Cover Document
Cover Document - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Entity Registrant Name | Groupon, Inc. | |
Entity Central Index Key | 1,490,281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Common Class A [Member] | ||
Common Stock, Shares, Outstanding | 611,890,572 | |
Common Class B [Member] | ||
Common Stock, Shares, Outstanding | 2,399,976 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 963,559 | $ 1,016,634 |
Accounts receivable, net | 76,121 | 90,597 |
Deferred income taxes | 19,349 | 16,271 |
Prepaid expenses and other current assets | 223,986 | 192,382 |
Current assets held for sale | 0 | 85,445 |
Total current assets | 1,283,015 | 1,401,329 |
Property, equipment and software, net | 202,714 | 176,004 |
Goodwill | 291,084 | 236,756 |
Intangible assets, net | 40,841 | 30,609 |
Investments | 163,789 | 24,298 |
Deferred income taxes, non-current | 28,791 | 41,323 |
Other non-current assets | 20,407 | 16,173 |
Non-current assets held for sale | 0 | 301,105 |
Total Assets | 2,030,641 | 2,227,597 |
Current liabilities: | ||
Short-term borrowings | 195,000 | 0 |
Accounts payable | 15,503 | 13,822 |
Accrued merchant and supplier payables | 640,044 | 772,156 |
Accrued expenses | 260,883 | 214,260 |
Deferred income taxes | 28,573 | 31,998 |
Other current liabilities | 142,925 | 127,121 |
Current liabilities held for sale | 0 | 166,239 |
Total current liabilities | 1,282,928 | 1,325,596 |
Deferred income taxes, non-current | 4,756 | 773 |
Other non-current liabilities | 142,005 | 129,531 |
Non-current liabilities held for sale | 0 | 6,753 |
Total Liabilities | $ 1,429,689 | $ 1,462,653 |
Commitments and contingencies (see Note 7) | ||
Stockholders' Equity | ||
Additional paid-in capital | $ 1,933,994 | $ 1,847,420 |
Treasury stock, at cost, 93,141,211 shares at September 30, 2015 and 27,239,104 shares at December 31, 2014 | (532,530) | (198,467) |
Accumulated deficit | (854,764) | (921,960) |
Accumulated other comprehensive income | 53,369 | 35,763 |
Total Groupon, Inc. Stockholders' Equity | 600,140 | 762,826 |
Noncontrolling interests | 812 | 2,118 |
Total Equity | 600,952 | 764,944 |
Total Liabilities and Equity | 2,030,641 | 2,227,597 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common Stock, Value, Issued | 71 | 70 |
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 Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Investments at Fair Value | $ 149,200 | $ 7,400 |
Treasury Stock [Member] | ||
Treasury Stock, Shares | 93,141,211 | 27,239,104 |
Common Stock [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
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] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 714,074,671 | 699,008,084 |
Common Stock, Shares, Outstanding | 620,933,460 | 671,768,980 |
Common Class B [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Third party and other | $ 326,306 | $ 362,903 | $ 1,027,273 | $ 1,133,109 |
Direct | 387,289 | 351,366 | 1,175,073 | 1,025,786 |
Total revenue | 713,595 | 714,269 | 2,202,346 | 2,158,895 |
Cost of revenue: | ||||
Third party and other | 46,050 | 50,774 | 145,292 | 153,333 |
Direct | 338,633 | 308,217 | 1,043,729 | 918,362 |
Total cost of revenue | 384,683 | 358,991 | 1,189,021 | 1,071,695 |
Gross profit | 328,912 | 355,278 | 1,013,325 | 1,087,200 |
Operating expenses: | ||||
Marketing | 61,587 | 55,258 | 171,127 | 182,142 |
Selling, general and administrative | 326,248 | 299,275 | 904,816 | 905,919 |
Restructuring charges | 24,146 | 0 | 24,146 | 0 |
Gain on disposition of business | (13,710) | 0 | (13,710) | 0 |
Acquisition-related (benefit) expense, net | 1,064 | (304) | 1,300 | 2,078 |
Total operating expenses | 399,335 | 354,229 | 1,087,679 | 1,090,139 |
Income (loss) from operations | (70,423) | 1,049 | (74,354) | (2,939) |
Other expense, net | (8,160) | (20,056) | (25,146) | (21,919) |
Loss from continuing operations before provision for income taxes | (78,583) | (19,007) | (99,500) | (24,858) |
Provision for income taxes | (53,970) | (6,434) | (42,881) | 20,181 |
Loss from continuing operations | (24,613) | (12,573) | (56,619) | (45,039) |
Income (loss) from discontinued operations, net of tax | 0 | (6,445) | 133,463 | (30,264) |
Net loss | (24,613) | (19,018) | 76,844 | (75,303) |
Net income attributable to noncontrolling interests | (3,002) | (2,190) | (9,648) | (6,575) |
Net loss attributable to Groupon, Inc. | $ (27,615) | $ (21,208) | $ 67,196 | $ (81,878) |
Basic net income (loss) per share | ||||
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) |
Basic, net (loss) earnings per share | (0.04) | (0.03) | 0.10 | (0.12) |
Diluted net income (loss) per share | ||||
Continuing operations | (0.04) | (0.02) | (0.10) | (0.08) |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) |
Diluted, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) |
Weighted average number of shares outstanding | ||||
Basic, weighted average number of shares outstanding | 644,894,785 | 669,526,524 | 664,302,630 | 675,814,535 |
Diluted, weighted average number of shares outstanding | 644,894,785 | 669,526,524 | 664,302,630 | 675,814,535 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss from continuing operations | $ (24,613) | $ (12,573) | $ (56,619) | $ (45,039) |
Other comprehensive (loss) income, net of tax: | ||||
Reclassification of amount included in net income (loss) from continuing operations | (4,400) | |||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 26 | 0 | 79 | 0 |
Net unrealized gain (loss) during period | (193) | (425) | (17) | (799) |
Reclassification adjustment for impairment included in income (loss) from continuing operations | 0 | 831 | 0 | 831 |
Comprehensive loss | (26,932) | (16,785) | 94,450 | (65,372) |
Net loss from discontinued operations | $ 0 | $ (6,445) | $ 133,463 | $ (30,264) |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments | ||||
Comprehensive income attributable to noncontrolling interests | $ (3,002) | $ (2,187) | $ (9,648) | $ (6,388) |
Comprehensive loss attributable to Groupon Inc. | (29,934) | (18,972) | 84,802 | (71,760) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net change in unrealized gain (loss), net, on AFS | (193) | 406 | (17) | 32 |
Continuing Operations [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net unrealized gain (losses) during the period | (1,246) | 11,879 | 6,085 | 10,701 |
Reclassification of amount included in net income (loss) from continuing operations | (906) | 0 | 3,495 | 0 |
Net change in unrealized gain (loss) - Foreign Currency Translation | (2,152) | 11,879 | 9,580 | 10,701 |
Other comprehensive income | (2,319) | 12,285 | 9,642 | 10,733 |
Comprehensive loss | (26,932) | (288) | (46,977) | (34,306) |
Discontinued Operations, Disposed of by Sale [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net unrealized gain (losses) during the period | 0 | (10,052) | (4,349) | (802) |
Reclassification of amount included in net income (loss) from continuing operations | 0 | 0 | 12,313 | 0 |
Net change in unrealized gain (loss) - Foreign Currency Translation | 0 | (10,052) | 7,964 | (802) |
Other comprehensive income | $ 0 | $ (16,497) | $ 141,427 | $ (31,066) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) Condensed Consolidated Statements of Comprehensive Income (Loss) Parenthetical - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income Parenthetical [Abstract] | ||||
Tax effects for change in unrealized gain (loss) | $ (116) | $ 248 | $ (9) | $ 23 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | 5 | 15 | ||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total Equity [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] |
Beginning Balance, Shares, Outstanding at Dec. 31, 2014 | 701,408,060 | |||||||||
Beginning Balance, Equity at Dec. 31, 2014 | $ 764,944 | $ 70 | $ 1,847,420 | $ (921,960) | $ 35,763 | $ 762,826 | $ 2,118 | $ 764,944 | ||
Beginning Balance, Treasury Stock, Shares at Dec. 31, 2014 | (27,239,104) | |||||||||
Beginning Balance, Treasury Stock, Value at Dec. 31, 2014 | (198,467) | $ (198,467) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | $ 76,844 | 67,196 | 67,196 | 9,648 | 76,844 | |||||
Foreign currency translation, net of tax | 17,544 | 0 | 17,544 | $ 17,544 | ||||||
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | 79 | 79 | 0 | 79 | ||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (17) | (17) | (17) | |||||||
Issuance of unvested restricted stock | 2,203,861 | |||||||||
Exercise of stock options, shares | 604,432 | |||||||||
Exercise of stock options, value | 816 | 816 | 816 | |||||||
Vesting of restricted stock units, shares | 16,419,868 | |||||||||
Vesting of restricted stock units, value | $ 2 | (2) | ||||||||
Shares issued under employee stock purchase plan, shares | 1,037,198 | |||||||||
Shares issued under employee stock purchase plan, value | 4,857 | 4,857 | 4,857 | |||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (5,198,772) | |||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | $ (1) | (35,162) | (35,163) | (35,163) | ||||||
Stock-based compensation on equity-classified awards | 120,158 | 120,158 | 120,158 | |||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (4,093) | (4,093) | (4,093) | |||||||
Purchases of treasury stock, shares | (65,902,107) | |||||||||
Purchases of treasury stock, value | $ (334,063) | (334,063) | (334,063) | |||||||
Partnership distributions to noncontrolling interest holders | (10,954) | (10,954) | ||||||||
Ending Balance, Treasury Stock, Shares at Sep. 30, 2015 | (93,141,211) | |||||||||
Ending Balance, Treasury Stock, Value at Sep. 30, 2015 | $ (532,530) | $ (532,530) | ||||||||
Ending Balance, Shares, Outstanding at Sep. 30, 2015 | 716,474,647 | |||||||||
Ending Balance, Equity at Sep. 30, 2015 | $ 600,952 | $ 71 | $ 1,933,994 | $ (854,764) | $ 53,369 | $ 600,140 | $ 812 | $ 600,952 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Operating activities | |||
Net loss | $ 76,844 | $ (75,303) | |
Less: Income (loss) from discontinued operations | 133,463 | (30,264) | |
Loss from continuing operations | (56,619) | (45,039) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation, Depletion and Amortization | 84,241 | 68,731 | |
Amortization of acquired intangible assets | 14,966 | 16,188 | |
Share-based Compensation | [1] | 109,204 | 85,329 |
Restructuring charges | 24,146 | 0 | |
Gain on disposition of business | (13,710) | 0 | |
Deferred income taxes | (15,252) | (1,956) | |
Excess tax benefits on stock-based compensation | (6,198) | (12,573) | |
Loss on equity method investments | 0 | 459 | |
Gain from changes in fair value of contingent consideration | [2] | (268) | (1,059) |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 2,114 | 0 | |
Impairment of investments | 0 | 2,036 | |
Change in assets and liabilities, net of acquisitions: | |||
Restricted cash | 4,555 | 7,686 | |
Accounts receivable | 6,353 | (26,557) | |
Prepaid expenses and other current assets | (39,813) | (22,883) | |
Accounts payable | (944) | (12,973) | |
Accrued merchant and supplier payables | (101,852) | (101,070) | |
Accrued expenses and other current liabilities | 33,413 | (21,103) | |
Other, net | (1,242) | 44,009 | |
Net cash provided by (used in) operating activities from continuing operations | 43,094 | (20,775) | |
Net cash used in operating activities from discontinued operations | (36,578) | 22,777 | |
Net cash provided by (used in) operating activities | 6,516 | 2,002 | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (68,481) | (63,443) | |
Cash derecognized upon disposition of subsidiary | (1,404) | 0 | |
Acquisitions of businesses, net of acquired cash | (70,130) | (45,397) | |
Purchases of investments | (5,000) | (6,704) | |
Proceeds from sale of investment | 1,231 | 0 | |
Settlements of liabilities related to purchase of additional interest in consolidated subsidiary | (1,072) | (1,599) | |
Purchases of intangible assets | (1,156) | (500) | |
Net cash used in investing activities from continuing operations | (146,012) | (117,643) | |
Net cash used in investing activities from discontinued operations | 244,470 | (75,924) | |
Net cash used in investing activities | 98,458 | (193,567) | |
Financing activities | |||
Proceeds from borrowings under revolving credit facility | 195,000 | 0 | |
Payments for purchases of treasury stock | (329,378) | (145,395) | |
Excess tax benefits on stock-based compensation | 6,198 | 12,573 | |
Taxes paid related to net share settlements of stock-based compensation awards | (34,477) | (32,390) | |
Common stock issuance costs in connection with acquisition of business | 0 | (1,187) | |
Settlements of purchase price obligations related to acquisitions | 0 | (3,136) | |
Proceeds from stock option exercises and employee stock purchase plan | 5,673 | 6,204 | |
Partnership distribution payments to noncontrolling interest holders | (10,954) | (6,178) | |
Payment of Contingent Consideration | (382) | 0 | |
Payments of capital lease obligations | (17,670) | (3,559) | |
Net cash used in financing activities | (185,990) | (173,068) | |
Effect of exchange rate changes on cash and cash equivalents | (27,338) | (20,671) | |
Net decrease in cash and cash equivalents, including cash classified within current assets held for sale | (108,354) | (385,304) | |
Less: Increase in cash and cash equivalents classified within current assets held for sale | (55,279) | 43,324 | |
Net decrease in cash and cash equivalents | (53,075) | (428,628) | |
Cash and cash equivalents, beginning of period | 1,016,634 | 1,240,472 | |
Cash and cash equivalents, end of period | 963,559 | 811,844 | |
Non-cash investing and financing activities | |||
Equipment acquired under capital lease obligations | 40,927 | 18,546 | |
Shares issued to settle liability-classified awards and contingent consideration | 0 | 1,041 | |
Liability for purchases of treasury stock | 5,059 | 120 | |
Contingent consideration liabilities incurred in connection with acquisitions | 9,605 | 4,006 | |
Liability for purchase consideration | 250 | 359 | |
Liability for purchase of additional interests in consolidated subsidiaries | 526 | 2,296 | |
Continuing Operations [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Share-based Compensation | 109,200 | 85,300 | |
Non-cash investing and financing activities | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software - DiscOps | 1,500 | 5,061 | |
Discontinued Operations [Abstract] | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software - DiscOps | 1,500 | 5,061 | |
Discontinued Operations [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Share-based Compensation | 5,300 | 4,700 | |
Non-cash investing and financing activities | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software - DiscOps | 0 | 447 | |
Discontinued Operations [Abstract] | |||
Issuance of common stock in connection with acquisition of business | 0 | 162,862 | |
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software - DiscOps | 0 | 447 | |
Monster LP [Member] | |||
Non-cash investing and financing activities | |||
Noncash or Part Noncash Acquisition, Investments Acquired | 122,100 | 0 | |
GroupMax [Member] | |||
Non-cash investing and financing activities | |||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 16,400 | $ 0 | |
[1] | Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other income (expense), net, includes $0.1 million and $0.2 million of additional stock-based compensation for the three and nine months ended September 30, 2015. | ||
[2] | Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and subsidiaries (the "Company"), which commenced operations in October 2008, operates online local commerce marketplaces throughout the world that connect 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. Customers can access the Company's deal offerings directly through its websites and mobile applications and indirectly using search engines. The Company also sends emails to its subscribers with deal offerings that are targeted by location and personal preferences. The Company's operations are organized into three 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"). See Note 14, "Segment Information." In January 2014, the Company acquired all of the outstanding equity interests of LivingSocial Korea, Inc., including its subsidiary Ticket Monster, Inc. ("Ticket Monster"), for total consideration of $259.4 million , consisting of $96.5 million in cash and $162.9 million of Class A common stock. Ticket Monster is an e-commerce company based in the Republic of Korea that connects merchants to consumers by offering goods and services at a discount. The operations of Ticket Monster were previously reported in the Company's Rest of World segment. On May 27, 2015, the Company sold a controlling stake in Ticket Monster that resulted in its deconsolidation. The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements for the nine months ended September 30, 2015 and the three and nine months ended September 30, 2014 . Additionally, the assets and liabilities of Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. See Note 2, "Discontinued Operations and Other Dispositions," for additional 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 income (loss), 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, 2015. 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, 2014, as filed with the SEC on February 13, 2015. 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." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the cost method, the fair value option or as available-for-sale securities, as appropriate. Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. Use of Estimates The preparation of condensed 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. