
29,435
|
|
|
(100,238
|
)
|
|||
Other income (expense), net
|
(53,008
|
)
|
|
6,710
|
|
|
(71,289
|
)
|
|||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
1,031
|
|
|
36,145
|
|
|
(171,527
|
)
|
|||
Provision (benefit) for income taxes
|
(957
|
)
|
|
7,544
|
|
|
(5,318
|
)
|
|||
Income (loss) from continuing operations
|
1,988
|
|
|
28,601
|
|
|
(166,209
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(1,974
|
)
|
|
(17,114
|
)
|
|||
Net income (loss)
|
1,988
|
|
|
26,627
|
|
|
(183,323
|
)
|
|||
Net income attributable to noncontrolling interests
|
(13,067
|
)
|
|
(12,587
|
)
|
|
(11,264
|
)
|
|||
Net income (loss) attributable to Groupon, Inc.
|
$
|
(11,079
|
)
|
|
$
|
14,040
|
|
|
$
|
(194,587
|
)
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share
(1)
:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
Discontinued operations
|
0.00
|
|
|
(0.00
|
)
|
|
(0.03
|
)
|
|||
Basic net income (loss) per share
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.34
|
)
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share
(1)
:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.31
|
)
|
Discontinued operations
|
0.00
|
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|||
Diluted net income (loss) per share
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.34
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
(1)
:
|
|
|
|
|
|
||||||
Basic
|
566,511,108
|
|
|
559,367,075
|
|
|
576,354,258
|
|
|||
Diluted
|
566,511,108
|
|
|
568,418,371
|
|
|
576,354,258
|
|
(1)
|
The structure of our common stock changed during the year ended December 31, 2016. Refer to Note
11
,
Stockholders' Equity
, and Note
18
,
Income (Loss) Per Share
, for additional information.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from continuing operations
|
$
|
1,988
|
|
|
$
|
28,601
|
|
|
$
|
(166,209
|
)
|
Other comprehensive income (loss) from continuing operations:
|
|
|
|
|
|
||||||
Net change in unrealized gain (loss) on foreign currency translation adjustment
|
3,332
|
|
|
(10,776
|
)
|
|
8,361
|
|
|||
Net change in unrealized gain (loss) on defined benefit pension plan
|
—
|
|
|
585
|
|
|
928
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
(841
|
)
|
|
(1,109
|
)
|
|
(70
|
)
|
|||
Reclassification adjustment for realized (gain) loss on investment included in income (loss) from continuing operations
|
106
|
|
|
1,603
|
|
|
—
|
|
|||
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $34, $0 and $43 for the years ended December 31, 2018, 2017 and 2016)
|
(735
|
)
|
|
494
|
|
|
(70
|
)
|
|||
Other comprehensive income (loss) from continuing operations
|
2,597
|
|
|
(9,697
|
)
|
|
9,219
|
|
|||
Comprehensive income (loss) from continuing operations
|
4,585
|
|
|
18,904
|
|
|
(156,990
|
)
|
|||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
—
|
|
|
(1,974
|
)
|
|
(17,114
|
)
|
|||
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net unrealized gain (loss) during the period
|
—
|
|
|
(1,793
|
)
|
|
(9,305
|
)
|
|||
Reclassification adjustment included in income (loss) from discontinued operations
|
—
|
|
|
(14,718
|
)
|
|
6,932
|
|
|||
Net change in unrealized gain (loss)
|
—
|
|
|
(16,511
|
)
|
|
(2,373
|
)
|
|||
Comprehensive income (loss) from discontinued operations
|
—
|
|
|
(18,485
|
)
|
|
(19,487
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
4,585
|
|
|
419
|
|
|
(176,477
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
(13,067
|
)
|
|
(12,587
|
)
|
|
(11,264
|
)
|
|||
Comprehensive income (loss) attributable to Groupon, Inc.
|
$
|
(8,482
|
)
|
|
$
|
(12,168
|
)
|
|
$
|
(187,741
|
)
|
|
Groupon, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
(1)
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Groupon, Inc. Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
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
|
)
|
||||||||
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
|
|
|
Groupon, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Common Stock
(1)
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Groupon, Inc. Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
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
|
|
Cumulative effect of change in accounting principle, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,945
|
|
|
—
|
|
|
88,945
|
|
|
—
|
|
|
88,945
|
|
||||||||
Reclassification for impact of U.S. tax rate change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,079
|
)
|
|
—
|
|
|
(11,079
|
)
|
|
13,067
|
|
|
1,988
|
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,332
|
|
|
3,332
|
|
|
—
|
|
|
3,332
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(735
|
)
|
|
(735
|
)
|
|
—
|
|
|
(735
|
)
|
||||||||
Exercise of stock options
|
672,793
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
||||||||
Vesting of restricted stock units and performance share units
|
14,264,895
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under employee stock purchase plan
|
1,621,061
|
|
|
|
|
5,634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,634
|
|
|
—
|
|
|
5,634
|
|
|||||||||
Shares issued to settle liability-classified awards
|
1,240,379
|
|
|
—
|
|
|
6,436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,436
|
|
|
—
|
|
|
6,436
|
|
||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(5,401,550
|
)
|
|
—
|
|
|
(22,709
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,709
|
)
|
|
—
|
|
|
(22,709
|
)
|
||||||||
Stock-based compensation on equity-classified awards
|
—
|
|
|
—
|
|
|
70,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,411
|
|
|
—
|
|
|
70,411
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,252,886
|
)
|
|
(10,041
|
)
|
|
—
|
|
|
—
|
|
|
(10,041
|
)
|
|
—
|
|
|
(10,041
|
)
|
||||||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,576
|
)
|
|
(12,576
|
)
|
||||||||
Balance at December 31, 2018
|
760,939,440
|
|
|
$
|
76
|
|
|
$
|
2,234,560
|
|
|
(191,855,128
|
)
|
|
$
|
(877,491
|
)
|
|
$
|
(1,010,499
|
)
|
|
$
|
34,602
|
|
|
$
|
381,248
|
|
|
$
|
1,363
|
|
|
$
|
382,611
|
|
(1)
|
The structure of our common stock changed during the year ended December 31, 2016. Refer to Note
11
,
Stockholders' Equity
, and Note
18
,
Income (Loss) Per Share
, for additional information.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1,988
|
|
|
$
|
26,627
|
|
|
$
|
(183,323
|
)
|
Less: Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(1,974
|
)
|
|
(17,114
|
)
|
|||
Income (loss) from continuing operations
|
1,988
|
|
|
28,601
|
|
|
(166,209
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, equipment and software
|
101,330
|
|
|
114,795
|
|
|
116,961
|
|
|||
Amortization of acquired intangible assets
|
14,498
|
|
|
23,032
|
|
|
18,948
|
|
|||
Stock-based compensation
|
64,821
|
|
|
82,044
|
|
|
115,123
|
|
|||
Gain on business dispositions
|
—
|
|
|
—
|
|
|
(11,399
|
)
|
|||
Gain on sale of intangible assets
|
—
|
|
|
(17,149
|
)
|
|
—
|
|
|||
Gain on sale of investment
|
—
|
|
|
(7,624
|
)
|
|
—
|
|
|||
Restructuring-related long-lived asset impairment
|
—
|
|
|
—
|
|
|
328
|
|
|||
Impairments of investments
|
10,156
|
|
