Cover_Document
Cover Document | 9 Months Ended | ||
Sep. 30, 2013 | Nov. 05, 2013 | Nov. 05, 2013 | |
Common Class A [Member] | Common Class B [Member] | ||
Entity Registrant Name | 'Groupon, Inc. | ' | ' |
Entity Central Index Key | '0001490281 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Common Stock, Shares, Outstanding | ' | 665,719,847 | 2,399,976 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,139,857 | $1,209,289 |
Accounts receivable, net | 86,233 | 96,713 |
Deferred income taxes | 30,692 | 31,211 |
Prepaid expense and other current assets | 136,543 | 150,573 |
Total current assets | 1,393,325 | 1,487,786 |
Property, equipment and software, net | 126,881 | 121,072 |
Goodwill | 218,224 | 206,684 |
Intangible assets, net | 33,182 | 42,597 |
Investments | 104,130 | 84,209 |
Deferred income taxes, non-current | 29,476 | 29,916 |
Other non-current assets | 45,322 | 59,210 |
Total Assets | 1,950,540 | 2,031,474 |
Current liabilities: | ' | ' |
Accounts payable | 33,684 | 59,865 |
Accrued merchant and supplier payables | 591,476 | 671,305 |
Accrued expenses | 211,718 | 246,924 |
Deferred income taxes | 52,216 | 53,700 |
Other current liabilities | 126,764 | 136,647 |
Total current liabilities | 1,015,858 | 1,168,441 |
Deferred income taxes, non-current | 20,356 | 20,860 |
Other non-current liabilities | 105,529 | 100,072 |
Total Liabilities | 1,141,743 | 1,289,373 |
Commitments and contingencies | ' | ' |
Stockholders' Equity | ' | ' |
Additional paid-in capital | 1,563,815 | 1,485,006 |
Treasury Stock, Value | -9,014 | 0 |
Accumulated deficit | -767,623 | -753,477 |
Accumulated other comprehensive income | 23,579 | 12,446 |
Total Groupon, Inc. Stockholders' Equity | 810,823 | 744,040 |
Noncontrolling interests | -2,026 | -1,939 |
Total Equity | 808,797 | 742,101 |
Total Liabilities and Equity | 1,950,540 | 2,031,474 |
Common Class A [Member] | ' | ' |
Stockholders' Equity | ' | ' |
Common Stock, Value, Issued | 66 | 65 |
Common Class B [Member] | ' | ' |
Stockholders' Equity | ' | ' |
Common Stock, Value, Issued | 0 | 0 |
Common Stock [Member] | ' | ' |
Stockholders' Equity | ' | ' |
Common Stock, Value, Issued | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parenthetical (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ' | ' |
Accumulated depreciation and amortization | $93,853 | $46,236 |
Common Stock [Member] | ' | ' |
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 2,010,000,000 | 2,010,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Common Class A [Member] | ' | ' |
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 666,100,949 | 654,523,706 |
Common Stock, Shares, Outstanding | 665,330,049 | 654,523,706 |
Common Class B [Member] | ' | ' |
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 2,399,976 | 2,399,976 |
Common Stock, Shares, Outstanding | 2,399,976 | 2,399,976 |
Treasury Stock [Member] | ' | ' |
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ' | ' |
Treasury Stock, Shares | -770,900 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ' | ' | ' | ' |
Third party and other | $394,987 | $423,564 | $1,252,966 | $1,466,602 |
Direct | 200,072 | 144,988 | 552,242 | 229,568 |
Total revenue | 595,059 | 568,552 | 1,805,208 | 1,696,170 |
Cost of revenue: | ' | ' | ' | ' |
Third party and other | 54,001 | 54,173 | 179,524 | 233,834 |
Direct | 181,436 | 127,613 | 502,359 | 202,634 |
Total cost of revenue | 235,437 | 181,786 | 681,883 | 436,468 |
Gross Profit | 359,622 | 386,766 | 1,123,325 | 1,259,702 |
Operating expenses: | ' | ' | ' | ' |
Marketing | 53,265 | 70,919 | 158,319 | 275,941 |
Selling, general and administrative | 294,074 | 287,978 | 904,880 | 871,455 |
Acquisition-related (benefit) expense, net | -1,529 | 2,431 | -2,276 | 744 |
Total operating expenses | 345,810 | 361,328 | 1,060,923 | 1,148,140 |
Income from operations | 13,812 | 25,438 | 62,402 | 111,562 |
Loss on equity method investments | -25 | -138 | -58 | -8,694 |
Other income (expense), net | 857 | 617 | -9,772 | 54,445 |
Income before provision for income taxes | 14,644 | 25,917 | 52,572 | 157,313 |
Provision for income taxes | 15,936 | 26,857 | 62,657 | 128,297 |
Net (loss) income | -1,292 | -940 | -10,085 | 29,016 |
Net income attributable to noncontrolling interests | -1,288 | -706 | -4,061 | -2,806 |
Net (loss) income attributable to Groupon, Inc. | -2,580 | -1,646 | -14,146 | 26,210 |
Adjustment of redeemable noncontrolling interests to redemption value | 0 | -1,333 | 0 | -12,498 |
Net (loss) income attributable to common stockholders | ($2,580) | ($2,979) | ($14,146) | $13,712 |
Net (loss) earnings per share | ' | ' | ' | ' |
Basic, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 |
Diluted, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 |
Weighted average number of shares outstanding | ' | ' | ' | ' |
Basic, weighted average number of shares outstanding | 666,432,848 | 653,223,610 | 662,531,567 | 648,021,943 |
Diluted, weighted average number of shares outstanding | 666,432,848 | 653,223,610 | 662,531,567 | 663,557,250 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net (loss) income | ($1,292) | ($940) | ($10,085) | $29,016 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' | ' |
Foreign currency translation adjustments | -1,072 | -387 | 11,416 | -378 |
Unrealized loss on available-for-sale debt security | -109 | 0 | -19 | 0 |
Other comprehensive (loss) income | -1,181 | -387 | 11,397 | -378 |
Comprehensive (loss) income | -2,473 | -1,327 | 1,312 | 28,638 |
Less: Comprehensive income attributable to noncontrolling interests | -1,302 | -1,300 | -4,325 | -3,400 |
Comprehensive (loss) income attributable to Groupon Inc. | ($3,775) | ($2,627) | ($3,013) | $25,238 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities | ' | ' |
Net (loss) income | ($10,085) | $29,016 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 65,317 | 39,836 |
Stock-based compensation | 89,223 | 77,706 |
Deferred income taxes | -1,225 | 9,608 |
Excess tax benefit on stock based compensation | -12,116 | -24,620 |
Loss on equity method investments | 58 | 8,694 |
Acquisition-related (benefit) expense, net | -2,276 | 744 |
Gain on E-Commerce transaction | 0 | -56,032 |
Change in assets and liabilities, net of acquisitions: | ' | ' |
Restricted cash | -81 | -1,855 |
Accounts receivable | 8,999 | -2,189 |
Prepaid expenses and other current assets | 13,146 | -24,937 |
Accounts payable | -25,867 | 13,174 |
Accrued merchant and supplier payables | -72,290 | 53,889 |
Accrued expenses and other current liabilities | -27,790 | 68,010 |
Other, net | 15,144 | 10,073 |
Net cash provided by operating activities | 40,157 | 201,117 |
Investing activities | ' | ' |
Purchases of property and equipment and software capitalization | -43,574 | -55,802 |
Acquisitions of businesses, net of acquired cash | -6,349 | -44,790 |
Purchases of investments | -19,583 | -33,097 |
Settlement of liability related to purchase of additional interest in consolidated subsidiary | -1,959 | 0 |
Purchases of additional interests in consolidated subsidiaries | 0 | -8,527 |
Purchases of intangible assets | -1,520 | -10 |
Net cash used in investing activities | -72,985 | -142,226 |
Financing activities | ' | ' |
Payments for Repurchase of Common Stock | -7,376 | 0 |
Excess tax benefits on stock-based compensation | 12,116 | 24,620 |
Taxes paid related to net share settlements of stock-based compensation awards | -26,504 | -7,586 |
Payments of contingent consideration from acquisitions | -780 | -4,250 |
Settlements of purchase price obligations related to acquisitions | -5,000 | 0 |
Proceeds from stock option exercises and employee stock purchase plan | 6,578 | 8,868 |
Partnership distributions to noncontrolling interest holders | -4,286 | -3,062 |
Payments of capital lease obligations | -1,001 | 0 |
Net cash (used in) provided by financing activities | -26,253 | 18,590 |
Effect of exchange rate changes on cash and cash equivalents | -10,351 | 595 |
Net (decrease) increase in cash and cash equivalents | -69,432 | 78,076 |
Cash and cash equivalents, beginning of period | 1,209,289 | 1,122,935 |
Cash and cash equivalents, end of period | 1,139,857 | 1,201,011 |
Non-cash investing and financing activities | ' | ' |
Stock Issued During Period, Value, Acquisitions | 3,051 | 0 |
Contingent consideration liabilities incurred in connection with acquisitions | 3,567 | 2,521 |
Equipment acquired under capital lease obligations | 7,377 | 0 |
Shares issued to settle liability-classified awards, value | 3,394 | 0 |
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 1,713 | 6,858 |
Contribution of investment in E-Commerce transaction | 0 | 47,042 |
Liability incurred in E-Commerce transaction | 0 | 527 |
liability for purchases of treasury stock | $1,638 | $0 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total Groupon Inc. Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total Equity [Member] |
In Thousands, except Share data, unless otherwise specified | |||||||||
Beginning Balance, Equity at Dec. 31, 2012 | $742,101 | $65 | $1,485,006 | $0 | ($753,477) | $12,446 | $744,040 | ($1,939) | $742,101 |
Beginning Balance, Treasury Stock, Shares at Dec. 31, 2012 | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Beginning Balance, Shares Outstanding, Common at Dec. 31, 2012 | ' | 656,923,682 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -10,085 | ' | ' | ' | -14,146 | ' | -14,146 | 4,061 | -10,085 |
Foreign currency translation adjustments | 11,416 | ' | ' | ' | ' | 11,152 | 11,152 | 264 | 11,416 |
Unrealized gain on available-for-sale debt security, net of tax | ' | ' | ' | ' | ' | -19 | -19 | ' | -19 |
Stock Issued During Period, Shares, Acquisitions | ' | 276,217 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Acquisitions | 3,051 | ' | 3,051 | ' | ' | ' | 3,051 | ' | 3,051 |
Shares issued to settle liability-classified awards, shares | ' | 630,873 | ' | ' | ' | ' | ' | ' | ' |
Shares issued to settle liability-classified awards, value | 3,394 | ' | 3,394 | ' | ' | ' | 3,394 | ' | 3,394 |
Exercise of stock options, shares | ' | 3,266,115 | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options, value | ' | ' | 3,337 | ' | ' | ' | 3,337 | ' | 3,337 |
RSU, Vested in Period | ' | 10,333,706 | ' | ' | ' | ' | ' | ' | ' |
Vesting of restricted stock units, value | ' | 1 | -1 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | ' | 774,288 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Employee Stock Purchase Plan | ' | ' | 3,241 | ' | ' | ' | 3,241 | ' | 3,241 |
Tax withholding related to net share settlements of stock-based compensation awards, shares | ' | -3,703,956 | ' | ' | ' | ' | ' | ' | ' |
Tax withholding related to net share settlements of stock-based compensation awards, value | ' | ' | -26,296 | ' | ' | ' | -26,296 | ' | -26,296 |
Stock-based compensation on equity-classified awards | ' | ' | 89,292 | ' | ' | ' | 89,292 | ' | 89,292 |
Tax shortfalls, net of excess tax benefits, on stock-based compensation awards | ' | ' | 2,791 | ' | ' | ' | 2,791 | ' | 2,791 |
Treasury Stock, Shares, Acquired | 770,900 | ' | ' | -770,900 | ' | ' | ' | ' | ' |
Treasury Stock, Value, Acquired, Cost Method | 9,000 | ' | ' | -9,014 | ' | ' | -9,014 | ' | -9,014 |
Partnership distributions to noncontrolling interest holders | ' | ' | ' | ' | ' | ' | ' | -4,412 | -4,412 |
Ending Balance, Equity at Sep. 30, 2013 | $808,797 | $66 | $1,563,815 | ($9,014) | ($767,623) | $23,579 | $810,823 | ($2,026) | $808,797 |
Ending Balance, Treasury Stock, Shares at Sep. 30, 2013 | ' | ' | ' | -770,900 | ' | ' | ' | ' | ' |
Ending Balance, Shares Outstanding, Common at Sep. 30, 2013 | ' | 668,500,925 | ' | ' | ' | ' | ' | ' | ' |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | ' |
Description of Business and Basis of Presentation [Text Block] | ' |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
Company Information | |
Groupon, Inc. and subsidiaries (the "Company") is an online local commerce marketplace that connects merchants to consumers by offering goods and services at a discount. The Company also offers deals on products for which it acts as the merchant of record. The Company, which commenced operations in October 2008, sends emails to its subscribers each day with discounted offers for goods and services that are targeted by location and personal preferences. Consumers also access deals directly through the Company's websites and mobile applications. | |
The Company's operations are organized into three principal segments: North America, EMEA, which is comprised of Europe, Middle East and Africa, and the remainder of the Company's international operations ("Rest of World"). During the second quarter of 2013, the Company changed the composition of its operating segments to separate its former International segment between EMEA and Rest of World. See Note 11 "Segment Information" for further information. | |
Unaudited Interim Financial Information | |
The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. These condensed consolidated financial statements are unaudited and, in the Company's opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company's condensed consolidated balance sheets, statements of operations, comprehensive (loss) income, cash flows and stockholders' equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on February 27, 2013. | |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly‑owned subsidiaries and majority‑owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as "Noncontrolling interests" and "Redeemable noncontrolling interests." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under either the equity method or cost method of accounting, as appropriate. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the condensed consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, stock‑based compensation, income taxes, valuation of acquired goodwill and intangible assets, investments, customer refunds, contingent liabilities and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. |
Business_Combinations
Business Combinations | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
BUSINESS COMBINATIONS | |||||
The Company acquired six businesses during the nine months ended September 30, 2013. These business combinations were accounted for using the acquisition method, and the results of each of those acquired businesses have been included in the condensed consolidated financial statements beginning on the respective acquisition dates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The allocations of the purchase price for these acquisitions have been prepared on a preliminary basis, and changes to those allocations may occur as additional information becomes available. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid this premium for a number of reasons, including acquiring an experienced workforce and enhancing technology capabilities. The goodwill is generally not deductible for tax purposes. | |||||
Liabilities for contingent consideration (i.e., earn-outs) are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred and subsequent changes in fair value recorded within earnings as "Acquisition-related (benefit) expense, net." See Note 9 "Fair Value Measurements" for information about fair value measurements of contingent consideration liabilities. | |||||
The primary purpose of the Company's six acquisitions during the nine months ended September 30, 2013 was to enhance the Company's technology capabilities, acquire an experienced workforce and to expand and advance product offerings. The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $15.1 million, which consisted of the following (in thousands): | |||||
Fair Value of Consideration Transferred | Fair Value | ||||
Cash | $ | 8,459 | |||
Issuance of Class A common stock | 3,051 | ||||
Contingent consideration | 3,567 | ||||
Total | $ | 15,077 | |||
The following table summarizes the allocation of the aggregate purchase price of acquisitions for the nine months ended September 30, 2013 (in thousands): | |||||
Net working capital (including acquired cash of $2.1 million) | $ | 1,728 | |||
Property and equipment | 99 | ||||
Goodwill | 8,794 | ||||
Intangible assets: (1) | |||||
Subscriber relationships | 1,928 | ||||
Merchant relationships | 557 | ||||
Developed technology | 2,373 | ||||
Other intangible assets | 50 | ||||
Net deferred tax liability | (452 | ) | |||
Total purchase price | $ | 15,077 | |||
-1 | Acquired intangible assets have estimated useful lives of between 1 and 5 years. | ||||
Pro forma results of operations have not been presented because the effects of these business combinations, individually and in the aggregate, were not material to the Company's condensed consolidated results of operations. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||||||
Goodwill is tested for impairment at the reporting unit level. Prior to the second quarter of 2013, the Company's four reporting units were North America, EMEA, Asia Pacific ("APAC") and Latin America ("LATAM"). As discussed in Note 11 "Segment Information," the Company changed the composition of its operating segments during the second quarter of 2013 to separate its former International segment between EMEA and Rest of World. As a result of this change in operating segments, the Company's former EMEA reporting unit has been disaggregated into four new reporting units for goodwill impairment testing purposes: Southern EMEA, Western EMEA, Northern EMEA and Eastern/Central EMEA. Goodwill from the former EMEA reporting unit was reallocated to the four new EMEA reporting units based on their relative fair values. | |||||||||||||||||||||
Due to the establishment of the four new reporting units during the second quarter of 2013, the Company performed an interim goodwill impairment evaluation for those reporting units as of June 30, 2013. For the Southern EMEA and Northern EMEA reporting units, there was no impairment of goodwill because the fair values of those reporting units exceeded their carrying values. As of the June 30, 2013 testing date, liabilities exceeded assets for the Western EMEA and Eastern/Central EMEA reporting units. For reporting units with a negative book value (i.e., excess of liabilities over assets), qualitative factors are evaluated to determine whether it is necessary to perform the second step of the goodwill impairment test. Based on that evaluation, which included consideration of the significant growth of the businesses and improvement in their operating performance since they were acquired in May 2010, the Company determined that the likelihood of a goodwill impairment for the two reporting units with negative book values did not reach the more-likely-than-not threshold specified in U.S. GAAP. Accordingly, the Company concluded that the goodwill relating to the Western EMEA and Eastern/Central EMEA reporting units was not impaired as of June 30, 2013 and step two of the goodwill impairment test was not required to be performed. The Company also tested the former EMEA reporting unit for goodwill impairment immediately prior to the establishment of the four new reporting units and there was no impairment of goodwill because its fair value exceeded its carrying value. | |||||||||||||||||||||
The following table summarizes the Company's goodwill activity by segment for the nine months ended September 30, 2013 (in thousands): | |||||||||||||||||||||
North America | International | EMEA | Rest of World | Consolidated | |||||||||||||||||
Balance as of December 31, 2012 | $ | 79,276 | $ | 127,408 | $ | — | $ | — | $ | 206,684 | |||||||||||
Goodwill related to acquisitions | 4,401 | — | 4,393 | — | 8,794 | ||||||||||||||||
Other adjustments(1) | 1,287 | (2,638 | ) | 3,459 | 638 | 2,746 | |||||||||||||||
Reallocation to new segments | — | (124,770 | ) | 105,347 | 19,423 | — | |||||||||||||||
Balance as of September 30, 2013 | $ | 84,964 | $ | — | $ | 113,199 | $ | 20,061 | $ | 218,224 | |||||||||||
-1 | Includes changes in foreign exchange rates for goodwill and purchase accounting adjustments. | ||||||||||||||||||||
The following tables summarize the Company's other intangible assets (in thousands): | |||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||
Asset Category | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||
Subscriber relationships | $ | 44,850 | $ | 28,168 | $ | 16,682 | |||||||||||||||