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS AND OTHER DISPOSITIONS Discontinued Operations On May 27, 2015, the Company sold a controlling stake in Ticket Monster to an investor group. See Note 5, " Investments ," for information about this transaction. The Company recognized a pre-tax gain on the disposition of $202.2 million ( $138.0 million net of tax), which represents the excess of (a) the $398.8 million in net consideration received, consisting of (i) $285.0 million in cash proceeds and (ii) the $122.1 million fair value of its retained minority investment, less (iii) $8.3 million in transaction costs, over (b) the sum of (i) the $184.3 million net book value of Ticket Monster upon the closing of the transaction and (ii) Ticket Monster's $12.3 million cumulative translation loss, which was reclassified to earnings. The Company adopted the guidance in Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity , on January 1, 2015 for disposal transactions that occur on or after that date. Under that guidance, a component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the Ticket Monster disposition transaction and determined that those conditions for discontinued operations presentation have been met. As such, the financial results of Ticket Monster, the gain on disposition and the related income tax effects are reported within discontinued operations in the accompanying condensed consolidated financial statements. The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three months ended September 30, 2014 and the nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 (1) 2014 Third party and other revenue $ 36,900 $ 28,145 $ 99,064 Direct revenue 5,885 39,065 8,308 Third party and other cost of revenue (10,723 ) (13,958 ) (28,893 ) Direct cost of revenue (7,196 ) (38,031 ) (9,952 ) Marketing expense (4,677 ) (8,495 ) (20,992 ) Selling, general and administrative expense (26,667 ) (38,102 ) (77,832 ) Other income, net 33 96 33 Loss from discontinued operations before gain on disposition and provision for income taxes (6,445 ) (31,280 ) (30,264 ) Gain on disposition — 202,158 — Provision for income taxes — (37,415 ) — Income (loss) from discontinued operations, net of tax $ (6,445 ) $ 133,463 $ (30,264 ) (1) The income from discontinued operations, net of tax, for the nine months ended September 30, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. The $37.4 million provision for income taxes for the nine months ended September 30, 2015 reflects (i) the $64.2 million current and deferred income tax effects of the Ticket Monster disposition during the second quarter of 2015, partially offset by (ii) a $26.8 million tax benefit that resulted from the recognition of a deferred tax asset related to the excess of the tax basis over the financial reporting basis of the Company's investment in Ticket Monster upon meeting the criteria for held-for-sale classification during the first quarter of 2015. No income tax benefits were recognized for the three and nine months ended September 30, 2014 because valuation allowances have been provided against the related net deferred tax assets. The following table summarizes the carrying amounts of the major classes of assets and liabilities held for sale in the condensed consolidated balance sheet as of December 31, 2014 (in thousands): December 31, 2014 Cash $ 55,279 Accounts receivable, net 14,557 Deferred income taxes 512 Property, equipment and software, net 6,471 Goodwill 211,054 Intangible assets, net 79,948 Other assets 18,729 Assets classified as held for sale $ 386,550 Accounts payable $ 8,033 Accrued merchant and supplier payables 138,411 Accrued expenses 16,092 Deferred income taxes 512 Other liabilities 9,944 Liabilities classified as held for sale $ 172,992 Other Dispositions Groupon India On August 6, 2015, the Company’s subsidiary in India ("Groupon India") completed an equity financing transaction with a third party investor that obtained a majority voting interest in the entity. See Note 5, " Investments ," for information about this transaction. The Company recognized a pre-tax gain on the disposition of $13.7 million , which represents the excess of (a) the sum of (i) $14.2 million in net consideration received, consisting of the $16.4 million fair value of its retained minority investment, less $1.3 million in transaction costs and a $0.9 million guarantee liability and (ii) Groupon India's $0.9 million cumulative translation gain, which was reclassified to earnings, over (b) the $1.4 million net book value of Groupon India upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. The gain from this transaction is presented as "Gain on disposition of business" in the accompanying condensed consolidated statements of operations. The financial results of Groupon India are presented within income from continuing operations in the accompanying condensed consolidated financial statements through the August 6, 2015 disposition date. Those financial results were not material for the three and nine months ended September 30, 2015 and 2014. |
Business Combinations (Notes)
Business Combinations (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS The Company acquired six businesses during the nine months ended September 30, 2015 . Business combinations are accounted for using the acquisition method, and the results of each of those acquired businesses are 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 acquisition price for recent acquisitions have been prepared on a preliminary basis, and changes to those allocations may occur as a result of final working capital adjustments and tax return filings. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid these premiums for a number of reasons, including growing the Company's merchant and customer base, acquiring assembled workforces, expanding its presence in international markets, expanding and advancing its product and service offerings and enhancing technology capabilities. The goodwill from these business combinations is generally not deductible for tax purposes. For the three and nine months ended September 30, 2015 , $0.6 million and $1.5 million , respectively, of external transaction costs related to business combinations, primarily consisting of legal and advisory fees, are classified within "Acquisition-related (benefit) expense, net" on the condensed consolidated statements of operations. OrderUp, Inc. On July 16, 2015, the Company acquired all of the outstanding equity interests of OrderUp, Inc. ("OrderUp"), an on-demand online and mobile food ordering and delivery marketplace based in the United States. The purpose of this acquisition was to extend the Company's local marketplaces in the food ordering and delivery sector and enhance related technology capabilities. The aggregate acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.6 million , which consisted of the following (in thousands): Cash $ 69,024 Contingent consideration 9,605 Total $ 78,629 The following table summarizes the allocation of the aggregate acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 61,140 Intangible assets: (1) Subscriber relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 85,990 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses 2,356 Other current liabilities 562 Deferred income taxes, non-current 2,500 Other non-current liabilities 21 Total liabilities assumed $ 7,361 Total acquisition price $ 78,629 (1) Acquired intangible assets have estimated useful lives of between 3 and 5 years. Other Acquisitions The Company acquired five other businesses during the nine months ended September 30, 2015 . The primary purpose of these acquisitions was to acquire an assembled workforce, expand internationally, expand and advance product offerings and enhance technology capabilities. The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,711 Liability for purchase consideration 250 Total $ 5,961 The following table summarizes the allocation of the aggregate acquisition price of the other acquisitions for the nine months ended September 30, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Subscriber relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 250 Total acquisition price $ 5,961 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. Pro forma results of operations for the OrderUp acquisition and these other acquisitions are not presented because the pro forma effects of those acquisitions, individually and in the aggregate, were not material to the Company's condensed consolidated results of operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the Company's goodwill activity by segment for the nine months ended September 30, 2015 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2014 $ 116,718 $ 102,179 $ 17,859 $ 236,756 Goodwill related to acquisitions 63,089 — 949 64,038 Goodwill related to disposition — — (975 ) (975 ) Foreign currency translation (1 ) (7,635 ) (1,099 ) (8,735 ) Balance as of September 30, 2015 $ 179,806 $ 94,544 $ 16,734 $ 291,084 The following tables summarize the Company's intangible assets (in thousands): September 30, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 52,859 $ 42,844 $ 10,015 Merchant relationships 9,771 8,042 1,729 Trade names 11,143 7,253 3,890 Developed technology 37,287 24,015 13,272 Brand relationships 7,960 2,675 5,285 Other intangible assets 20,006 13,356 6,650 Total $ 139,026 $ 98,185 $ 40,841 December 31, 2014 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 48,810 $ 37,744 $ 11,066 Merchant relationships 8,386 8,323 63 Trade names 10,532 6,935 3,597 Developed technology 25,352 21,713 3,639 Brand relationships 7,664 1,486 6,178 Other intangible assets 17,045 10,979 6,066 Total $ 117,789 $ 87,180 $ 30,609 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 related to intangible assets was $5.2 million and $5.1 million for the three months ended September 30, 2015 and 2014 , respectively, and $15.0 million and $16.2 million for the nine months ended September 30, 2015 and 2014 , respectively. As of September 30, 2015 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2015 $ 4,947 2016 16,111 2017 11,180 2018 7,643 2019 646 Thereafter 314 Total $ 40,841 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2015 | |
Investments, All Other Investments [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's investments (dollars in thousands): September 30, 2015 Percent Ownership of Voting Stock December 31, 2014 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 7,882 $ 2,527 Redeemable preferred shares 4,934 17% to 19% 4,910 17% to 19% Total available-for-sale securities 12,816 7,437 Cost method investments $ 14,612 2% to 10% $ 15,630 6% to 19% Equity method investments — —% 1,231 21% to 50% Fair value option investments 136,361 43% to 48% — Total investments $ 163,789 $ 24,298 The following table summarizes the amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company's available-for-sale securities as of September 30, 2015 and December 31, 2014 , respectively (in thousands): September 30, 2015 December 31, 2014 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale securities: Convertible debt securities $ 7,435 $ 447 $ — $ 7,882 $ 2,030 $ 497 $ — $ 2,527 Redeemable preferred shares 4,599 335 — 4,934 4,599 311 — 4,910 Total available-for-sale securities $ 12,034 $ 782 $ — $ 12,816 $ 6,629 $ 808 $ — $ 7,437 Investment in Monster LP On May 27, 2015, the Company completed the sale of a controlling stake in Ticket Monster to an investor group, whereby (a) the investor group contributed $350.0 million in cash to Monster Holdings LP ("Monster LP"), a newly-formed limited partnership, in exchange for 70,000,000 Class A units of Monster LP and (b) the Company contributed all of the issued and outstanding share capital of Ticket Monster to Monster LP in exchange for (i) 64,000,000 Class B units of Monster LP and (ii) $285.0 million in cash consideration. The investor group and Mr. Daniel Shin, the current chief executive officer and founder of Ticket Monster, will contribute an additional $10.0 million of cash consideration to Monster LP within six months of the closing date in exchange for 2,000,000 Class A units of Monster LP. Additionally, Monster LP is authorized to issue 20,321,839 Class C units to its management that will be subject to time-based vesting conditions and, for a portion of Class C units, a performance-based vesting condition. The Class A units of Monster LP are entitled to a $486.0 million liquidation preference, which must be paid prior to any distributions to the holders of Class B and Class C units. All distributions in excess of $486.0 million and up to $680.0 million will be paid to holders of Class B units. Holders of Class B units will be entitled to share in distributions between $703.0 million and $1,116.0 million in accordance with the terms of Monster LP's distribution waterfall, and distributions in excess of $1,116.0 million will be made pro rata to all unit holders. In connection with the disposition of Ticket Monster as discussed above, the Company obtained a minority limited partner interest in Monster LP. The investment in Monster LP was measured at its fair value of $122.1 million as of its acquisition date. The initial fair value was determined using the backsolve valuation method, which is a form of the market approach. Under this method, assumptions are made about the expected time to liquidity, volatility and risk-free rate such that the price paid by a third-party investor in a recent financing round can be used to determine the value of the entity and its other securities using option-pricing methodologies. The $122.1 million fair value of the Company's investment in Monster LP was based on the contractual liquidation preferences and the following valuation assumptions: 4-year expected time to a liquidity event, 60% volatility and a 1.3% risk-free rate. The initial fair value of Monster LP, determined using the backsolve method, was calibrated to a discounted cash flow valuation, an income approach, and was further corroborated using a market approach. The Company has made an irrevocable election to account for its minority limited partner interest in Monster LP at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting because it believes that fair value is the most relevant measurement attribute for this investment, as well as to reduce operational and accounting complexity. As of September 30, 2015 , the Company measured the fair value of Monster LP using the discounted cash flow method and the market approach. The Company recognized a loss of $2.5 million and $2.0 million from changes in the fair value of its investment in Monster LP for the three and nine months ended September 30, 2015 , respectively. The following table summarizes the condensed consolidated financial information for Monster LP (in thousands): Three Months Ended Period from May 28, 2015 through September 30, 2015 (1) Revenue $ 33,465 $ 47,575 Gross profit (6,826 ) (2,488 ) Loss before income taxes (38,425 ) (46,764 ) Net loss (38,485 ) (46,764 ) September 30, 2015 Current assets $ 149,662 Non-current assets 483,108 Current liabilities 223,667 Non-current liabilities 7,038 (1) The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. Investment in GroupMax On August 6, 2015, the Company's subsidiary in India ("Groupon India") completed an equity financing transaction with a third party investor that obtained a majority voting interest in the entity, whereby (a) the investor contributed $17.0 million in cash to GroupMax Pte Ltd. ("GroupMax"), a newly formed Singapore-based entity, in exchange for Series A Preference Shares and (b) the Company contributed the shares of Groupon India to GroupMax in exchange for seed preference shares of GroupMax. Additionally, GroupMax is authorized to issue up to 376,096 options on ordinary shares to its employees that will be subject to time-based vesting conditions and performance based vesting conditions. The Series A Preference Shares are entitled to a $17.0 million liquidation preference, which must be paid prior to any distributions to the other equity holders. In connection with the disposition of Groupon India as discussed above, the Company obtained a minority investment in GroupMax. The investment in GroupMax was measured at its fair value of $16.4 million as of its acquisition date. The initial fair value was determined using the backsolve valuation method. The $16.4 million fair value of the Company's investment in GroupMax was based on the contractual liquidation preferences and the following valuation assumptions: 5-year expected time to a liquidity event, 65% volatility and a 1.6% risk-free rate. The initial fair value of GroupMax, determined using the backsolve method, was calibrated to a discounted cash flow valuation, an income approach, and was further corroborated using a market approach. The Company has made an irrevocable election to account for its minority investment in GroupMax at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting because it believes that fair value is the most relevant measurement attribute for this investment, as well as to reduce operational and accounting complexity. As of September 30, 2015 , the Company measured the fair value of GroupMax using the discounted cash flow method and the market approach. The Company recognized a loss of $0.1 million from changes in the fair value of its investment in GroupMax from the acquisition date to September 30, 2015 . |
Supplemental Consolidated Balan
Supplemental Consolidated Balance Sheet and Statement of Operations Information | 9 Months Ended |
Sep. 30, 2015 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Supplemental Consolidated Balance Sheets and Statements of Operations Information | SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes the Company's other income (expense), net for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest income $ 331 $ 291 $ 888 $ 1,087 Interest expense (783 ) (207 ) (1,926 ) (428 ) Impairments of investments — (1,448 ) — (2,036 ) Loss on equity method investments — (91 ) — (459 ) Loss on changes in fair value of investments (2,564 ) — (2,114 ) — Foreign currency gains (losses), net (1) (5,153 ) (18,619 ) (22,118 ) (20,092 ) Other 9 18 124 9 Other income (expense), net $ (8,160 ) $ (20,056 ) $ (25,146 ) $ (21,919 ) (1) Foreign currency gains (losses), net for the nine months ended September 30, 2015 includes a $4.4 million cumulative translation adjustment loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition. The following table summarizes the Company's prepaid expenses and other current assets as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Unamortized tax effects on intercompany transactions $ 1,076 $ 14,170 Finished goods inventories 57,294 52,237 Prepaid expenses 50,982 32,758 Restricted cash 4,672 10,852 Income taxes receivable 78,431 41,769 VAT receivable 11,817 17,746 Prepaid marketing — 7,413 Other 19,714 15,437 Total prepaid expenses and other current assets $ 223,986 $ 192,382 The following table summarizes the Company's accrued merchant and supplier payables as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Accrued merchant payables $ 430,405 $ 499,317 Accrued supplier payables (1) 209,639 272,839 Total accrued merchant and supplier payables $ 640,044 $ 772,156 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes the Company's accrued expenses as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Marketing $ 15,968 $ 15,962 Refunds reserve 27,616 32,535 Payroll and benefits 51,360 59,802 Customer credits 34,671 42,729 Professional fees 16,195 14,254 Restructuring-related liabilities 21,289 — Other 93,784 48,978 Total accrued expenses $ 260,883 $ 214,260 The following table summarizes the Company's other current liabilities as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Income taxes payable $ 11,364 $ 14,461 VAT payable 22,244 30,778 Sales taxes payable 5,856 9,042 Deferred revenue 46,793 46,344 Capital lease obligations 26,201 14,872 Other 30,467 11,624 Total other current liabilities $ 142,925 $ 127,121 The following table summarizes the Company's other non-current liabilities as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Long-term tax liabilities $ 76,147 $ 82,138 Deferred rent 17,031 13,200 Capital lease obligations 34,398 23,387 Other 14,429 10,806 Total other non-current liabilities $ 142,005 $ 129,531 The following table summarizes the components of accumulated other comprehensive income as of September 30, 2015 and December 31, 2014 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance as of December 31, 2014 $ 36,764 $ 499 $ (1,500 ) $ 35,763 Other comprehensive income 17,544 (17 ) 79 17,606 Balance at September 30, 2015 $ 54,308 $ 482 $ (1,421 ) $ 53,369 |