|
2,944
|
|
|
—
|
|
|||
Deferred income taxes
|
(5,000
|
)
|
|
603
|
|
|
(10,448
|
)
|
|||
(Gain) loss, net from changes in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
4,092
|
|
|||
(Gain) loss from changes in fair value of investments
|
9,064
|
|
|
(382
|
)
|
|
48,141
|
|
|||
Amortization of debt discount on convertible senior notes
|
11,916
|
|
|
10,758
|
|
|
7,376
|
|
|||
Change in assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
32,057
|
|
|
(18,793
|
)
|
|
(16,584
|
)
|
|||
Prepaid expenses and other current assets
|
7,166
|
|
|
4,074
|
|
|
35,043
|
|
|||
Accounts payable
|
5,805
|
|
|
(199
|
)
|
|
5,121
|
|
|||
Accrued merchant and supplier payables
|
(45,268
|
)
|
|
(29,823
|
)
|
|
26,729
|
|
|||
Accrued expenses and other current liabilities
|
(31,430
|
)
|
|
(40,361
|
)
|
|
(32,124
|
)
|
|||
Other, net
|
13,752
|
|
|
(21,975
|
)
|
|
(10,853
|
)
|
|||
Net cash provided by (used in) operating activities from continuing operations
|
190,855
|
|
|
130,545
|
|
|
130,245
|
|
|||
Net cash provided by (used in) operating activities from discontinued operations
|
—
|
|
|
(2,418
|
)
|
|
(11,823
|
)
|
|||
Net cash provided by (used in) operating activities
|
190,855
|
|
|
128,127
|
|
|
118,422
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment and capitalized software
|
(69,695
|
)
|
|
(59,158
|
)
|
|
(68,287
|
)
|
|||
Cash derecognized upon dispositions of subsidiaries
|
—
|
|
|
—
|
|
|
(1,128
|
)
|
|||
Proceeds from sale of intangible assets
|
1,500
|
|
|
18,333
|
|
|
—
|
|
|||
Proceeds from sales and maturities of investments
|
8,594
|
|
|
16,561
|
|
|
1,685
|
|
|||
Acquisitions of businesses, net of acquired cash
|
(58,119
|
)
|
|
—
|
|
|
14,539
|
|
|||
Acquisitions of intangible assets and other investing activities
|
(18,262
|
)
|
|
(1,059
|
)
|
|
(2,395
|
)
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
(135,982
|
)
|
|
(25,323
|
)
|
|
(55,586
|
)
|
|||
Net cash provided by (used in) investing activities from discontinued operations
|
—
|
|
|
(9,548
|
)
|
|
(1,900
|
)
|
|||
Net cash provided by (used in) investing activities
|
(135,982
|
)
|
|
(34,871
|
)
|
|
(57,486
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
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
|
(9,585
|
)
|
|
(61,233
|
)
|
|
(165,357
|
)
|
|||
Taxes paid related to net share settlements of stock-based compensation awards
|
(24,105
|
)
|
|
(27,681
|
)
|
|
(29,777
|
)
|
|||
Proceeds from stock option exercises and employee stock purchase plan
|
5,715
|
|
|
5,513
|
|
|
4,978
|
|
|||
Distributions to noncontrolling interest holders
|
(12,576
|
)
|
|
(12,357
|
)
|
|
(11,811
|
)
|
|||
Payments of capital lease obligations
|
(33,023
|
)
|
|
(34,025
|
)
|
|
(30,598
|
)
|
|||
Payments of contingent consideration related to acquisitions
|
(1,815
|
)
|
|
(7,790
|
)
|
|
(285
|
)
|
|||
Payment of financing obligation related to acquisition
|
(8,391
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activities
|
(637
|
)
|
|
(473
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(84,417
|
)
|
|
(138,046
|
)
|
|
(14,665
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations
|
(11,209
|
)
|
|
26,499
|
|
|
(6,718
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations
|
(40,753
|
)
|
|
(18,291
|
)
|
|
39,553
|
|
|||
Less: Net increase (decrease) in cash classified within current assets of discontinued operations
|
—
|
|
|
(28,866
|
)
|
|
(186
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(40,753
|
)
|
|
10,575
|
|
|
39,739
|
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
885,481
|
|
|
874,906
|
|
|
835,167
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
844,728
|
|
|
$
|
885,481
|
|
|
$
|
874,906
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Income tax payments (refunds) for continuing operations
|
$
|
2,781
|
|
|
$
|
8,646
|
|
|
$
|
(7,208
|
)
|
Income tax payments (refunds) for discontinued operations
|
—
|
|
|
(56
|
)
|
|
2,953
|
|
|||
Cash paid for interest
|
9,556
|
|
|
9,425
|
|
|
1,185
|
|
|||
Non-cash investing and financing activities
|
|
|
|
|
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Equipment acquired under capital lease obligations
|
18,064
|
|
|
28,271
|
|
|
21,611
|
|
|||
Leasehold improvements funded by lessor
|
557
|
|
|
402
|
|
|
4,990
|
|
|||
Liability for purchases of treasury stock
|
456
|
|
|
—
|
|
|
1,207
|
|
|||
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software
|
(482
|
)
|
|
972
|
|
|
3,855
|
|
|||
Investments acquired in connection with business dispositions
|
—
|
|
|
2,022
|
|
|
13,507
|
|
|||
Contingent consideration liability incurred in connection with acquisition of business
|
1,529
|
|
|
—
|
|
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Cash and cash equivalents
|
$
|
841,021
|
|
|
$
|
880,129
|
|
|
$
|
862,977
|
|
Restricted cash included in prepaid expenses and other current assets
|
3,320
|
|
|
4,932
|
|
|
5,769
|
|
|||
Restricted cash included in other non-current assets
|
387
|
|
|
420
|
|
|
6,160
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
844,728
|
|
|
$
|
885,481
|
|
|
$
|
874,906
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Net consideration received:
|
|
|
|
||||
Fair value of minority investments retained or acquired
|
$
|
2,021
|
|
|
$
|
2,457
|
|
Cash proceeds received
|
3,462
|
|
|
—
|
|
||
Cash proceeds receivable
|
2,000
|
|
|
—
|
|
||
Less: transaction costs
|
1,394
|
|
|
190
|
|
||
Total net consideration received
|
6,089
|
|
|
2,267
|
|
||
Cumulative translation gain (loss) reclassified to earnings
|
14,718
|
|
|
(1,201
|
)
|
||
Less: Net book value upon closing of the transactions
|
14,958
|
|
|
754
|
|
||
Less: Indemnification liabilities
(1)
|
5,365
|
|
|
—
|
|
||
Less: Unfavorable contract liability for transition services
|
2,114
|
|
|
—
|
|
||
Gain (loss) on dispositions
|
$
|
(1,630
|
)
|
|
$
|
312
|
|
(1)
|
See Note
10
,
Commitments and Contingencies
, for additional information about the indemnification liabilities.
|
|
Year Ended December 31,
|
||||||
|
2017
(1) (2)
|
|
2016
(1)
|
||||
Service revenue
|
$
|
12,602
|
|
|
$
|
97,105
|
|
Product revenue
|
2,962
|
|
|
32,634
|
|
||
Service cost of revenue
|
(2,557
|
)
|
|
(21,697
|
)
|
||
Product cost of revenue
|
(3,098
|
)
|
|
(31,792
|
)
|
||
Marketing expense
|
(1,239
|
)
|
|
(10,776
|
)
|
||
Selling, general and administrative expense
|
(12,007
|
)
|
|
(72,141
|
)
|
||
Restructuring
|
(778
|
)
|
|
(3,170
|
)
|
||
Other income (expense), net
|
3,852
|
|
|
(4,818
|
)
|
||
Loss from discontinued operations before gain (loss) on dispositions and provision for income taxes
|
(263
|
)
|
|
(14,655
|
)
|
||
Gain (loss) on dispositions
|
(1,630
|
)
|
|
312
|
|
||
Provision for income taxes
|
(81
|
)
|
|
(2,771
|
)
|
||
Loss from discontinued operations, net of tax
|
$
|
(1,974
|
)
|
|
$
|
(17,114
|
)
|
(1)
|
The loss from discontinued operations before gain (loss) on dispositions and provision for income taxes for the years ended December 31, 2017 and 2016 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 additional information about the indemnification liabilities.