Merchant relationships | 8,867 | 7,540 | 1,327 | ||||||||||||||||||
Trade names | 6,624 | 6,476 | 148 | ||||||||||||||||||
Developed technology | 22,542 | 17,475 | 5,067 | ||||||||||||||||||
Other intangible assets | 16,897 | 6,939 | 9,958 | ||||||||||||||||||
Total | $ | 99,780 | $ | 66,598 | $ | 33,182 | |||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||
Asset Category | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||
Subscriber relationships | $ | 42,075 | $ | 21,356 | $ | 20,719 | |||||||||||||||
Merchant relationships | 8,187 | 6,873 | 1,314 | ||||||||||||||||||
Trade names | 6,490 | 5,900 | 590 | ||||||||||||||||||
Developed technology | 20,000 | 10,994 | 9,006 | ||||||||||||||||||
Other intangible assets | 15,601 | 4,633 | 10,968 | ||||||||||||||||||
Total | $ | 92,353 | $ | 49,756 | $ | 42,597 | |||||||||||||||
Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 5 years. Amortization expense for these intangible assets was $5.3 million and $5.6 million for the three months ended September 30, 2013 and 2012, respectively, and $16.1 million and $15.6 million for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, the Company's estimated future amortization expense for these intangible assets is as follows (in thousands): | |||||||||||||||||||||
Remaining amounts in 2013 | $ | 5,568 | |||||||||||||||||||
2014 | 15,888 | ||||||||||||||||||||
2015 | 8,265 | ||||||||||||||||||||
2016 | 2,369 | ||||||||||||||||||||
2017 | 722 | ||||||||||||||||||||
Thereafter | 370 | ||||||||||||||||||||
$ | 33,182 | ||||||||||||||||||||
Investments
Investments | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||||||||||||
Cost and Equity Method Investments Disclosure [Text Block] | ' | |||||||||||||||||||
INVESTMENTS | ||||||||||||||||||||
The following table summarizes the Company's investments (dollars in thousands): | ||||||||||||||||||||
30-Sep-13 | Percent Ownership of Common and Preferred Stock | 31-Dec-12 | Percent Ownership of Common and Preferred Stock | |||||||||||||||||
Cost method investments: | ||||||||||||||||||||
Life Media Limited (F-tuan) | $ | 84,021 | 19 | % | $ | 77,521 | 19 | % | ||||||||||||
Other cost method investments | 15,377 | 6 | % | to | 17 | % | 1,867 | 6 | % | to | 19 | % | ||||||||
Total cost method investments | 99,398 | 79,388 | ||||||||||||||||||
Equity method investments | 1,676 | 21 | % | to | 50 | % | 1,734 | 21 | % | to | 50 | % | ||||||||
Total investments in equity interests | $ | 101,074 | $ | 81,122 | ||||||||||||||||
Available-for-sale debt security | 3,056 | 3,087 | ||||||||||||||||||
Total investments | $ | 104,130 | $ | 84,209 | ||||||||||||||||
Cost Method Investments | ||||||||||||||||||||
In June 2012, Life Media Limited ("F-tuan"), an exempted company incorporated under the laws of the Cayman Islands with operations in China, acquired the Company's 49.8% interest in E-Commerce King Limited ("E-Commerce"). In exchange for its interest in E-Commerce and an additional $25.0 million of cash consideration, the Company received a 19.1% interest in F-tuan in the form of common and Series E preferred shares. The Company recognized a non-operating gain of $56.0 million as a result of the transaction, which is included within "Other income, net" on the consolidated statement of operations for the nine months ended September 30, 2012. The gain represents the excess of the fair value of the Company's 19.1% investment in F-tuan over the carrying value of its E-Commerce investment as of the date of the transaction and the $25.0 million of cash consideration. The investment in F-tuan is accounted for using the cost method of accounting because the Company does not have the ability to exercise significant influence over the operating and financial policies of the investee. Accordingly, the investment is adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. | ||||||||||||||||||||
In August 2013, the Company entered into an exchange transaction with F-tuan whereby it received newly issued shares of Series F preferred stock in exchange for all shares of F-tuan common stock previously held by the Company and $8.0 million of cash consideration, which was paid in two installments of $6.5 million and $1.5 million in August and October 2013, respectively. The transaction was recorded at cost and the $6.5 million paid in August 2013 increased the carrying amount of the Company’s investment to $84.0 million as of September 30, 2013. The Company’s entire investment in F-tuan following this transaction is in the form of Series E and Series F preferred shares. Those preferred shares rank pari passu with certain other classes of F-tuan’s outstanding preferred stock and have an aggregate liquidation preference of $84.0 million. The Company’s voting interest in F-tuan remained 19.1% after the transaction and the investment continues to be accounted for under the cost method. | ||||||||||||||||||||
In February 2013, the Company acquired a 10.3% ownership interest in a non-U.S.-based payment processor for $13.1 million. This investment is accounted for using the cost method of accounting because the Company does not have the ability to exercise significant influence over the operating and financial policies of the investee. Accordingly, the investment is adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. | ||||||||||||||||||||
Available-for-Sale Debt Security | ||||||||||||||||||||
In November 2012, the Company purchased a convertible debt security issued by a nonpublic entity for $3.0 million and has classified the security as available-for-sale. As of September 30, 2013, the amortized cost, gross unrealized gain and fair value of this security were $3.0 million, $0.1 million and $3.1 million, respectively. As of December 31, 2012, the amortized cost, gross unrealized gain and fair value of this security were $3.0 million, $0.1 million and $3.1 million, respectively. The contractual maturity date of the security is November 1, 2015. | ||||||||||||||||||||
Other-Than-Temporary Impairment | ||||||||||||||||||||
An unrealized loss exists when the current fair value of an investment is less than its amortized cost basis. The Company conducts periodic reviews of all of its investments with unrealized losses to evaluate whether those impairments are other-than-temporary. This evaluation, which is performed at the individual investment level, consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company's intent and ability to hold the investment for a period of time that is sufficient to allow for an anticipated recovery in value. Evidence considered in this evaluation includes the amount of the impairment, the length of time that the investment has been impaired, the factors contributing to the impairment, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates, and the Company's strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery in value. Additionally, the Company considers whether it intends to sell the investment or whether it is more likely than not that it will be required to sell the investment before recovery of its amortized cost basis. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are not recorded for cost method investments and equity method investments, while such losses are recorded, net of tax, in accumulated other comprehensive income for available-for-sale securities. | ||||||||||||||||||||
The Company previously concluded that its cost method investment in F-tuan was other-than-temporarily impaired as of December 31, 2012, and the investment was written down to its fair value of $77.5 million at that time. During the three months ended September 30, 2013, the Company invested an additional $6.5 million in F-tuan, which increased the carrying amount of the Company's investment as of September 30, 2013 to $84.0 million. For purposes of measuring the fair value of this investment as of September 30, 2013, the Company applied a discounted cash flow method, which is an income approach, and the resulting value was corroborated by a market approach. The Company used a discount rate of 31%, compared to a discount rate of 30% used in the December 31, 2012 fair value measurement, and the Company used the investee's financial projections for the remainder of the year ending December 31, 2013. However, the Company applied downward adjustments to the investee's financial projections for future years in the September 30, 2013 fair value measurement based on our expectations for the investee's future performance and related market conditions. The resulting fair value measurement of the investment in F-tuan was $82.5 million, as compared to its carrying amount of $84.0 million, as of September 30, 2013. The unrealized loss as a percentage of the investment’s carrying amount decreased from 10.8% as of June 30, 2013 to 1.9% as of September 30, 2013. This improvement was attributable to the August 2013 exchange transaction described above, as the Company’s investment in common shares was exchanged for preferred shares that have a more senior position in F-tuan’s capital structure. | ||||||||||||||||||||
The factors that the Company considered in evaluating whether the unrealized loss as of September 30, 2013 constituted an other-than-temporary impairment included the severity of the impairment (i.e., an unrealized loss equal to 1.9% of the investment's carrying amount), the duration of the impairment of less than nine months and the Company's intent to hold the investment for a sufficient period of time to allow for a recovery in fair value. Based on this assessment, which also considered other qualitative factors, the Company concluded that the investment was not other-than-temporarily impaired as of September 30, 2013. However, if the operating performance of the investee deteriorates significantly in future periods or if the investee obtains additional funding at a substantially lower valuation, it may be necessary to recognize an other-than-temporary impairment charge in earnings at that time. |
Supplemental_Consolidated_Bala
Supplemental Consolidated Balance Sheet and Statement of Operations Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | ' | |||||||||||||||
Additional Financial Information Disclosures [Text Block] | ' | |||||||||||||||
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION | ||||||||||||||||
The following table summarizes the Company's other income (expense), net for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest income | $ | 487 | $ | 525 | $ | 1,348 | $ | 1,931 | ||||||||
Interest expense | (39 | ) | — | (187 | ) | — | ||||||||||
Gain on E-Commerce transaction | — | — | — | 56,032 | ||||||||||||
Foreign exchange and other | 409 | 92 | (10,933 | ) | (3,518 | ) | ||||||||||
Other income (expense), net | $ | 857 | $ | 617 | $ | (9,772 | ) | $ | 54,445 | |||||||
The following table summarizes the Company's prepaid expenses and other current assets as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Current portion of unamortized tax effects on intercompany transactions | $ | 29,513 | $ | 37,589 | ||||||||||||
Finished goods inventories | 18,949 | 39,733 | ||||||||||||||
Prepaid expenses | 26,627 | 20,964 | ||||||||||||||
Restricted cash | 16,693 | 16,507 | ||||||||||||||
VAT and other taxes receivable | 20,380 | 16,439 | ||||||||||||||
Prepaid marketing(1) | 19,243 | — | ||||||||||||||
Prepayments of inventory purchases and other(1) | 5,138 | 19,341 | ||||||||||||||
Total prepaid expenses and other current assets | $ | 136,543 | $ | 150,573 | ||||||||||||
-1 | The Company previously remitted prepayments to an online travel company in connection with a two-year agreement to offer discounted airline ticket deals. These prepayments were recorded within "Prepayments of inventory purchases and other." In June 2013, the parties entered into an amended agreement whereby the Company's prepayments were applied as consideration for certificates that can be used to obtain discounts on the purchase of air travel through the online travel company's website. The Company periodically issues these certificates to customers in connection with its marketing activities. The cost of the certificates is recorded as "Prepaid marketing" as of September 30, 2013, and marketing expense is recognized as the certificates are issued to customers. | |||||||||||||||
The following table summarizes the Company's accrued expenses as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Marketing | $ | 11,203 | $ | 11,237 | ||||||||||||
Refunds reserve | 36,382 | 69,209 | ||||||||||||||
Payroll and benefits | 62,209 | 61,557 | ||||||||||||||
Subscriber credits | 48,158 | 58,977 | ||||||||||||||
Professional fees | 16,507 | 16,938 | ||||||||||||||
Other | 37,259 | 29,006 | ||||||||||||||
Total accrued expenses | $ | 211,718 | $ | 246,924 | ||||||||||||
The following table summarizes the Company's other current liabilities as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Income taxes payable | $ | 29,018 | $ | 33,887 | ||||||||||||
VAT and sales tax payable | 41,614 | 55,728 | ||||||||||||||
Deferred revenue | 35,154 | 25,780 | ||||||||||||||
Other | 20,978 | 21,252 | ||||||||||||||
Total other current liabilities | $ | 126,764 | $ | 136,647 | ||||||||||||
The following table summarizes the Company's other non-current liabilities as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Long-term tax liabilities | $ | 83,910 | $ | 77,553 | ||||||||||||
Deferred rent | 9,414 | 9,162 | ||||||||||||||
Other | 12,205 | 13,357 | ||||||||||||||
Total other non-current liabilities | $ | 105,529 | $ | 100,072 | ||||||||||||
The following table summarizes the components of accumulated other comprehensive income as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Foreign currency translation adjustments | $ | 23,545 | $ | 12,393 | ||||||||||||
Unrealized gain on available-for-sale debt security, net of tax | 34 | 53 | ||||||||||||||
Accumulated other comprehensive income | $ | 23,579 | $ | 12,446 | ||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
COMMITMENTS AND CONTINGENCIES | |
The Company's commitments as of September 30, 2013 did not materially change from the amounts set forth in the Company's 2012 Annual Report on Form 10-K. | |
Legal Matters | |
From time to time, the Company is party to various legal proceedings incident to the operation of its business. For example, the Company is currently involved in proceedings by stockholders, former employees, intellectual property infringement suits and suits by customers (individually or as class actions) alleging, among other things, violation of the Credit Card Accountability, Responsibility and Disclosure Act, and state laws governing gift cards, stored value cards and coupons. Additionally, the Company is subject to general customer complaints seeking monetary damages, particularly in its Rest of World segment. The following is a brief description of the more significant legal proceedings. | |
On February 8, 2012, the Company issued a press release announcing its expected financial results for the fourth quarter of 2012. After finalizing its year-end financial statements, the Company announced on March 30, 2012 revised financial results, as well as a material weakness in its internal control over financial reporting related to deficiencies in its financial statement close process. The revisions resulted in a reduction to fourth quarter 2011 revenue of $14.3 million. The revisions also resulted in an increase to fourth quarter operating expenses that reduced operating income by $30.0 million, net income by $22.6 million and earnings per share by $0.04. Following this announcement, the Company and several of its current and former directors and officers were named as parties to the following outstanding securities and stockholder derivative lawsuits all arising out of the same alleged events and facts. | |
The Company is currently a defendant in a proceeding pursuant to which, on October 29, 2012, a consolidated amended class action complaint was filed against the Company, certain of its directors and officers, and the underwriters that participated in the initial public offering of the Company's Class A common stock. Originally filed in April 2012, the case is currently pending before the United States District Court for the Northern District of Illinois: In re Groupon, Inc. Securities Litigation. The complaint asserts claims pursuant to Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Allegations in the consolidated amended complaint include that the Company and its officers and directors made untrue statements or omissions of material fact by issuing inaccurate financial statements for the fiscal quarter and the fiscal year ending December 31, 2011 and by failing to disclose information about the Company's financial controls in the registration statement and prospectus for the Company's initial public offering of Class A common stock and in the Company's subsequently-issued financial statements. The putative class action lawsuit seeks an unspecified amount of monetary damages, reimbursement for fees and costs incurred in connection with the actions, including attorneys' fees, and various other forms of monetary and non-monetary relief. The defendants filed a motion to dismiss the consolidated amended complaint on January 18, 2013, which the Court denied on September 19, 2013. Defendants’ answers to the consolidated amended class action complaint are due December 6, 2013. Plaintiff filed a motion for class certification on September 26, 2013. The defendants plan to oppose this motion. The parties have agreed to a schedule for completion of briefing on class certification. | |
In addition, federal and state purported stockholder derivative lawsuits have been filed against certain of the Company's current and former directors and officers. The federal purported stockholder derivative lawsuit was originally filed in April 2012 and a consolidated stockholder derivative complaint, filed on July 30, 2012, is currently pending in the United States District Court for the Northern District of Illinois: In re Groupon Derivative Litigation. Plaintiffs assert claims for breach of fiduciary duty and abuse of control. The state derivative cases are currently pending before the Chancery Division of the Circuit Court of Cook County, Illinois: Orrego v. Lefkofsky, et al., was filed on April 5, 2012; and Kim v. Lefkofsky, et al., was filed on May 25, 2012. The state derivative complaints generally allege that the defendants breached their fiduciary duties by purportedly mismanaging the Company's business by, among other things, failing to utilize proper accounting controls and, in the case of one of the state derivative lawsuits, by engaging in alleged insider trading of the Company's Class A common stock and misappropriating information. In addition, one state derivative case asserts a claim for unjust enrichment. The derivative lawsuits purport to seek to recoup for the Company an unspecified amount of monetary damages allegedly sustained by the Company, restitution from defendants, reimbursement for fees and costs incurred in connection with the actions, including attorneys' fees, and various other forms of monetary and non-monetary relief. On June 20, 2012, the Company and the individual defendants filed a motion requesting that the court stay the federal derivative actions pending resolution of the Federal Class Actions. On July 31, 2012, the court granted defendants' motion in part, and stayed the Federal derivative actions pending a separate resolution of upcoming motions to dismiss in the federal class actions. On June 15, 2012, the state plaintiffs filed a motion to consolidate the state derivative actions, which was granted on July 2, 2012, and on July 5, 2012, the plaintiffs filed a motion for appointment of co-lead plaintiffs and co-lead counsel, which was granted on July 27, 2012. No consolidated complaint has been filed in the state derivative action. On September 14, 2012, the court granted a motion filed by the parties requesting that the court stay the state derivative actions pending the federal court's resolution of anticipated motions to dismiss in the federal class actions. On April 18, 2013, the court appointed a lead plaintiff and approved its selection of lead counsel and local counsel for the purported class. In light of the In re Groupon, Inc. Securities Litigation proceedings, the parties are discussing whether to extend the litigation stays currently in place. | |