Revolving Credit Agreement (Not
Revolving Credit Agreement (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | REVOLVING CREDIT AGREEMENT In August 2014, the Company entered into a three-year senior secured revolving credit agreement (the "Credit Agreement") that provides for aggregate principal borrowings of up to $250.0 million . Borrowings under the Credit Agreement bear interest, at the Company's option, at a rate per annum equal to the Alternate Base Rate or Adjusted LIBO Rate (each as defined in the Credit Agreement) plus an additional margin ranging between 0.25% and 2.00% . The Company is required to pay quarterly commitment fees ranging from 0.20% to 0.35% per annum of the average daily amount available under the Credit Agreement. The Credit Agreement also provides for the issuance of up to $45.0 million in letters of credit, provided that the sum of outstanding borrowings and letters of credit do not exceed the maximum funding commitment of $250.0 million . The Credit Agreement is secured by substantially all of the Company's and its subsidiaries' tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of its direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of the Company's domestic subsidiaries are guarantors under the Credit Agreement. The Credit Agreement contains various customary restrictive covenants that limit the Company's ability to, among other things: incur additional indebtedness; enter into sale or leaseback transactions; make investments, loans or advances; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make dividend payments. The Credit Agreement requires the Company to maintain compliance with specified financial covenants, comprised of a minimum fixed charge coverage ratio, a maximum leverage ratio, and a minimum liquidity ratio, each as set forth in the Credit Agreement. The Company is also required to maintain, as of the last day of each fiscal quarter, unrestricted cash of at least $400.0 million , including $200.0 million in accounts held with lenders under the Credit Agreement or their affiliates. Non-compliance with these covenants may result in termination of the commitments under the Credit Agreement and any then outstanding borrowings may be declared due and payable immediately. The Company has the right to terminate the Credit Agreement or reduce the available commitments at any time. As of September 30, 2015, the Company had $195.0 million of short-term borrowings outstanding under the Credit Agreement and was in compliance with all covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES In July 2015, the Company entered into a new lease agreement that replaced the previous lease agreement for its corporate headquarters located in Chicago, Illinois. The new lease agreement extended the term to 10 years and 4 months and expanded the square footage. The net increase (decrease) in operating lease commitments as of September 30, 2015 over amounts under the previous lease agreement for each of the next five years and thereafter is as follows (in thousands): 2015 $ 116 2016 (595 ) 2017 3,405 2018 3,787 2019 8,107 Thereafter 77,176 Net increase in lease payments $ 91,996 Except for the changes stated above, the Company's commitments as of September 30, 2015 did not materially change from the amounts set forth in the Company's 2014 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 brought by stockholders, former employees and merchants, intellectual property infringement suits and suits by customers (individually or as class actions) alleging, among other things, violations of the federal securities laws, the Credit Card Accountability, Responsibility and Disclosure Act and state laws governing gift cards, stored value cards and coupons. The following is a brief description of significant legal proceedings. On February 8, 2012, the Company issued a press release announcing its expected financial results for the fourth quarter of 2011. 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 class action and purported 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 earnings release dated February 8, 2012. The lawsuit seeks 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 June 29, 2015, the parties concluded fact discovery, including the depositions of fact witnesses. On July 30, 2015, class notice was mailed to all identifiable members of the certified class and subclass. On September 1, 2015, plaintiff filed an agreed motion to dismiss without prejudice all claims against the Underwriters defendants, which the court granted on September 10, 2015. The parties are currently engaged in expert discovery, which is scheduled to close on December 21, 2015, and dispositive motions are scheduled to be filed by January 29, 2016. The district court has not yet scheduled a trial date. The parties have participated in mediations and settlement discussions during the three months ended September 30, 2015 and thereafter but have not yet reached any agreement regarding resolution of the litigation. As a result of these settlement discussions, the Company increased its contingent liability for this matter by $37.5 million during the three months ended September 30, 2015. This expense is classified within "Selling, general and administrative expense" on the condensed consolidated statements of operations. 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 consolidated federal derivative action pending resolution of the consolidated federal class action. On July 31, 2012, the court granted defendants' motion in part, and stayed the consolidated federal derivative action pending a separate resolution of upcoming motions to dismiss in the consolidated federal class action. 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 consolidated federal class action. On April 18, 2013, the state court appointed a lead plaintiff and approved its selection of lead counsel and local counsel for the purported derivative action. Following entry of the federal court's order denying defendants' motions to dismiss in In re Groupon Securities Litigation, the courts in both the state and federal derivative actions granted motions requesting that the respective courts extend the litigation stays currently in place pending further developments in In re Groupon, Inc. Securities Litigation. In October 2015, the parties engaged in settlement discussions with the assistance of a mediator, but have not yet reached any agreement regarding resolution of the litigation. The Company intends to defend all of the securities and stockholder derivative lawsuits vigorously. In 2010, the Company was named as a defendant in a series of class actions that came to be consolidated in the U.S. District Court for the Southern District of California. The consolidated actions are 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. On December 18, 2012, the district court approved the settlement over various objections to the settlement lodged by certain individual class members. Thereafter, certain of the objectors filed an appeal, and on February 19, 2015, the Court of Appeals vacated the settlement and remanded the case for further proceedings concerning the proposed settlement consistent with the Court of Appeals' opinion. On June 22, 2015, the Company terminated the settlement agreement as is permitted under its terms. In July 2015, the parties reached an agreement in principle regarding a new settlement involving a combination of cash and Groupon credits, worth a total of $8.5 million . On October 22, 2015, the district court granted preliminary approval of the settlement and the parties are currently engaged in complying with the process for the district court to consider granting final approval of the settlement. The Company continues to deny liability and if the settlement is not approved by the court or is not consummated for any reason, will contest the case vigorously. 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, including patent infringement claims, 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 litigated such claims, and the Company is presently involved in several patent infringement and other intellectual property-related claims, including pending litigation, some of which could involve potentially substantial claims for damages. 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. Certain foreign tax authorities have issued assessments totaling $43.5 million to subsidiaries of the Company for additional value-added taxes (VAT) covering periods ranging from January 2011 to May 2014, including interest and penalties through the date of the assessments. Those tax authorities are alleging that, for VAT purposes, the Company's revenues from voucher sales should reflect the total amounts collected from purchasers of those vouchers, rather than the amounts that the Company retains after deducting the portion that is payable to the featured merchants. The Company believes that the assessments are without merit and intends to vigorously defend itself in these matters. The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and estimable. These accruals represent management's best estimate of probable losses and in such cases, there may be an exposure to loss in excess of the amounts accrued. For some matters for which a loss is probable or reasonably possible, an estimate of the amount of loss or range of loss is not possible, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. For each matter described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, the Company believes that the amount of reasonably possible losses in excess of the amounts accrued would 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 as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. 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. Indemnification 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, directors and underwriters, 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, any 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 Compen
Stockholders' Equity and Compensation Arrangements Stockholders' Equity and Compensation Arrangements (Note) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Compensation Arrangements | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Common Stock The Company's certificate of incorporation, as amended and restated, authorizes 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 October 31, 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 Company's certificate of incorporation authorizes shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board. Share Repurchase Programs The Board previously authorized the Company to purchase up to $300.0 million of its outstanding Class A common stock through August 2015. The Company has completed its repurchases under this authorization. In April 2015, the Board approved a new share repurchase program, under which the Company is authorized to repurchase up to an additional $500.0 million of its Class A common stock through August 2017. During the three and nine months ended September 30, 2015 , the Company purchased 44,149,663 and 65,902,107 shares of Class A common stock, respectively, for an aggregate purchase price of $192.9 million and $334.1 million (including fees and commissions), respectively, under its share repurchase programs. As of September 30, 2015 , up to $268.1 million of Class A common stock remains available for purchase under its current share repurchase program. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the programs may be discontinued or suspended at any time. 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, 2015 , 33,976,035 shares were available for future issuance under the Plans. The Company recognized stock-based compensation expense from continuing operations of $35.6 million and $32.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $109.2 million and $85.3 million for the nine months ended September 30, 2015 and 2014 , respectively, related to stock awards issued under the Plans and acquisition-related awards. The Company recognized stock-based compensation expense from discontinued operations of $1.9 million for the three months ended September 30, 2014 and $5.3 million and $4.7 million for the nine months ended September 30, 2015 and 2014 , respectively. The Company also capitalized $2.8 million of stock-based compensation for the three months ended September 30, 2015 and 2014 , respectively, and $9.2 million and $7.9 million for the nine months ended September 30, 2015 and 2014 , respectively, in connection with internally-developed software. As of September 30, 2015 , a total of $222.2 million of unrecognized compensation costs related to unvested employee stock awards and unvested acquisition-related awards are expected to be recognized over a remaining weighted-average period of 1.2 years . Employee Stock Purchase Plan The Company is authorized to grant up to 10,000,000 shares of common stock under its employee stock purchase plan ("ESPP"). For the nine months ended September 30, 2015 and 2014 , 1,037,198 and 857,171 shares of common stock were issued under the ESPP, respectively. Stock Options The table below summarizes the stock option activity for the nine months ended September 30, 2015 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2014 2,262,994 $ 1.09 5.03 $ 16,226 Exercised (604,432 ) $ 1.35 Forfeited (1,926 ) $ 2.42 Outstanding at September 30, 2015 1,656,636 $ 0.99 4.23 $ 3,761 Exercisable at September 30, 2015 1,656,636 $ 0.99 4.23 $ 3,761 (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, 2015 and December 31, 2014 , respectively. Restricted Stock Units The restricted stock units granted under the Plans generally vest over a four-year period, with 25% of the awards vesting after one year and the remaining awards vesting on a monthly or quarterly basis thereafter. Restricted stock units are generally amortized on a straight-line basis over the requisite service period, except for restricted stock units with performance conditions, which are amortized using the accelerated method. In May 2015, 575,744 restricted stock units previously granted to Ticket Monster employees were modified to permit continued vesting following the Company’s sale of its controlling stake in Ticket Monster. These nonemployee restricted stock units, which require ongoing employment with Ticket Monster to vest, are remeasured to fair value each reporting period. As of September 30, 2015 , 441,450 nonemployee restricted stock units are outstanding. The table below summarizes activity regarding unvested restricted stock units granted under the Plans for the nine months ended September 30, 2015 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2014 41,337,927 $ 7.78 Granted 22,491,314 $ 6.72 Vested (16,419,868 ) $ 7.78 Forfeited (8,538,937 ) $ 7.91 Unvested at September 30, 2015 38,870,436 $ 7.12 Performance Share Units The Company completed its acquisition of Ticket Monster in January 2014 and approximately 2,000,000 performance share units were granted to certain key employees of that subsidiary. The vesting of these awards into shares of the Company's Class A common stock was contingent upon the subsidiary's achievement of specified financial targets over three annual performance periods for the years ending December 31, 2014, 2015 and 2016 and was subject to continued employment at the end of each performance period. If the financial targets for a performance period were not achieved, no shares would have been issued for that performance period. The grant date fair value of the performance share units was $8.07 per share. No shares were issued for the 2014 annual performance period because the financial targets were not met. Stock-based compensation expense was not recognized for the performance share units for the period of January 1, 2015 through the date of the Ticket Monster disposition on May 27, 2015 because it was not probable that the financial targets for the remaining annual performance periods would be achieved. The performance share units were canceled upon the Company's disposition of Ticket Monster. Restricted Stock Awards The Company has granted restricted stock awards in connection with business combinations. Compensation expense on these awards is recognized on a straight-line basis over the requisite service periods, which extend through January 2018. The table below summarizes activity regarding unvested restricted stock for the nine months ended September 30, 2015 : Restricted Stock Awards Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2014 34,067 $ 15.53 Granted 2,203,861 $ 5.95 Vested (34,067 ) $ 15.53 Forfeited — $ — Unvested at September 30, 2015 2,203,861 $ 5.95 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [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, 2015 , the Company recorded an income tax benefit from continuing operations of $54.0 million on a pre-tax loss from continuing operations of $78.6 million . For the three months ended September 30, 2014 , the Company recorded an income tax benefit from continuing operations of $6.4 million on a pre-tax loss from continuing operations of $19.0 million . For the nine months ended September 30, 2015 , the Company recorded an income tax benefit from continuing operations of $42.9 million on a pre-tax loss from continuing operations of $99.5 million . For the nine months ended September 30, 2014 , the Company recorded income tax expense from continuing