|
|
Year Ended
December 31, 2016
|
||
Net consideration received:
|
|
||
Fair value of minority investments acquired
|
$
|
11,029
|
|
Less: transaction costs
|
849
|
|
|
Total net consideration received
|
10,180
|
|
|
Cumulative translation gain reclassified to earnings
|
7,468
|
|
|
Less: Net book value upon closing of the transactions
|
6,249
|
|
|
Gain on business dispositions
|
$
|
11,399
|
|
Cash
|
$
|
64,363
|
|
Financing obligation
|
8,604
|
|
|
Contingent consideration
|
1,589
|
|
|
Total
|
$
|
74,556
|
|
Cash and cash equivalents
|
$
|
6,244
|
|
Accounts receivable
|
5,885
|
|
|
Prepaid expenses and other current assets
|
804
|
|
|
Property, equipment and software
|
226
|
|
|
Goodwill
|
46,515
|
|
|
Intangible assets
(1)
:
|
|
||
Merchant relationships
|
20,322
|
|
|
Trade names
|
2,609
|
|
|
Developed technology
|
549
|
|
|
Other intangible assets
|
687
|
|
|
Total assets acquired
|
$
|
83,841
|
|
Accounts payable
|
$
|
693
|
|
Accrued merchant and supplier payables
|
386
|
|
|
Accrued expenses and other current liabilities
|
6,130
|
|
|
Other non-current liabilities
|
2,076
|
|
|
Total liabilities assumed
|
$
|
9,285
|
|
Total acquisition price
|
$
|
74,556
|
|
(1)
|
The estimated useful lives of the acquired intangible assets are
6
years for merchant relationships,
8
years for trade names,
2
years for developed technology, and
1
year for other intangible assets.
|
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
|
||
Revenue
|
$
|
3,070,431
|
|
Loss from continuing operations
|
(182,781
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Warehouse equipment
|
$
|
5,265
|
|
|
$
|
4,989
|
|
Furniture and fixtures
|
9,677
|
|
|
11,700
|
|
||
Leasehold improvements
|
50,314
|
|
|
49,605
|
|
||
Office equipment
|
2,261
|
|
|
2,690
|
|
||
Purchased software
|
8,523
|
|
|
32,090
|
|
||
Computer hardware
(1)
|
174,700
|
|
|
208,659
|
|
||
Internally-developed software
(2)
|
196,807
|
|
|
249,207
|
|
||
Total property, equipment and software, gross
|
447,547
|
|
|
558,940
|
|
||
Less: accumulated depreciation and amortization
|
(304,430
|
)
|
|
(407,795
|
)
|
||
Property, equipment and software, net
|
$
|
143,117
|
|
|
$
|
151,145
|
|
(1)
|
Includes computer hardware acquired under capital leases of
$120.5 million
and
$132.3 million
as of
December 31, 2018
and
2017
.
|
(2)
|
The net carrying amount of internally-developed software was
$70.9 million
and
$64.5 million
as of
December 31, 2018
and
2017
.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost of revenue
|
$
|
28,102
|
|
|
$
|
26,738
|
|
|
$
|
21,277
|
|
Product cost of revenue
|
8,467
|
|
|
9,900
|
|
|
10,616
|
|
|||
Selling, general and administrative
|
64,761
|
|
|
78,157
|
|
|
85,068
|
|
|||
Total
|
$
|
101,330
|
|
|
$
|
114,795
|
|
|
$
|
116,961
|
|
|
|
North America
|
|
EMEA
|
|
Rest of World
|
|
International
|
|
Consolidated
|
||||||||||
Balance as of December 31, 2016
|
|
$
|
178,685
|
|
|
$
|
89,747
|
|
|
$
|
6,119
|
|
|
$
|
—
|
|
|
$
|
274,551
|
|
Reallocation to new segment
(1)
|
|
—
|
|
|
(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
|
|
Goodwill related to acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,515
|
|
|
46,515
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,013
|
)
|
|
(8,013
|
)
|
|||||
Balance as of December 31, 2018
|
|
$
|
178,685
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,806
|
|
|
$
|
325,491
|
|
(1)
|
We updated our segments in the first quarter of 2017 to report
two
operating segments: North America and International. Refer to Note 19, Segment Information, for additional information on our change in reporting segments.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer relationships
|
$
|
16,200
|
|
|
$
|
11,700
|
|
|
$
|
4,500
|
|
|
$
|
56,749
|
|
|
$
|
46,513
|
|
|
$
|
10,236
|
|
Merchant relationships
|
21,554
|
|
|
4,105
|
|
|
17,449
|
|
|
11,598
|
|
|
9,853
|
|
|
1,745
|
|
||||||
Trade names
|
9,476
|
|
|
6,799
|
|
|
2,677
|
|
|
12,077
|
|
|
10,469
|
|
|
1,608
|
|
||||||
Developed technology
|
13,825
|
|
|
13,485
|
|
|
340
|
|
|
36,864
|
|
|
36,864
|
|
|
—
|
|
||||||
Patents
|
20,508
|
|
|
16,451
|
|
|
4,057
|
|
|
19,031
|
|
|
15,204
|
|
|
3,827
|
|
||||||
Other intangible assets
|
26,007
|
|
|
9,629
|
|
|
16,378
|
|
|
10,875
|
|
|
9,095
|
|
|
1,780
|
|
||||||
Total
|
$
|
107,570
|
|
|
$
|
62,169
|
|
|
$
|
45,401
|
|
|
$
|
147,194
|
|
|
$
|
127,998
|
|
|
$
|
19,196
|
|
2019
|
$
|
13,807
|
|
2020
|
7,535
|
|
|
2021
|
6,811
|
|
|
2022
|
6,495
|
|
|
2023
|
5,346
|
|
|
Thereafter
|
5,407
|
|
|
Total
|
$
|
45,401
|
|
|
December 31, 2018
|
|
Percent Ownership of Voting Stock
|
|
December 31, 2017
|
|
Percent Ownership of Voting Stock
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
$
|
—
|
|
|
|
|
$
|
11,354
|
|
|
|
||||
Redeemable preferred shares
|
10,340
|
|
|
19%
|
to
|
25%
|
|
15,431
|
|
|
19%
|
to
|
25%
|
||
Total available-for-sale securities
|
10,340
|
|
|
|
|
26,785
|
|
|
|
||||||
Fair value option investments
|
73,902
|
|
|
10%
|
to
|
19%
|
|
82,966
|
|
|
10%
|
to
|
19%
|
||
Other equity investments
(1)
|
24,273
|
|
|
1%
|
to
|
19%
|
|
25,438
|
|
|
1%
|
to
|
19%
|
||
Total investments
|
$
|
108,515
|
|
|
|
|
|
|
$
|
135,189
|
|
|
|
|
|
(1)
|
Represents equity investments without readily determinable fair values. Those investments were previously accounted for using the cost method of accounting. Under the cost method, investments were carried at cost and adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. We adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, we have elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. There were
no
adjustments for observable price changes related to these investments for the year ended
December 31, 2018
. See further discussion under
Other Equity Investments
below.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
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
|
|
Redeemable preferred shares
|
9,961
|
|
|
379
|
|
|
—
|
|
|
10,340
|
|
|
15,431
|
|
|
—
|
|
|
—
|
|
|
15,431
|
|
||||||||
Total available-for-sale securities
|
$
|
9,961
|
|
|
$
|
379
|
|
|
$
|
—
|
|
|
$
|
10,340
|
|
|
$
|
25,636
|
|
|
$
|
1,653
|
|
|
$
|
(504
|
)
|
|
$
|
26,785
|
|
(1)
|
Gross unrealized loss is related to
one
security that was in a loss position for greater than 12 months as of December 31, 2017.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
416,042
|
|
|
$
|
280,612
|
|
|
$
|
216,119
|
|
Gross profit
|
27,838
|
|
|
37,773
|
|
|
24,774
|
|
|||
Loss before income taxes
|
(132,276
|
)
|
|
(124,873
|
)
|
|
(153,882
|
)
|
|||
Net loss
|
(132,276
|
)
|
|
(124,873
|
)
|
|
(153,882
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Current assets
|
$
|
85,844
|
|
|
$
|
174,051
|
|
Non-current assets
|
482,505
|
|
|
520,105
|
|
||
Current liabilities
|
432,133
|
|
|
438,988
|
|
||
Non-current liabilities
|
78,434
|
|
|
60,977
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
6,016
|
|
|
$
|
3,839
|
|
|
$
|
3,024
|
|
Gross profit
|
5,857
|
|
|
3,405
|
|
|
2,570
|
|
|||
Income (loss) before income taxes
(1)
|
(13,594
|
)
|
|
15,122
|
|
|
(15,701
|
)
|
|||
Net income (loss)
(1)
|
(13,594
|
)
|
|
15,122
|
|
|
(15,701
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Current assets
|
$
|
5,286
|
|
|
$
|
41
|
|
Non-current assets
|
46,940
|
|
|
18,362
|
|
||
Current liabilities
|
4,015
|
|
|
—
|
|
||
Non-current liabilities