On July 1, 2013, a putative class action captioned Weber v. Groupon, Inc. pending in the United States District Court for the Northern District of Illinois was voluntarily dismissed without prejudice by the lead plaintiff. The putative class action was originally filed as two federal putative class action securities complaints: Weber v. Groupon, Inc., et al (filed on December 21, 2012) and Earley v. Groupon, Inc. et al. (filed on January 22, 2013), consolidated as Weber v. Groupon, Inc., et al. The actions asserted claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and the allegations included that the Company and its officers and directors made untrue statements or omissions of material fact, including with respect to the Company's revenue growth and revenue mix. The putative class action lawsuit sought an unspecified amount of monetary damages, reimbursement for fees and costs incurred in connection with the actions, including attorneys' fees, and various other forms of monetary and non-monetary relief. On July 1, 2013, lead plaintiff filed a notice with the court voluntarily dismissing all claims against defendants without prejudice. On July 19, 2013, the court dismissed all claims against defendants without prejudice. | |
Two additional state stockholder derivative complaints were filed in January 2013, in the Chancery Division of the Circuit of Court of Cook County, Illinois: Charles v. Mason, et al. was filed on January 24, 2013, and Walsh v. Mason, et al. was filed on January 31, 2013. The Charles and Walsh complaints generally allege that the defendants breached their fiduciary duties through a series of statements about the Company's financial health and business prospects beginning on May 14, 2012, through November 2012 related to the Company's revenue and customer base, and alleges claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment. Both complaints seek to recoup an unspecified amount of monetary damages allegedly sustained by the Company, restitution from defendants, reimbursements for fees and costs incurred in connection with the actions, including attorneys' fees, and various other forms of non-monetary relief. On March 19, 2013, the court ordered the Charles and Walsh actions to be consolidated. On May 13, 2013, the court entered a stipulation and order granting plaintiff's request to appoint lead counsel and liaison counsel, and to stay the cases pending the Court's resolution of an anticipated motion to dismiss in Weber v. Groupon, Inc. As discussed above, the lead plaintiff in Weber subsequently voluntarily dismissed the case without prejudice. Thereafter, the state derivative plaintiffs advised that they too wished to dismiss their action without prejudice. On October 9, 2013, the court dismissed the state derivative action in its entirety without prejudice. | |
The Company intends to defend all of the securities and stockholder derivative lawsuits vigorously. | |
The Company was named as a defendant in a series of class actions that came to be consolidated into a single case in the U.S. District Court for the Southern District of California. The consolidated case is referred to as In re Groupon Marketing and Sales Practices Litigation. The Company denies liability, but the parties agreed to settle the litigation for $8.5 million before any determination had been made on the merits or with respect to class certification. Because the case had been filed as a class action, the parties were required to provide proper notice and obtain court approval for the settlement. During that process, certain individuals asserted various objections to the settlement. The parties to the case opposed the objections and on December 14, 2012, the district court approved the settlement over the various objections. | |
Subsequent to the entry of the order approving settlement, certain of the objectors filed a notice of appeal, contesting the settlement and appealing the matter to the Ninth Circuit of the U.S. Court of Appeals, where the case remains pending. The Company believes that the settlement is valid and intends to oppose the appeal. Plaintiffs also maintain that the settlement is valid and will be opposing the appeal. The settlement, however, is not effective during the pendency of the appeal. The Company does not know when the appeal will be resolved. Depending on the outcome of the appeal, it is possible that the settlement will be rejected, or that there will be further proceedings in the appellate court or district court, or that the settlement will be enforced at that time without further objections or proceedings. | |
In addition, third parties have from time to time claimed, and others may claim in the future, that the Company has infringed their intellectual property rights. The Company is subject to intellectual property disputes, and expects that it will increasingly be subject to intellectual property infringement claims as its services expand in scope and complexity. The Company has in the past been forced to litigate such claims, and several of these claims are currently pending. The Company may also become more vulnerable to third party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and as the Company becomes subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. The Company believes that additional lawsuits alleging that it has violated patent, copyright or trademark laws will be filed against it. Intellectual property claims, whether meritorious or not, are time consuming and costly to resolve, could require expensive changes in the Company's methods of doing business, or could require it to enter into costly royalty or licensing agreements. | |
The Company is also subject to, or in the future may become subject to, a variety of regulatory inquiries across the jurisdictions where the Company conducts its business, including, for example, consumer protection, marketing practices, tax and privacy rules and regulations. Any regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, injunctive relief or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm the Company's business. | |
The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and estimable. In such cases, there may be an exposure to loss in excess of the amounts accrued. Because of the inherent uncertainty related to the matters described above, including the early stage and lack of specific damage claims in many of them, we are unable to estimate a range of reasonably possible losses in excess of the amounts accrued, if any. Although the future results of litigation and claims cannot be determined, based on the information currently available the Company believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. The Company's accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future due to new developments or changes in strategy in handling these matters. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. | |
Indemnifications | |
In the normal course of business to facilitate transactions related to its operations, the Company indemnifies certain parties, including employees, lessors, service providers and merchants, with respect to various matters. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company is also subject to increased exposure to various claims as a result of its acquisitions, particularly in cases where the Company is entering into new businesses in connection with such acquisitions. The Company may also become more vulnerable to claims as it expands the range and scope of its services and is subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company's bylaws contain similar indemnification obligations to agents. | |
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, the payments that the Company has made under these agreements have not had a material impact on the operating results, financial position, or cash flows of the Company. |
Stockholders_Equity_and_StockB
Stockholders' Equity and Stock-Based Compensation Stockholders' Equity and Stock-Based Compensation | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
STOCKHOLDERS' EQUITY AND STOCK BASED COMPENSATION [Abstract] | ' | |||||||||||
Stockholders' Equity and Stock-Based Compensation [Text Block] | ' | |||||||||||
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | ||||||||||||
Common Stock | ||||||||||||
The Company's Board of Directors ("Board") has authorized three classes of common stock: Class A common stock, Class B common stock and common stock. No shares of common stock will be issued or outstanding until November 5, 2016, at which time all outstanding shares of Class A common stock and Class B common stock will automatically convert into shares of common stock. In addition, the Board has authorized shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board. | ||||||||||||
Share Repurchase Program | ||||||||||||
In August 2013, the Board authorized the Company to purchase up to $300 million of its outstanding Class A common stock over the next 24 months. The timing and amount of any share repurchases is determined based on market conditions, share price and other factors, and the program may be discontinued or suspended at any time. During the three and nine months ended September 30, 2013, the Company purchased 770,900 shares of Class A common stock for an aggregate purchase price of $9.0 million (including fees and commissions) under the share repurchase program. | ||||||||||||
Groupon, Inc. Stock Plans | ||||||||||||
The Groupon, Inc. Stock Plans (the "Plans") are administered by the Compensation Committee of the Board, which determines the number of awards to be issued, the corresponding vesting schedule and the exercise price for options. As of September 30, 2013, 4,735,450 shares were available for future issuance under the Plans. On November 5, 2013, an additional 15 million shares were authorized for future issuance under the Plans. | ||||||||||||
The Company recognized stock-based compensation expense of $26.9 million and $22.6 million for the three months ended September 30, 2013 and 2012, respectively, and $89.2 million and $77.7 million for the nine months ended September 30, 2013 and 2012, respectively, related to stock awards issued under the Plans, acquisition-related awards and subsidiary awards. The Company also capitalized $2.2 million and $3.2 million of stock-based compensation for the three months ended September 30, 2013 and 2012, respectively, and $6.9 million and $5.6 million for the nine months ended September 30, 2013 and 2012, respectively, in connection with internally-developed software. | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||
The Company is authorized to grant up to 10 million shares of common stock under its employee stock purchase plan ("ESPP"). For the nine months ended September 30, 2013, 774,288 shares of common stock were issued under the ESPP. No shares of common stock were issued under the ESPP for the nine months ended September 30, 2012. | ||||||||||||
Stock Options | ||||||||||||
The table below summarizes the stock option activity during the nine months ended September 30, 2013: | ||||||||||||
Options | Weighted- Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
(in thousands) (1) | ||||||||||||
Outstanding at December 31, 2012 | 7,713,421 | $ | 1.09 | $ | 29,063 | |||||||
Exercised | (3,266,115 | ) | $ | 1.02 | ||||||||
Forfeited | (321,345 | ) | $ | 1.5 | ||||||||
Expired | (15,625 | ) | $ | 2.06 | ||||||||
Outstanding at September 30, 2013 | 4,110,336 | $ | 1.09 | $ | 41,590 | |||||||
Exercisable at September 30, 2013 | 3,322,892 | $ | 0.88 | $ | 34,338 | |||||||
-1 | The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||
Restricted Stock Units | ||||||||||||
The table below summarizes activity regarding unvested restricted stock units under the Plans during the nine months ended September 30, 2013: | ||||||||||||
Restricted Stock Units | Weighted- Average Grant Date Fair Value (per share) | |||||||||||
Unvested at December 31, 2012 | 29,699,348 | $ | 9.31 | |||||||||
Granted | 32,945,631 | $ | 6.87 | |||||||||
Vested | (10,333,706 | ) | $ | 8.44 | ||||||||
Forfeited | (8,292,731 | ) | $ | 8.46 | ||||||||
Unvested at September 30, 2013 | 44,018,542 | $ | 7.88 | |||||||||
During the quarter ended September 30, 2013, the Company modified the terms of certain key executives' restricted stock units to allow for the partial acceleration of vesting upon an eligible termination, including in connection with a change in control. This modification did not result in the recognition of any additional stock-based compensation expense. | ||||||||||||
Restricted Stock Awards | ||||||||||||
The Company has granted restricted stock awards in connection with prior period business combinations. Compensation expense on these awards is recognized on a straight-line basis over the requisite service period. | ||||||||||||
The table below summarizes activity regarding unvested restricted stock during the nine months ended September 30, 2013: | ||||||||||||
Restricted Stock | Weighted- Average Grant Date Fair Value (per share) | |||||||||||
Unvested at December 31, 2012 | 577,048 | $ | 10.31 | |||||||||
Vested | (384,830 | ) | $ | 8.81 | ||||||||
Unvested at September 30, 2013 | 192,218 | $ | 13.32 | |||||||||
Loss_Per_Share_of_Class_A_and_
Loss Per Share of Class A and Class B Common Stock | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
LOSS PER SHARE OF CLASS A AND CLASS B COMMON STOCK [Abstract] [Abstract] | ' | ||||||||||||||||||||||||||||||||
Loss Per Share of Class A and Class B Common Stock [Text Block] | ' | ||||||||||||||||||||||||||||||||
(LOSS) EARNINGS PER SHARE OF CLASS A AND CLASS B COMMON STOCK | |||||||||||||||||||||||||||||||||
The Company computes (loss) earnings per share of Class A and Class B common stock using the two-class method. Basic (loss) earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted (loss) earnings per share is computed using the weighted-average number of common shares and the effect of potentially dilutive equity awards outstanding during the period. Potentially dilutive securities consist of stock options, restricted stock units, unvested restricted stock awards and ESPP shares. The dilutive effect of these equity awards are reflected in diluted (loss) earnings per share by application of the treasury stock method. The computation of the diluted (loss) earnings per share of Class A common stock assumes the conversion of Class B common stock, if dilutive, while the diluted (loss) earnings per share of Class B common stock does not assume the conversion of those shares. | |||||||||||||||||||||||||||||||||
The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. Under the two-class method, the undistributed earnings for each period are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, as the Company assumes the conversion of Class B common stock, if dilutive, in the computation of the diluted (loss) earnings per share of Class A common stock, the undistributed earnings are equal to net income for that computation. | |||||||||||||||||||||||||||||||||
The following tables set forth the computation of basic and diluted (loss) earnings per share of Class A and Class B common stock for the three and nine months ended September 30, 2013 and 2012 (in thousands, except share amounts and per share amounts): | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||||||||
Basic (loss) earnings per share: | |||||||||||||||||||||||||||||||||
Numerator | |||||||||||||||||||||||||||||||||
Allocation of net (loss) income | $ | (1,287 | ) | $ | (5 | ) | $ | (937 | ) | $ | (3 | ) | $ | (10,049 | ) | $ | (36 | ) | $ | 28,908 | $ | 108 | |||||||||||
Less: Allocation of adjustment of redeemable noncontrolling interests to redemption value | — | — | 1,328 | 5 | — | — | 12,452 | 46 | |||||||||||||||||||||||||
Less: Allocation of net income attributable to noncontrolling interests | 1,283 | 5 | 703 | 3 | 4,046 | 15 | 2,796 | 10 | |||||||||||||||||||||||||
Allocation of net (loss) income attributable to common stockholders | $ | (2,570 | ) | $ | (10 | ) | $ | (2,968 | ) | $ | (11 | ) | $ | (14,095 | ) | $ | (51 | ) | $ | 13,660 | $ | 52 | |||||||||||
Denominator | |||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 664,032,872 | 2,399,976 | 650,823,634 | 2,399,976 | 660,131,591 | 2,399,976 | 645,621,967 | 2,399,976 | |||||||||||||||||||||||||
Basic (loss) earnings per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.02 | $ | 0.02 | |||||||||||
Diluted (loss) earnings per share: | |||||||||||||||||||||||||||||||||
Numerator | |||||||||||||||||||||||||||||||||
Allocation of net (loss) income attributable to common stockholders | $ | (2,570 | ) | $ | (10 | ) | $ | (2,968 | ) | $ | (11 | ) | $ | (14,095 | ) | $ | (51 | ) | $ | 13,660 | $ | 52 | |||||||||||
Reallocation of net income attributable to common stockholders as a result of conversion of Class B(1) | — | — | — | — | — | — | 52 | — | |||||||||||||||||||||||||
Allocation of net (loss) income attributable to common stockholders | $ | (2,570 | ) | $ | (10 | ) | $ | (2,968 | ) | $ | (11 | ) | $ | (14,095 | ) | $ | (51 | ) | $ | 13,712 | $ | 52 | |||||||||||
Denominator | |||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding used in basic computation | 664,032,872 | 2,399,976 | 650,823,634 | 2,399,976 | 660,131,591 | 2,399,976 | 645,621,967 | 2,399,976 | |||||||||||||||||||||||||
Conversion of Class B(1) | — | — | — | — | — | — | 2,399,976 | — | |||||||||||||||||||||||||
Employee stock options(1) | — | — | — | — | — | — | 10,909,749 | — | |||||||||||||||||||||||||
Restricted shares and RSUs(1) | — | — | — | — | — | — | 4,625,558 | — | |||||||||||||||||||||||||
Weighted-average diluted shares outstanding(1) | 664,032,872 | 2,399,976 | 650,823,634 | 2,399,976 | 660,131,591 | 2,399,976 | 663,557,250 | 2,399,976 | |||||||||||||||||||||||||
Diluted (loss) earnings per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.02 | $ | 0.02 | |||||||||||
-1 | Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted loss per share calculation for the three and nine months ended September 30, 2013 and for the three months ended September 30, 2012 because the effect would be antidilutive. | ||||||||||||||||||||||||||||||||
The following outstanding equity awards are not included in the diluted (loss) earnings per share calculation above because they would have had an antidilutive effect: | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Stock options | 5,023,559 | 8,864,956 | 6,242,363 | 9,018 | |||||||||||||||||||||||||||||
Restricted stock units | 43,020,496 | 29,093,524 | 39,076,490 | 7,249,438 | |||||||||||||||||||||||||||||
Restricted stock | 217,005 | 39,390 | 357,339 | — | |||||||||||||||||||||||||||||
ESPP shares | 334,213 | — | 484,184 | — | |||||||||||||||||||||||||||||
Total | 48,595,273 | 37,997,870 | 46,160,376 | 7,258,456 | |||||||||||||||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ' | |||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||||
Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. | ||||||||||||||||||
To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: | ||||||||||||||||||
Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||||||
Level 2-Include other inputs that are directly or indirectly observable in the marketplace. | ||||||||||||||||||
Level 3-Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. | ||||||||||||||||||
In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company's assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: | ||||||||||||||||||
Cash equivalents - Cash equivalents primarily consist of AAA-rated money market funds with overnight liquidity and no stated maturities. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. | ||||||||||||||||||