operations of $20.2 million on a pre-tax loss from continuing operations of $24.9 million . The Company's U.S. statutory rate is 35% . Significant factors impacting the effective tax rate for the three and nine months ended September 30, 2015 and 2014 included losses from continuing operations 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, nondeductible stock-based compensation expense and decreases in liabilities for uncertain tax positions. The Company is currently undergoing income tax audits in multiple jurisdictions. There are many factors, including factors outside of the Company's control, which influence the progress and completion of these audits. The Company decreased its liabilities for uncertain tax positions and recognized income tax benefits of $17.8 million and $7.7 million for the three months ended September 30, 2015 and 2014, respectively, as a result of new information that impacted its estimates of amounts that are more-likely-than-not of being realized upon ultimate settlement. As of September 30, 2015 , the Company believes that it is reasonably possible that changes of up to $5.5 million in unrecognized tax benefits may occur within the next 12 months upon closing of income tax audits or the expiration of applicable statutes of limitations. On July 27, 2015, in Altera Corp. v. Commissioner , the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. At this time, the U.S. Department of the Treasury has not withdrawn the requirement to include stock-based compensation from its regulations. Based on the Company's review of this matter and its intercompany cost-sharing agreements, it has concluded that an income tax benefit relating to prior period intercompany charges that may ultimately be reversed under its intercompany cost-sharing agreements does not meet the criteria for recognition in its consolidated financial statements as of September 30, 2015. The Company will continue to monitor ongoing developments with respect to the Altera case and the related IRS regulations in future periods and if the Company determines that the recognition criteria are met in a subsequent period, an income tax benefit of approximately $14.0 million would be recognized at that time. As of September 30, 2015 and December 31, 2014 , unamortized tax effects of intercompany transactions of $1.0 million and $14.2 million , respectively, are included within "Prepaid expenses and other current assets" on the condensed consolidated balance sheets. As of September 30, 2015 , the estimated future amortization of the tax effects of intercompany transactions is $1.0 million for the remainder of 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. See Note 2, "Discontinued Operations and Other Dispositions," for discussion of the income tax provision (benefit) from discontinued operations for the three and nine months ended September 30, 2015 and 2014. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [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 is 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 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements 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. 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 securities and fair value option investments - The Company has investments in redeemable preferred shares and convertible debt securities issued by nonpublic entities. The Company measures the fair value of available-for-sale securities using the discounted cash flow method, which is an income approach, and the probability-weighted expected return method, which is an income approach that incorporates probability-weighted outcomes. See Note 5, " Investments ," for discussion of the valuation methodologies used to measure the fair value of the Company's investments in Monster LP and GroupMax. The Company has classified its investments in available-for-sale securities and its fair value option investments in Monster LP and GroupMax as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections, discount rates and probability-weightings. Increases in projected cash flows and decreases in discount rates contribute to increases in the estimated fair values of available-for-sale securities and the investments in Monster LP and GroupMax, whereas decreases in projected cash flows and increases in discount rates contribute to decreases in their fair values. Additionally, increases in the probabilities of favorable investment outcomes, such as a sale or initial public offering of the investee, and decreases in the probabilities of unfavorable outcomes, such as a default by the investee, contribute to increases in the estimated fair value of available-for-sale securities, whereas decreases in the probabilities of favorable investment outcomes and increases in the probabilities of unfavorable investment outcomes contribute to decreases in their fair values. Contingent consideration - The Company has contingent obligations to transfer cash to the former owners of acquired businesses if specified financial results are met over future reporting periods (i.e., earn-outs). Liabilities for contingent consideration 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 are recorded in earnings within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. The Company uses an income approach to value contingent consideration obligations based on future financial performance, which is determined based on the present value of probability-weighted future cash flows. The Company has 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 of 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 $24.1 million . 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 September 30, 2015 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 490,649 $ 490,649 $ — $ — Fair value option investments 136,361 — — 136,361 Available-for-sale securities: Convertible debt securities 7,882 — — 7,882 Redeemable preferred shares 4,934 — — 4,934 Liabilities: Contingent consideration 10,273 — — 10,273 Fair Value Measurement at Reporting Date Using Description December 31, 2014 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 440,596 $ 440,596 $ — $ — Available-for-sale securities: Convertible debt securities 2,527 — — 2,527 Redeemable preferred shares 4,910 — — 4,910 Liabilities: Contingent consideration 1,983 — — 1,983 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, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Assets Fair value option investments: Beginning Balance $ 122,525 $ — $ — $ — Acquisition of investments 16,400 — 138,475 — Total gains (losses) included in earnings (2,564 ) — (2,114 ) — Ending Balance $ 136,361 $ — $ 136,361 $ — Unrealized gains (losses) still held (1) $ (2,564 ) $ — $ (2,114 ) $ — Available-for-sale securities Convertible debt securities: Beginning Balance $ 8,026 $ 2,630 $ 2,527 $ 3,174 Purchase of convertible debt security — — 5,000 — Total gains (losses) included in other comprehensive income (362 ) 740 (50 ) 196 Total gains (losses) included in other income (expense), net (2) 218 (1,340 ) 405 (1,340 ) Ending Balance $ 7,882 $ 2,030 $ 7,882 $ 2,030 Unrealized gains (losses) still held (1) $ (144 ) $ (600 ) $ 355 $ (1,144 ) Redeemable preferred shares: Beginning Balance $ 4,881 $ 4,544 $ 4,910 $ — Purchase of redeemable preferred shares — — — 4,599 Total (losses) gains included in other comprehensive income 53 (86 ) 24 (141 ) Ending Balance $ 4,934 $ 4,458 $ 4,934 $ 4,458 Unrealized (losses) gains still held (1) $ 53 $ (86 ) $ 24 $ (141 ) Liabilities Contingent Consideration: Beginning Balance $ 233 $ 4,006 $ 1,983 $ 606 Issuance of contingent consideration in connection with acquisitions 9,605 — 9,605 4,006 Settlements of contingent consideration liabilities — — (716 ) (424 ) Reclass to non-fair value liabilities when no longer contingent — — (331 ) (143 ) Total (gains) losses included in earnings (3) 435 (1,020 ) (268 ) (1,059 ) Ending Balance $ 10,273 $ 2,986 $ 10,273 $ 2,986 Unrealized (gains) losses still held (1) $ 435 $ (1,020 ) $ (656 ) $ (1,020 ) (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents accretion of interest income and changes in the fair value of an embedded derivative for the three and nine months ended September 30, 2015 and an other-than-temporary-impairment for the three and nine months ended September 30, 2014. (3) Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), 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 significant nonrecurring fair value measurements after initial recognition for the three and nine months ended September 30, 2015 and 2014 . 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 consolidated financial statements (in thousands): September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 14,612 $ 15,683 $ 15,630 $ 16,134 The fair values of the Company's 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 such as cash flow projections and discount rates. The Company's other financial instruments not carried at fair value consist primarily of short term certificates of deposit, accounts receivable, restricted cash, short-term borrowings, 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, 2015 and December 31, 2014 due to their short-term nature. |
Income (Loss) Per Share of Clas
Income (Loss) Per Share of Class A and Class B Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share of Class A and Class B Common Stock | LOSS) PER SHARE OF CLASS A AND CLASS B COMMON STOCK The Company computes net income (loss) per share of Class A and Class B common stock using the two-class method. Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) 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 is reflected in diluted net income (loss) per share by application of the treasury stock method. The computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock, if dilutive, while the diluted net income (loss) 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 net income (loss) per share of Class A common stock, the undistributed earnings are equal to net income (loss) for that computation. The following table sets forth the computation of basic and diluted net income (loss) per share of Class A and Class B common stock for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator Allocation of net loss - continuing operations $ (24,522 ) $ (91 ) $ (12,528 ) $ (45 ) $ (56,414 ) $ (205 ) $ (44,879 ) $ (160 ) Less: Allocation of net income attributable to noncontrolling interests 2,991 11 2,183 7 9,613 35 6,552 23 Allocation of net loss attributable to common stockholders - continuing operations $ (27,513 ) $ (102 ) $ (14,711 ) $ (52 ) $ (66,027 ) $ (240 ) $ (51,431 ) $ (183 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations — — (6,423 ) (22 ) 132,966 497 (30,157 ) (107 ) Allocation of net loss attributable to common stockholders $ (27,513 ) $ (102 ) $ (21,134 ) $ (74 ) $ 66,939 $ 257 $ (81,588 ) $ (290 ) Denominator Weighted-average common shares outstanding 642,494,809 2,399,976 667,126,548 2,399,976 661,902,654 2,399,976 673,414,559 2,399,976 Basic net income (loss) per share: Continuing operations $ (0.04 ) $ (0.04 ) $ (0.02 ) $ (0.02 ) $ (0.10 ) $ (0.10 ) $ (0.08 ) $ (0.08 ) Discontinued operations — — (0.01 ) (0.01 ) 0.20 0.20 (0.04 ) (0.04 ) Basic net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ 0.10 $ 0.10 $ (0.12 ) $ (0.12 ) Diluted net income (loss) per share: Numerator Allocation of net loss attributable to common stockholders for basic computation - continuing operations $ (27,513 ) $ (102 ) $ (14,711 ) $ (52 ) $ (66,027 ) $ (240 ) $ (51,431 ) $ (183 ) Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — — — — — Allocation of net loss attributable to common stockholders - continuing operations $ (27,513 ) $ (102 ) $ (14,711 ) $ (52 ) $ (66,027 ) $ (240 ) $ (51,431 ) $ (183 ) Allocation of net income (loss) attributable to common stockholders for basic computation - discontinued operations $ — $ — $ (6,423 ) $ (22 ) $ 132,966 $ 497 $ (30,157 ) $ (107 ) Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — — — — — Allocation of net loss attributable to common stockholders - discontinued operations — — (6,423 ) (22 ) 132,966 497 (30,157 ) (107 ) Allocation of net loss attributable to common stockholders $ (27,513 ) $ (102 ) $ (21,134 ) $ (74 ) $ 66,939 $ 257 $ (81,588 ) $ (290 ) Denominator Weighted-average common shares outstanding used in basic computation 642,494,809 2,399,976 667,126,548 2,399,976 661,902,654 2,399,976 673,414,559 2,399,976 Conversion of Class B (1) — — — — — — — — Employee stock options (1) — — — — — — — — Restricted shares and RSUs (1) — — — — — — — — Weighted-average diluted shares outstanding (1) 642,494,809 2,399,976 667,126,548 2,399,976 661,902,654 2,399,976 673,414,559 2,399,976 Diluted net income (loss) per share: Continuing operations $ (0.04 ) $ (0.04 ) $ (0.02 ) $ (0.02 ) $ (0.10 ) $ (0.10 ) $ (0.08 ) $ (0.08 ) Discontinued operations — — (0.01 ) (0.01 ) 0.20 0.20 (0.04 ) (0.04 ) Diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ 0.10 $ 0.10 $ (0.12 ) $ (0.12 ) (1) Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted net loss per share calculation for the three and nine months ended September 30, 2015 and 2014 because the effect would be antidilutive. The following weighted-average outstanding equity awards are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net loss per share from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock options 1,778,711 2,610,764 1,966,846 2,905,390 Restricted stock units 41,788,616 43,989,496 41,004,715 42,713,167 Restricted stock 1,740,104 36,988 1,108,814 58,718 ESPP shares 1,100,701 466,271 853,020 528,796 Total 46,408,132 47,103,519 44,933,395 46,206,071 |
Restructuring (Notes)
Restructuring (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING In the third quarter of 2015, the Company's Board of Directors approved a restructuring plan relating primarily to workforce reductions in the Company's international operations. In connection with the plan, the Company expects to incur total pre-tax charges of up to $35.0 million through September 2016. In addition to the workforce reductions in its ongoing markets, the Company will cease operations in six countries within its Rest of World segment and three countries within its EMEA segment as part of the restructuring plan. The results of operations for those nine countries were not material to the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2015 . Costs incurred related to the restructuring plan are classified as "Restructuring charges" on the condensed consolidated statements of operations. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the three and nine months ended September 30, 2015 (in thousands): Three and Nine Months Ended September 30, 2015 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 890 $ — $ 511 $ 1,401 EMEA 19,652 — 83 19,735 Rest of World 2,017 345 648 3,010 Consolidated $ 22,559 $ 345 $ 1,242 $ 24,146 (1) The employee severance and benefit costs for the three and nine months ended September 30, 2015 relates to the termination of approximately 1,200 employees. The cash payments for those costs are expected to be disbursed through March 31, 2016. The following table summarizes restructuring liability activity for the three months ended September 30, 2015 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of June 30, 2015 $ — $ — $ — Charges 22,559 1,242 23,801 Cash payments (1,756 ) (783 ) (2,539 ) Foreign currency translation 25 2 27 Balance as of September 30, 2015 $ 20,828 $ 461 $ 21,289 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company organizes its operations into three segments: North America, EMEA and Rest of World. Segment operating results reflect earnings before stock-based compensation, acquisition-related expense (benefit), net, other expense, net and provision for income taxes. Segment information reported in the tables below represents the operating segments of the Company organized in a manner consistent with which separate information is available and for which segment results are evaluated regularly by the Company's chief operating decision-maker in assessing performance and allocating resources. Revenue and profit or loss information by reportable segment reconciled to consolidated net loss for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 North America Revenue (1) $ 463,931 $ 418,494 $ 1,425,095 $ 1,273,487 Segment cost of revenue and operating expenses (3) (4) (5) 494,843 405,910 1,404,472 1,234,973 Segment operating income (loss) (3) (30,912 ) 12,584 20,623 38,514 EMEA Revenue (3) 199,287 230,072 619,554 688,655 Segment cost of revenue and operating expenses (3) (5) (6) 195,397 207,643 586,343 619,594 Segment operating income (loss) (3) 3,890 22,429 33,211 69,061 Rest of World Revenue 50,377 65,703 157,697 196,753 Segment cost of revenue and operating expenses (3) (5) 57,282 67,291 175,542 219,860 Segment operating income (loss) (3) (6,905 ) (1,588 ) (17,845 ) (23,107 ) Consolidated Revenue 713,595 714,269 2,202,346 2,158,895 Segment cost of revenue and operating expenses (3) (4) (5) (6) 747,522 680,844 2,166,357 2,074,427 Segment operating income (loss) (3) (33,927 ) 33,425 35,989 84,468 Stock-based compensation (2) 35,432 32,680 109,043 85,329 Acquisition-related expense (benefit), net 1,064 (304 ) 1,300 2,078 Income (loss) from operations (70,423 ) 1,049 (74,354 ) (2,939 ) Other income (expense), net (8,160 ) (20,056 ) (25,146 ) (21,919 ) Income (loss) from continuing operations before provision (benefit) for income taxes (78,583 ) (19,007 ) (99,500 ) (24,858 ) Provision (benefit) for income taxes (53,970 ) (6,434 ) (42,881 ) 20,181 Income (loss) from continuing operations (24,613 ) (12,573 ) (56,619 ) (45,039 ) Income (loss) from discontinued operations, net of tax — (6,445 ) 133,463 (30,264 ) Net income (loss) $ (24,613 ) $ (19,018 ) $ 76,844 $ (75,303 ) (1) North America includes revenue from the United States of $457.7 million and $409.3 million for the three months ended September 30, 2015 and 2014 , respectively, and $1,405.3 million and $1,242.4 million for the nine months ended September 30, 2015 and 2014 , respectively. EMEA includes revenue from Switzerland of $112.1 million and $117.