|
144
|
|
|
—
|
|
(1)
|
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,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
$
|
6,420
|
|
|
$
|
3,287
|
|
|
$
|
1,808
|
|
Interest expense
|
(21,909
|
)
|
|
(20,680
|
)
|
|
(15,912
|
)
|
|||
Changes in fair value of investments
|
(9,064
|
)
|
|
382
|
|
|
(48,141
|
)
|
|||
Gain on sale of investment
|
—
|
|
|
7,624
|
|
|
—
|
|
|||
Foreign currency gains (losses), net
|
(20,325
|
)
|
|
18,634
|
|
|
(6,927
|
)
|
|||
Impairments of investments
|
(10,156
|
)
|
|
(2,944
|
)
|
|
—
|
|
|||
Other
|
2,026
|
|
|
407
|
|
|
(2,117
|
)
|
|||
Other income (expense), net
|
$
|
(53,008
|
)
|
|
$
|
6,710
|
|
|
$
|
(71,289
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Merchandise inventories
|
$
|
33,739
|
|
|
$
|
25,528
|
|
Prepaid expenses
|
28,209
|
|
|
40,399
|
|
||
Income taxes receivable
|
6,717
|
|
|
10,299
|
|
||
Other
|
19,450
|
|
|
17,799
|
|
||
Total prepaid expenses and other current assets
|
$
|
88,115
|
|
|
$
|
94,025
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Accrued merchant payables
|
$
|
371,279
|
|
|
$
|
459,662
|
|
Accrued supplier payables
(1)
|
280,502
|
|
|
310,673
|
|
||
Total accrued merchant and supplier payables
|
$
|
651,781
|
|
|
$
|
770,335
|
|
(1)
|
Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Refund reserve
|
$
|
27,957
|
|
|
$
|
31,275
|
|
Compensation and benefits
|
56,173
|
|
|
73,096
|
|
||
Accrued marketing
|
39,094
|
|
|
32,912
|
|
||
Customer credits
|
15,118
|
|
|
28,487
|
|
||
Income taxes payable
|
8,987
|
|
|
9,645
|
|
||
Deferred revenue
|
25,452
|
|
|
29,539
|
|
||
Current portion of capital lease obligations
|
17,207
|
|
|
25,958
|
|
||
Other
|
77,046
|
|
|
100,284
|
|
||
Total accrued expenses and other current liabilities
|
$
|
267,034
|
|
|
$
|
331,196
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Contingent income tax liabilities
|
$
|
39,858
|
|
|
$
|
43,699
|
|
Deferred rent
|
32,186
|
|
|
29,032
|
|
||
Capital lease obligations
|
12,481
|
|
|
18,500
|
|
||
Deferred income taxes
|
6,619
|
|
|
811
|
|
||
Other
|
9,544
|
|
|
10,366
|
|
||
Total other non-current liabilities
|
$
|
100,688
|
|
|
$
|
102,408
|
|
|
Foreign currency translation adjustments
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
Pension adjustments
|
|
Total
|
||||||||
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 adjustments 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
|
|
||||
Other comprehensive income (loss) before reclassification adjustments
|
3,332
|
|
|
(841
|
)
|
|
—
|
|
|
2,491
|
|
||||
Reclassification adjustments included in net income (loss)
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
||||
Other comprehensive income (loss)
|
3,332
|
|
|
(735
|
)
|
|
—
|
|
|
2,597
|
|
||||
Reclassification for impact of U.S. tax rate change
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||
Balance as of December 31, 2018
|
$
|
34,294
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
34,602
|
|
|
Year Ended December 31,
|
|
Consolidated Statements of Operations Line Item
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
||||||
Loss (gain) on dispositions - continuing operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,468
|
)
|
|
Gains on business dispositions
|
Loss (gain) on country exits - continuing operations
|
—
|
|
|
(187
|
)
|
|
(55
|
)
|
|
Other income (expense), net
|
|||
Loss (gain) on dispositions - discontinued operations
|
—
|
|
|
(14,718
|
)
|
|
6,932
|
|
|
Income (loss) from discontinued operations, net of tax
|
|||
Reclassification adjustments
|
—
|
|
|
(14,905
|
)
|
|
(591
|
)
|
|
|
|||
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
|
106
|
|
|
(1,341
|
)
|
|
—
|
|
|
Other income (expense), net
|
|||
Less: Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
Provision (benefit) for income taxes
|
|||
Reclassification adjustment
|
106
|
|
|
1,603
|
|
|
—
|
|
|
|
|||
Pension adjustments
|
|
|
|
|
|
|
|
||||||
Curtailment gain
|
—
|
|
|
583
|
|
|
—
|
|
|
Selling, general and administrative
|
|||
Amortization of net actuarial loss (gain)
|
—
|
|
|
2
|
|
|
116
|
|
|
Selling, general and administrative
|
|||
Less: Tax effect
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
Provision (benefit) for income taxes
|
|||
Reclassification adjustment
|
—
|
|
|
585
|
|
|
98
|
|
|
|
|||
Total reclassification adjustments
|
$
|
106
|
|
|
$
|
(12,717
|
)
|
|
$
|
(493
|
)
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Liability component:
|
|
|
|
||||
Principal amount
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Less: debt discount
|
(48,331
|
)
|
|
(60,247
|
)
|
||
Net carrying amount of liability component
|
$
|
201,669
|
|
|
$
|
189,753
|
|
|
|
|
|
||||
Net carrying amount of equity component
|
$
|
67,014
|
|
|
$
|
67,014
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Contractual interest (3.25% of the principal amount per annum)
|
$
|
8,128
|
|
|
$
|
8,128
|
|
|
$
|
6,095
|
|
Amortization of debt discount
|
11,916
|
|
|
10,758
|
|
|
7,376
|
|
|||
Total
|
$
|
20,044
|
|
|
$
|
18,886
|
|
|
$
|
13,471
|
|
|
Capital Leases
|
|
Operating Leases
|
||||
2019
|
$
|
18,169
|
|
|
$
|
32,533
|
|
2020
|
7,634
|
|
|
31,116
|
|
||
2021
|
4,784
|
|
|
26,876
|
|
||
2022
|
687
|
|
|
26,097
|
|
||
2023
|
—
|
|
|
21,944
|
|
||
Thereafter
|
—
|
|
|
31,633
|
|
||
Total minimum lease payments
|
31,274
|
|
|
$
|
170,199
|
|
|
Less: Amount representing interest
|
(1,586
|
)
|
|
|
|||
Present value of net minimum capital lease payments
|
29,688
|
|
|
|
|||
Less: Current portion of capital lease obligations
|
(17,207
|
)
|
|
|
|||
Total long-term capital lease obligations
|
$
|
12,481
|
|
|
|
|
Subleases
|
||
2019
|
$
|
5,206
|
|
2020
|
5,027
|
|
|
2021
|
5,065
|
|
|
2022
|
5,103
|
|
|
2023
|
4,385
|
|
|
Thereafter
|
4,891
|
|
|
Total future sublease income
|
$
|
29,677
|
|
2019
|
$
|
13,266
|
|
2020
|
7,300
|
|
|
2021
|
3,400
|
|
|
2022
|
3,400
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total purchase obligations
|
$
|
27,366
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of revenue
|
$
|
1,485
|
|
|
$
|
2,658
|
|
|
$
|
3,940
|
|
Marketing
|
6,948
|
|
|
7,949
|
|
|
8,929
|
|
|||
Selling, general and administrative
|
56,288
|
|
|
70,343
|
|
|
96,654
|
|
|||
Restructuring charges
|
—
|
|
|
849
|
|
|
4,749
|
|
|||
Other income (expense), net
|
100
|
|
|
245
|
|
|
851
|
|
|||
Total stock-based compensation expense
|
$
|
64,821
|
|
|
$
|
82,044
|
|
|
$
|
115,123
|
|
|
Restricted Stock Units
|
|
Weighted- Average Grant Date Fair Value (per share)
|
||||
Unvested at December 31, 2017
|
$
|
28,939,110
|
|
|
$
|
4.32
|
|
Granted
|
19,376,465
|
|
|
4.59
|
|
||
Vested
|
(15,226,639
|
)
|
|
4.46
|
|
||
Forfeited
|
(6,465,504
|
)
|
|
4.31
|
|
||
Unvested at December 31, 2018
|
$
|
26,623,432
|
|
|
$
|
4.47
|
|
|
Options
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands) (1) |
||||||
Outstanding and exercisable at December 31, 2017
|
$
|
885,580
|
|
|
$
|
0.62
|
|
|
1.76
|
|
$
|
3,967
|
|
Exercised
|
(672,793
|
)
|
|
0.12
|
|
|
|
|
|
||||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
||||
Outstanding and exercisable at December 31, 2018
|
$
|
212,787
|
|
|
1.80
|
|
|
1.37
|
|
$
|
298
|
|
(1)
|
The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of our 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, 2018
and
2017
, respectively.