Available-for-sale debt security - The Company has an investment in a convertible debt security issued by a nonpublic entity. This available-for-sale debt security is measured at fair value each reporting period, with unrealized gains and losses recorded in other comprehensive income. The Company measures its fair value using an income approach that incorporates probability-weighted outcomes. The Company has classified this investment as Level 3 due to the lack of observable market data over fair value inputs such as the fair value of the nonmarketable equity shares underlying the conversion option. Increases in the estimated fair value of the nonmarketable equity shares underlying the conversion option contribute to increases in the fair value of the available-for-sale debt security and decreases in the estimated fair value of the underlying shares contribute to decreases in its fair value. Additionally, increases in the assessed likelihood of a default by the convertible debt issuer contribute to decreases in the fair value of the available-for-sale debt security and decreases in the assessed likelihood of a default contribute to increases in its fair value. | ||||||||||||||||||
Contingent consideration - The Company has contingent obligations to transfer cash payments and equity shares to the former owners in conjunction with certain acquisitions if specified operational objectives and financial results are met over future reporting periods. Liabilities for contingent consideration (i.e., earn-outs) are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred and subsequent changes in fair value recorded in earnings as acquisition-related (benefit) expense, net. | ||||||||||||||||||
The Company uses an income approach to value contingent consideration liabilities, which is determined based on the present value of probability-weighted future cash flows using internal models. For contingent consideration to be settled in a variable number of shares of common stock, the Company used the most recent Groupon stock price as reported on the NASDAQ to determine the fair value of the shares potentially issuable as of September 30, 2013 and December 31, 2012. The Company has generally classified the contingent consideration liabilities as Level 3 due to the lack of relevant observable market data over fair value inputs such as probability-weighting for payment outcomes. Increases in the assessed likelihood of a higher payout under a contingent consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a contingent consideration arrangement contribute to decreases in the fair value of the related liability. Changes in assumptions could have an impact on the payout of contingent consideration arrangements with a maximum payout of $17.6 million cash and 0.1 million shares of the Company's common stock as of September 30, 2013. | ||||||||||||||||||
The following tables summarize the Company's assets and liabilities that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||
Fair Value Measurement at Reporting Date Using | ||||||||||||||||||
Description | As of September 30, 2013 | Quoted Prices in Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable | Unobservable | ||||||||||||||||
(Level 1) | Inputs | Inputs | ||||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||||
Assets: | ||||||||||||||||||
Cash equivalents | $ | 585,490 | $ | 585,490 | $ | — | $ | — | ||||||||||
Available-for-sale debt security | $ | 3,056 | $ | — | $ | — | $ | 3,056 | ||||||||||
Liabilities: | ||||||||||||||||||
Contingent consideration | $ | 8,112 | $ | — | $ | — | $ | 8,112 | ||||||||||
Fair Value Measurement at Reporting Date Using | ||||||||||||||||||
Description | As of December 31, 2012 | Quoted Prices in Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable | Unobservable | ||||||||||||||||
(Level 1) | Inputs | Inputs | ||||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||||
Assets: | ||||||||||||||||||
Cash equivalents | $ | 585,393 | $ | 585,393 | $ | — | $ | — | ||||||||||
Available-for-sale debt security | $ | 3,087 | $ | — | $ | — | $ | 3,087 | ||||||||||
Liabilities: | ||||||||||||||||||
Contingent consideration | $ | 7,601 | $ | — | $ | — | $ | 7,601 | ||||||||||
The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||||
Available-for-Sale Debt Security: | ||||||||||||||||||
Beginning Balance | $ | 3,233 | $ | — | $ | 3,087 | $ | — | ||||||||||
Total losses included in other comprehensive (loss) income | (177 | ) | — | (31 | ) | — | ||||||||||||
Ending Balance | $ | 3,056 | $ | — | $ | 3,056 | $ | — | ||||||||||
Unrealized losses still held(1) | $ | 177 | $ | — | $ | 31 | $ | — | ||||||||||
Liabilities | ||||||||||||||||||
Contingent Consideration: | ||||||||||||||||||
Beginning Balance | $ | 6,854 | $ | 6,081 | $ | 7,601 | $ | 11,230 | ||||||||||
Issuance of contingent consideration in connection with acquisitions | 3,537 | 2,100 | 3,567 | 2,100 | ||||||||||||||
Settlements of contingent consideration liabilities | (750 | ) | — | (780 | ) | (4,250 | ) | |||||||||||
Total (gains) losses included in earnings(2) | (1,529 | ) | 3,176 | (2,276 | ) | 2,277 | ||||||||||||
Reclass of contingent consideration from Level 2 to Level 3 | — | 1,244 | — | 1,244 | ||||||||||||||
Ending Balance | $ | 8,112 | $ | 12,601 | $ | 8,112 | $ | 12,601 | ||||||||||
Unrealized (gains) losses still held(1) | $ | (1,408 | ) | $ | 3,176 | $ | (2,155 | ) | $ | 2,277 | ||||||||
-1 | Represents the unrealized (gains) losses recorded in earnings or other comprehensive (loss) income during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. | |||||||||||||||||
-2 | Changes in the fair value of contingent consideration liabilities are classified as "Acquisition-related (benefit) expense, net" on the condensed consolidated statements of operations. | |||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||
Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment. The Company did not record any nonrecurring fair value measurements after initial recognition during the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||||||
Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value | ||||||||||||||||||
The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the condensed consolidated financial statements (in thousands): | ||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||
Cost method investments: | ||||||||||||||||||
Life Media Limited (F-tuan) | $ | 84,021 | $ | 82,451 | $ | 77,521 | (1 | ) | $ | 77,521 | ||||||||
Other cost method investments | $ | 15,377 | $ | 16,320 | $ | 1,867 | $ | 2,260 | ||||||||||
-1 | The Company's cost method investment in F-tuan was determined to be other-than-temporarily impaired and was written down to its fair value of $77.5 million as of December 31, 2012. | |||||||||||||||||
See Note 4 "Investments" for further information regarding the Company's valuation methodology for its investment in F-tuan. The fair values of the Company's other cost method investments were determined using the market approach or the income approach, depending on the availability of fair value inputs such as financial projections for the investees and market multiples for comparable companies. The Company has classified the fair value measurements of its cost method investments as Level 3 measurements within the fair value hierarchy because they involve significant unobservable inputs. | ||||||||||||||||||
The Company's other financial instruments not carried at fair value consist primarily of short term certificates of deposit, accounts receivable, restricted cash, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of these assets and liabilities approximate their respective fair values as of September 30, 2013 and December 31, 2012 due to their short term nature. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
INCOME TAXES [Abstract] | ' |
Income Taxes | ' |
INCOME TAXES | |
The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. | |
For the three months ended September 30, 2013, the Company recorded income tax expense of $15.9 million on pre-tax income of $14.6 million, for an effective tax rate of 108.8%. For the three months ended September 30, 2012, the Company recorded income tax expense of $26.9 million on pre-tax income of $25.9 million, for an effective tax rate of 103.6%. | |
For the nine months ended September 30, 2013, the Company recorded income tax expense of $62.7 million on pre-tax income of $52.6 million, for an effective tax rate of 119.2%. For the nine months ended September 30, 2012, the Company recorded income tax expense of $128.3 million on pre-tax income of $157.3 million, for an effective tax rate of 81.6%. | |
The Company's U.S. statutory rate is 35%. The most significant factors impacting the effective tax rate for the three and nine months ended September 30, 2013 and 2012 were losses in jurisdictions that the Company is not able to benefit due to uncertainty as to the realization of those losses, amortization of the tax effects of intercompany sales of intellectual property and nondeductible stock-based compensation expense. The effective tax rate for the nine months ended September 30, 2012 was also negatively impacted by the tax effects of the gain on the E-Commerce transaction, as described in Note 4 "Investments." | |
As of September 30, 2013, the unamortized tax effects of intercompany transactions of $29.5 million and $26.4 million are included within "Prepaid expenses and other current assets" and "Other non-current assets," respectively, on the condensed consolidated balance sheet. As of December 31, 2012, unamortized tax effects of intercompany transactions of $37.6 million and $46.3 million are included within "Prepaid expenses and other current assets" and "Other non-current assets," respectively, on the condensed consolidated balance sheet. As of September 30, 2013, the estimated future amortization of the tax effects of intercompany transactions to income tax expense is $8.6 million for the remainder of 2013, $27.5 million for 2014 and $19.8 million for 2015. These amounts exclude the benefits, if any, for tax deductions in other jurisdictions that the Company may be entitled to as a result of the related intercompany transactions. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
SEGMENT INFORMATION [Abstract] | ' | |||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||||||||||||||||||||||
SEGMENT INFORMATION | ||||||||||||||||||||||||||||||||
The Company previously organized its operations into two principal segments: North America, which represents the United States and Canada, and International, which represented the rest of the Company's global operations. In February 2013, the Company's former CEO was terminated by the Board of Directors and a new Office of the Chief Executive was established to serve the functions of the CEO. The Office of the Chief Executive was comprised of two members of the Board of Directors, Eric Lefkofsky and Ted Leonsis, who collectively functioned as the Company's chief operating decision-maker ("CODM"). Beginning in June 2013, the financial information reported to the CODM, which is used in making resource allocation decisions and assessing operating performance, separated the Company's former International segment between EMEA and Rest of World. As a result of this change in the financial information reported to the CODM, the Company updated its segment disclosures to separately report three segments: North America, EMEA and Rest of World. Prior period segment information has been retrospectively adjusted to reflect this change. | ||||||||||||||||||||||||||||||||
In August 2013, the Board of Directors appointed Mr. Lefkofsky as CEO. Mr. Lefkofsky was previously a member of the Office of the Chief Executive and will continue to be the Company's CODM. | ||||||||||||||||||||||||||||||||
Revenue for each segment is based on the geographic market where the sales are completed. Revenue and profit or loss information by reportable segment reconciled to consolidated net (loss) income for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
North America | ||||||||||||||||||||||||||||||||
Revenue(1) | $ | 360,838 | $ | 291,603 | $ | 1,077,574 | $ | 790,349 | ||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 335,670 | 252,510 | 962,532 | 667,655 | ||||||||||||||||||||||||||||
Segment operating income(2) | 25,168 | 39,093 | 115,042 | 122,694 | ||||||||||||||||||||||||||||
EMEA | ||||||||||||||||||||||||||||||||
Revenue(3) | 147,950 | 187,287 | 491,710 | 629,198 | ||||||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 132,346 | 158,179 | 417,222 | 531,968 | ||||||||||||||||||||||||||||
Segment operating income(2) | 15,604 | 29,108 | 74,488 | 97,230 | ||||||||||||||||||||||||||||
Rest of World | ||||||||||||||||||||||||||||||||
Revenue | 86,271 | 89,662 | 235,924 | 276,623 | ||||||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 87,890 | 107,375 | 276,105 | 306,535 | ||||||||||||||||||||||||||||
Segment operating loss(2) | (1,619 | ) | (17,713 | ) | (40,181 | ) | (29,912 | ) | ||||||||||||||||||||||||
Consolidated | ||||||||||||||||||||||||||||||||
Revenue | 595,059 | 568,552 | 1,805,208 | 1,696,170 | ||||||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 555,906 | 518,064 | 1,655,859 | 1,506,158 | ||||||||||||||||||||||||||||
Segment operating income(2) | 39,153 | 50,488 | 149,349 | 190,012 | ||||||||||||||||||||||||||||
Stock-based compensation | 26,870 | 22,619 | 89,223 | 77,706 | ||||||||||||||||||||||||||||
Acquisition-related (benefit) expense, net | (1,529 | ) | 2,431 | (2,276 | ) | 744 | ||||||||||||||||||||||||||
Loss on equity method investments | 25 | 138 | 58 | 8,694 | ||||||||||||||||||||||||||||
Other (income) expense, net | (857 | ) | (617 | ) | 9,772 | (54,445 | ) | |||||||||||||||||||||||||
Income before provision for income taxes | 14,644 | 25,917 | 52,572 | 157,313 | ||||||||||||||||||||||||||||
Provision for income taxes | 15,936 | 26,857 | 62,657 | 128,297 | ||||||||||||||||||||||||||||
Net (loss) income | $ | (1,292 | ) | $ | (940 | ) | $ | (10,085 | ) | $ | 29,016 | |||||||||||||||||||||
-1 | North America contains revenue from the United States of $349.1 million and $278.5 million for the three months ended September 30, 2013 and 2012, respectively, and $1,039.7 million and $746.8 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||||
-2 | Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision maker uses in assessing segment performance and making resource allocation decisions. For the three months ended September 30, 2013 and 2012, stock-based compensation expense was approximately $21.1 million and $13.1 million, respectively, for the North America segment, approximately $2.6 million and $3.8 million, respectively, for the EMEA segment and approximately $3.2 million and $5.8 million, respectively, for the Rest of World segment. For the three months ended September 30, 2013 and 2012, acquisition-related (benefit) expense, net was approximately $1.0 million and $1.6 million of benefit, respectively, for the North America segment and approximately $0.5 million of benefit and $4.1 million of expense, respectively, for the EMEA segment. For the nine months ended September 30, 2013 and 2012, stock-based compensation expense was approximately $69.5 million and $48.2 million, respectively, for the North America segment, approximately $9.1 million and $10.3 million, respectively, for the EMEA segment and approximately $10.6 million and $19.2 million, respectively, for the Rest of World segment. For the nine months ended September 30, 2013 and 2012, acquisition-related (benefit) expense, net was approximately $1.4 million and $2.7 million of benefit, respectively, for the North America segment and approximately $0.9 million of benefit and $3.5 million of expense, respectively, for the EMEA segment. Acquisition-related (benefit) expense, net for the North America segment includes gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the EMEA and Rest of World segments, which is consistent with the attribution used for internal reporting purposes. | |||||||||||||||||||||||||||||||
-3 | EMEA segment revenue for the three and nine months ended September 30, 2012 included an $18.5 million one-time increase to third party revenue for unredeemed vouchers ("Groupons") in Germany, which represented the cumulative impact of deals in that jurisdiction for which, based on a German tax ruling, the Company's obligation to the merchant would have ended prior to the quarter ended September 30, 2012. | |||||||||||||||||||||||||||||||
The following table summarizes the Company's total assets by reportable segment as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||||||||
North America (1) | $ | 1,186,467 | $ | 1,177,314 | ||||||||||||||||||||||||||||
EMEA | 599,523 | 649,978 | ||||||||||||||||||||||||||||||
Rest of World | 164,550 | 204,182 | ||||||||||||||||||||||||||||||
Consolidated total assets | $ | 1,950,540 | $ | 2,031,474 | ||||||||||||||||||||||||||||
-1 | North America contains assets from the United States of $1,144.6 million and $1,112.6 million as of September 30, 2013 and December 31, 2012, respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated total assets as of September 30, 2013 or December 31, 2012. | |||||||||||||||||||||||||||||||
Category Information | ||||||||||||||||||||||||||||||||
The Company offers goods and services through three primary categories: Local Deals ("Local"), Groupon Goods ("Goods") and Groupon Getaways ("Travel"). The following table summarizes the Company's third party and other and direct revenue by category for its three reportable segments for the three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 158,189 | $ | 134,993 | $ | 91,448 | $ | 109,552 | $ | 51,507 | $ | 54,632 | $ | 301,144 | $ | 299,177 | ||||||||||||||||
Direct | 1,040 | 6,450 | — | — | — | — | 1,040 | 6,450 | ||||||||||||||||||||||||
Total revenue | 159,229 | 141,443 | 91,448 | 109,552 | 51,507 | 54,632 | 302,184 | 305,627 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 3,999 | 13,064 | 32,008 | 49,649 | 17,215 | 21,661 | 53,222 | 84,374 | ||||||||||||||||||||||||
Direct | 181,915 | 126,608 | 9,271 | 9,880 | 7,846 | 2,050 | 199,032 | 138,538 | ||||||||||||||||||||||||
Total revenue | 185,914 | 139,672 | 41,279 | 59,529 | 25,061 | 23,711 | 252,254 | 222,912 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 15,695 | 10,488 | 15,223 | 18,206 | 9,703 | 11,319 | 40,621 | 40,013 | ||||||||||||||||||||||||
Direct | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total revenue | 15,695 | 10,488 | 15,223 | 18,206 | 9,703 | 11,319 | 40,621 | 40,013 | ||||||||||||||||||||||||
Total revenue | $ | 360,838 | $ | 291,603 | $ | 147,950 | $ | 187,287 | $ | 86,271 | $ | 89,662 | $ | 595,059 | $ | 568,552 | ||||||||||||||||
-1 | Includes revenue from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). | |||||||||||||||||||||||||||||||
The following table summarizes the Company's third party and other and direct revenue by category for its three reportable segments for the nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 503,899 | $ | 510,310 | $ | 311,644 | $ | 399,153 | $ | 139,915 | $ | 172,058 | $ | 955,458 | $ | 1,081,521 | ||||||||||||||||
Direct | 1,733 | 12,037 | — | — | — | — | 1,733 | 12,037 | ||||||||||||||||||||||||
Total revenue | 505,632 | 522,347 | 311,644 | 399,153 | 139,915 | 172,058 | 957,191 | 1,093,558 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 11,794 | 48,392 | 110,821 | 137,322 | 50,262 | 62,217 | 172,877 | 247,931 | ||||||||||||||||||||||||
Direct | 511,357 | 181,664 | 18,903 | 27,373 | 20,249 | 4,241 | 550,509 | 213,278 | ||||||||||||||||||||||||
Total revenue | 523,151 | 230,056 | 129,724 | 164,695 | 70,511 | 66,458 | 723,386 | 461,209 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 48,791 | 37,946 | 50,342 | 61,097 | 25,498 | 38,107 | 124,631 | 137,150 | ||||||||||||||||||||||||
Direct | — | — | — | 4,253 | — | — | — | 4,253 | ||||||||||||||||||||||||
Total revenue | 48,791 | 37,946 | 50,342 | 65,350 | 25,498 | 38,107 | 124,631 | 141,403 | ||||||||||||||||||||||||
Total revenue | $ | 1,077,574 | $ | 790,349 | $ | 491,710 | $ | 629,198 | $ | 235,924 | $ | 276,623 | $ | 1,805,208 | $ | 1,696,170 | ||||||||||||||||
-1 | Includes revenue from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). | |||||||||||||||||||||||||||||||
The following table summarizes the Company's gross profit by category for its three reportable segments for the three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 139,204 | $ | 121,817 | $ | 81,194 | $ | 99,136 | $ | 44,104 | $ | 41,319 | $ | 264,502 | $ | 262,272 | ||||||||||||||||
Direct | (847 | ) | 1,219 | — | — | — | — | (847 | ) | 1,219 | ||||||||||||||||||||||
Total gross profit | 138,357 | 123,036 | 81,194 | 99,136 | 44,104 | 41,319 | 263,655 | 263,491 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 3,519 | 11,789 | 28,036 | 44,928 | 11,530 | 15,680 | 43,085 | 72,397 | ||||||||||||||||||||||||