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $343.3 million and $312.0 million for the nine months ended September 30, 2015 and 2014 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2015 and 2014 . (2) Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other income (expense), net, includes $0.1 million and $0.2 million of additional stock-based compensation for the three and nine months ended September 30, 2015 . (3) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The table below summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 30,324 $ 1,064 $ 28,493 $ (304 ) $ 95,607 $ 1,300 $ 74,179 $ 1,934 EMEA 3,441 — 2,687 — 8,881 — 7,187 144 Rest of World 1,810 — 1,500 — 4,716 — 3,963 — Consolidated $ 35,575 $ 1,064 $ 32,680 $ (304 ) $ 109,204 $ 1,300 $ 85,329 $ 2,078 Acquisition-related expense (benefit), net for the North America segment includes external transaction costs and 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. (4) Segment cost of revenue and operating expenses for North America for the three and nine months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 8, " Commitments and Contingencies ," for additional information. (5) Segment cost of revenue and operating expenses for the three and nine months ended September 30, 2015 includes restructuring charges of $1.4 million in North America, $19.7 million in EMEA and $3.0 million in Rest of World. See Note 13, " Restructuring ," for additional information. (6) Segment cost of revenue and operating expenses for EMEA for the three and nine months ended September 30, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations. The following table summarizes the Company's total assets by reportable segment as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 North America (1) $ 1,304,460 $ 1,150,417 EMEA 488,333 552,486 Rest of World 237,848 138,144 Assets held for sale (1) — 386,550 Consolidated total assets $ 2,030,641 $ 2,227,597 (1) North America contains assets from the United States of $1,276.2 million and $1,120.4 million as of September 30, 2015 and December 31, 2014 , respectively. Assets held for sale contains assets from the Republic of Korea of $386.6 million as of December 31, 2014 . There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2015 and December 31, 2014 . Category Information The Company offers goods and services through its online local marketplaces in three primary categories: Local Deals ("Local"), Groupon Goods ("Goods") and Groupon Getaways ("Travel"). Collectively, Local and Travel comprise the Company's "Services" deal offerings and Goods, which it also refers to as "Shopping," reflects its product offerings. The Company also earns advertising revenue, payment processing revenue, point of sale revenue and commission revenue. Revenue and gross profit from these other sources, which are primarily generated through the Company's relationships with local and national merchants, are included within the Local category in the tables below. The following table summarizes the Company's third party and other and direct revenue from continuing operations by category for its three reportable segments for the three months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 163,786 $ 161,912 $ 70,781 $ 90,002 $ 26,372 $ 39,034 $ 260,939 $ 290,948 Travel: Third party 21,394 17,627 13,561 16,960 6,135 7,243 41,090 41,830 Total services 185,180 179,539 84,342 106,962 32,507 46,277 302,029 332,778 Goods: Third party 1,643 1,139 11,837 14,750 10,797 14,236 24,277 30,125 Direct 277,108 237,816 103,108 108,360 7,073 5,190 387,289 351,366 Total 278,751 238,955 114,945 123,110 17,870 19,426 411,566 381,491 Total revenue $ 463,931 $ 418,494 $ 199,287 $ 230,072 $ 50,377 $ 65,703 $ 713,595 $ 714,269 (1) Includes revenue from deals with local and national merchants and through local events. The following table summarizes the Company's third party and other and direct revenue from continuing operations by category for its three reportable segments for the nine months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 517,111 $ 503,659 $ 228,860 $ 295,607 $ 85,152 $ 114,984 $ 831,123 $ 914,250 Travel: Third party 63,341 51,812 41,378 47,636 18,993 20,650 123,712 120,098 Total services 580,452 555,471 270,238 343,243 104,145 135,634 954,835 1,034,348 Goods: Third party 3,962 3,859 33,517 49,070 34,959 45,832 72,438 98,761 Direct 840,681 714,157 315,799 296,342 18,593 15,287 1,175,073 1,025,786 Total 844,643 718,016 349,316 345,412 53,552 61,119 1,247,511 1,124,547 Total revenue $ 1,425,095 $ 1,273,487 $ 619,554 $ 688,655 $ 157,697 $ 196,753 $ 2,202,346 $ 2,158,895 (1) Includes revenue from deals with local and national merchants and through local events. The following table summarizes the Company's gross profit from continuing operations by category for its three reportable segments for the three months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 138,798 $ 138,189 $ 66,288 $ 83,956 $ 22,568 $ 34,373 $ 227,654 $ 256,518 Travel: Third party 17,644 14,000 12,323 15,440 4,859 5,544 34,826 34,984 Total services 156,442 152,189 78,611 99,396 27,427 39,917 262,480 291,502 Goods: Third party 1,359 951 10,025 12,307 6,392 7,369 17,776 20,627 Direct 33,442 23,002 14,880 19,945 334 202 48,656 43,149 Total 34,801 23,953 24,905 32,252 6,726 7,571 66,432 63,776 Total gross profit $ 191,243 $ 176,142 $ 103,516 $ 131,648 $ 34,153 $ 47,488 $ 328,912 $ 355,278 (1) Includes gross profit from deals with local and national merchants and through local events. The following table summarizes the Company's gross profit from continuing operations by category for its three reportable segments for the nine months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 441,148 $ 433,485 $ 213,914 $ 274,395 $ 73,296 $ 98,168 $ 728,358 $ 806,048 Travel: Third party 51,820 42,807 36,662 44,003 14,777 16,117 103,259 102,927 Total services 492,968 476,292 250,576 318,398 88,073 114,285 831,617 908,975 Goods: Third party 3,201 3,239 27,997 43,019 19,166 24,543 50,364 70,801 Direct 86,121 56,279 44,267 51,967 956 (822 ) 131,344 107,424 Total 89,322 59,518 72,264 94,986 20,122 23,721 181,708 178,225 Total gross profit $ 582,290 $ 535,810 $ 322,840 $ 413,384 $ 108,195 $ 138,006 $ 1,013,325 $ 1,087,200 (1) Includes gross profit from deals with local and national merchants and through local events. |
Description of Business and B23
Description of Business and Basis of Presentation Description of Business, Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | 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." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the cost method, the fair value option or as available-for-sale securities, as appropriate. |
Reclassification | Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of condensed 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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three months ended September 30, 2014 and the nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 (1) 2014 Third party and other revenue $ 36,900 $ 28,145 $ 99,064 Direct revenue 5,885 39,065 8,308 Third party and other cost of revenue (10,723 ) (13,958 ) (28,893 ) Direct cost of revenue (7,196 ) (38,031 ) (9,952 ) Marketing expense (4,677 ) (8,495 ) (20,992 ) Selling, general and administrative expense (26,667 ) (38,102 ) (77,832 ) Other income, net 33 96 33 Loss from discontinued operations before gain on disposition and provision for income taxes (6,445 ) (31,280 ) (30,264 ) Gain on disposition — 202,158 — Provision for income taxes — (37,415 ) — Income (loss) from discontinued operations, net of tax $ (6,445 ) $ 133,463 $ (30,264 ) (1) The income from discontinued operations, net of tax, for the nine months ended September 30, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. The following table summarizes the carrying amounts of the major classes of assets and liabilities held for sale in the condensed consolidated balance sheet as of December 31, 2014 (in thousands): December 31, 2014 Cash $ 55,279 Accounts receivable, net 14,557 Deferred income taxes 512 Property, equipment and software, net 6,471 Goodwill 211,054 Intangible assets, net 79,948 Other assets 18,729 Assets classified as held for sale $ 386,550 Accounts payable $ 8,033 Accrued merchant and supplier payables 138,411 Accrued expenses 16,092 Deferred income taxes 512 Other liabilities 9,944 Liabilities classified as held for sale $ 172,992 Other Dispositions Groupon India On August 6, 2015, the Company’s subsidiary in India ("Groupon India") completed an equity financing transaction with a third party investor that obtained a majority voting interest in the entity. See Note 5, " Investments ," for information about this transaction. The Company recognized a pre-tax gain on the disposition of $13.7 million , which represents the excess of (a) the sum of (i) $14.2 million in net consideration received, consisting of the $16.4 million fair value of its retained minority investment, less $1.3 million in transaction costs and a $0.9 million guarantee liability and (ii) Groupon India's $0.9 million cumulative translation gain, which was reclassified to earnings, over (b) the $1.4 million net book value of Groupon India upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. The gain from this transaction is presented as "Gain on disposition of business" in the accompanying condensed consolidated statements of operations. The financial results of Groupon India are presented within income from continuing operations in the accompanying condensed consolidated financial statements through the August 6, 2015 disposition date. Those financial results were not material for the three and nine months ended September 30, 2015 and 2014. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The aggregate acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.6 million , which consisted of the following (in thousands): Cash $ 69,024 Contingent consideration 9,605 Total $ 78,629 The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,711 Liability for purchase consideration 250 Total $ 5,961 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the aggregate acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 61,140 Intangible assets: (1) Subscriber relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 85,990 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses 2,356 Other current liabilities 562 Deferred income taxes, non-current 2,500 Other non-current liabilities 21 Total liabilities assumed $ 7,361 Total acquisition price $ 78,629 (1) Acquired intangible assets have estimated useful lives of between 3 and 5 years. The following table summarizes the allocation of the aggregate acquisition price of the other acquisitions for the nine months ended September 30, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Subscriber relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 250 Total acquisition price $ 5,961 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [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, 2015 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2014 $ 116,718 $ 102,179 $ 17,859 $ 236,756 Goodwill related to acquisitions 63,089 — 949 64,038 Goodwill related to disposition — — (975 ) (975 ) Foreign currency translation (1 ) (7,635 ) (1,099 ) (8,735 ) Balance as of September 30, 2015 $ 179,806 $ 94,544 $ 16,734 $ 291,084 |
Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following tables summarize the Company's intangible assets (in thousands): September 30, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 52,859 $ 42,844 $ 10,015 Merchant relationships 9,771 8,042 1,729 Trade names 11,143 7,253 3,890 Developed technology 37,287 24,015 13,272 Brand relationships 7,960 2,675 5,285 Other intangible assets 20,006 13,356 6,650 Total $ 139,026 $ 98,185 $ 40,841 December 31, 2014 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 48,810 $ 37,744 $ 11,066 Merchant relationships 8,386 8,323 63 Trade names 10,532 6,935 3,597 Developed technology 25,352 21,713 3,639 Brand relationships 7,664 1,486 6,178 Other intangible assets 17,045 10,979 6,066 Total $ 117,789 $ 87,180 $ 30,609 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of September 30, 2015 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2015 $ 4,947 2016 16,111 2017 11,180 2018 7,643 2019 646 Thereafter 314 Total $ 40,841 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cost and Equity Method Investments | The following table summarizes the Company's investments (dollars in thousands): September 30, 2015 Percent Ownership of Voting Stock December 31, 2014 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 7,882 $ 2,527 Redeemable preferred shares 4,934 17% to 19% 4,910 17% to 19% Total available-for-sale securities 12,816 7,437 Cost method investments $ 14,612 2% to 10% $ 15,630 6% to 19% Equity method investments — —% 1,231 21% to 50% Fair value option investments 136,361 43% to 48% — Total investments $ 163,789 $ 24,298 |
Schedule of Available-for-sale Securities Reconciliation | The following table summarizes the amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company's available-for-sale securities as of September 30, 2015 and December 31, 2014 , respectively (in thousands): September 30, 2015 December 31, 2014 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale securities: Convertible debt securities $ 7,435 $ 447 $ — $ 7,882 $ 2,030 $ 497 $ — $ 2,527 Redeemable preferred shares 4,599 335 — 4,934 4,599 311 — 4,910 Total available-for-sale securities $ 12,034 $ 782 $ — $ 12,816 $ 6,629 $ 808 $ — $ 7,437 |
Monster LP Financial Information | The following table summarizes the condensed consolidated financial information for Monster LP (in thousands): Three Months Ended Period from May 28, 2015 through September 30, 2015 (1) Revenue $ 33,465 $ 47,575 Gross profit (6,826 ) (2,488 ) Loss before income taxes (38,425 ) (46,764 ) Net loss (38,485 ) (46,764 ) September 30, 2015 Current assets $ 149,662 Non-current assets 483,108 Current liabilities 223,667 Non-current liabilities 7,038 (1) The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. |
Supplemental Consolidated Bal28
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Schedule of Other Income (Expense) | The following table summarizes the Company's other income (expense), net for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest income $ 331 $ 291 $ 888 $ 1,087 Interest expense (783 ) (207 ) (1,926 ) (428 ) Impairments of investments — (1,448 ) — (2,036 ) Loss on equity method investments — (91 ) — (459 ) Loss on changes in fair value of investments (2,564 ) — (2,114 ) — Foreign currency gains (losses), net (1) (5,153 ) (18,619 ) (22,118 ) (20,092 ) Other 9 18 124 9 Other income (expense), net $ (8,160 ) $ (20,056 ) $ (25,146 ) $ (21,919 ) (1) Foreign currency gains (losses), net for the nine months ended September 30, 2015 includes a $4.4 million cumulative translation adjustment loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition |
Schedule of Prepaid Expenses and Other Current Assets | The following table summarizes the Company's prepaid expenses and other current assets as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Unamortized tax effects on intercompany transactions $ 1,076 $ 14,170 Finished goods inventories 57,294 52,237 Prepaid expenses 50,982 32,758 Restricted cash 4,672 10,852 Income taxes receivable 78,431 41,769 VAT receivable 11,817 17,746 Prepaid marketing — 7,413 Other 19,714 15,437 Total prepaid expenses and other current assets $ 223,986 $ 192,382 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes the Company's accrued merchant and supplier payables as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Accrued merchant payables $ 430,405 $ 499,317 Accrued supplier payables (1) 209,639 272,839 Total accrued merchant and supplier payables $ 640,044 $ 772,156 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Schedule of Accrued Expenses | The following table summarizes the Company's accrued expenses as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Marketing $ 15,968 $ 15,962 Refunds reserve 27,616 32,535 Payroll and benefits 51,360 59,802 Customer credits 34,671 42,729 Professional fees 16,195 14,254 Restructuring-related liabilities 21,289 — Other 93,784 48,978 Total accrued expenses $ 260,883 $ 214,260 |
Schedule of Other Current Liabilities | The following table summarizes the Company's other current liabilities as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Income taxes payable $ 11,364 $ 14,461 VAT payable 22,244 30,778 Sales taxes payable 5,856 9,042 Deferred revenue 46,793 46,344 Capital lease obligations 26,201 14,872 Other 30,467 11,624 Total other current liabilities $ 142,925 $ 127,121 |
Schedule of Other Liabilities, Noncurrent | The following table summarizes the Company's other non-current liabilities as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Long-term tax liabilities $ 76,147 $ 82,138 Deferred rent 17,031 13,200 Capital lease obligations 34,398 23,387 Other 14,429 10,806 Total other non-current liabilities $ 142,005 $ 129,531 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the components of accumulated other comprehensive income as of September 30, 2015 and December 31, 2014 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance as of December 31, 2014 $ 36,764 $ 499 $ (1,500 ) $ 35,763 Other comprehensive income 17,544 (17 ) 79 17,606 Balance at September 30, 2015 $ 54,308 $ 482 $ (1,421 ) $ 53,369 |
Commitments and Contingencies O
Commitments and Contingencies Operating Leases of Lessee (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Operating Leased Assets [Line Items] | |
Operating Leases of Lessee Disclosure [Table Text Block] | The net increase (decrease) in operating lease commitments as of September 30, 2015 over amounts under the previous lease agreement for each of the next five years and thereafter is as follows (in thousands): 2015 $ 116 2016 (595 ) 2017 3,405 2018 3,787 2019 8,107 Thereafter 77,176 Net increase in lease payments $ 91,996 |
Stockholders' Equity and Comp30
Stockholders' Equity and Compensation Arrangements Share - Based Compensation Activity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The table below summarizes the stock option activity for the nine months ended September 30, 2015 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2014 2,262,994 $ 1.09 5.03 $ 16,226 Exercised (604,432 ) $ 1.35 Forfeited (1,926 ) $ 2.42 Outstanding at September 30, 2015 1,656,636 $ 0.99 4.23 $ 3,761 Exercisable at September 30, 2015 1,656,636 $ 0.99 4.23 $ 3,761 (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, 2015 and December 31, 2014 , respectively. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | for the nine months ended September 30, 2015 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2014 41,337,927 $ 7.78 Granted 22,491,314 $ 6.72 Vested (16,419,868 ) $ 7.78 Forfeited (8,538,937 ) $ 7.91 Unvested at September 30, 2015 38,870,436 $ 7.12 |