|
•
|
For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. Prior to our adoption of Topic 606, we recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when our legal obligation to the merchant expired, which we believe is shortly after the voucher expiration date in most jurisdictions. Following our adoption of Topic 606, we estimate the variable consideration from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale, rather than when our legal obligation expires. We estimate variable consideration from unredeemed vouchers using our historical voucher redemption experience. Most vouchers sold through the marketplace in the United States do not have expiration dates and redemption payment terms were not widely used in that jurisdiction before 2017, so the North America segment did not have variable consideration from unredeemed vouchers in prior periods.
|
•
|
Prior to our adoption of Topic 606, we expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following our adoption of Topic 606, those costs are deferred and recognized over the expected period of the merchant arrangement, generally from
12
to
18
months.
As of December 31, 2018, we had
$2.9 million
and
$11.3 million
of deferred contract acquisition costs recorded within Prepaid expenses and other current assets and Other non-current assets, respectively. For the year ended December 31, 2018, we amortized
$25.2 million
of deferred contract acquisition costs and did not recognize any impairment losses in relation to the deferred costs.
|
•
|
Prior to our adoption of Topic 606, we recognized breakage income for unused customer credits when they expired or were forfeited. Following our adoption of Topic 606, breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used.
|
•
|
Prior to our adoption of Topic 606, we deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following our adoption of Topic 606, revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations.
|
•
|
Prior to our adoption of Topic 606, we classified refunds on service revenue transactions for which the merchant's share of the refund amount is not recoverable as a cost of revenue. Following our adoption of Topic 606, those refunds are classified as a reduction of revenue.
|
•
|
Prior to our adoption of Topic 606, we classified credits issued to consumers for relationship purposes as a marketing expense. Following our adoption of Topic 606, those credits are classified as a reduction of revenue.
|
Account
|
|
Increase (decrease) to beginning accumulated deficit
|
||
Prepaid expenses and other current assets
|
|
$
|
(4,007
|
)
|
Other non-current assets
|
|
(10,223
|
)
|
|
Accrued merchant and supplier payables
|
|
(64,970
|
)
|
|
Accrued expenses and other current liabilities
|
|
(13,188
|
)
|
|
Other non-current liabilities
|
|
3,443
|
|
|
Effect on beginning accumulated deficit
|
|
$
|
(88,945
|
)
|
|
December 31, 2018
|
||||||||||
|
As reported
|
|
Effects of Topic 606
|
|
Balances without adoption of Topic 606
|
||||||
Total assets
|
$
|
1,642,142
|
|
|
$
|
(10,948
|
)
|
|
$
|
1,631,194
|
|
Total liabilities
|
1,259,531
|
|
|
103,878
|
|
|
1,363,409
|
|
|||
Total equity
|
382,611
|
|
|
(114,826
|
)
|
|
267,785
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
As reported
|
|
Effects of Topic 606
|
|
Balances without adoption of Topic 606
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Service revenue
(1)
|
$
|
1,205,487
|
|
|
$
|
522
|
|
|
$
|
1,206,009
|
|
Product revenue
|
1,431,259
|
|
|
—
|
|
|
1,431,259
|
|
|||
Total revenue
|
2,636,746
|
|
|
522
|
|
|
2,637,268
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Service cost of revenue
(2)
|
120,077
|
|
|
25,436
|
|
|
145,513
|
|
|||
Product cost of revenue
|
1,196,068
|
|
|
—
|
|
|
1,196,068
|
|
|||
Cost of revenue
(2)
|
1,316,145
|
|
|
25,436
|
|
|
1,341,581
|
|
|||
Gross profit
|
1,320,601
|
|
|
(24,914
|
)
|
|
1,295,687
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Marketing
(3)
|
395,737
|
|
|
7,867
|
|
|
403,604
|
|
|||
Selling, general and administrative
(4)
|
870,961
|
|
|
(3,092
|
)
|
|
867,869
|
|
|||
Restructuring charges
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
|||
Total operating expenses
|
1,266,562
|
|
|
4,775
|
|
|
1,271,337
|
|
|||
Income (loss) from operations
|
54,039
|
|
|
(29,689
|
)
|
|
24,350
|
|
|||
Other income (expense), net
|
(53,008
|
)
|
|
—
|
|
|
(53,008
|
)
|
|||
Income (loss) before provision (benefit) for income taxes
|
1,031
|
|
|
(29,689
|
)
|
|
(28,658
|
)
|
|||
Provision (benefit) for income taxes
(5)
|
(957
|
)
|
|
(803
|
)
|
|
(1,760
|
)
|
|||
Net income (loss)
|
$
|
1,988
|
|
|
$
|
(28,886
|
)
|
|
$
|
(26,898
|
)
|
(1)
|
For the year ended December 31, 2018, the adoption of Topic 606 resulted in a
$33.3 million
decrease to Revenue for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, partially offset by increases of
$27.2 million
related to the timing of recognition of variable consideration from unredeemed vouchers,
$2.6 million
related to the timing of recognition of revenue from hotel reservation offerings and
$3.0 million
related to the timing of recognition of breakage revenue from customer credits that are not expected to be used.
|
(2)
|
Reflects decreases to Cost of revenue following the adoption of Topic 606 for refunds on service revenue transactions for which the merchant's share is not recoverable.
|
(3)
|
Reflects decreases to Marketing expense following the adoption of Topic 606 for customer credits issued for relationship purposes.
|
(4)
|
Reflects increases to Selling, general and administrative expense for the amortization of deferred contract acquisition costs in excess of amounts capitalized.
|
(5)
|
For the year ended December 31, 2018, we recognized an income tax benefit of
$6.4 million
resulting from the impact of adopting Topic 606 on intercompany activity in certain foreign jurisdictions. That income tax benefit is not reflected in this table, which presents the direct impacts of adopting Topic 606.