Direct | 18,090 | 16,279 | 907 | 2,035 | 486 | (2,158 | ) | 19,483 | 16,156 | |||||||||||||||||||||||
Total gross profit | 21,609 | 28,068 | 28,943 | 46,963 | 12,016 | 13,522 | 62,568 | 88,553 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 11,603 | 9,464 | 13,544 | 16,475 | 8,252 | 8,783 | 33,399 | 34,722 | ||||||||||||||||||||||||
Direct | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total gross profit | 11,603 | 9,464 | 13,544 | 16,475 | 8,252 | 8,783 | 33,399 | 34,722 | ||||||||||||||||||||||||
Total gross profit | $ | 171,569 | $ | 160,568 | $ | 123,681 | $ | 162,574 | $ | 64,372 | $ | 63,624 | $ | 359,622 | $ | 386,766 | ||||||||||||||||
-1 | Includes gross profit from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). | |||||||||||||||||||||||||||||||
The following table summarizes the Company's gross profit by category for its three reportable segments for the nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 439,181 | $ | 409,642 | $ | 276,300 | $ | 361,963 | $ | 118,627 | $ | 133,735 | $ | 834,108 | $ | 905,340 | ||||||||||||||||
Direct | (790 | ) | 1,909 | — | — | — | — | (790 | ) | 1,909 | ||||||||||||||||||||||
Total gross profit | 438,391 | 411,551 | 276,300 | 361,963 | 118,627 | 133,735 | 833,318 | 907,249 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 10,317 | 38,346 | 96,264 | 124,550 | 27,507 | 48,006 | 134,088 | 210,902 | ||||||||||||||||||||||||
Direct | 50,725 | 23,402 | (239 | ) | 3,009 | 187 | (1,915 | ) | 50,673 | 24,496 | ||||||||||||||||||||||
Total gross profit | 61,042 | 61,748 | 96,025 | 127,559 | 27,694 | 46,091 | 184,761 | 235,398 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 39,078 | 30,450 | 44,608 | 55,411 | 21,560 | 30,665 | 105,246 | 116,526 | ||||||||||||||||||||||||
Direct | — | — | — | 529 | — | — | — | 529 | ||||||||||||||||||||||||
Total gross profit | 39,078 | 30,450 | 44,608 | 55,940 | 21,560 | 30,665 | 105,246 | 117,055 | ||||||||||||||||||||||||
Total gross profit | $ | 538,511 | $ | 503,749 | $ | 416,933 | $ | 545,462 | $ | 167,881 | $ | 210,491 | $ | 1,123,325 | $ | 1,259,702 | ||||||||||||||||
-1 | Includes gross profit from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). |
Related_Parties
Related Parties | 9 Months Ended |
Sep. 30, 2013 | |
RELATED PARTIES [Abstract] | ' |
Related Parties | ' |
RELATED PARTIES | |
Marketing Services | |
During 2011, the Company engaged InnerWorkings, Inc. ("InnerWorkings") to provide marketing services. At that time Eric Lefkofsky, the Company's CEO, was the Executive Chairman of the Company and was a significant stockholder and director of InnerWorkings. Mr. Lefkofsky is no longer a director nor a significant stockholder in InnerWorkings. The Company recognized less than $0.1 million and $0.2 million of expense under its agreement with InnerWorkings for the three months ended September 30, 2013 and 2012, respectively, and less than $0.1 million and $0.9 million of expense under its agreement with InnerWorkings for the nine months ended September 30, 2013 and 2012, respectively. | |
Logistics Services | |
In connection with the Company's expansion of Goods offerings during 2012, the Company entered into a transportation and supply chain management agreement with Echo Global Logistics, Inc. ("Echo"). Eric Lefkofsky and two of the Company's other directors, Peter Barris and Bradley Keywell, either are currently or were previously directors of Echo and have direct and/or indirect ownership interests in Echo. Pursuant to the agreement, Echo provided services either related to carrier rate negotiation and management, shipping origin and destination coordination, inventory facility set-up and management and supply chain cost analysis. Echo received payments of approximately $1.3 million and $1.9 million for its services under the agreement for the three and nine months ended September 30, 2012, respectively, which were expensed by the Company through "Cost of revenue" on the condensed consolidated statements of operations. The Company terminated its arrangement with Echo during 2012. |
Subsequent_Events_Subsequent_E
Subsequent Events Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
SUBSEQUENT EVENT | |
On November 6, 2013, the Company entered into an agreement to acquire Living Social Korea Inc., including its subsidiary Ticket Monster Inc., a Korean e-commerce company, in exchange for aggregate consideration of $260.0 million, including at least $100.0 million in cash. The remaining $160.0 million can be paid in cash, Class A common stock or a combination thereof at the Company's election. Any shares of Class A common stock issued will be subject to registration rights. The acquisition is expected to close in the first half of 2014, subject to regulatory approval by the Korean Fair Trade Commission and satisfaction of customary closing conditions. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | ' |
Principles of Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly‑owned subsidiaries and majority‑owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as "Noncontrolling interests" and "Redeemable noncontrolling interests." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under either the equity method or cost method of accounting, as appropriate. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the condensed consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, stock‑based compensation, income taxes, valuation of acquired goodwill and intangible assets, investments, customer refunds, contingent liabilities and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | ||||
The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $15.1 million, which consisted of the following (in thousands): | |||||
Fair Value of Consideration Transferred | Fair Value | ||||
Cash | $ | 8,459 | |||
Issuance of Class A common stock | 3,051 | ||||
Contingent consideration | 3,567 | ||||
Total | $ | 15,077 | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||
The following table summarizes the allocation of the aggregate purchase price of acquisitions for the nine months ended September 30, 2013 (in thousands): | |||||
Net working capital (including acquired cash of $2.1 million) | $ | 1,728 | |||
Property and equipment | 99 | ||||
Goodwill | 8,794 | ||||
Intangible assets: (1) | |||||
Subscriber relationships | 1,928 | ||||
Merchant relationships | 557 | ||||
Developed technology | 2,373 | ||||
Other intangible assets | 50 | ||||
Net deferred tax liability | (452 | ) | |||
Total purchase price | $ | 15,077 | |||
-1 | Acquired intangible assets have estimated useful lives of between 1 and 5 years. |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||||||||||
The following table summarizes the Company's goodwill activity by segment for the nine months ended September 30, 2013 (in thousands): | |||||||||||||||||||||
North America | International | EMEA | Rest of World | Consolidated | |||||||||||||||||
Balance as of December 31, 2012 | $ | 79,276 | $ | 127,408 | $ | — | $ | — | $ | 206,684 | |||||||||||
Goodwill related to acquisitions | 4,401 | — | 4,393 | — | 8,794 | ||||||||||||||||
Other adjustments(1) | 1,287 | (2,638 | ) | 3,459 | 638 | 2,746 | |||||||||||||||
Reallocation to new segments | — | (124,770 | ) | 105,347 | 19,423 | — | |||||||||||||||
Balance as of September 30, 2013 | $ | 84,964 | $ | — | $ | 113,199 | $ | 20,061 | $ | 218,224 | |||||||||||
-1 | Includes changes in foreign exchange rates for goodwill and purchase accounting adjustments. | ||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block] | ' | ||||||||||||||||||||
The following tables summarize the Company's other intangible assets (in thousands): | |||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||
Asset Category | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||
Subscriber relationships | $ | 44,850 | $ | 28,168 | $ | 16,682 | |||||||||||||||
Merchant relationships | 8,867 | 7,540 | 1,327 | ||||||||||||||||||
Trade names | 6,624 | 6,476 | 148 | ||||||||||||||||||
Developed technology | 22,542 | 17,475 | 5,067 | ||||||||||||||||||
Other intangible assets | 16,897 | 6,939 | 9,958 | ||||||||||||||||||
Total | $ | 99,780 | $ | 66,598 | $ | 33,182 | |||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||
Asset Category | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||
Subscriber relationships | $ | 42,075 | $ | 21,356 | $ | 20,719 | |||||||||||||||
Merchant relationships | 8,187 | 6,873 | 1,314 | ||||||||||||||||||
Trade names | 6,490 | 5,900 | 590 | ||||||||||||||||||
Developed technology | 20,000 | 10,994 | 9,006 | ||||||||||||||||||
Other intangible assets | 15,601 | 4,633 | 10,968 | ||||||||||||||||||
Total | $ | 92,353 | $ | 49,756 | $ | 42,597 | |||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||||||
As of September 30, 2013, the Company's estimated future amortization expense for these intangible assets is as follows (in thousands): | |||||||||||||||||||||
Remaining amounts in 2013 | $ | 5,568 | |||||||||||||||||||
2014 | 15,888 | ||||||||||||||||||||
2015 | 8,265 | ||||||||||||||||||||
2016 | 2,369 | ||||||||||||||||||||
2017 | 722 | ||||||||||||||||||||
Thereafter | 370 | ||||||||||||||||||||
$ | 33,182 | ||||||||||||||||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||||||||||||
Schedule of Cost and Equity Method Investments [Table Text Block] | ' | |||||||||||||||||||
The following table summarizes the Company's investments (dollars in thousands): | ||||||||||||||||||||
30-Sep-13 | Percent Ownership of Common and Preferred Stock | 31-Dec-12 | Percent Ownership of Common and Preferred Stock | |||||||||||||||||
Cost method investments: | ||||||||||||||||||||
Life Media Limited (F-tuan) | $ | 84,021 | 19 | % | $ | 77,521 | 19 | % | ||||||||||||
Other cost method investments | 15,377 | 6 | % | to | 17 | % | 1,867 | 6 | % | to | 19 | % | ||||||||
Total cost method investments | 99,398 | 79,388 | ||||||||||||||||||
Equity method investments | 1,676 | 21 | % | to | 50 | % | 1,734 | 21 | % | to | 50 | % | ||||||||
Total investments in equity interests | $ | 101,074 | $ | 81,122 | ||||||||||||||||
Available-for-sale debt security | 3,056 | 3,087 | ||||||||||||||||||
Total investments | $ | 104,130 | $ | 84,209 | ||||||||||||||||
Supplemental_Consolidated_Bala1
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | ' | |||||||||||||||
Schedule of Other Income (Expense) [Table Text Block] | ' | |||||||||||||||
The following table summarizes the Company's other income (expense), net for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest income | $ | 487 | $ | 525 | $ | 1,348 | $ | 1,931 | ||||||||
Interest expense | (39 | ) | — | (187 | ) | — | ||||||||||
Gain on E-Commerce transaction | — | — | — | 56,032 | ||||||||||||
Foreign exchange and other | 409 | 92 | (10,933 | ) | (3,518 | ) | ||||||||||
Other income (expense), net | $ | 857 | $ | 617 | $ | (9,772 | ) | $ | 54,445 | |||||||
Schedule of Prepaid Expenses and Other Current Assets [Table Text Block] | ' | |||||||||||||||
The following table summarizes the Company's prepaid expenses and other current assets as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Current portion of unamortized tax effects on intercompany transactions | $ | 29,513 | $ | 37,589 | ||||||||||||
Finished goods inventories | 18,949 | 39,733 | ||||||||||||||
Prepaid expenses | 26,627 | 20,964 | ||||||||||||||
Restricted cash | 16,693 | 16,507 | ||||||||||||||
VAT and other taxes receivable | 20,380 | 16,439 | ||||||||||||||
Prepaid marketing(1) | 19,243 | — | ||||||||||||||
Prepayments of inventory purchases and other(1) | 5,138 | 19,341 | ||||||||||||||
Total prepaid expenses and other current assets | $ | 136,543 | $ | 150,573 | ||||||||||||
-1 | The Company previously remitted prepayments to an online travel company in connection with a two-year agreement to offer discounted airline ticket deals. These prepayments were recorded within "Prepayments of inventory purchases and other." In June 2013, the parties entered into an amended agreement whereby the Company's prepayments were applied as consideration for certificates that can be used to obtain discounts on the purchase of air travel through the online travel company's website. The Company periodically issues these certificates to customers in connection with its marketing activities. The cost of the certificates is recorded as "Prepaid marketing" as of September 30, 2013, and marketing expense is recognized as the certificates are issued to customers. | |||||||||||||||
Schedule of Accrued Expenses [Table Text Block] | ' | |||||||||||||||
The following table summarizes the Company's accrued expenses as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Marketing | $ | 11,203 | $ | 11,237 | ||||||||||||
Refunds reserve | 36,382 | 69,209 | ||||||||||||||
Payroll and benefits | 62,209 | 61,557 | ||||||||||||||
Subscriber credits | 48,158 | 58,977 | ||||||||||||||
Professional fees | 16,507 | 16,938 | ||||||||||||||
Other | 37,259 | 29,006 | ||||||||||||||
Total accrued expenses | $ | 211,718 | $ | 246,924 | ||||||||||||
Schedule of Other Current Liabilities [Table Text Block] | ' | |||||||||||||||
The following table summarizes the Company's other current liabilities as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Income taxes payable | $ | 29,018 | $ | 33,887 | ||||||||||||
VAT and sales tax payable | 41,614 | 55,728 | ||||||||||||||
Deferred revenue | 35,154 | 25,780 | ||||||||||||||
Other | 20,978 | 21,252 | ||||||||||||||
Total other current liabilities | $ | 126,764 | $ | 136,647 | ||||||||||||
Schedule of Other Liabilities, Noncurrent [Table Text Block] | ' | |||||||||||||||
The following table summarizes the Company's other non-current liabilities as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
Long-term tax liabilities | $ | 83,910 | $ | 77,553 | ||||||||||||
Deferred rent | 9,414 | 9,162 | ||||||||||||||
Other | 12,205 | 13,357 | ||||||||||||||
Total other non-current liabilities | $ | 105,529 | $ | 100,072 | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||
The following table summarizes the components of accumulated other comprehensive income as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Foreign currency translation adjustments | $ | 23,545 | $ | 12,393 | ||||||||||||
Unrealized gain on available-for-sale debt security, net of tax | 34 | 53 | ||||||||||||||
Accumulated other comprehensive income | $ | 23,579 | $ | 12,446 | ||||||||||||
Stockholders_Equity_and_StockB1
Stockholders' Equity and Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stock-Based Compensation [Abstract] | ' | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||
The table below summarizes the stock option activity during the nine months ended September 30, 2013: | ||||||||||||
Options | Weighted- Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
(in thousands) (1) | ||||||||||||
Outstanding at December 31, 2012 | 7,713,421 | $ | 1.09 | $ | 29,063 | |||||||
Exercised | (3,266,115 | ) | $ | 1.02 | ||||||||
Forfeited | (321,345 | ) | $ | 1.5 | ||||||||
Expired | (15,625 | ) | $ | 2.06 | ||||||||
Outstanding at September 30, 2013 | 4,110,336 | $ | 1.09 | $ | 41,590 | |||||||
Exercisable at September 30, 2013 | 3,322,892 | $ | 0.88 | $ | 34,338 | |||||||
-1 | The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of September 30, 2013 and December 31, 2012, respectively | |||||||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | ' | |||||||||||
The table below summarizes activity regarding unvested restricted stock units under the Plans during the nine months ended September 30, 2013: | ||||||||||||
Restricted Stock Units | Weighted- Average Grant Date Fair Value (per share) | |||||||||||
Unvested at December 31, 2012 | 29,699,348 | $ | 9.31 | |||||||||
Granted | 32,945,631 | $ | 6.87 | |||||||||
Vested | (10,333,706 | ) | $ | 8.44 | ||||||||
Forfeited | (8,292,731 | ) | $ | 8.46 | ||||||||
Unvested at September 30, 2013 | 44,018,542 | $ | 7.88 | |||||||||
Schedule of Nonvested Restricted Stock Units Activity, Acquisition [Table Text Block] | ' | |||||||||||
The table below summarizes activity regarding unvested restricted stock during the nine months ended September 30, 2013: | ||||||||||||
Restricted Stock | Weighted- Average Grant Date Fair Value (per share) | |||||||||||
Unvested at December 31, 2012 | 577,048 | $ | 10.31 | |||||||||
Vested | (384,830 | ) | $ | 8.81 | ||||||||
Unvested at September 30, 2013 | 192,218 | $ | 13.32 | |||||||||
Loss_Per_Share_of_Class_A_and_1
Loss Per Share of Class A and Class B Common Stock (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
LOSS PER SHARE OF CLASS A AND CLASS B COMMON STOCK [Abstract] [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Earnings per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
The following tables set forth the computation of basic and diluted (loss) earnings per share of Class A and Class B common stock for the three and nine months ended September 30, 2013 and 2012 (in thousands, except share amounts and per share amounts): | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||||||||
Basic (loss) earnings per share: | |||||||||||||||||||||||||||||||||
Numerator | |||||||||||||||||||||||||||||||||
Allocation of net (loss) income | $ | (1,287 | ) | $ | (5 | ) | $ | (937 | ) | $ | (3 | ) | $ | (10,049 | ) | $ | (36 | ) | $ | 28,908 | $ | 108 | |||||||||||
Less: Allocation of adjustment of redeemable noncontrolling interests to redemption value | — | — | 1,328 | 5 | — | — | 12,452 | 46 | |||||||||||||||||||||||||
Less: Allocation of net income attributable to noncontrolling interests | 1,283 | 5 | 703 | 3 | 4,046 | 15 | 2,796 | 10 | |||||||||||||||||||||||||
Allocation of net (loss) income attributable to common stockholders | $ | (2,570 | ) | $ | (10 | ) | $ | (2,968 | ) | $ | (11 | ) | $ | (14,095 | ) | $ | (51 | ) | $ | 13,660 | $ | 52 | |||||||||||
Denominator | |||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 664,032,872 | 2,399,976 | 650,823,634 | 2,399,976 | 660,131,591 | 2,399,976 | 645,621,967 | 2,399,976 | |||||||||||||||||||||||||
Basic (loss) earnings per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.02 | $ | 0.02 | |||||||||||
Diluted (loss) earnings per share: | |||||||||||||||||||||||||||||||||
Numerator | |||||||||||||||||||||||||||||||||
Allocation of net (loss) income attributable to common stockholders | $ | (2,570 | ) | $ | (10 | ) | $ | (2,968 | ) | $ | (11 | ) | $ | (14,095 | ) | $ | (51 | ) | $ | 13,660 | $ | 52 | |||||||||||
Reallocation of net income attributable to common stockholders as a result of conversion of Class B(1) | — | — | — | — | — | — | 52 | — | |||||||||||||||||||||||||
Allocation of net (loss) income attributable to common stockholders | $ | (2,570 | ) | $ | (10 | ) | $ | (2,968 | ) | $ | (11 | ) | $ | (14,095 | ) | $ | (51 | ) | $ | 13,712 | $ | 52 | |||||||||||
Denominator | |||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding used in basic computation | 664,032,872 | 2,399,976 | 650,823,634 | 2,399,976 | 660,131,591 | 2,399,976 | 645,621,967 | 2,399,976 | |||||||||||||||||||||||||
Conversion of Class B(1) | — | — | — | — | — | — | 2,399,976 | — | |||||||||||||||||||||||||
Employee stock options(1) | — | — | — | — | — | — | 10,909,749 | — | |||||||||||||||||||||||||
Restricted shares and RSUs(1) | — | — | — | — | — | — | 4,625,558 | — | |||||||||||||||||||||||||
Weighted-average diluted shares outstanding(1) | 664,032,872 | 2,399,976 | 650,823,634 | 2,399,976 | 660,131,591 | 2,399,976 | 663,557,250 | 2,399,976 | |||||||||||||||||||||||||
Diluted (loss) earnings per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.02 | $ | 0.02 | |||||||||||
-1 | Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted loss per share calculation for the three and nine months ended September 30, 2013 and for the three months ended September 30, 2012 because the effect would be antidilutive. | ||||||||||||||||||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
The following outstanding equity awards are not included in the diluted (loss) earnings per share calculation above because they would have had an antidilutive effect: | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Stock options | 5,023,559 | 8,864,956 | 6,242,363 | 9,018 | |||||||||||||||||||||||||||||
Restricted stock units | 43,020,496 | 29,093,524 | 39,076,490 | 7,249,438 | |||||||||||||||||||||||||||||