Schedule of Nonvested Restricted Stock Units Activity | The table below summarizes activity regarding unvested restricted stock for the nine months ended September 30, 2015 : Restricted Stock Awards Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2014 34,067 $ 15.53 Granted 2,203,861 $ 5.95 Vested (34,067 ) $ 15.53 Forfeited — $ — Unvested at September 30, 2015 2,203,861 $ 5.95 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 September 30, 2015 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 490,649 $ 490,649 $ — $ — Fair value option investments 136,361 — — 136,361 Available-for-sale securities: Convertible debt securities 7,882 — — 7,882 Redeemable preferred shares 4,934 — — 4,934 Liabilities: Contingent consideration 10,273 — — 10,273 Fair Value Measurement at Reporting Date Using Description December 31, 2014 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 440,596 $ 440,596 $ — $ — Available-for-sale securities: Convertible debt securities 2,527 — — 2,527 Redeemable preferred shares 4,910 — — 4,910 Liabilities: Contingent consideration 1,983 — — 1,983 |
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, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Assets Fair value option investments: Beginning Balance $ 122,525 $ — $ — $ — Acquisition of investments 16,400 — 138,475 — Total gains (losses) included in earnings (2,564 ) — (2,114 ) — Ending Balance $ 136,361 $ — $ 136,361 $ — Unrealized gains (losses) still held (1) $ (2,564 ) $ — $ (2,114 ) $ — Available-for-sale securities Convertible debt securities: Beginning Balance $ 8,026 $ 2,630 $ 2,527 $ 3,174 Purchase of convertible debt security — — 5,000 — Total gains (losses) included in other comprehensive income (362 ) 740 (50 ) 196 Total gains (losses) included in other income (expense), net (2) 218 (1,340 ) 405 (1,340 ) Ending Balance $ 7,882 $ 2,030 $ 7,882 $ 2,030 Unrealized gains (losses) still held (1) $ (144 ) $ (600 ) $ 355 $ (1,144 ) Redeemable preferred shares: Beginning Balance $ 4,881 $ 4,544 $ 4,910 $ — Purchase of redeemable preferred shares — — — 4,599 Total (losses) gains included in other comprehensive income 53 (86 ) 24 (141 ) Ending Balance $ 4,934 $ 4,458 $ 4,934 $ 4,458 Unrealized (losses) gains still held (1) $ 53 $ (86 ) $ 24 $ (141 ) Liabilities Contingent Consideration: Beginning Balance $ 233 $ 4,006 $ 1,983 $ 606 Issuance of contingent consideration in connection with acquisitions 9,605 — 9,605 4,006 Settlements of contingent consideration liabilities — — (716 ) (424 ) Reclass to non-fair value liabilities when no longer contingent — — (331 ) (143 ) Total (gains) losses included in earnings (3) 435 (1,020 ) (268 ) (1,059 ) Ending Balance $ 10,273 $ 2,986 $ 10,273 $ 2,986 Unrealized (gains) losses still held (1) $ 435 $ (1,020 ) $ (656 ) $ (1,020 ) (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents accretion of interest income and changes in the fair value of an embedded derivative for the three and nine months ended September 30, 2015 and an other-than-temporary-impairment for the three and nine months ended September 30, 2014. (3) Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. |
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 consolidated financial statements (in thousands): September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 14,612 $ 15,683 $ 15,630 $ 16,134 |
Income (Loss) Per Share of Cl32
Income (Loss) Per Share of Class A and Class B Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income (loss) per share of Class A and Class B common stock for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator Allocation of net loss - continuing operations $ (24,522 ) $ (91 ) $ (12,528 ) $ (45 ) $ (56,414 ) $ (205 ) $ (44,879 ) $ (160 ) Less: Allocation of net income attributable to noncontrolling interests 2,991 11 2,183 7 9,613 35 6,552 23 Allocation of net loss attributable to common stockholders - continuing operations $ (27,513 ) $ (102 ) $ (14,711 ) $ (52 ) $ (66,027 ) $ (240 ) $ (51,431 ) $ (183 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations — — (6,423 ) (22 ) 132,966 497 (30,157 ) (107 ) Allocation of net loss attributable to common stockholders $ (27,513 ) $ (102 ) $ (21,134 ) $ (74 ) $ 66,939 $ 257 $ (81,588 ) $ (290 ) Denominator Weighted-average common shares outstanding 642,494,809 2,399,976 667,126,548 2,399,976 661,902,654 2,399,976 673,414,559 2,399,976 Basic net income (loss) per share: Continuing operations $ (0.04 ) $ (0.04 ) $ (0.02 ) $ (0.02 ) $ (0.10 ) $ (0.10 ) $ (0.08 ) $ (0.08 ) Discontinued operations — — (0.01 ) (0.01 ) 0.20 0.20 (0.04 ) (0.04 ) Basic net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ 0.10 $ 0.10 $ (0.12 ) $ (0.12 ) Diluted net income (loss) per share: Numerator Allocation of net loss attributable to common stockholders for basic computation - continuing operations $ (27,513 ) $ (102 ) $ (14,711 ) $ (52 ) $ (66,027 ) $ (240 ) $ (51,431 ) $ (183 ) Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — — — — — Allocation of net loss attributable to common stockholders - continuing operations $ (27,513 ) $ (102 ) $ (14,711 ) $ (52 ) $ (66,027 ) $ (240 ) $ (51,431 ) $ (183 ) Allocation of net income (loss) attributable to common stockholders for basic computation - discontinued operations $ — $ — $ (6,423 ) $ (22 ) $ 132,966 $ 497 $ (30,157 ) $ (107 ) Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — — — — — Allocation of net loss attributable to common stockholders - discontinued operations — — (6,423 ) (22 ) 132,966 497 (30,157 ) (107 ) Allocation of net loss attributable to common stockholders $ (27,513 ) $ (102 ) $ (21,134 ) $ (74 ) $ 66,939 $ 257 $ (81,588 ) $ (290 ) Denominator Weighted-average common shares outstanding used in basic computation 642,494,809 2,399,976 667,126,548 2,399,976 661,902,654 2,399,976 673,414,559 2,399,976 Conversion of Class B (1) — — — — — — — — Employee stock options (1) — — — — — — — — Restricted shares and RSUs (1) — — — — — — — — Weighted-average diluted shares outstanding (1) 642,494,809 2,399,976 667,126,548 2,399,976 661,902,654 2,399,976 673,414,559 2,399,976 Diluted net income (loss) per share: Continuing operations $ (0.04 ) $ (0.04 ) $ (0.02 ) $ (0.02 ) $ (0.10 ) $ (0.10 ) $ (0.08 ) $ (0.08 ) Discontinued operations — — (0.01 ) (0.01 ) 0.20 0.20 (0.04 ) (0.04 ) Diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ 0.10 $ 0.10 $ (0.12 ) $ (0.12 ) (1) Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted net loss per share calculation for the three and nine months ended September 30, 2015 and 2014 because the effect would be antidilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average outstanding equity awards are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net loss per share from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock options 1,778,711 2,610,764 1,966,846 2,905,390 Restricted stock units 41,788,616 43,989,496 41,004,715 42,713,167 Restricted stock 1,740,104 36,988 1,108,814 58,718 ESPP shares 1,100,701 466,271 853,020 528,796 Total 46,408,132 47,103,519 44,933,395 46,206,071 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the three and nine months ended September 30, 2015 (in thousands): Three and Nine Months Ended September 30, 2015 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 890 $ — $ 511 $ 1,401 EMEA 19,652 — 83 19,735 Rest of World 2,017 345 648 3,010 Consolidated $ 22,559 $ 345 $ 1,242 $ 24,146 (1) The employee severance and benefit costs for the three and nine months ended September 30, 2015 relates to the termination of approximately 1,200 employees. The cash payments for those costs are expected to be disbursed through March 31, 2016. |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes restructuring liability activity for the three months ended September 30, 2015 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of June 30, 2015 $ — $ — $ — Charges 22,559 1,242 23,801 Cash payments (1,756 ) (783 ) (2,539 ) Foreign currency translation 25 2 27 Balance as of September 30, 2015 $ 20,828 $ 461 $ 21,289 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenue and profit or loss information by reportable segment reconciled to consolidated net loss for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 North America Revenue (1) $ 463,931 $ 418,494 $ 1,425,095 $ 1,273,487 Segment cost of revenue and operating expenses (3) (4) (5) 494,843 405,910 1,404,472 1,234,973 Segment operating income (loss) (3) (30,912 ) 12,584 20,623 38,514 EMEA Revenue (3) 199,287 230,072 619,554 688,655 Segment cost of revenue and operating expenses (3) (5) (6) 195,397 207,643 586,343 619,594 Segment operating income (loss) (3) 3,890 22,429 33,211 69,061 Rest of World Revenue 50,377 65,703 157,697 196,753 Segment cost of revenue and operating expenses (3) (5) 57,282 67,291 175,542 219,860 Segment operating income (loss) (3) (6,905 ) (1,588 ) (17,845 ) (23,107 ) Consolidated Revenue 713,595 714,269 2,202,346 2,158,895 Segment cost of revenue and operating expenses (3) (4) (5) (6) 747,522 680,844 2,166,357 2,074,427 Segment operating income (loss) (3) (33,927 ) 33,425 35,989 84,468 Stock-based compensation (2) 35,432 32,680 109,043 85,329 Acquisition-related expense (benefit), net 1,064 (304 ) 1,300 2,078 Income (loss) from operations (70,423 ) 1,049 (74,354 ) (2,939 ) Other income (expense), net (8,160 ) (20,056 ) (25,146 ) (21,919 ) Income (loss) from continuing operations before provision (benefit) for income taxes (78,583 ) (19,007 ) (99,500 ) (24,858 ) Provision (benefit) for income taxes (53,970 ) (6,434 ) (42,881 ) 20,181 Income (loss) from continuing operations (24,613 ) (12,573 ) (56,619 ) (45,039 ) Income (loss) from discontinued operations, net of tax — (6,445 ) 133,463 (30,264 ) Net income (loss) $ (24,613 ) $ (19,018 ) $ 76,844 $ (75,303 ) (1) North America includes revenue from the United States of $457.7 million and $409.3 million for the three months ended September 30, 2015 and 2014 , respectively, and $1,405.3 million and $1,242.4 million for the nine months ended September 30, 2015 and 2014 , respectively. EMEA includes revenue from Switzerland of $112.1 million and $117.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $343.3 million and $312.0 million for the nine months ended September 30, 2015 and 2014 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2015 and 2014 . (2) Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other income (expense), net, includes $0.1 million and $0.2 million of additional stock-based compensation for the three and nine months ended September 30, 2015 . (3) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The table below summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 30,324 $ 1,064 $ 28,493 $ (304 ) $ 95,607 $ 1,300 $ 74,179 $ 1,934 EMEA 3,441 — 2,687 — 8,881 — 7,187 144 Rest of World 1,810 — 1,500 — 4,716 — 3,963 — Consolidated $ 35,575 $ 1,064 $ 32,680 $ (304 ) $ 109,204 $ 1,300 $ 85,329 $ 2,078 |
Stock Based Compensation and Acquisition Related by Segment | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 30,324 $ 1,064 $ 28,493 $ (304 ) $ 95,607 $ 1,300 $ 74,179 $ 1,934 EMEA 3,441 — 2,687 — 8,881 — 7,187 144 Rest of World 1,810 — 1,500 — 4,716 — 3,963 — Consolidated $ 35,575 $ 1,064 $ 32,680 $ (304 ) $ 109,204 $ 1,300 $ 85,329 $ 2,078 Acquisition-related expense (benefit), net for the North America segment includes external transaction costs and 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. (4) Segment cost of revenue and operating expenses for North America for the three and nine months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 8, " Commitments and Contingencies ," for additional information. (5) Segment cost of revenue and operating expenses for the three and nine months ended September 30, 2015 includes restructuring charges of $1.4 million in North America, $19.7 million in EMEA and $3.0 million in Rest of World. See Note 13, " Restructuring ," for additional information. (6) Segment cost of revenue and operating expenses for EMEA for the three and nine months ended September 30, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations. |
Schedule of Segment Assets | The following table summarizes the Company's total assets by reportable segment as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 North America (1) $ 1,304,460 $ 1,150,417 EMEA 488,333 552,486 Rest of World 237,848 138,144 Assets held for sale (1) — 386,550 Consolidated total assets $ 2,030,641 $ 2,227,597 (1) North America contains assets from the United States of $1,276.2 million and $1,120.4 million as of September 30, 2015 and December 31, 2014 , respectively. Assets held for sale contains assets from the Republic of Korea of $386.6 million as of December 31, 2014 . There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2015 and |
Third Party and Other and Direct Revenue | The following table summarizes the Company's third party and other and direct revenue from continuing operations by category for its three reportable segments for the nine months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 517,111 $ 503,659 $ 228,860 $ 295,607 $ 85,152 $ 114,984 $ 831,123 $ 914,250 Travel: Third party 63,341 51,812 41,378 47,636 18,993 20,650 123,712 120,098 Total services 580,452 555,471 270,238 343,243 104,145 135,634 954,835 1,034,348 Goods: Third party 3,962 3,859 33,517 49,070 34,959 45,832 72,438 98,761 Direct 840,681 714,157 315,799 296,342 18,593 15,287 1,175,073 1,025,786 Total 844,643 718,016 349,316 345,412 53,552 61,119 1,247,511 1,124,547 Total revenue $ 1,425,095 $ 1,273,487 $ 619,554 $ 688,655 $ 157,697 $ 196,753 $ 2,202,346 $ 2,158,895 (1) Includes revenue from deals with local and national merchants and through local events. The following table summarizes the Company's third party and other and direct revenue from continuing operations by category for its three reportable segments for the three months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 163,786 $ 161,912 $ 70,781 $ 90,002 $ 26,372 $ 39,034 $ 260,939 $ 290,948 Travel: Third party 21,394 17,627 13,561 16,960 6,135 7,243 41,090 41,830 Total services 185,180 179,539 84,342 106,962 32,507 46,277 302,029 332,778 Goods: Third party 1,643 1,139 11,837 14,750 10,797 14,236 24,277 30,125 Direct 277,108 237,816 103,108 108,360 7,073 5,190 387,289 351,366 Total 278,751 238,955 114,945 123,110 17,870 19,426 411,566 381,491 Total revenue $ 463,931 $ 418,494 $ 199,287 $ 230,072 $ 50,377 $ 65,703 $ 713,595 $ 714,269 (1) Includes revenue from deals with local and national merchants and through local events. |
Gross Profit by Category | The following table summarizes the Company's gross profit from continuing operations by category for its three reportable segments for the nine months ended September 30, 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Local (1) : Third party and other $ 441,148 $ 433,485 $ 213,914 $ 274,395 $ 73,296 $ 98,168 $ 728,358 $ 806,048 Travel: Third party 51,820 42,807 36,662 44,003 14,777 16,117 103,259 102,927 Total services 492,968 476,292 250,576 318,398 88,073 114,285 831,617 908,975 Goods: Third party 3,201 3,239 27,997 43,019 19,166 24,543 50,364 70,801 Direct 86,121 56,279 44,267 51,967 956 (822 ) 131,344 107,424 Total 89,322 59,518 72,264 94,986 20,122 23,721 181,708 178,225 Total gross profit $ 582,290 $ 535,810 $ 322,840 $ 413,384 $ 108,195 $ 138,006 $ 1,013,325 $ 1,087,200 (1) Includes gross profit from deals with local and national merchants and through local events. |
Description of Business and B35
Description of Business and Basis of Presentation Business Combination (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||
Number of Reportable Segments | 3 | |
LivingSocial Korea, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 259.4 | |
Cash | 96.5 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 162.9 |
Discontinued Operations Sale of
Discontinued Operations Sale of TMON (Details) - USD ($) $ in Thousands | May. 27, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 0 | $ 202,158 | [1] | $ 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 136,361 | 136,361 | $ 122,525 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 4,400 | |||||||
Ticket Monster [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | [1] | 202,200 | ||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 138,000 | |||||||
Consideration received upon divestiture of a consolidated subsidiary | $ 398,800 | |||||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 285,000 | |||||||
Professional Fees | 8,300 | |||||||
Net Book Value | $ 184,300 | |||||||
Discontinued Operations, Disposed of by Sale [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 0 | $ 0 | $ (12,313) | $ 0 | ||||
[1] | The income from discontinued operations, net of tax, for the nine months ended September 30, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | [1] | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |||
Disposal Group Income Statement [Abstract] | ||||||||||
Third party and other revenue | $ 326,306 | $ 362,903 | $ 1,027,273 | $ 1,133,109 | ||||||
Direct revenue | 387,289 | 351,366 | 1,175,073 | 1,025,786 | ||||||
Third party and other cost of revenue | (46,050) | (50,774) | (145,292) | (153,333) | ||||||
Direct cost of revenue | (338,633) | (308,217) | (1,043,729) | (918,362) | ||||||
Marketing expense | (61,587) | (55,258) | (171,127) | (182,142) | ||||||
Selling, general and administrative expense | (326,248) | (299,275) | (904,816) | (905,919) | ||||||
Other income, net | 8,160 | 20,056 | 25,146 | 21,919 | ||||||
Loss from discontinued operations before provision for income taxes | (6,445) | (31,280) | [1] | (30,264) | ||||||
Gain on disposition | 0 | 202,158 | [1] | 0 | ||||||
Provision for income taxes | $ 64,200 | $ (26,800) | 0 | (37,415) | [1] | 0 | ||||
Income (loss) from discontinued operations, net of tax | (6,445) | 133,500 | [1] | (30,264) | ||||||
Disposal Group Balance Sheet [Abstract] | ||||||||||
Cash and cash equivalents | $ 55,279 | |||||||||
Accounts receivable, net | 14,557 | |||||||||
Deferred income taxes | 512 | |||||||||
Property, equipment and software, net | 6,471 | |||||||||
Goodwill | 211,054 | |||||||||
Intangible assets, net | 79,948 | |||||||||
Other assets | 18,729 | |||||||||
Assets classified as held for sale | [2] | $ 0 | 0 | 386,550 | ||||||
Accounts payable | 8,033 | |||||||||
Accrued merchant and supplier payables | 138,411 | |||||||||
Accrued expenses | 16,092 | |||||||||
Deferred income taxes | 512 | |||||||||
Other liabilities | 9,944 | |||||||||
Liabilities classified as held for sale | $ 172,992 | |||||||||
Discontinued Operations, Disposed of by Sale [Member] | ||||||||||
Disposal Group Income Statement [Abstract] | ||||||||||
Third party and other revenue | 36,900 | 28,145 | [1] | 99,064 | ||||||
Direct revenue | 5,885 | 39,065 | [1] | 8,308 | ||||||