|
|
Year Ended December 31, 2018
|
||||||||||
|
As reported
|
|
Effects of Topic 606
|
|
Balances without adoption of Topic 606
|
||||||
North America
|
|
|
|
|
|
||||||
Service revenue:
|
|
|
|
|
|
||||||
Local
|
$
|
752,863
|
|
|
$
|
(1,050
|
)
|
|
$
|
751,813
|
|
Travel
|
71,856
|
|
|
(1,460
|
)
|
|
70,396
|
|
|||
Goods
|
18,283
|
|
|
113
|
|
|
18,396
|
|
|||
Product revenue - Goods
|
796,393
|
|
|
—
|
|
|
796,393
|
|
|||
Total North America revenue
|
1,639,395
|
|
|
(2,397
|
)
|
|
1,636,998
|
|
|||
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
||||||
Service revenue:
|
|
|
|
|
|
||||||
Local
|
306,700
|
|
|
2,286
|
|
|
308,986
|
|
|||
Travel
|
41,183
|
|
|
(262
|
)
|
|
40,921
|
|
|||
Goods
|
14,602
|
|
|
895
|
|
|
15,497
|
|
|||
Product revenue - Goods
|
634,866
|
|
|
—
|
|
|
634,866
|
|
|||
Total International revenue
|
997,351
|
|
|
2,919
|
|
|
1,000,270
|
|
|||
|
|
|
|
|
|
||||||
Consolidated
|
|
|
|
|
|
||||||
Service revenue:
|
|
|
|
|
|
||||||
Local
|
1,059,563
|
|
|
1,236
|
|
|
1,060,799
|
|
|||
Travel
|
113,039
|
|
|
(1,722
|
)
|
|
111,317
|
|
|||
Goods
|
32,885
|
|
|
1,008
|
|
|
33,893
|
|
|||
Product revenue - Goods
|
1,431,259
|
|
|
—
|
|
|
1,431,259
|
|
|||
Total Consolidated Revenue
|
$
|
2,636,746
|
|
|
$
|
522
|
|
|
$
|
2,637,268
|
|
|
Customer Credits
|
||
Balance as of January 1, 2018
|
$
|
19,414
|
|
Credits issued
|
126,874
|
|
|
Credits redeemed
(1)
|
(112,161
|
)
|
|
Breakage revenue recognized
|
(18,802
|
)
|
|
Foreign currency translation
|
(207
|
)
|
|
Balance as of December 31, 2018
|
$
|
15,118
|
|
(1)
|
Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by us. When customer credits are redeemed for goods or services provided by a third-party merchant, service revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. When customer credits are redeemed for merchandise inventory sold by us, product revenue is recognized on a gross basis equal to the amount of the customer credit liability derecognized. Customer credits are primarily used within one year of issuance.
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
|
Employee Severance and Benefit Costs
|
|
Asset Impairments
|
|
Other Exit Costs
|
|
Total Restructuring Charges
|
||||||||
North America
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177
|
|
|
$
|
177
|
|
International
|
|
(353
|
)
|
|
—
|
|
|
40
|
|
|
(313
|
)
|
||||
Consolidated
|
|
$
|
(353
|
)
|
|
$
|
—
|
|
|
$
|
217
|
|
|
$
|
(136
|
)
|
|
|
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
|
|
(1)
|
The employee severance and benefit costs for the years ended December 31, 2017 and 2016 related to the termination of approximately
750
and
900
employees.
|
(2)
|
Asset impairments related to property, equipment and software that were determined to be impaired as a result of our restructuring activities.
|
|
|
Employee Severance and Benefit Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
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
|
|
Charges payable in cash
|
|
(353
|
)
|
|
217
|
|
|
(136
|
)
|
|||
Cash payments
|
|
(2,256
|
)
|
|
(521
|
)
|
|
(2,777
|
)
|
|||
Foreign currency translation
|
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Balance as of December 31, 2018
|
|
$
|
1,119
|
|
|
$
|
—
|
|
|
$
|
1,119
|
|
(1)
|
Excludes stock-based compensation of
$0.8 million
related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of our restructuring activities.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
23,349
|
|
|
$
|
30,095
|
|
|
$
|
(119,095
|
)
|
International
|
(22,318
|
)
|
|
6,050
|
|
|
(52,432
|
)
|
|||
Income (loss) before provision (benefit) for income taxes
|
$
|
1,031
|
|
|
$
|
36,145
|
|
|
$
|
(171,527
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Continuing Operations
|
$
|
(957
|
)
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
2,771
|
|
|||
Total
|
$
|
(957
|
)
|
|
$
|
7,544
|
|
|
$
|
(2,547
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current taxes:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
768
|
|
|
$
|
(120
|
)
|
|
$
|
(1,093
|
)
|
State
|
57
|
|
|
191
|
|
|
912
|
|
|||
International
|
3,218
|
|
|
6,870
|
|
|
5,311
|
|
|||
Total current taxes
|
4,043
|
|
|
6,941
|
|
|
5,130
|
|
|||
Deferred taxes:
|
|
|
|
|
|
||||||
U.S. federal
|
(319
|
)
|
|
(1,335
|
)
|
|
(4,262
|
)
|
|||
State
|
—
|
|
|
50
|
|
|
(11
|
)
|
|||
International
|
(4,681
|
)
|
|
1,888
|
|
|
(6,175
|
)
|
|||
Total deferred taxes
|
(5,000
|
)
|
|
603
|
|
|
(10,448
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(957
|
)
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. federal income tax provision (benefit) at statutory rate
|
$
|
216
|
|
|
$
|
12,651
|
|
|
$
|
(60,035
|
)
|
Foreign income and losses taxed at different rates
(1)
|
2,113
|
|
|
4,524
|
|
|
9,410
|
|
|||
State income taxes, net of federal benefits, and state tax credits
|
1,966
|
|
|
(4,980
|
)
|
|
(4,694
|
)
|
|||
Change in valuation allowances
|
3,829
|
|
|
(36,057
|
)
|
|
13,797
|
|
|||
Effect of income tax rate changes on deferred items
(2)
|
1,544
|
|
|
20,466
|
|
|
7,135
|
|
|||
Tax effects of intercompany transactions
|
607
|
|
|
3,332
|
|
|
853
|
|
|||
Adjustments related to uncertain tax positions
|
18
|
|
|
1,824
|
|
|
(4,899
|
)
|
|||
Non-deductible stock-based compensation expense
|
3,239
|
|
|
5,002
|
|
|
6,724
|
|
|||
Tax shortfalls on stock-based compensation awards
|
(335
|
)
|
|
4,290
|
|
|
12,585
|
|
|||
Non-deductible (or non-taxable) change in fair value of investment
|
—
|
|
|
—
|
|
|
4,484
|
|
|||
Federal research and development credits
|
(8,331
|
)
|
|
(7,862
|
)
|
|
(8,547
|
)
|
|||
Forgiveness of intercompany liabilities
|
(1,340
|
)
|
|
(2,494
|
)
|
|
15,187
|
|
|||
Deductions for investments in subsidiaries that have ceased operations
|
—
|
|
|
—
|
|
|
(645
|
)
|
|||
Ordinary stock loss
|
(11,815
|
)
|
|
—
|
|
|
—
|
|
|||
Non-taxable gains on business dispositions
|
—
|
|
|
—
|
|
|
(3,481
|
)
|
|||
Non-deductible or non-taxable items
|
7,332
|
|
|
6,848
|
|
|
6,808
|
|
|||
Provision (benefit) for income taxes
|
$
|
(957
|
)
|
|
$
|
7,544
|
|
|
$
|
(5,318
|
)
|
(1)
|
Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2018. This results in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2018, 2017 and 2016, 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 rate reduction did not impact our provision for income taxes for the year ended December 31, 2017 due to the valuation allowance against our U.S. net deferred tax assets.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
25,694
|
|
|
$
|
36,786
|
|
Stock-based compensation
|
5,167
|
|
|
3,720
|
|
||
Net operating loss and tax credit carryforwards
|
206,328
|
|
|
208,040
|
|
||
Intangible assets, net
|
16,482
|
|
|
23,722
|
|
||
Investments
|
5,916
|
|
|
814
|
|
||
Unrealized foreign currency exchange losses
|
1,882
|
|
|
2,771
|
|
||
Other
|
1,021
|
|
|
687
|
|
||
Total deferred tax assets
|
262,490
|
|
|
276,540
|
|
||
Less: Valuation allowances
|
(228,023
|
)
|
|
(238,702
|
)
|
||
Deferred tax assets, net of valuation allowance
|
34,467
|
|
|
37,838
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Prepaid expenses and other assets
|
(12,737
|
)
|
|
(10,011
|
)
|
||
Property, equipment and software, net
|