Restricted stock | 217,005 | 39,390 | 357,339 | — | |||||||||||||||||||||||||||||
ESPP shares | 334,213 | — | 484,184 | — | |||||||||||||||||||||||||||||
Total | 48,595,273 | 37,997,870 | 46,160,376 | 7,258,456 | |||||||||||||||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ' | |||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||||||
The following tables summarize the Company's assets and liabilities that are measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||
Fair Value Measurement at Reporting Date Using | ||||||||||||||||||
Description | As of September 30, 2013 | Quoted Prices in Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable | Unobservable | ||||||||||||||||
(Level 1) | Inputs | Inputs | ||||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||||
Assets: | ||||||||||||||||||
Cash equivalents | $ | 585,490 | $ | 585,490 | $ | — | $ | — | ||||||||||
Available-for-sale debt security | $ | 3,056 | $ | — | $ | — | $ | 3,056 | ||||||||||
Liabilities: | ||||||||||||||||||
Contingent consideration | $ | 8,112 | $ | — | $ | — | $ | 8,112 | ||||||||||
Fair Value Measurement at Reporting Date Using | ||||||||||||||||||
Description | As of December 31, 2012 | Quoted Prices in Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable | Unobservable | ||||||||||||||||
(Level 1) | Inputs | Inputs | ||||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||||
Assets: | ||||||||||||||||||
Cash equivalents | $ | 585,393 | $ | 585,393 | $ | — | $ | — | ||||||||||
Available-for-sale debt security | $ | 3,087 | $ | — | $ | — | $ | 3,087 | ||||||||||
Liabilities: | ||||||||||||||||||
Contingent consideration | $ | 7,601 | $ | — | $ | — | $ | 7,601 | ||||||||||
Fair Value, Assets and Liabilities, Reconciliation of Level 3 Inputs [Table Text Block] | ' | |||||||||||||||||
The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||||
Available-for-Sale Debt Security: | ||||||||||||||||||
Beginning Balance | $ | 3,233 | $ | — | $ | 3,087 | $ | — | ||||||||||
Total losses included in other comprehensive (loss) income | (177 | ) | — | (31 | ) | — | ||||||||||||
Ending Balance | $ | 3,056 | $ | — | $ | 3,056 | $ | — | ||||||||||
Unrealized losses still held(1) | $ | 177 | $ | — | $ | 31 | $ | — | ||||||||||
Liabilities | ||||||||||||||||||
Contingent Consideration: | ||||||||||||||||||
Beginning Balance | $ | 6,854 | $ | 6,081 | $ | 7,601 | $ | 11,230 | ||||||||||
Issuance of contingent consideration in connection with acquisitions | 3,537 | 2,100 | 3,567 | 2,100 | ||||||||||||||
Settlements of contingent consideration liabilities | (750 | ) | — | (780 | ) | (4,250 | ) | |||||||||||
Total (gains) losses included in earnings(2) | (1,529 | ) | 3,176 | (2,276 | ) | 2,277 | ||||||||||||
Reclass of contingent consideration from Level 2 to Level 3 | — | 1,244 | — | 1,244 | ||||||||||||||
Ending Balance | $ | 8,112 | $ | 12,601 | $ | 8,112 | $ | 12,601 | ||||||||||
Unrealized (gains) losses still held(1) | $ | (1,408 | ) | $ | 3,176 | $ | (2,155 | ) | $ | 2,277 | ||||||||
-1 | Represents the unrealized (gains) losses recorded in earnings or other comprehensive (loss) income during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. | |||||||||||||||||
-2 | Changes in the fair value of contingent consideration liabilities are classified as "Acquisition-related (benefit) expense, net" on the condensed consolidated statements of operations. | |||||||||||||||||
Fair Value of Financial Assets and Liabilities not Measured at Fair Value [Table Text Block] | ' | |||||||||||||||||
The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the condensed consolidated financial statements (in thousands): | ||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||
Cost method investments: | ||||||||||||||||||
Life Media Limited (F-tuan) | $ | 84,021 | $ | 82,451 | $ | 77,521 | (1 | ) | $ | 77,521 | ||||||||
Other cost method investments | $ | 15,377 | $ | 16,320 | $ | 1,867 | $ | 2,260 | ||||||||||
-1 | The Company's cost method investment in F-tuan was determined to be other-than-temporarily impaired and was written down to its fair value of $77.5 million as of December 31, 2012. |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
SEGMENT INFORMATION [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||||||||||||||||||||||||||
Revenue and profit or loss information by reportable segment reconciled to consolidated net (loss) income for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
North America | ||||||||||||||||||||||||||||||||
Revenue(1) | $ | 360,838 | $ | 291,603 | $ | 1,077,574 | $ | 790,349 | ||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 335,670 | 252,510 | 962,532 | 667,655 | ||||||||||||||||||||||||||||
Segment operating income(2) | 25,168 | 39,093 | 115,042 | 122,694 | ||||||||||||||||||||||||||||
EMEA | ||||||||||||||||||||||||||||||||
Revenue(3) | 147,950 | 187,287 | 491,710 | 629,198 | ||||||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 132,346 | 158,179 | 417,222 | 531,968 | ||||||||||||||||||||||||||||
Segment operating income(2) | 15,604 | 29,108 | 74,488 | 97,230 | ||||||||||||||||||||||||||||
Rest of World | ||||||||||||||||||||||||||||||||
Revenue | 86,271 | 89,662 | 235,924 | 276,623 | ||||||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 87,890 | 107,375 | 276,105 | 306,535 | ||||||||||||||||||||||||||||
Segment operating loss(2) | (1,619 | ) | (17,713 | ) | (40,181 | ) | (29,912 | ) | ||||||||||||||||||||||||
Consolidated | ||||||||||||||||||||||||||||||||
Revenue | 595,059 | 568,552 | 1,805,208 | 1,696,170 | ||||||||||||||||||||||||||||
Segment cost of revenue and operating expenses(2) | 555,906 | 518,064 | 1,655,859 | 1,506,158 | ||||||||||||||||||||||||||||
Segment operating income(2) | 39,153 | 50,488 | 149,349 | 190,012 | ||||||||||||||||||||||||||||
Stock-based compensation | 26,870 | 22,619 | 89,223 | 77,706 | ||||||||||||||||||||||||||||
Acquisition-related (benefit) expense, net | (1,529 | ) | 2,431 | (2,276 | ) | 744 | ||||||||||||||||||||||||||
Loss on equity method investments | 25 | 138 | 58 | 8,694 | ||||||||||||||||||||||||||||
Other (income) expense, net | (857 | ) | (617 | ) | 9,772 | (54,445 | ) | |||||||||||||||||||||||||
Income before provision for income taxes | 14,644 | 25,917 | 52,572 | 157,313 | ||||||||||||||||||||||||||||
Provision for income taxes | 15,936 | 26,857 | 62,657 | 128,297 | ||||||||||||||||||||||||||||
Net (loss) income | $ | (1,292 | ) | $ | (940 | ) | $ | (10,085 | ) | $ | 29,016 | |||||||||||||||||||||
-1 | North America contains revenue from the United States of $349.1 million and $278.5 million for the three months ended September 30, 2013 and 2012, respectively, and $1,039.7 million and $746.8 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||||
-2 | Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision maker uses in assessing segment performance and making resource allocation decisions. For the three months ended September 30, 2013 and 2012, stock-based compensation expense was approximately $21.1 million and $13.1 million, respectively, for the North America segment, approximately $2.6 million and $3.8 million, respectively, for the EMEA segment and approximately $3.2 million and $5.8 million, respectively, for the Rest of World segment. For the three months ended September 30, 2013 and 2012, acquisition-related (benefit) expense, net was approximately $1.0 million and $1.6 million of benefit, respectively, for the North America segment and approximately $0.5 million of benefit and $4.1 million of expense, respectively, for the EMEA segment. For the nine months ended September 30, 2013 and 2012, stock-based compensation expense was approximately $69.5 million and $48.2 million, respectively, for the North America segment, approximately $9.1 million and $10.3 million, respectively, for the EMEA segment and approximately $10.6 million and $19.2 million, respectively, for the Rest of World segment. For the nine months ended September 30, 2013 and 2012, acquisition-related (benefit) expense, net was approximately $1.4 million and $2.7 million of benefit, respectively, for the North America segment and approximately $0.9 million of benefit and $3.5 million of expense, respectively, for the EMEA segment. Acquisition-related (benefit) expense, net for the North America segment includes gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the EMEA and Rest of World segments, which is consistent with the attribution used for internal reporting purposes. | |||||||||||||||||||||||||||||||
-3 | EMEA segment revenue for the three and nine months ended September 30, 2012 included an $18.5 million one-time increase to third party revenue for unredeemed vouchers ("Groupons") in Germany, which represented the cumulative impact of deals in that jurisdiction for which, based on a German tax ruling, the Company's obligation to the merchant would have ended prior to the quarter ended September 30, 2012. | |||||||||||||||||||||||||||||||
Schedule of Segment Assets [Table Text Block] | ' | |||||||||||||||||||||||||||||||
The following table summarizes the Company's total assets by reportable segment as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||||||||||||||||||
North America (1) | $ | 1,186,467 | $ | 1,177,314 | ||||||||||||||||||||||||||||
EMEA | 599,523 | 649,978 | ||||||||||||||||||||||||||||||
Rest of World | 164,550 | 204,182 | ||||||||||||||||||||||||||||||
Consolidated total assets | $ | 1,950,540 | $ | 2,031,474 | ||||||||||||||||||||||||||||
-1 | North America contains assets from the United States of $1,144.6 million and $1,112.6 million as of September 30, 2013 and December 31, 2012, respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated total assets as of September 30, 2013 or December 31, 2012. | |||||||||||||||||||||||||||||||
Revenue by Segment and Category [Table Text Block] | ' | |||||||||||||||||||||||||||||||
The following table summarizes the Company's third party and other and direct revenue by category for its three reportable segments for the nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 503,899 | $ | 510,310 | $ | 311,644 | $ | 399,153 | $ | 139,915 | $ | 172,058 | $ | 955,458 | $ | 1,081,521 | ||||||||||||||||
Direct | 1,733 | 12,037 | — | — | — | — | 1,733 | 12,037 | ||||||||||||||||||||||||
Total revenue | 505,632 | 522,347 | 311,644 | 399,153 | 139,915 | 172,058 | 957,191 | 1,093,558 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 11,794 | 48,392 | 110,821 | 137,322 | 50,262 | 62,217 | 172,877 | 247,931 | ||||||||||||||||||||||||
Direct | 511,357 | 181,664 | 18,903 | 27,373 | 20,249 | 4,241 | 550,509 | 213,278 | ||||||||||||||||||||||||
Total revenue | 523,151 | 230,056 | 129,724 | 164,695 | 70,511 | 66,458 | 723,386 | 461,209 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 48,791 | 37,946 | 50,342 | 61,097 | 25,498 | 38,107 | 124,631 | 137,150 | ||||||||||||||||||||||||
Direct | — | — | — | 4,253 | — | — | — | 4,253 | ||||||||||||||||||||||||
Total revenue | 48,791 | 37,946 | 50,342 | 65,350 | 25,498 | 38,107 | 124,631 | 141,403 | ||||||||||||||||||||||||
Total revenue | $ | 1,077,574 | $ | 790,349 | $ | 491,710 | $ | 629,198 | $ | 235,924 | $ | 276,623 | $ | 1,805,208 | $ | 1,696,170 | ||||||||||||||||
-1 | Includes revenue from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). | |||||||||||||||||||||||||||||||
The following table summarizes the Company's third party and other and direct revenue by category for its three reportable segments for the three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 158,189 | $ | 134,993 | $ | 91,448 | $ | 109,552 | $ | 51,507 | $ | 54,632 | $ | 301,144 | $ | 299,177 | ||||||||||||||||
Direct | 1,040 | 6,450 | — | — | — | — | 1,040 | 6,450 | ||||||||||||||||||||||||
Total revenue | 159,229 | 141,443 | 91,448 | 109,552 | 51,507 | 54,632 | 302,184 | 305,627 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 3,999 | 13,064 | 32,008 | 49,649 | 17,215 | 21,661 | 53,222 | 84,374 | ||||||||||||||||||||||||
Direct | 181,915 | 126,608 | 9,271 | 9,880 | 7,846 | 2,050 | 199,032 | 138,538 | ||||||||||||||||||||||||
Total revenue | 185,914 | 139,672 | 41,279 | 59,529 | 25,061 | 23,711 | 252,254 | 222,912 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 15,695 | 10,488 | 15,223 | 18,206 | 9,703 | 11,319 | 40,621 | 40,013 | ||||||||||||||||||||||||
Direct | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total revenue | 15,695 | 10,488 | 15,223 | 18,206 | 9,703 | 11,319 | 40,621 | 40,013 | ||||||||||||||||||||||||
Total revenue | $ | 360,838 | $ | 291,603 | $ | 147,950 | $ | 187,287 | $ | 86,271 | $ | 89,662 | $ | 595,059 | $ | 568,552 | ||||||||||||||||
-1 | Includes revenue from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). | |||||||||||||||||||||||||||||||
Gross Profit by Segment and Category [Table Text Block] | ' | |||||||||||||||||||||||||||||||
The following table summarizes the Company's gross profit by category for its three reportable segments for the three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 139,204 | $ | 121,817 | $ | 81,194 | $ | 99,136 | $ | 44,104 | $ | 41,319 | $ | 264,502 | $ | 262,272 | ||||||||||||||||
Direct | (847 | ) | 1,219 | — | — | — | — | (847 | ) | 1,219 | ||||||||||||||||||||||
Total gross profit | 138,357 | 123,036 | 81,194 | 99,136 | 44,104 | 41,319 | 263,655 | 263,491 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 3,519 | 11,789 | 28,036 | 44,928 | 11,530 | 15,680 | 43,085 | 72,397 | ||||||||||||||||||||||||
Direct | 18,090 | 16,279 | 907 | 2,035 | 486 | (2,158 | ) | 19,483 | 16,156 | |||||||||||||||||||||||
Total gross profit | 21,609 | 28,068 | 28,943 | 46,963 | 12,016 | 13,522 | 62,568 | 88,553 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 11,603 | 9,464 | 13,544 | 16,475 | 8,252 | 8,783 | 33,399 | 34,722 | ||||||||||||||||||||||||
Direct | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total gross profit | 11,603 | 9,464 | 13,544 | 16,475 | 8,252 | 8,783 | 33,399 | 34,722 | ||||||||||||||||||||||||
Total gross profit | $ | 171,569 | $ | 160,568 | $ | 123,681 | $ | 162,574 | $ | 64,372 | $ | 63,624 | $ | 359,622 | $ | 386,766 | ||||||||||||||||
-1 | Includes gross profit from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). | |||||||||||||||||||||||||||||||
The following table summarizes the Company's gross profit by category for its three reportable segments for the nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||||||
North America | EMEA | Rest of World | Consolidated | |||||||||||||||||||||||||||||
Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Local (1): | ||||||||||||||||||||||||||||||||
Third party | $ | 439,181 | $ | 409,642 | $ | 276,300 | $ | 361,963 | $ | 118,627 | $ | 133,735 | $ | 834,108 | $ | 905,340 | ||||||||||||||||
Direct | (790 | ) | 1,909 | — | — | — | — | (790 | ) | 1,909 | ||||||||||||||||||||||
Total gross profit | 438,391 | 411,551 | 276,300 | 361,963 | 118,627 | 133,735 | 833,318 | 907,249 | ||||||||||||||||||||||||
Goods: | ||||||||||||||||||||||||||||||||
Third party | 10,317 | 38,346 | 96,264 | 124,550 | 27,507 | 48,006 | 134,088 | 210,902 | ||||||||||||||||||||||||
Direct | 50,725 | 23,402 | (239 | ) | 3,009 | 187 | (1,915 | ) | 50,673 | 24,496 | ||||||||||||||||||||||
Total gross profit | 61,042 | 61,748 | 96,025 | 127,559 | 27,694 | 46,091 | 184,761 | 235,398 | ||||||||||||||||||||||||
Travel and other: | ||||||||||||||||||||||||||||||||
Third party and other | 39,078 | 30,450 | 44,608 | 55,411 | 21,560 | 30,665 | 105,246 | 116,526 | ||||||||||||||||||||||||
Direct | — | — | — | 529 | — | — | — | 529 | ||||||||||||||||||||||||
Total gross profit | 39,078 | 30,450 | 44,608 | 55,940 | 21,560 | 30,665 | 105,246 | 117,055 | ||||||||||||||||||||||||
Total gross profit | $ | 538,511 | $ | 503,749 | $ | 416,933 | $ | 545,462 | $ | 167,881 | $ | 210,491 | $ | 1,123,325 | $ | 1,259,702 | ||||||||||||||||
-1 | Includes gross profit from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). |
Business_Combinations_Business
Business Combinations Business Combinations (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ' | ' | ' | |
Number of Businesses Acquired | ' | 6 | ' | |
Finite-Lived Intangible Asset, Useful Life | ' | '5 years | ' | |
Consideration Transferred [Abstract] | ' | ' | ' | |
Cash | $100,000 | ' | ' | |
Total consideration transferred | 260,000 | ' | ' | |
Purchase Price Allocation [Abstract] | ' | ' | ' | |
Goodwill | ' | 218,224 | 206,684 | |
Minimum [Member] | ' | ' | ' | |
Business Acquisition [Line Items] | ' | ' | ' | |
Finite-Lived Intangible Asset, Useful Life | ' | '1 year | ' | |
Business Acquisitions [Member] | ' | ' | ' | |
Consideration Transferred [Abstract] | ' | ' | ' | |
Cash | ' | 8,459 | ' | |
Issuance of Class A common stock | ' | 3,051 | ' | |
Contingent consideration | ' | 3,567 | ' | |
Total consideration transferred | ' | 15,077 | ' | |
Purchase Price Allocation [Abstract] | ' | ' | ' | |
Acquired cash | ' | 2,110 | ' | |
Net working capital | ' | 1,728 | ' | |
Property and equipment | ' | 99 | ' | |
Goodwill | ' | 8,794 | ' | |
Net deferred tax liability | ' | -452 | ' | |
Total purchase price | ' | 15,077 | ' | |
Business Acquisitions [Member] | Subscriber Relationships [Member] | ' | ' | ' | |
Purchase Price Allocation [Abstract] | ' | ' | ' | |
Intangible assets | ' | 1,928 | [1] | ' |
Business Acquisitions [Member] | Merchant Relationships [Member] | ' | ' | ' | |
Purchase Price Allocation [Abstract] | ' | ' | ' | |
Intangible assets | ' | 557 | [1] | ' |
Business Acquisitions [Member] | Technology-Based Intangible Assets [Member] | ' | ' | ' | |
Purchase Price Allocation [Abstract] | ' | ' | ' | |
Intangible assets | ' | 2,373 | [1] | ' |
Business Acquisitions [Member] | Other Intangible Assets [Member] | ' | ' | ' | |
Purchase Price Allocation [Abstract] | ' | ' | ' | |
Intangible assets | ' | $50 | [1] | ' |
[1] | Acquired intangible assets have estimated useful lives of between 1 and 5 years. |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets Goodwill Activity by Segment (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | ' | ' | |
Number of Reporting Units | 4 | 4 | |
Number of Reporting Units with Negative Book Values | 2 | ' | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill, beginning of period | $206,684 | ' | |
Goodwill, related to acquisitions | 8,794 | ' | |
Goodwill, other adjustments | 2,746 | [1] | ' |
Goodwill, reallocation to new segments | 0 | ' | |
Goodwill, end of period | 218,224 | 206,684 | |
North America [Member] | ' | ' | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill, beginning of period | 79,276 | ' | |
Goodwill, related to acquisitions | 4,401 | ' | |
Goodwill, other adjustments | 1,287 | [1] | ' |
Goodwill, reallocation to new segments | 0 | ' | |
Goodwill, end of period | 84,964 | ' | |
International [Member] | ' | ' | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill, beginning of period | 127,408 | ' | |
Goodwill, related to acquisitions | 0 | ' | |
Goodwill, other adjustments | -2,638 | [1] | ' |
Goodwill, reallocation to new segments | -124,770 | ' | |
Goodwill, end of period | 0 | ' | |
EMEA [Member] | ' | ' | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill, beginning of period | 0 | ' | |
Goodwill, related to acquisitions | 4,393 | ' | |
Goodwill, other adjustments | 3,459 | [1] | ' |
Goodwill, reallocation to new segments | 105,347 | ' | |
Goodwill, end of period | 113,199 | ' | |
Rest of World [Member] | ' | ' | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill, beginning of period | 0 | ' | |
Goodwill, related to acquisitions | 0 | ' | |
Goodwill, other adjustments | 638 | [1] | ' |
Goodwill, reallocation to new segments | 19,423 | ' | |
Goodwill, end of period | $20,061 | ' | |
[1] | Includes changes in foreign exchange rates for goodwill and purchase accounting adjustments. |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets Other Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value, Intangible Assets | $99,780 | $92,353 |
Accumulated Amortization, Intangible Assets | 66,598 | 49,756 |
Net Carrying Value, Intangible Assets | 33,182 | 42,597 |
Subscriber Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value, Intangible Assets | 44,850 | 42,075 |
Accumulated Amortization, Intangible Assets | 28,168 | 21,356 |
Net Carrying Value, Intangible Assets | 16,682 | 20,719 |
Merchant Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value, Intangible Assets | 8,867 | 8,187 |