Third party and other cost of revenue | (10,723) | (13,958) | [1] | (28,893) | ||||||
Direct cost of revenue | (7,196) | (38,031) | [1] | (9,952) | ||||||
Marketing expense | (4,677) | (8,495) | [1] | (20,992) | ||||||
Selling, general and administrative expense | (26,667) | (38,102) | [1] | (77,832) | ||||||
Other income, net | $ 33 | $ 96 | [1] | $ 33 | ||||||
[1] | The income from discontinued operations, net of tax, for the nine months ended September 30, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. | |||||||||
[2] | North America contains assets from the United States of $1,276.2 million and $1,120.4 million as of September 30, 2015 and December 31, 2014, respectively. Assets held for sale contains assets from the Republic of Korea of $386.6 million as of December 31, 2014. There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2015 and December 31, 2014 |
Discontinued Operations Sale 38
Discontinued Operations Sale of India (Details) - USD ($) $ in Thousands | Aug. 06, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (Loss) on Disposition of Business | $ 13,710 | $ 0 | $ 13,710 | $ 0 | ||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 0 | 202,158 | [1] | 0 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 4,400 | |||||
India [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Professional Fees | $ 1,300 | |||||
Guaranteed Benefit Liability, Net | 900 | |||||
Net Book Value | 1,400 | |||||
Consideration received upon divestiture of a consolidated subsidiary | 14,200 | |||||
India [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (900) | |||||
Discontinued Operations, Disposed of by Sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 0 | $ 0 | $ (12,313) | $ 0 | ||
India [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 16,400 | |||||
[1] | The income from discontinued operations, net of tax, for the nine months ended September 30, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)business | Dec. 31, 2014USD ($) | ||
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | business | 6 | |||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 600 | $ 1,500 | ||
Aggregate Purchase Price - Business Combinations [Abstract] | ||||
Cash acquired | 2,300 | 2,300 | ||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Total Assets | 2,030,641 | 2,030,641 | $ 2,227,597 | |
Accrued merchant and supplier payable | 640,044 | 640,044 | $ 772,156 | |
OrderUp [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | 78,629 | |||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash | 69,024 | |||
Contingent consideration | 9,605 | |||
Business Combination, Consideration Transferred | 78,629 | |||
Aggregate Purchase Price - Business Combinations [Abstract] | ||||
Cash acquired | 2,264 | 2,264 | ||
Accounts receivable | 1,377 | 1,377 | ||
Prepaid expenses and other current assets | 404 | 404 | ||
Property, equipment and software | 24 | 24 | ||
Goodwill | 61,140 | |||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 31 | 31 | ||
Total Assets | 85,990 | 85,990 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 901 | 901 | ||
Accrued merchant and supplier payable | 1,021 | 1,021 | ||
Accrued Expenses | 2,356 | 2,356 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 562 | 562 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 2,500 | 2,500 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 21 | 21 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 7,361 | 7,361 | ||
Business Combination, Consideration Transferred | 78,629 | |||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | 5,961 | |||
Business Combination, Consideration Transferred [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (647) | (647) | ||
Cash | 5,711 | |||
Contingent consideration | 250 | |||
Business Combination, Consideration Transferred | 5,961 | |||
Aggregate Purchase Price - Business Combinations [Abstract] | ||||
Goodwill | 2,898 | |||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Business Combination, Consideration Transferred | 5,961 | |||
Customer Relationships [Member] | OrderUp [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [1] | 5,600 | 5,600 | |
Customer Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [2] | 1,016 | 1,016 | |
Merchant relationships [Member] | OrderUp [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [1] | 1,100 | 1,100 | |
Merchant relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [2] | 809 | 809 | |
Developed Technology [Member] | OrderUp [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [1] | 11,300 | 11,300 | |
Developed Technology [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [2] | 1,339 | 1,339 | |
Trade Names [Member] | OrderUp [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [1] | 900 | 900 | |
Other Intangible Assets [Member] | OrderUp [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [1] | 1,850 | 1,850 | |
Other Intangible Assets [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | 250 | 250 | ||
Brand Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||||
Intangible Assets | [2] | $ 296 | $ 296 | |
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Minimum [Member] | OrderUp [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Maximum [Member] | OrderUp [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
[1] | (1)Acquired intangible assets have estimated useful lives of between 3 and 5 years. | |||
[2] | Acquired intangible assets have estimated useful lives of between 1 and 5 years. |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets Goodwill Activity by Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 236,756 |
Goodwill, related to acquisitions | 64,038 |
Goodwill related to disposition | (975) |
Foreign currency translation | (8,735) |
Goodwill, end of period | 291,084 |
North America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 116,718 |
Goodwill, related to acquisitions | 63,089 |
Foreign currency translation | (1) |
Goodwill, end of period | 179,806 |
EMEA [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 102,179 |
Goodwill, related to acquisitions | 0 |
Foreign currency translation | (7,635) |
Goodwill, end of period | 94,544 |
ROW [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 17,859 |
Goodwill, related to acquisitions | 949 |
Goodwill related to disposition | (975) |
Foreign currency translation | (1,099) |
Goodwill, end of period | $ 16,734 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | $ 139,026 | $ 117,789 |
Accumulated Amortization, Intangible Assets | 98,185 | 87,180 |
Net Carrying Value, Intangible Assets | 40,841 | 30,609 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 52,859 | 48,810 |
Accumulated Amortization, Intangible Assets | 42,844 | 37,744 |
Net Carrying Value, Intangible Assets | 10,015 | 11,066 |
Merchant relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 9,771 | 8,386 |
Accumulated Amortization, Intangible Assets | 8,042 | 8,323 |
Net Carrying Value, Intangible Assets | 1,729 | 63 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 11,143 | 10,532 |
Accumulated Amortization, Intangible Assets | 7,253 | 6,935 |
Net Carrying Value, Intangible Assets | 3,890 | 3,597 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 37,287 | 25,352 |
Accumulated Amortization, Intangible Assets | 24,015 | 21,713 |
Net Carrying Value, Intangible Assets | 13,272 | 3,639 |
Brand Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 7,960 | 7,664 |
Accumulated Amortization, Intangible Assets | 2,675 | 1,486 |
Net Carrying Value, Intangible Assets | 5,285 | 6,178 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 20,006 | 17,045 |
Accumulated Amortization, Intangible Assets | 13,356 | 10,979 |
Net Carrying Value, Intangible Assets | $ 6,650 | $ 6,066 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 5,200 | $ 5,100 | $ 14,966 | $ 16,188 |
Finite-Lived Intangible Assets, Net, Amortization Expense [Abstract] | ||||
Remaining amounts in 2015 | 4,947 | 4,947 | ||
2,016 | 16,111 | 16,111 | ||
2,017 | 11,180 | 11,180 | ||
2,018 | 7,643 | 7,643 | ||
2,019 | 646 | 646 | ||
Thereafter | 314 | 314 | ||
Total | $ 40,841 | $ 40,841 | ||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Investments Investments Table (
Investments Investments Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Measurement [Domain] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Equity method investments | $ 136,361 | ||
Fair Value Measurement [Domain] | Maximum [Member] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Equity Method Investments, Ownership Percentage | 48.00% | ||
Fair Value Measurement [Domain] | Minimum [Member] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Equity Method Investments, Ownership Percentage | 43.00% | ||
Available-for-sale securities | 12,816 | $ 7,437 | |
Cost method investments | 14,612 | 15,630 | |
Equity method investments | 1,231 | ||
Total investments | $ 163,789 | $ 24,298 | |
Maximum [Member] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Available-for-Sale Securities, Ownership Percentage | 19.00% | 19.00% | |
Cost Method Investments, Ownership Percentage | 10.00% | 19.00% | |
Equity Method Investments, Ownership Percentage | 50.00% | ||
Minimum [Member] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Available-for-Sale Securities, Ownership Percentage | 17.00% | 17.00% | |
Cost Method Investments, Ownership Percentage | 2.00% | 6.00% | |
Equity Method Investments, Ownership Percentage | 21.00% | ||
Convertible debt securities [Member] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Available-for-sale securities | $ 7,882 | $ 2,527 | |
Redeemable preferred shares [Member] | |||
Schedule of Cost and Equity Method Investments [Line Items] | |||
Available-for-sale securities | $ 4,934 | $ 4,910 |
Investments Available-for-sale
Investments Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | $ 12,034 | $ 6,629 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 782 | 808 |
Available-for-sale securities | 12,816 | 7,437 |
Convertible debt securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 7,435 | 2,030 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 447 | 497 |
Available-for-sale securities | 7,882 | 2,527 |
Redeemable preferred shares [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 4,599 | 4,599 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 335 | 311 |
Available-for-sale securities | $ 4,934 | $ 4,910 |
Minimum [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Equity Method Investment, Ownership Percentage | 21.00% | |
AFS Debt Security, Ownership Percentage | 17.00% | 17.00% |
Maximum [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
AFS Debt Security, Ownership Percentage | 19.00% | 19.00% |
Investments Equity Method Inves
Investments Equity Method Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Gain (Loss) on Investments [Line Items] | ||||||
Total revenue | $ 713,595 | $ 714,269 | $ 2,202,346 | $ 2,158,895 | ||
Gross Profit | 328,912 | $ 355,278 | 1,013,325 | $ 1,087,200 | ||
Total current assets | 1,283,015 | 1,283,015 | $ 1,401,329 | |||
Other Assets, Noncurrent | 20,407 | 20,407 | 16,173 | |||
Total current liabilities | 1,282,928 | 1,282,928 | 1,325,596 | |||
Liabilities, Noncurrent | 142,005 | 142,005 | $ 129,531 | |||
Monster LP [Member] | ||||||
Gain (Loss) on Investments [Line Items] | ||||||
Total revenue | [1] | 33,465 | 47,575 | |||
Gross Profit | [1] | (6,826) | (2,488) | |||
Loss before income taxes | [1] | (38,425) | (46,764) | |||
Net loss | [1] | (38,485) | (46,764) | |||
Total current assets | 149,662 | 149,662 | ||||
Other Assets, Noncurrent | 483,108 | 483,108 | ||||
Total current liabilities | 223,667 | 223,667 | ||||
Liabilities, Noncurrent | $ 7,038 | $ 7,038 | ||||
[1] | The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP.Investment in GroupMaxOn August 6, 2015, the Company's subsidiary in India ("Groupon India") completed an equity financing transaction with a third party investor that obtained a majority voting interest in the entity, whereby (a) the investor contributed $17.0 million in cash to GroupMax Pte Ltd. ("GroupMax"), a newly formed Singapore-based entity, in exchange for Series A Preference Shares and (b) the Company contributed the shares of Groupon India to GroupMax in exchange for seed preference shares of GroupMax. Additionally, GroupMax is authorized to issue up to 376,096 options on ordinary shares to its employees that will be subject to time-based vesting conditions and performance based vesting conditions. The Series A Preference Shares are entitled to a $17.0 million liquidation preference, which must be paid prior to any distributions to the other equity holders.In connection with the disposition of Groupon India as discussed above, the Company obtained a minority investment in GroupMax. The investment in GroupMax was measured at its fair value of $16.4 million as of its acquisition date. The initial fair value was determined using the backsolve valuation method. The $16.4 million fair value of the Company's investment in GroupMax was based on the contractual liquidation preferences and the following valuation assumptions: 5-year expected time to a liquidity event, 65% volatility and a 1.6% risk-free rate. The initial fair value of GroupMax, determined using the backsolve method, was calibrated to a discounted cash flow valuation, an income approach, and was further corroborated using a market approach. The Company has made an irrevocable election to account for its minority investment in GroupMax at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting because it believes that fair value is the most relevant measurement attribute for this investment, as well as to reduce operational and accounting complexity. As of September 30, 2015, the Company measured the fair value of GroupMax using the discounted cash flow method and the market approach. The Company recognized a loss of $0.1 million from changes in the fair value of its investment in GroupMax from the acquisition date to September 30, 2015. |
Investments Investments in Mons
Investments Investments in Monster LP (Details) - USD ($) $ in Thousands | May. 27, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Schedule of Investments [Line Items] | |||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (2,564) | $ 0 | $ (2,114) | $ 0 | |
Capital Unit, Class A [Member] | |||||
Schedule of Investments [Line Items] | |||||
Proceeds from Sale of Interest in Partnership Unit | $ 10,000 | ||||
Partners' Capital Account, Units, Sale of Units | 2,000,000 | ||||
Capital Unit, Class A [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Proceeds from Sale of Interest in Partnership Unit | $ 350,000 | ||||
Partners' Capital Account, Units, Sale of Units | 70,000,000 | ||||
Capital Unit, Class B [Member] | |||||
Schedule of Investments [Line Items] | |||||
Partners' Capital Account, Units, Sale of Units | 64,000,000 | ||||
Capital Unit, Class B [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Proceeds from Sale of Interest in Partnership Unit | $ 285,000 | ||||
Capital Units, Class C [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Stock or Units Available for Distributions | 20,321,839 | ||||
Minimum [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | $ 1,116,000 | ||||
Minimum [Member] | Capital Unit, Class A [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | $ 486,000 | ||||
Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Fair Value Assumptions, Expected Volatility Rate | 60.00% | ||||
Fair Value Assumptions, Risk Free Interest Rate | 1.30% | ||||
First Tier [Member] | Minimum [Member] | Capital Unit, Class B [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | $ 486,000 | ||||
First Tier [Member] | Maximum [Member] | Capital Unit, Class B [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | 680,000 | ||||
Second Tier [Member] | Minimum [Member] | Capital Unit, Class B [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | 703,000 | ||||
Second Tier [Member] | Maximum [Member] | Capital Unit, Class B [Member] | Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Preferred Stock, Liquidation Preference, Value | $ 1,116,000 | ||||
Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 2,500 | 2,000 | |||
Monster LP [Member] | |||||
Schedule of Investments [Line Items] | |||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 122,100 | $ 0 |
Investments Investment in Group
Investments Investment in GroupMax (Details) - USD ($) $ in Thousands | May. 27, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 06, 2015 |
Investment [Line Items] | ||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 2,564 | $ 0 | $ 2,114 | $ 0 | ||
GroupMax [Member] | ||||||
Investment [Line Items] | ||||||
Proceeds from Contributed Capital | 17,000 | |||||
Contingent Convertible Preferred Stock [Member] | GroupMax [Member] | ||||||
Investment [Line Items] | ||||||
Preferred Stock, Shares Authorized | 376,096 | |||||
Capital Unit, Class A [Member] | GroupMax [Member] | ||||||
Investment [Line Items] | ||||||
Preferred Stock, Liquidation Preference, Value | 17,000 | 17,000 | ||||
GroupMax [Member] | ||||||
Investment [Line Items] | ||||||
Fair Value Assumptions, Expected Volatility Rate | 65.00% | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.60% | |||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 100 | |||||
GroupMax [Member] | ||||||
Investment [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 16,400 | $ 0 |
Supplemental Consolidated Bal48
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||||
Interest and Other Income [Abstract] | ||||||||
Interest income | $ 331 | $ 291 | $ 888 | $ 1,087 | ||||
Interest expense | (783) | (207) | (1,926) | (428) | ||||
Impairments of investments | 0 | (1,448) | 0 | (2,036) | ||||
Gain on equity method investments | 0 | (91) | 0 | (459) | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (2,564) | 0 | (2,114) | 0 | ||||
Foreign exchange losses, net | (5,153) | [1] | (18,619) | (22,118) | [1] | (20,092) | ||
Other | 9 | 18 | 124 | 9 | ||||
Other expense, net | (8,160) | (20,056) | (25,146) | (21,919) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 4,400 | |||||||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||||
Current portion of unamortized tax effects on intercompany transactions | 1,076 | 1,076 | $ 14,170 | |||||
Finished goods inventories | 57,294 | 57,294 | 52,237 | |||||
Prepaid expenses | 50,982 | 50,982 | 32,758 | |||||
Restricted cash | 4,672 | 4,672 | 10,852 | |||||
Income taxes receivable | 78,431 | 78,431 | 41,769 | |||||
VAT receivable | 11,817 | 11,817 | 17,746 | |||||
Prepaid marketing | 0 | 0 | 7,413 | |||||
Other | 19,714 | 19,714 | 15,437 | |||||