(12,576
|
)
|
|
(11,315
|
)
|
||
Convertible senior notes
|
(2,457
|
)
|
|
(2,773
|
)
|
||
Deferred revenue
|
(7,255
|
)
|
|
(10,436
|
)
|
||
Total deferred tax liabilities
|
(35,025
|
)
|
|
(34,535
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(558
|
)
|
|
$
|
3,303
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning Balance
|
$
|
87,359
|
|
|
$
|
80,081
|
|
|
$
|
79,637
|
|
Increases related to prior year tax positions
|
1,500
|
|
|
960
|
|
|
1,708
|
|
|||
Decreases related to prior year tax positions
|
(21
|
)
|
|
(1,196
|
)
|
|
(3,154
|
)
|
|||
Increases related to current year tax positions
|
7,533
|
|
|
9,571
|
|
|
11,443
|
|
|||
Decreases based on settlements with taxing authorities
|
—
|
|
|
—
|
|
|
(3,176
|
)
|
|||
Decreases due to lapse of statute limitations
|
(9,447
|
)
|
|
(3,777
|
)
|
|
(4,906
|
)
|
|||
Foreign currency translation
|
713
|
|
|
1,720
|
|
|
(1,471
|
)
|
|||
Ending Balance
|
$
|
87,637
|
|
|
$
|
87,359
|
|
|
$
|
80,081
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
December 31, 2018
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value option investments
|
$
|
73,902
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73,902
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Redeemable preferred shares
|
10,340
|
|
|
—
|
|
|
—
|
|
|
10,340
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
1,529
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
December 31, 2017
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Assets
|
|
|
|
|
|
||||||
Fair value option investments:
|
|
|
|
|
|
||||||
Beginning Balance
|
$
|
82,966
|
|
|
$
|
82,584
|
|
|
$
|
130,725
|
|
Total gains (losses) included in earnings
|
(9,064
|
)
|
|
382
|
|
|
(48,141
|
)
|
|||
Ending Balance
|
$
|
73,902
|
|
|
$
|
82,966
|
|
|
$
|
82,584
|
|
Unrealized (losses) gains still held
(1)
|
$
|
(9,064
|
)
|
|
$
|
382
|
|
|
$
|
(48,141
|
)
|
Available-for-sale securities
|
|
|
|
|
|
||||||
Convertible debt securities:
|
|
|
|
|
|
||||||
Beginning Balance
|
$
|
11,354
|
|
|
$
|
10,038
|
|
|
$
|
10,116
|
|
Purchases and acquisition of convertible debt securities
|
—
|
|
|
1,612
|
|
|
—
|
|
|||
Proceeds from sales and maturities of convertible debt securities
|
(8,594
|
)
|
|
(1,843
|
)
|
|
(1,685
|
)
|
|||
Transfer to other equity method investment upon conversion of convertible debt security
|
(4,008
|
)
|
|
—
|
|
|
—
|
|
|||
Total gains (losses) included in other comprehensive income (loss)
|
(1,148
|
)
|
|
(437
|
)
|
|
703
|
|
|||
Total gains (losses) included in earnings
(2)
|
2,396
|
|
|
1,984
|
|
|
904
|
|
|||
Ending Balance
|
$
|
—
|
|
|
$
|
11,354
|
|
|
$
|
10,038
|
|
Unrealized gains (losses) still held
(1)
|
$
|
—
|
|
|
$
|
1,303
|
|
|
$
|
1,607
|
|
Redeemable preferred shares:
|
|
|
|
|
|
||||||
Beginning Balance
|
$
|
15,431
|
|
|
$
|
17,444
|
|
|
$
|
22,834
|
|
Total gains (losses) included in other comprehensive income (loss)
|
379
|
|
|
931
|
|
|
(816
|
)
|
|||
Other-than-temporary impairment included in earnings
|
(5,470
|
)
|
|
(2,944
|
)
|
|
—
|
|
|||
Transfer to cost method investment classification upon elimination of redemption feature
|
—
|
|
|
—
|
|
|
(4,574
|
)
|
|||
Ending Balance
|
$
|
10,340
|
|
|
$
|
15,431
|
|
|
$
|
17,444
|
|
Unrealized gains (losses) still held
(1)
|
$
|
(5,091
|
)
|
|
$
|
(2,013
|
)
|
|
$
|
(816
|
)
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Contingent Consideration:
|
|
|
|
|
|
||||||
Beginning Balance
|
$
|
—
|
|
|
$
|
14,588
|
|
|
$
|
10,781
|
|
Issuance of contingent consideration in connection with acquisitions
|
1,589
|
|
|
—
|
|
|
—
|
|
|||
Settlements of contingent consideration liabilities
|
—
|
|
|
(7,858
|
)
|
|
—
|
|
|||
Reclass to non-fair value liabilities when no longer contingent
|
—
|
|
|
(6,778
|
)
|
|
(285
|
)
|
|||
Total losses (gains) included in earnings
|
56
|
|
|
48
|
|
|
4,092
|
|
|||
Foreign currency translation
|
(116
|
)
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
$
|
1,529
|
|
|
$
|
—
|
|
|
$
|
14,588
|
|
Unrealized losses (gains) still held
(1)
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
3,966
|
|
(1)
|
Represents the unrealized gains or losses 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.
|
|
December 31, 2017
|
||||||
|
Carrying Amount
|
|
Fair Value
|
||||
Cost method investments
(1)
|
$
|
25,438
|
|
|
$
|
32,792
|
|
(1)
|
See Note
2
,
Summary of Significant Accounting Policies
, and Note
7
,
Investments
, for information about our adoption of ASU 2016-01 on January 1, 2018 and its impact on accounting for equity investments without readily determinable fair values that were previously subject to the cost method of accounting.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Basic and diluted net income (loss) per share:
|
|
|
|
||||
Numerator
|
|
|
|
||||
Net income (loss) - continuing operations
|
$
|
1,988
|
|
|
$
|
28,601
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
13,067
|
|
|
12,587
|
|
||
Net income (loss) attributable to common stockholders - continuing operations
|
$
|
(11,079
|
)
|
|
$
|
16,014
|
|
Net income (loss) attributable to common stockholders - discontinued operations
|
—
|
|
|
(1,974
|
)
|
||
Net income (loss) attributable to common stockholders
|
$
|
(11,079
|
)
|
|
$
|
14,040
|
|
Denominator
|
|
|
|
||||
Shares used in computation of basic net income (loss) per share
|
566,511,108
|
|
|
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
|
566,511,108
|
|
|
568,418,371
|
|
||
|
|
|
|
||||
Basic net income (loss) per share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
Discontinued operations
|
0.00
|
|
|
(0.00
|
)
|
||
Basic net income (loss) per share
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
|
|
|
||||
Diluted net income (loss) per share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
Discontinued operations
|
0.00
|
|
|
(0.01
|
)
|
||
Diluted net income (loss) per share
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
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,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Restricted stock units
|
30,552,028
|
|
|
8,087,545
|
|
|
33,480,458
|
|
Other stock-based compensation awards
|
2,041,099
|
|
|
13,000
|
|
|
3,850,389
|
|
Convertible senior notes
|
46,296,300
|
|
|
46,296,300
|
|
|
34,213,474
|
|
Warrants
|
46,296,300
|
|
|
46,296,300
|
|
|
29,761,907
|
|
Total
|
125,185,727
|
|
|
100,693,145
|
|
|
101,306,228
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
North America
|
|
|
|
|
|
||||||
Service revenue:
|
|
|
|
|
|
||||||
Local
|
$
|
752,863
|
|
|
$
|
825,579
|
|
|
$
|
762,314
|
|
Travel
|
71,856
|
|
|
78,495
|
|
|
82,577
|
|
|||
Goods
|
18,283
|
|
|
16,768
|
|
|
9,068
|
|
|||
Product revenue - Goods
|
796,393
|
|
|
993,326
|
|
|
1,297,810
|
|
|||
Total North America revenue
(1)
|
1,639,395
|
|
|
1,914,168
|
|
|
2,151,769
|
|
|||
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
||||||
Service revenue:
|
|
|
|
|
|
||||||
Local
|
306,700
|
|
|
281,466
|
|
|
270,045
|
|
|||
Travel
|
41,183
|
|
|
43,786
|
|
|
49,756
|
|
|||
Goods
|
14,602
|
|
|
20,358
|
|
|
32,681
|
|
|||
Product revenue - Goods
|
634,866
|
|
|
584,099
|
|
|
509,364
|
|
|||
Total International revenue
(1)
|
$
|
997,351
|
|
|
$
|
929,709
|
|
|
$
|