Accumulated Amortization, Intangible Assets | 7,540 | 6,873 |
Net Carrying Value, Intangible Assets | 1,327 | 1,314 |
Trade names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value, Intangible Assets | 6,624 | 6,490 |
Accumulated Amortization, Intangible Assets | 6,476 | 5,900 |
Net Carrying Value, Intangible Assets | 148 | 590 |
Developed Technology Rights [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value, Intangible Assets | 22,542 | 20,000 |
Accumulated Amortization, Intangible Assets | 17,475 | 10,994 |
Net Carrying Value, Intangible Assets | 5,067 | 9,006 |
Other Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value, Intangible Assets | 16,897 | 15,601 |
Accumulated Amortization, Intangible Assets | 6,939 | 4,633 |
Net Carrying Value, Intangible Assets | $9,958 | $10,968 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Remaining amounts in 2013 | $5,568,000 | ' | $5,568,000 | ' | ' |
2014 | 15,888,000 | ' | 15,888,000 | ' | ' |
2015 | 8,265,000 | ' | 8,265,000 | ' | ' |
2016 | 2,369,000 | ' | 2,369,000 | ' | ' |
2017 | 722,000 | ' | 722,000 | ' | ' |
Thereafter | 370,000 | ' | 370,000 | ' | ' |
Net Carrying Value, Intangible Assets | 33,182,000 | ' | 33,182,000 | ' | 42,597,000 |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '5 years | ' | ' |
Amortization expense, intangible assets | 5,300,000 | 5,600,000 | 16,100,000 | 15,600,000 | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '1 year | ' | ' |
Other Intangible Assets [Member] | ' | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Net Carrying Value, Intangible Assets | $9,958,000 | ' | $9,958,000 | ' | $10,968,000 |
Investments_Investments_Table_
Investments Investments Table (Details) (USD $) | Oct. 01, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Schedule of Cost and Equity Method Investments [Line Items] | ' | ' | ' |
Cost Method Investments | ' | $99,398,000 | $79,388,000 |
Investments, cost and equity method | ' | 101,074,000 | 81,122,000 |
Available-for-sale Securities, Debt Securities | ' | 3,056,000 | 3,087,000 |
Investments | ' | 104,130,000 | 84,209,000 |
Equity Method Investments [Member] | ' | ' | ' |
Schedule of Cost and Equity Method Investments [Line Items] | ' | ' | ' |
Equity Method Investments | ' | 1,676,000 | 1,734,000 |
Equity Method Investment, Ownership Percentage | ' | 50.00% | 50.00% |
Equity Method Investments [Member] | Minimum [Member] | ' | ' | ' |
Schedule of Cost and Equity Method Investments [Line Items] | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | 21.00% | 21.00% |
Life Media Limited (F-Tuan) [Member] | ' | ' | ' |
Schedule of Cost and Equity Method Investments [Line Items] | ' | ' | ' |
Cost Method Investments | ' | 84,021,000 | 77,521,000 |
Cost Method Investment, Ownership Percentage | ' | 19.00% | 19.00% |
Payments to Acquire Cost Method Investments | 1,500,000 | 6,500,000 | ' |
Cost-method Investments [Member] | ' | ' | ' |
Schedule of Cost and Equity Method Investments [Line Items] | ' | ' | ' |
Cost Method Investments | ' | $15,377,000 | $1,867,000 |
Cost Method Investment, Ownership Percentage | ' | 17.00% | 19.00% |
Cost-method Investments [Member] | Minimum [Member] | ' | ' | ' |
Schedule of Cost and Equity Method Investments [Line Items] | ' | ' | ' |
Cost Method Investment, Ownership Percentage | ' | 6.00% | 6.00% |
Investments_Cost_Method_Invest
Investments Cost Method Investment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Oct. 01, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
E-Commerce [Member] | Life Media Limited (F-Tuan) [Member] | Life Media Limited (F-Tuan) [Member] | Life Media Limited (F-Tuan) [Member] | Cost-method Investments [Member] | Cost-method Investments [Member] | Cost Method Investment, payment processor [Member] | Life Media Limited (F-Tuan) [Member] | Life Media Limited (F-Tuan) [Member] | Life Media Limited (F-Tuan) [Member] | ||||||
Schedule of Cost-method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | 49.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Cost Method Investments | ' | ' | ' | ' | ' | ' | $8,000,000 | ' | $25,000,000 | ' | ' | $13,100,000 | $1,500,000 | $6,500,000 | ' |
Cost Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | 19.10% | ' | 17.00% | 19.00% | 10.30% | ' | 19.00% | 19.00% |
Gain on E-Commerce transaction | 0 | 0 | 0 | 56,032,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | 99,398,000 | ' | 99,398,000 | ' | 79,388,000 | ' | ' | ' | ' | 15,377,000 | 1,867,000 | ' | ' | 84,021,000 | 77,521,000 |
Preferred Stock, Liquidation Preference, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $84,000,000 | ' |
Investments_Available_for_Sale
Investments Available for Sale Debt Securities (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale Securities, Debt Securities, Payments to Acquire | ' | $3 |
Available-for-sale Debt Securities, Amortized Cost Basis | 3 | 3 |
Available-for-sale Securities, Gross Unrealized Gains | 0.1 | 0.1 |
Available-for-sale Securities, Fair Value Disclosure | $3.10 | $3.10 |
Investments_OtherThanTemporary
Investments Other-Than-Temporary Impairment (Details) (USD $) | 6 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 01, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | ||
Life Media Limited (F-Tuan) [Member] | Life Media Limited (F-Tuan) [Member] | Life Media Limited (F-Tuan) [Member] | Cost-method Investments [Member] | Cost-method Investments [Member] | |||||
Schedule of Cost-method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |
Cost Method Investments | ' | $99,398,000 | $79,388,000 | $84,021,000 | $77,521,000 | ' | $15,377,000 | $1,867,000 | |
Payments to Acquire Cost Method Investments | ' | ' | ' | 6,500,000 | ' | 1,500,000 | ' | ' | |
Cost Method Investment, Fair Value Inputs, Discount Rate | ' | ' | ' | 31.00% | 30.00% | ' | ' | ' | |
Cost Method Investments, Fair Value Disclosure | ' | $16,320,000 | $2,260,000 | $82,451,000 | $77,521,000 | [1] | ' | ' | ' |
Cost Method Investment, unrealized loss, percent of investment's amortized cost | -10.80% | -1.90% | ' | ' | ' | ' | ' | ' | |
[1] | The Company's cost method investment in F-tuan was determined to be other-than-temporarily impaired and was written down to its fair value of $77.5 million as of December 31, 2012. |
Supplemental_Consolidated_Bala2
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||
Interest and Other Income [Abstract] | ' | ' | ' | ' | ' | |||
Interest income | $487 | $525 | $1,348 | $1,931 | ' | |||
Interest Expense | -39 | 0 | -187 | 0 | ' | |||
Gain on E-Commerce transaction | 0 | 0 | 0 | 56,032 | ' | |||
Foreign exchange and other | 409 | 92 | -10,933 | -3,518 | ' | |||
Other income (expense), net | 857 | 617 | -9,772 | 54,445 | ' | |||
Prepaid Expense and Other Assets, Current [Abstract] | ' | ' | ' | ' | ' | |||
Current portion of unamortized tax effects on intercompany transactions | 29,513 | ' | 29,513 | ' | 37,589 | |||
Inventory, Finished Goods, Net of Reserves | 18,949 | ' | 18,949 | ' | 39,733 | |||
Prepaid expenses | 26,627 | ' | 26,627 | ' | 20,964 | |||
Restricted cash | 16,693 | ' | 16,693 | ' | 16,507 | |||
VAT and other taxes receivable | 20,380 | ' | 20,380 | ' | 16,439 | |||
Prepaid Marketing | 19,243 | [1] | ' | 19,243 | [1] | ' | 0 | [1] |
Prepayment of inventory purchases and other | 5,138 | [1] | ' | 5,138 | [1] | ' | 19,341 | [1] |
Prepaid expense and other current assets | 136,543 | ' | 136,543 | ' | 150,573 | |||
Accrued Expenses [Abstract] | ' | ' | ' | ' | ' | |||
Marketing | 11,203 | ' | 11,203 | ' | 11,237 | |||
Refunds reserve | 36,382 | ' | 36,382 | ' | 69,209 | |||
Payroll and benefits | 62,209 | ' | 62,209 | ' | 61,557 | |||
Subscriber credits | 48,158 | ' | 48,158 | ' | 58,977 | |||
Professional fees | 16,507 | ' | 16,507 | ' | 16,938 | |||
Other | 37,259 | ' | 37,259 | ' | 29,006 | |||
Accrued expenses | 211,718 | ' | 211,718 | ' | 246,924 | |||
Current liabilities [Abstract]: | ' | ' | ' | ' | ' | |||
Income taxes payable | 29,018 | ' | 29,018 | ' | 33,887 | |||
VAT and sales tax payable | 41,614 | ' | 41,614 | ' | 55,728 | |||
Deferred revenue | 35,154 | ' | 35,154 | ' | 25,780 | |||
Other | 20,978 | ' | 20,978 | ' | 21,252 | |||
Other current liabilities | 126,764 | ' | 126,764 | ' | 136,647 | |||
Liabilities, Noncurrent [Abstract] | ' | ' | ' | ' | ' | |||
Long-term tax liabilities | 83,910 | ' | 83,910 | ' | 77,553 | |||
Deferred rent | 9,414 | ' | 9,414 | ' | 9,162 | |||
Other | 12,205 | ' | 12,205 | ' | 13,357 | |||
Other non-current liabilities | 105,529 | ' | 105,529 | ' | 100,072 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ' | ' | ' | ' | |||
Foreign currency translation adjustments | 23,545 | ' | 23,545 | ' | 12,393 | |||
Unrealized gain on available for sale debt security, net of tax | 34 | ' | 34 | ' | 53 | |||
Accumulated other comprehensive income | $23,579 | ' | $23,579 | ' | $12,446 | |||
[1] | The Company previously remitted prepayments to an online travel company in connection with a two-year agreement to offer discounted airline ticket deals. These prepayments were recorded within "Prepayments of inventory purchases and other." In June 2013, the parties entered into an amended agreement whereby the Company's prepayments were applied as consideration for certificates that can be used to obtain discounts on the purchase of air travel through the online travel company's website. The Company periodically issues these certificates to customers in connection with its marketing activities. The cost of the certificates is recorded as "Prepaid marketing" as of September 30, 2013, and marketing expense is recognized as the certificates are issued to customers. |
Commitments_and_Contingencies_
Commitments and Contingencies Legal Matters (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2011 | Sep. 30, 2013 |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ' |
Restatement of Prior Year Revenue | $14.30 | ' |
Restatement of Prior Year Operating Income | 30 | ' |
Restatement of Prior Year Income, Net of Tax | 22.6 | ' |
Impact of Restatement on Earnings Per Share, Basic | $0.04 | ' |
Litigation Settlement, Expense | ' | $8.50 |
Stockholders_Equity_and_StockB2
Stockholders' Equity and Stock-Based Compensation Share Repurchase Program (Details) (USD $) | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 |
Share Repurchase Plans [Abstract] | ' |
Stock Repurchase Program, Authorized Amount | $300 |
Treasury Stock, Shares, Acquired | 770,900 |
Treasury Stock, Value, Acquired, Cost Method | $9 |
Stockholders_Equity_and_StockB3
Stockholders' Equity and Stock-Based Compensation Stock Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | |
Stockholders' Equity Attributable to Parent [Abstract] | ' | ' | ' | ' | ' |
Common stock, number of classes authorized | 3 | ' | ' | ' | ' |
Stock Plans, shares available for future issuance | 4,735,450 | ' | 4,735,450 | ' | ' |
Stock Plans, shares authorized for future issuance | ' | ' | ' | ' | 15,000,000 |
Stock-based compensation | $26,870,000 | $22,619,000 | $89,223,000 | $77,706,000 | ' |
Stock-based compensation, amount capitalized | $2,200,000 | $3,200,000 | $6,900,000 | $5,600,000 | ' |
Stockholders_Equity_and_StockB4
Stockholders' Equity and Stock-Based Compensation Employee Stock Purchase Plan (Details) | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Stock Purchase Plan (ESPP) Disclosures [Line Items] | ' | ' |
ESPP, shares authorized | 10,000,000 | ' |
ESPP, shares issued | 774,288 | 0 |
Stockholders_Equity_and_StockB5
Stockholders' Equity and Stock-Based Compensation Stock Option Activity (Details) (Stock Options [Member], USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | |
Stock Options [Member] | ' | |
Options [Abstract] | ' | |
Options, Outstanding, Shares, Beginning of Period | 7,713,421 | |
Exercise of stock options, shares | -3,266,115 | |
Options, Forfeited, Shares | -321,345 | |
Options, Expired, Shares | -15,625 | |
Options, Outstanding, Shares, End of Period | 4,110,336 | |
Options, Exercisable, Shares | 3,322,892 | |
Weighted-Average Exercise Price [Abstract] | ' | |
Options, Outstanding, Weighted Average Exercise Price, Beginning of Period | $1.09 | |
Options, Exercises in Period, Weighted Average Exercise Price | $1.02 | |
Options, Forfeitures in Period, Weighted Average Exercise Price | $1.50 | |
Options, Expirations in Period, Weighted Average Exercise Price | $2.06 | |
Options, Outstanding, Weighted Average Exercise Price, End of Period | $1.09 | |
Exercisable Options, Weighted Average Exercise Price | $0.88 | |
Aggregate Intrinsic Value [Abstract] | ' | |
Options, Outstanding, Intrinsic Value, Beginning of Period | $29,063 | [1] |
Options, Outstanding, Intrinsic Value, End of Period | 41,590 | [1] |
Options, Exercisable, Intrinsic Value | $34,338 | [1] |
[1] | The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of September 30, 2013 and DecemberB 31, 2012, respectively |
Stockholders_Equity_and_StockB6
Stockholders' Equity and Stock-Based Compensation Restricted Stock Unit Activity (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' |
Restricted Stock Units [Abstract] | ' |
RSU, Nonvested, Shares, Beginning of Period | 29,699,348 |
RSU, Grants in Period | 32,945,631 |
RSU, Vested in Period | -10,333,706 |
RSU, Forfeited in Period | -8,292,731 |
RSU, Nonvested, Shares, End of Period | 44,018,542 |
Weighted Average Grant Date Fair Value [Abstract] | ' |
RSU, Nonvested, Weighted Average Grant Date Fair Value, Beginning of Period | $9.31 |
RSU, Grants in Period, Weighted Average Grant Date Fair Value | $6.87 |
RSU, Vested in Period, Weighted Average Grant Date Fair Value | $8.44 |
RSU, Forfeitures, Weighted Average Grant Date Fair Value | $8.46 |
RSU, Nonvested, Weighted Average Grant Date Fair Value, End of Period | $7.88 |
Stockholders_Equity_and_StockB7
Stockholders' Equity and Stock-Based Compensation Restricted Stock, Acquired (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock [Abstract] | ' |
RSU, Nonvested, Shares, Beginning of Period | 29,699,348 |
RSU, Vested in Period | -10,333,706 |
RSU, Nonvested, Shares, End of Period | 44,018,542 |
Weighted Average Grant Date Fair Value [Abstract] | ' |
RSU, Nonvested, Weighted Average Grant Date Fair Value, Beginning of Period | $9.31 |
RSU, Vested in Period, Weighted Average Grant Date Fair Value | $8.44 |
RSU, Nonvested, Weighted Average Grant Date Fair Value, End of Period | $7.88 |
City Deal [Member] | ' |
Restricted Stock [Abstract] | ' |
RSU, Nonvested, Shares, Beginning of Period | 577,048 |
RSU, Vested in Period | -384,830 |
RSU, Nonvested, Shares, End of Period | 192,218 |
Weighted Average Grant Date Fair Value [Abstract] | ' |
RSU, Nonvested, Weighted Average Grant Date Fair Value, Beginning of Period | $10.31 |
RSU, Vested in Period, Weighted Average Grant Date Fair Value | $8.81 |
RSU, Nonvested, Weighted Average Grant Date Fair Value, End of Period | $13.32 |
Loss_Per_Share_of_Class_A_and_2
Loss Per Share of Class A and Class B Common Stock Basic and Diluted Earnings Per Share, 2013 (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||||
Net (loss) income | ($1,292) | ($940) | ($10,085) | $29,016 | ||||
Adjustment of redeemable noncontrolling interests to redemption value | 0 | 1,333 | 0 | 12,498 | ||||
Net income attributable to noncontrolling interests | 1,288 | 706 | 4,061 | 2,806 | ||||
Net (loss) income attributable to common stockholders | -2,580 | -2,979 | -14,146 | 13,712 | ||||
Basic, weighted average number of shares outstanding | 666,432,848 | 653,223,610 | 662,531,567 | 648,021,943 | ||||
Basic, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 | ||||
Earnings Per Share, Diluted [Abstract] | ' | ' | ' | ' | ||||
Net (loss) income attributable to common stockholders | -2,580 | -2,979 | -14,146 | 13,712 | ||||
Basic, weighted average number of shares outstanding | 666,432,848 | 653,223,610 | 662,531,567 | 648,021,943 | ||||
Diluted, weighted average number of shares outstanding | 666,432,848 | 653,223,610 | 662,531,567 | 663,557,250 | ||||
Diluted, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 | ||||
Common Class A [Member] | ' | ' | ' | ' | ||||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||||
Net (loss) income | -1,287 | -937 | -10,049 | 28,908 | ||||
Adjustment of redeemable noncontrolling interests to redemption value | 0 | 1,328 | 0 | 12,452 | ||||
Net income attributable to noncontrolling interests | 1,283 | 703 | 4,046 | 2,796 | ||||
Net (loss) income attributable to common stockholders | -2,570 | -2,968 | -14,095 | 13,660 | ||||
Basic, weighted average number of shares outstanding | 664,032,872 | 650,823,634 | 660,131,591 | 645,621,967 | ||||
Basic, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 | ||||
Earnings Per Share, Diluted [Abstract] | ' | ' | ' | ' | ||||
Net (loss) income attributable to common stockholders | -2,570 | -2,968 | -14,095 | 13,660 | ||||
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | 0 | [1] | 0 | [1] | 0 | [1] | 52 | [1] |
Allocation of net income attributable to common stockholders | -2,570 | -2,968 | -14,095 | 13,712 | ||||
Basic, weighted average number of shares outstanding | 664,032,872 | 650,823,634 | 660,131,591 | 645,621,967 | ||||
Conversion of Class B | 0 | [1] | 0 | [1] | 0 | [1] | 2,399,976 | [1] |
Employee stock options | 0 | [1] | 0 | [1] | 0 | [1] | 10,909,749 | [1] |
Restricted shares and RSUs | 0 | [1] | 0 | [1] | 0 | [1] | 4,625,558 | [1] |
Diluted, weighted average number of shares outstanding | 664,032,872 | [1] | 650,823,634 | [1] | 660,131,591 | [1] | 663,557,250 | [1] |
Diluted, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 | ||||
Common Class B [Member] | ' | ' | ' | ' | ||||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||||
Net (loss) income | -5 | -3 | -36 | 108 | ||||
Adjustment of redeemable noncontrolling interests to redemption value | 0 | 5 | 0 | 46 | ||||
Net income attributable to noncontrolling interests | 5 | 3 | 15 | 10 | ||||
Net (loss) income attributable to common stockholders | -10 | -11 | -51 | 52 | ||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | 2,399,976 | 2,399,976 | ||||
Basic, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 | ||||
Earnings Per Share, Diluted [Abstract] | ' | ' | ' | ' | ||||
Net (loss) income attributable to common stockholders | -10 | -11 | -51 | 52 | ||||
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Allocation of net income attributable to common stockholders | ($10) | ($11) | ($51) | $52 | ||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | 2,399,976 | 2,399,976 | ||||
Conversion of Class B | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Employee stock options | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Restricted shares and RSUs | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Diluted, weighted average number of shares outstanding | 2,399,976 | [1] | 2,399,976 | [1] | 2,399,976 | [1] | 2,399,976 | [1] |
Diluted, net (loss) earnings per share | $0 | $0 | ($0.02) | $0.02 | ||||
[1] | Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted loss per share calculation for the three and nine months ended September 30, 2013 and for the three months ended September 30, 2012 because the effect would be antidilutive. |
Loss_Per_Share_of_Class_A_and_3
Loss Per Share of Class A and Class B Common Stock Schedule of Equity Antidilutive Securities (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 48,595,273 | 37,997,870 | 46,160,376 | 7,258,456 |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,023,559 | 8,864,956 | 6,242,363 | 9,018 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 43,020,496 | 29,093,524 | 39,076,490 | 7,249,438 |
Restricted Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 217,005 | 39,390 | 357,339 | 0 |
Employee Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 334,213 | 0 | 484,184 | 0 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements Fair Value, Assets and Liabilities Measured at Fair Value (Details) (USD $) | 3 Months Ended | |
Share data in Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent Consideration, Maximum Potential Cash Payment | $17,600,000 | ' |
Contingent Consideration, Shares | 0.1 | ' |
Available-for-sale Securities, Fair Value Disclosure | 3,100,000 | 3,100,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 585,490,000 | 585,393,000 |
Available-for-sale Securities, Fair Value Disclosure | 3,056,000 | 3,087,000 |