861,846
|
|
(1)
|
North America includes revenue from the United States of
$1,600.2 million
,
$1,884.7 million
and
$2,120.3 million
for the years ended December 31, 2018,
2017 and 2016
. International includes revenue from the United Kingdom of
$390.4 million
,
$343.9 million
and
$321.9 million
for the years
ended December 31, 2018,
2017 and 2016
. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2018, 2017 and
2016
. Revenue is attributed to individual countries based on the location of the customer. In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within our consolidated group that undertook those transactions. Beginning in the second quarter of 2017, we updated our 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,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
North America
|
|
|
|
|
|
||||||
Service gross profit:
|
|
|
|
|
|
||||||
Local
|
$
|
671,352
|
|
|
$
|
708,573
|
|
|
$
|
660,983
|
|
Travel
|
57,945
|
|
|
60,594
|
|
|
64,355
|
|
|||
Goods
|
15,302
|
|
|
12,929
|
|
|
7,470
|
|
|||
Product gross profit - Goods
|
146,085
|
|
|
145,582
|
|
|
152,739
|
|
|||
Total North America gross profit
|
890,684
|
|
|
927,678
|
|
|
885,547
|
|
|||
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
||||||
Service gross profit:
|
|
|
|
|
|
||||||
Local
|
289,427
|
|
|
265,348
|
|
|
250,435
|
|
|||
Travel
|
38,132
|
|
|
40,288
|
|
|
45,191
|
|
|||
Goods
|
13,252
|
|
|
17,910
|
|
|
27,976
|
|
|||
Product gross profit - Goods
|
89,106
|
|
|
82,637
|
|
|
71,504
|
|
|||
Total International gross profit
|
$
|
429,917
|
|
|
$
|
406,183
|
|
|
$
|
395,106
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating income (loss)
(1) (2) (3) (4)
:
|
|
|
|
|
|
||||||
North America
|
$
|
19,909
|
|
|
$
|
(45
|
)
|
|
$
|
(85,423
|
)
|
International
|
34,130
|
|
|
29,480
|
|
|
(14,815
|
)
|
|||
Total operating income (loss)
|
$
|
54,039
|
|
|
$
|
29,435
|
|
|
$
|
(100,238
|
)
|
(1)
|
Includes stock-based compensation of
$59.7 million
,
$76.1 million
and
$104.7 million
for North America and
$5.0 million
,
$5.7 million
and
$9.5 million
for International for the years
ended
December 31, 2018
,
2017
and
2016
, respectively
.
|
(2)
|
Includes acquisition-related (benefit) expense, net of
$0.7 million
for International for the year ended December 31, 2018 and
$5.7 million
for North America for the year ended December 31, 2016.
|
(3)
|
Includes restructuring charges for North America and International. See Note
14
,
Restructuring
,
for restructuring charges by segment.
|
(4)
|
Includes a
$34.6 million
charge related to the IBM patent litigation matter for North America for the year ended December 31, 2018. See Note
10
,
Commitments and Contingencies
, for additional information.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Total assets:
|
|
|
|
||||
North America
(1)
|
$
|
958,412
|
|
|
$
|
1,045,072
|
|
International
(1)
|
683,730
|
|
|
632,433
|
|
||
Consolidated total assets
|
$
|
1,642,142
|
|
|
$
|
1,677,505
|
|
(1)
|
North America contains assets from the United States of
$940.5 million
and
$1,006.2 million
as of December 31, 2018 and 2017. International contains assets from Ireland of
$204.6 million
and
$219.7 million
as of December 31, 2018 and 2017. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2018 and 2017.
|
(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%
of our consolidated tangible property and equipment, net as of December 31, 2017. 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, 2018 and 2017.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
North America
|
$
|
101,419
|
|
|
$
|
121,616
|
|
|
$
|
116,865
|
|
International
|
14,409
|
|
|
16,211
|
|
|
19,044
|
|
|||
Consolidated total
|
$
|
115,828
|
|
|
$
|
137,827
|
|
|
$
|
135,909
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
Sept. 30,
|
|
June 30,
|
|
Mar. 31,
|
||||||||||||||||
|
2018
|
|
2018
(2)
|
|
2018
(2)
|
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
2017
|
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
799,927
|
|
|
$
|
592,883
|
|
|
$
|
617,396
|
|
|
$
|
626,540
|
|
|
$
|
873,166
|
|
|
$
|
634,466
|
|
|
$
|
662,619
|
|
|
$
|
673,626
|
|
Cost of revenue
|
433,858
|
|
|
286,894
|
|
|
293,738
|
|
|
301,655
|
|
|
486,248
|
|
|
325,041
|
|
|
334,552
|
|
|
364,175
|
|
||||||||
Gross profit
|
366,069
|
|
|
305,989
|
|
|
323,658
|
|
|
324,885
|
|
|
386,918
|
|
|
309,425
|
|
|
328,067
|
|
|
309,451
|
|
||||||||
Income (loss) from operations
|
61,876
|
|
|
53,023
|
|
|
(64,245
|
)
|
|
3,385
|
|
|
49,726
|
|
|
(1,213
|
)
|
|
(7,398
|
)
|
|
(11,680
|
)
|
||||||||
Income (loss) from continuing operations
(1)
|
49,862
|
|
|
47,175
|
|
|
(92,254
|
)
|
|
(2,795
|
)
|
|
51,071
|
|
|
3,802
|
|
|
(5,403
|
)
|
|
(20,869
|
)
|
||||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(862
|
)
|
|
(1,376
|
)
|
|
487
|
|
||||||||
Net income (loss) attributable to Groupon, Inc.
|
46,228
|
|
|
44,615
|
|
|
(95,034
|
)
|
|
(6,888
|
)
|
|
47,721
|
|
|
59
|
|
|
(9,326
|
)
|
|
(24,414
|
)
|
||||||||
Basic net income (loss) per share
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
||||||||
Basic net income (loss) per share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
Diluted net income (loss) per share
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
||||||||
Diluted net income (loss) per share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
(1)
|
Income (loss) from continuing operations includes restructuring charges of
$11.5 million
,
$4.6 million
and
$2.7 million
for the three months ended September 30, 2017, June 30, 2017 and March 31, 2017. Restructuring charges were not material for any quarterly period during the year ended December 31, 2018 or for the three months ended December 31, 2017.
|
(2)
|
Income (loss) from continuing operations includes a
$40.4 million
benefit and
$75.0 million
charge for the three months ended September 30, 2018 and June 30, 2018, related to our patent litigation with IBM. See Note
10
,
Commitments and Contingencies
, for additional information.
|
(3)
|
The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.
|
|
|
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, 2018
|
238,702
|
|
|
3,829
|
|
|
(14,508
|
)
|
|
228,023
|
|
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
|
|
(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
|
|
|
|
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/ Melissa Thomas
|
|
Chief Accounting Officer and Treasurer (Principal Accounting Officer)
|
Melissa Thomas
|
|
|
/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
|
|
_________________________
First Name
|
_________________________
Middle Name
|
________________________
Last Name
|
||||
__________________________________
Street Address
|
_______________
City
|
________
State
|
______________
Zip Code
|
|||
_________________________
Social Security Number
|
_______________________
Date of Birth
|
MALE FEMALE
|
||||
_________________________
Telephone Number
|
___________________________________
Email
|
|
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.)
|
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
|
Groupon Shared Services Private Limited
|
India
|
Groupon Japan, 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.
|