Contingent Consideration, Fair Value Disclosure | 8,112,000 | 7,601,000 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 585,490,000 | 585,393,000 |
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 |
Contingent Consideration, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 |
Contingent Consideration, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Available-for-sale Securities, Fair Value Disclosure | 3,056,000 | 3,087,000 |
Contingent Consideration, Fair Value Disclosure | $8,112,000 | $7,601,000 |
Fair_Value_Measurements_Fair_V1
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Assets (Details) (Available-for-sale Securities [Member], USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Available-for-sale Securities [Member] | ' | ' | ' | ' | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ||||
AFS Debt Security, Beginning Asset Value | $3,233 | $0 | $3,087 | $0 | ||||
AFS Debt Security, (losses) included in OCI | -177 | 0 | -31 | 0 | ||||
AFS Debt Security, Ending Asset Value | 3,056 | 0 | 3,056 | 0 | ||||
Unrealized (Gains) Losses Still Held - Assets | $177 | [1] | $0 | [1] | $31 | [1] | $0 | [1] |
[1] | Represents the unrealized (gains) losses recorded in earnings or other comprehensive (loss) income during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. |
Fair_Value_Measurements_Fair_V2
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Liabilities (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ||||
Contingent Consideration, Beginning Value | $6,854 | $6,081 | $7,601 | $11,230 | ||||
Contingent Consideration, issuances | 3,537 | 2,100 | 3,567 | 2,100 | ||||
Contingent Consideration, settlements | -750 | 0 | -780 | -4,250 | ||||
Contingent Consideration, (gains) losses included in earnings | -1,529 | [1] | 3,176 | [1] | -2,276 | [1] | 2,277 | [1] |
Contingent Consideration, Transfers, Net | 0 | 1,244 | 0 | 1,244 | ||||
Contingent Consideration, Ending Value | 8,112 | 12,601 | 8,112 | 12,601 | ||||
Unrealized (Gains) Losses Still Held - Liabilities | ($1,408) | [2] | $3,176 | [2] | ($2,155) | [2] | $2,277 | [2] |
[1] | Changes in the fair value of contingent consideration liabilities are classified as "Acquisition-related (benefit) expense, net" on the condensed consolidated statements of operations. | |||||||
[2] | Represents the unrealized (gains) losses recorded in earnings or other comprehensive (loss) income during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. |
Fair_Value_Measurements_Financ
Fair Value Measurements Financial Assets and Liabilities, Not Measured at Fair Value (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Cost Method Investments | $99,398 | $79,388 | |
Cost Method Investments, Fair Value Disclosure | 16,320 | 2,260 | |
Life Media Limited (F-Tuan) [Member] | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Cost Method Investments | 84,021 | 77,521 | |
Cost Method Investments, Fair Value Disclosure | 82,451 | 77,521 | [1] |
Cost-method Investments [Member] | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Cost Method Investments | $15,377 | $1,867 | |
[1] | The Company's cost method investment in F-tuan was determined to be other-than-temporarily impaired and was written down to its fair value of $77.5 million as of December 31, 2012. |
Income_Taxes_Text_Details
Income Taxes Text (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Other Current Assets [Member] | Other Current Assets [Member] | Other Assets [Member] | Other Assets [Member] | future amortization for the remainder of 2013 [Member] | future amortization through 2014 [Member] | future amortization through 2015 [Member] | |||||
Provision for income taxes | $15,936,000 | $26,857,000 | $62,657,000 | $128,297,000 | ' | ' | ' | ' | ' | ' | ' |
Income before provision for income taxes | 14,644,000 | 25,917,000 | 52,572,000 | 157,313,000 | ' | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate, Continuing Operations | 108.80% | 103.60% | 119.20% | 81.60% | ' | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid Taxes | ' | ' | ' | ' | $29,500,000 | $37,600,000 | $26,400,000 | $46,300,000 | $8,600,000 | $27,500,000 | $19,800,000 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Number of Principal Segments | ' | ' | 3 | 2 | ||||
Total revenue | $595,059,000 | $568,552,000 | $1,805,208,000 | $1,696,170,000 | ||||
Segment Cost of Revenue and Operating Expenses | 555,906,000 | [1] | 518,064,000 | [1] | 1,655,859,000 | [1] | 1,506,158,000 | [1] |
Segment operating income (loss) | 39,153,000 | [1] | 50,488,000 | [1] | 149,349,000 | [1] | 190,012,000 | [1] |
Stock-based compensation | 26,870,000 | 22,619,000 | 89,223,000 | 77,706,000 | ||||
Acquisition-related (benefit) expense, net | -1,529,000 | 2,431,000 | -2,276,000 | 744,000 | ||||
Loss on equity method investments | 25,000 | 138,000 | 58,000 | 8,694,000 | ||||
Other income (expense), net | -857,000 | -617,000 | 9,772,000 | -54,445,000 | ||||
Income before provision for income taxes | 14,644,000 | 25,917,000 | 52,572,000 | 157,313,000 | ||||
Provision for income taxes | 15,936,000 | 26,857,000 | 62,657,000 | 128,297,000 | ||||
Net (loss) income | -1,292,000 | -940,000 | -10,085,000 | 29,016,000 | ||||
North America [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 360,838,000 | [2] | 291,603,000 | [2] | 1,077,574,000 | [2] | 790,349,000 | [2] |
Segment Cost of Revenue and Operating Expenses | 335,670,000 | [1] | 252,510,000 | [1] | 962,532,000 | [1] | 667,655,000 | [1] |
Segment operating income (loss) | 25,168,000 | [1] | 39,093,000 | [1] | 115,042,000 | [1] | 122,694,000 | [1] |
Stock-based compensation | 21,100,000 | 13,100,000 | 69,500,000 | 48,200,000 | ||||
Acquisition-related (benefit) expense, net | -1,000,000 | -1,600,000 | -1,400,000 | -2,700,000 | ||||
EMEA [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 147,950,000 | 187,287,000 | [3] | 491,710,000 | 629,198,000 | [3] | ||
Segment Cost of Revenue and Operating Expenses | 132,346,000 | [1] | 158,179,000 | [1] | 417,222,000 | [1] | 531,968,000 | [1] |
Segment operating income (loss) | 15,604,000 | [1] | 29,108,000 | [1] | 74,488,000 | [1] | 97,230,000 | [1] |
Stock-based compensation | 2,600,000 | 3,800,000 | 9,100,000 | 10,300,000 | ||||
Acquisition-related (benefit) expense, net | -500,000 | 4,100,000 | -900,000 | 3,500,000 | ||||
German Breakage | ' | 18,500,000 | ' | ' | ||||
Rest of World [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | 86,271,000 | 89,662,000 | 235,924,000 | 276,623,000 | ||||
Segment Cost of Revenue and Operating Expenses | 87,890,000 | [1] | 107,375,000 | [1] | 276,105,000 | [1] | 306,535,000 | [1] |
Segment operating income (loss) | -1,619,000 | [1] | -17,713,000 | [1] | -40,181,000 | [1] | -29,912,000 | [1] |
Stock-based compensation | 3,200,000 | 5,800,000 | 10,600,000 | 19,200,000 | ||||
United States [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total revenue | $349,100,000 | $278,500,000 | $1,039,700,000 | $746,800,000 | ||||
[1] | Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision maker uses in assessing segment performance and making resource allocation decisions. For the three months ended September 30, 2013 and 2012, stock-based compensation expense was approximately $21.1 million and $13.1 million, respectively, for the North America segment, approximately $2.6 million and $3.8 million, respectively, for the EMEA segment and approximately $3.2 million and $5.8 million, respectively, for the Rest of World segment. For the three months ended September 30, 2013 and 2012, acquisition-related (benefit) expense, net was approximately $1.0 million and $1.6 million of benefit, respectively, for the North America segment and approximately $0.5 million of benefit and $4.1 million of expense, respectively, for the EMEA segment. For the nine months ended September 30, 2013 and 2012, stock-based compensation expense was approximately $69.5 million and $48.2 million, respectively, for the North America segment, approximately $9.1 million and $10.3 million, respectively, for the EMEA segment and approximately $10.6 million and $19.2 million, respectively, for the Rest of World segment. For the nine months ended September 30, 2013 and 2012, acquisition-related (benefit) expense, net was approximately $1.4 million and $2.7 million of benefit, respectively, for the North America segment and approximately $0.9 million of benefit and $3.5 million of expense, respectively, for the EMEA segment. Acquisition-related (benefit) expense, net for the North America segment includes gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the EMEA and Rest of World segments, which is consistent with the attribution used for internal reporting purposes. | |||||||
[2] | North America contains revenue from the United States of $349.1 million and $278.5 million for the three months ended September 30, 2013 and 2012, respectively, and $1,039.7 million and $746.8 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||
[3] | EMEA segment revenue for the three and nine months ended September 30, 2012 included an $18.5 million one-time increase to third party revenue for unredeemed vouchers ("Groupons") in Germany, which represented the cumulative impact of deals in that jurisdiction for which, based on a German tax ruling, the Company's obligation to the merchant would have ended prior to the quarter ended September 30, 2012. |
Segment_Information_Total_Asse
Segment Information Total Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Segment Reporting Information [Line Items] | ' | ' | ||
Total Assets | $1,950,540 | $2,031,474 | ||
Percentage of assets, minimum for disclosure | 10.00% | ' | ||
North America [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total Assets | 1,186,467 | [1] | 1,177,314 | [1] |
EMEA [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total Assets | 599,523 | 649,978 | ||
Rest of World [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total Assets | 164,550 | 204,182 | ||
United States [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total Assets | $1,144,600 | $1,112,600 | ||
[1] | North America contains assets from the United States of $1,144.6 million and $1,112.6 million as of SeptemberB 30, 2013 and DecemberB 31, 2012, respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated total assets as of SeptemberB 30, 2013 or DecemberB 31, 2012. |
Segment_Information_Revenue_by
Segment Information Revenue by Segment and Category (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Primary Categories | 3 | ' | ' | ' | ||||
Third party and other | $394,987 | $423,564 | $1,252,966 | $1,466,602 | ||||
Direct | 200,072 | 144,988 | 552,242 | 229,568 | ||||
Total revenue | 595,059 | 568,552 | 1,805,208 | 1,696,170 | ||||
North America [Member] | ' | ' | ' | ' | ||||
Total revenue | 360,838 | [1] | 291,603 | [1] | 1,077,574 | [1] | 790,349 | [1] |
EMEA [Member] | ' | ' | ' | ' | ||||
Total revenue | 147,950 | 187,287 | [2] | 491,710 | 629,198 | [2] | ||
Rest of World [Member] | ' | ' | ' | ' | ||||
Total revenue | 86,271 | 89,662 | 235,924 | 276,623 | ||||
Local [Member] | ' | ' | ' | ' | ||||
Third party and other | 301,144 | [3] | 299,177 | [3] | 955,458 | [3] | 1,081,521 | [3] |
Direct | 1,040 | [3] | 6,450 | [3] | 1,733 | [3] | 12,037 | [3] |
Total revenue | 302,184 | [3] | 305,627 | [3] | 957,191 | [3] | 1,093,558 | [3] |
Local [Member] | North America [Member] | ' | ' | ' | ' | ||||
Third party and other | 158,189 | [3] | 134,993 | [3] | 503,899 | [3] | 510,310 | [3] |
Direct | 1,040 | [3] | 6,450 | [3] | 1,733 | [3] | 12,037 | [3] |
Total revenue | 159,229 | [3] | 141,443 | [3] | 505,632 | [3] | 522,347 | [3] |
Local [Member] | EMEA [Member] | ' | ' | ' | ' | ||||
Third party and other | 91,448 | [3] | 109,552 | [3] | 311,644 | [3] | 399,153 | [3] |
Direct | 0 | [3] | 0 | [3] | 0 | [3] | 0 | [3] |
Total revenue | 91,448 | [3] | 109,552 | [3] | 311,644 | [3] | 399,153 | [3] |
Local [Member] | Rest of World [Member] | ' | ' | ' | ' | ||||
Third party and other | 51,507 | [3] | 54,632 | [3] | 139,915 | [3] | 172,058 | [3] |
Direct | 0 | [3] | 0 | [3] | 0 | [3] | 0 | [3] |
Total revenue | 51,507 | [3] | 54,632 | [3] | 139,915 | [3] | 172,058 | [3] |
Goods [Member] | ' | ' | ' | ' | ||||
Third party and other | 53,222 | 84,374 | 172,877 | 247,931 | ||||
Direct | 199,032 | 138,538 | 550,509 | 213,278 | ||||
Total revenue | 252,254 | 222,912 | 723,386 | 461,209 | ||||
Goods [Member] | North America [Member] | ' | ' | ' | ' | ||||
Third party and other | 3,999 | 13,064 | 11,794 | 48,392 | ||||
Direct | 181,915 | 126,608 | 511,357 | 181,664 | ||||
Total revenue | 185,914 | 139,672 | 523,151 | 230,056 | ||||
Goods [Member] | EMEA [Member] | ' | ' | ' | ' | ||||
Third party and other | 32,008 | 49,649 | 110,821 | 137,322 | ||||
Direct | 9,271 | 9,880 | 18,903 | 27,373 | ||||
Total revenue | 41,279 | 59,529 | 129,724 | 164,695 | ||||
Goods [Member] | Rest of World [Member] | ' | ' | ' | ' | ||||
Third party and other | 17,215 | 21,661 | 50,262 | 62,217 | ||||
Direct | 7,846 | 2,050 | 20,249 | 4,241 | ||||
Total revenue | 25,061 | 23,711 | 70,511 | 66,458 | ||||
Travel and other [Member] | ' | ' | ' | ' | ||||
Third party and other | 40,621 | 40,013 | 124,631 | 137,150 | ||||
Direct | 0 | 0 | 0 | 4,253 | ||||
Total revenue | 40,621 | 40,013 | 124,631 | 141,403 | ||||
Travel and other [Member] | North America [Member] | ' | ' | ' | ' | ||||
Third party and other | 15,695 | 10,488 | 48,791 | 37,946 | ||||
Direct | 0 | 0 | 0 | 0 | ||||
Total revenue | 15,695 | 10,488 | 48,791 | 37,946 | ||||
Travel and other [Member] | EMEA [Member] | ' | ' | ' | ' | ||||
Third party and other | 15,223 | 18,206 | 50,342 | 61,097 | ||||
Direct | 0 | 0 | 0 | 4,253 | ||||
Total revenue | 15,223 | 18,206 | 50,342 | 65,350 | ||||
Travel and other [Member] | Rest of World [Member] | ' | ' | ' | ' | ||||
Third party and other | 9,703 | 11,319 | 25,498 | 38,107 | ||||
Direct | 0 | 0 | 0 | 0 | ||||
Total revenue | $9,703 | $11,319 | $25,498 | $38,107 | ||||
[1] | North America contains revenue from the United States of $349.1 million and $278.5 million for the three months ended September 30, 2013 and 2012, respectively, and $1,039.7 million and $746.8 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||
[2] | EMEA segment revenue for the three and nine months ended September 30, 2012 included an $18.5 million one-time increase to third party revenue for unredeemed vouchers ("Groupons") in Germany, which represented the cumulative impact of deals in that jurisdiction for which, based on a German tax ruling, the Company's obligation to the merchant would have ended prior to the quarter ended September 30, 2012. | |||||||
[3] | Includes revenue from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). |
Segment_Information_Gross_Prof
Segment Information Gross Profit by Segment and Category (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | $359,622 | $386,766 | $1,123,325 | $1,259,702 | ||||
North America [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 171,569 | 160,568 | 538,511 | 503,749 | ||||
EMEA [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 123,681 | 162,574 | 416,933 | 545,462 | ||||
Rest of World [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 64,372 | 63,624 | 167,881 | 210,491 | ||||
Local [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 263,655 | [1] | 263,491 | [1] | 833,318 | [1] | 907,249 | [1] |
Local [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 264,502 | [1] | 262,272 | [1] | 834,108 | [1] | 905,340 | [1] |
Local [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | -847 | [1] | 1,219 | [1] | -790 | [1] | 1,909 | [1] |
Local [Member] | North America [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 138,357 | [1] | 123,036 | [1] | 438,391 | [1] | 411,551 | [1] |
Local [Member] | North America [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 139,204 | [1] | 121,817 | [1] | 439,181 | [1] | 409,642 | [1] |
Local [Member] | North America [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | -847 | [1] | 1,219 | [1] | -790 | [1] | 1,909 | [1] |
Local [Member] | EMEA [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 81,194 | [1] | 99,136 | [1] | 276,300 | [1] | 361,963 | [1] |
Local [Member] | EMEA [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 81,194 | [1] | 99,136 | [1] | 276,300 | [1] | 361,963 | [1] |
Local [Member] | EMEA [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Local [Member] | Rest of World [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 44,104 | [1] | 41,319 | [1] | 118,627 | [1] | 133,735 | [1] |
Local [Member] | Rest of World [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 44,104 | [1] | 41,319 | [1] | 118,627 | [1] | 133,735 | [1] |
Local [Member] | Rest of World [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Goods [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 62,568 | 88,553 | 184,761 | 235,398 | ||||
Goods [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 43,085 | 72,397 | 134,088 | 210,902 | ||||
Goods [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 19,483 | 16,156 | 50,673 | 24,496 | ||||
Goods [Member] | North America [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 21,609 | 28,068 | 61,042 | 61,748 | ||||
Goods [Member] | North America [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 3,519 | 11,789 | 10,317 | 38,346 | ||||
Goods [Member] | North America [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 18,090 | 16,279 | 50,725 | 23,402 | ||||
Goods [Member] | EMEA [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 28,943 | 46,963 | 96,025 | 127,559 | ||||
Goods [Member] | EMEA [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 28,036 | 44,928 | 96,264 | 124,550 | ||||
Goods [Member] | EMEA [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 907 | 2,035 | -239 | 3,009 | ||||
Goods [Member] | Rest of World [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 12,016 | 13,522 | 27,694 | 46,091 | ||||
Goods [Member] | Rest of World [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 11,530 | 15,680 | 27,507 | 48,006 | ||||
Goods [Member] | Rest of World [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 486 | -2,158 | 187 | -1,915 | ||||
Travel and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 33,399 | 34,722 | 105,246 | 117,055 | ||||
Travel and other [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 33,399 | 34,722 | 105,246 | 116,526 | ||||
Travel and other [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 0 | 0 | 0 | 529 | ||||
Travel and other [Member] | North America [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 11,603 | 9,464 | 39,078 | 30,450 | ||||
Travel and other [Member] | North America [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 11,603 | 9,464 | 39,078 | 30,450 | ||||
Travel and other [Member] | North America [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 0 | 0 | 0 | 0 | ||||
Travel and other [Member] | EMEA [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 13,544 | 16,475 | 44,608 | 55,940 | ||||
Travel and other [Member] | EMEA [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 13,544 | 16,475 | 44,608 | 55,411 | ||||
Travel and other [Member] | EMEA [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 0 | 0 | 0 | 529 | ||||
Travel and other [Member] | Rest of World [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 8,252 | 8,783 | 21,560 | 30,665 | ||||
Travel and other [Member] | Rest of World [Member] | Third party and other [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | 8,252 | 8,783 | 21,560 | 30,665 | ||||
Travel and other [Member] | Rest of World [Member] | Direct [Member] | ' | ' | ' | ' | ||||
Gross Profit by Category [Line Items] | ' | ' | ' | ' | ||||
Gross Profit | $0 | $0 | $0 | $0 | ||||
[1] | Includes revenue from deals with local merchants, from deals with national merchants, and through local events (i.e., GrouponLive deals). |
Related_Parties_Details
Related Parties (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
InnerWorkings [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | $0.10 | $0.20 | $0.10 | $0.90 |
Echo Global Logistics [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | ' | $1.30 | ' | $1.90 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Nov. 06, 2013 |
Subsequent Event [Line Items] | ' |
Total consideration transferred | $260 |
Cash | 100 |
Remaining consideration to be transferred | $160 |