Total prepaid expenses and other current assets | 223,986 | 223,986 | 192,382 | |||||
Merchant and Supplier Payables [Abstract] | ||||||||
Accrued merchant payables | 430,405 | 430,405 | 499,317 | |||||
Accrued supplier payables | [2] | 209,639 | 209,639 | 272,839 | ||||
Total accrued merchant and supplier payables | 640,044 | 640,044 | 772,156 | |||||
Accrued Expenses [Abstract] | ||||||||
Marketing | 15,968 | 15,968 | 15,962 | |||||
Refunds reserve | 27,616 | 27,616 | 32,535 | |||||
Payroll and benefits | 51,360 | 51,360 | 59,802 | |||||
Customer credits | 34,671 | 34,671 | 42,729 | |||||
Professional fees | 16,195 | 16,195 | 14,254 | |||||
Restructuring Reserve, Current | 21,289 | 21,289 | 0 | |||||
Other | 93,784 | 93,784 | 48,978 | |||||
Total accrued expenses | 260,883 | 260,883 | 214,260 | |||||
Current liabilities [Abstract]: | ||||||||
Income taxes payable | 11,364 | 11,364 | 14,461 | |||||
VAT payable | 22,244 | 22,244 | 30,778 | |||||
Sales taxes payable | 5,856 | 5,856 | 9,042 | |||||
Deferred revenue | 46,793 | 46,793 | 46,344 | |||||
Capital lease obligations | 26,201 | 26,201 | 14,872 | |||||
Other | 30,467 | 30,467 | 11,624 | |||||
Total other current liabilities | 142,925 | 142,925 | 127,121 | |||||
Liabilities, Noncurrent [Abstract] | ||||||||
Long-term tax liabilities | 76,147 | 76,147 | 82,138 | |||||
Deferred rent | 17,031 | 17,031 | 13,200 | |||||
Capital lease obligations | 34,398 | 34,398 | 23,387 | |||||
Other | 14,429 | 14,429 | 10,806 | |||||
Total other non-current liabilities | 142,005 | 142,005 | $ 129,531 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Foreign currency translation adjustments, beginning of period | 36,764 | |||||||
Unrealized loss on available-for-sale securities, net of tax, beginning of period | 499 | |||||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, beginning of period | (1,500) | |||||||
Accumulated other comprehensive income, beginning of period | 35,763 | |||||||
Other Comprehensive income, pension adjustments | 26 | 0 | 79 | 0 | ||||
Foreign currency translation adjustments, end of period | 54,308 | 54,308 | ||||||
Unrealized loss on available-for-sale securities, net of tax, end of period | 482 | 482 | ||||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, end of period | (1,421) | (1,421) | ||||||
Accumulated other comprehensive income, end of period | 53,369 | 53,369 | ||||||
Accumulated Translation Adjustment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Foreign currency translation adjustments | 17,544 | |||||||
Accumulated Defined Benefit Plans Adjustment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Other comprehensive income, unrealized gain (loss) on available-for-sale securities | $ (193) | $ 406 | (17) | $ 32 | ||||
Parent [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Other comprehensive income | $ 17,606 | |||||||
[1] | Foreign currency gains (losses), net for the nine months ended September 30, 2015 includes a $4.4 million cumulative translation adjustment loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition | |||||||
[2] | (1)Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Revolving Credit Agreement (Det
Revolving Credit Agreement (Details) - USD ($) | 1 Months Ended | ||
Aug. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000,000 | ||
Unrestricted Cash Covenant | $ 400,000,000 | ||
Cash Institution Covenant | 200,000,000 | ||
Short-term borrowings | 195,000,000 | $ 0 | |
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | ||
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | ||
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Short-term borrowings | $ 195,000,000 | ||
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45,000,000 | ||
Common Stock [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Collateral | 1 | ||
Subsidiaries [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Collateral | 0.65 | ||
Alternate Base Rate or Adjusted LIBO Rate | Line of Credit [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Interest Rate Description | 0.25% | ||
Alternate Base Rate or Adjusted LIBO Rate | Line of Credit [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Interest Rate Description | 2.00% |
Commitments and Contingencies50
Commitments and Contingencies Operating Leases Of Lessee Disclosure (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | $ 91,996 |
2015 [Member] | |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | 116 |
2016 [Member] | |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | (595) |
2017 [Member] | |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | 3,405 |
2018 [Member] | |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | 3,787 |
2019 [Member] | |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | 8,107 |
Thereafter [Member] | |
Operating Leased Assets [Line Items] | |
Net Increase (Decrease) in Operating Lease Commitments | $ 77,176 |
Commitments and Contingencies L
Commitments and Contingencies Legal Matters (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2011 | Sep. 30, 2011 | Sep. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||||
Restatement of Prior Year Revenue | $ 14.3 | |||
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 | |||
Loss Contingency Accrual, Period Increase (Decrease) | $ 37.5 | |||
Litigation Settlement, Expense | $ 8.5 | $ 8.5 | ||
Loss Contingency, Range of Possible Loss, Maximum | $ 43.5 | $ 43.5 |
Stockholders' Equity and Comp52
Stockholders' Equity and Compensation Arrangements Initial Public Offering, Convertible Preferred Stock and Common Stock (Details) | 12 Months Ended |
Dec. 31, 2012NumberofClasses | |
Classes of common stock, number | 3 |
Stockholders' Equity and Comp53
Stockholders' Equity and Compensation Arrangements Repurchase Program (Details) - Common Class A [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Stock Purchase Plan [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 500 | $ 500 | $ 300 |
Stock Repurchased During Period, Shares | 44,149,663 | 65,902,107 | |
Stock Repurchased During Period, Value | $ 192.9 | $ 334.1 | |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 268,100,000 | 268,100,000 |
Stockholders' Equity and Comp54
Stockholders' Equity and Compensation Arrangements Groupon, Inc. Stock Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 33,976,035 | 33,976,035 | ||||
Share-based Compensation | $ 35,575 | $ 32,680 | $ 109,204 | [1] | $ 85,329 | [1] |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 2,800 | 9,200 | $ 7,900 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 222,200 | $ 222,200 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 2 months 11 days | |||||
Employee Stock Purchase Plan, shares authorized | 10,000,000 | 10,000,000 | ||||
Employee Stock Purchase Plan, issued shares | 1,037,198 | 857,171 | ||||
Continuing Operations [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation | $ 35,600 | 32,700 | $ 109,200 | $ 85,300 | ||
Discontinued Operations [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation | $ 1,900 | $ 5,300 | $ 4,700 | |||
[1] | Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other income (expense), net, includes $0.1 million and $0.2 million of additional stock-based compensation for the three and nine months ended September 30, 2015. |
Stockholders' Equity and Comp55
Stockholders' Equity and Compensation Arrangements Stock Option Activity (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Options [Abstract] | |||
Outstanding stock options | 2,262,994 | ||
Exercise of stock options, shares | (604,432) | ||
Forfeited stock options | (1,926) | ||
Outstanding stock options | 1,656,636 | 2,262,994 | |
Exercisable stock options | 1,656,636 | ||
Weighted average number of shares outstanding | |||
Weighted Average Exercise Price Outstanding Stock Options | $ 1.09 | ||
Weighted Average Exercise Price, Exercised Options | 1.35 | ||
Weighted Average Exercise Price, Forfeited Options | 2.42 | ||
Weighted Average Exercise Price Outstanding Stock Options | 0.99 | $ 1.09 | |
Weighted Average Exercise Price, Exercisable Options | $ 0.99 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Weighted Average Remaining Contractual Term | 4 years 2 months 23 days | 5 years 10 days | |
Weighted Average Remaining Contractual Term | 4 years 2 months 23 days | 5 years 10 days | |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 2 months 23 days | ||
Aggregate Intrinsic Value [Abstract] | |||
Average Intrinsic Value, Outstanding | [1] | $ 16,226 | |
Average Intrinsic Value, Outstanding | [1] | 3,761 | $ 16,226 |
Average Intrinsic Value, Exercisable | [1] | $ 3,761 | |
[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, 2015 and December 31, 2014, respectively. |
Stockholders' Equity and Comp56
Stockholders' Equity and Compensation Arrangements Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |
Restricted Stock Units [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 41,337,927 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 22,491,314 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (16,419,868) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (8,538,937) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 38,870,436 | 38,870,436 |
Weighted Average Grant Date Fair Value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 7.78 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 6.72 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 7.78 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 7.91 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 7.12 | $ 7.12 |
Ticket Monster [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 575,744 | |
Restricted Stock Units [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 441,450 | 441,450 |
Stockholders' Equity and Comp57
Stockholders' Equity and Compensation Arrangements Performance Share Units (Details) - Performance Shares [Member] | 12 Months Ended |
Dec. 31, 2014$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Share Units, Shares Granted | shares | 2,000,000 |
Weighted Average Grant Date Fair Value [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 8.07 |
Stockholders' Equity and Comp58
Stockholders' Equity and Compensation Arrangements Restricted Stock Awards (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Restricted Stock Award [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 34,067 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 2,203,861 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (34,067) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 2,203,861 |
Weighted Average Grant Date Fair Value [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 15.53 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 5.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 15.53 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.95 |
Income Taxes Text (Details)
Income Taxes Text (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Loss from continuing operations before provision for income taxes | $ (78,583) | $ (19,007) | $ (99,500) | $ (24,858) | |
Provision for income taxes | (53,970) | (6,434) | $ (42,881) | $ 20,181 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
Increase (Decrease) in Income Taxes | 17,800 | $ 7,700 | |||
Potential Change in Unrecognized Tax Benefits | 5,500 | $ 5,500 | |||
Income tax effect of treatment of stockbased compensation expense | 14,000 | ||||
Current portion of unamortized tax effects on intercompany transactions | 1,076 | 1,076 | $ 14,170 | ||
Prepaid Expenses and Other Current Assets [Member] | |||||
Current portion of unamortized tax effects on intercompany transactions | 1,000 | 1,000 | $ 14,200 | ||
Future amortization through 2015 [Member] | |||||
Current portion of unamortized tax effects on intercompany transactions | $ 1,000 | $ 1,000 |
Fair Value Measurements Conting
Fair Value Measurements Contingent Obligations (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Other Acquisitions [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 24.1 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 136,361 | $ 122,525 | |
Available-for-sale securities | 12,816 | $ 7,437 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 490,649 | 440,596 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 136,361 | ||
Contingent Consideration, Fair Value Disclosure | 10,273 | 1,983 | |
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 | 490,649 | 440,596 | |
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 | |
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 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 136,361 | ||
Contingent Consideration, Fair Value Disclosure | 10,273 | 1,983 | |
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 7,882 | 2,527 | |
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | 0 | |
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | 0 | |
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 7,882 | 2,527 | |
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 4,934 | 4,910 | |
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | 0 | |
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | 0 | |
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | $ 4,934 | $ 4,910 |
Fair Value Measurements Fair 62
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Purchases of Convertible Debt | $ 0 | $ 5,000 | |||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (2,564) | $ 0 | (2,114) | $ 0 | |||||
AFS Securities, Beginning Asset Value | 122,525 | ||||||||
AFS Securities, Ending Asset Value | 136,361 | 136,361 | |||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | (2,564) | (2,114) | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 10,273 | 2,986 | 10,273 | 2,986 | $ 233 | $ 1,983 | $ 4,006 | $ 606 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 9,605 | 0 | 9,605 | 4,006 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | (716) | (424) | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, (Sales), Issuances, (Settlements) | 0 | (331) | (143) | ||||||
Gain from changes in fair value of contingent consideration | [2] | 435 | (1,020) | (268) | (1,059) | ||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | 435 | (1,020) | (656) | (1,020) | ||||
Convertible debt securities [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings | [3] | 218 | (1,340) | 405 | (1,340) | ||||
AFS Securities, Beginning Asset Value | 8,026 | 2,630 | 2,527 | 3,174 | |||||
AFS Debt Security, (losses) included in OCI | (362) | 740 | (50) | 196 | |||||
AFS Securities, Ending Asset Value | 7,882 | 2,030 | 7,882 | 2,030 | |||||
Unrealized Gains (Losses) Still Held - Assets | [1] | (144) | (600) | 355 | (1,144) | ||||
Redeemable preferred shares [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
AFS Securities, Beginning Asset Value | 4,881 | 4,544 | 4,910 | 0 | |||||
AFS Debt Security, (losses) included in OCI | 53 | (86) | 24 | (141) | |||||
AFS Securities, Ending Asset Value | 4,934 | 4,458 | 4,934 | 4,458 | |||||
Purchase of redeemable preferred shares | 0 | 0 | 4,599 | ||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | 53 | $ (86) | 24 | $ (141) | ||||
Monster LP [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 2,500 | $ 2,000 | |||||||
[1] | Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. | ||||||||
[2] | Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. | ||||||||
[3] | Represents accretion of interest income and changes in the fair value of an embedded derivative for the three and nine months ended September 30, 2015 and an other-than-temporary-impairment for the three and nine months ended September 30, 2014. |
Fair Value Measurements Fair 63
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 136,361 | $ 136,361 | $ 122,525 | ||||||
Contingent Consideration, Beginning Value | 233 | $ 4,006 | 1,983 | $ 606 | |||||
Contingent Consideration, Settlements | 0 | (716) | (424) | ||||||
Contingent Consideration, Reclass | 0 | (331) | (143) | ||||||
(Gain) loss, net from changes in fair value of contingent consideration | [1] | 435 | (1,020) | (268) | (1,059) | ||||
Contingent Consideration, Ending Value | 10,273 | 2,986 | 10,273 | 2,986 | |||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [2] | 435 | (1,020) | (656) | (1,020) | ||||
Convertible debt securities [Member] | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 7,882 | $ 2,030 | 7,882 | $ 2,030 | $ 8,026 | $ 2,527 | $ 2,630 | $ 3,174 | |
Retained Investment in Business [Member] | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 16,400 | 16,400 | |||||||
2015 [Member] | Retained Investment in Business [Member] | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 138,475 | $ 138,475 | |||||||
[1] | Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. | ||||||||
[2] | Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. |
Fair Value Measurements Financi
Fair Value Measurements Financial Assets and Liabilities, Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost method investments | $ 14,612 | $ 15,630 |
Cost Method Investments, Fair Value Disclosure | $ 15,683 | $ 16,134 |
Income (Loss) Per Share of Cl65
Income (Loss) Per Share of Class A and Class B Common Stock Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Basic net income (loss) per share | |||||
Allocation of net loss - continuing operations | $ (24,613,000) | $ (12,573,000) | $ (56,619,000) | $ (45,039,000) | |
Less: Allocation of net income attributable to noncontrolling interests | 3,002,000 | 2,190,000 | 9,648,000 | 6,575,000 | |
Net loss from discontinued operations | 0 | (6,445,000) | 133,463,000 | (30,264,000) | |
Net loss attributable to Groupon, Inc. | $ (27,615,000) | $ (21,208,000) | $ 67,196,000 | $ (81,878,000) | |
Basic, weighted average number of shares outstanding | 644,894,785 | 669,526,524 | 664,302,630 | 675,814,535 | |
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) | |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) | |
Basic, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) | |
Diluted net income (loss) per share | |||||
Basic, weighted average number of shares outstanding | 644,894,785 | 669,526,524 | 664,302,630 | 675,814,535 | |
Diluted, weighted average number of shares outstanding | 644,894,785 | 669,526,524 | 664,302,630 | 675,814,535 | |
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) | |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) | |
Diluted, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) | |
Common Class A [Member] | |||||
Basic net income (loss) per share | |||||
Allocation of net loss - continuing operations | $ (24,522,000) | $ (12,528,000) | $ (56,414,000) | $ (44,879,000) | |
Less: Allocation of net income attributable to noncontrolling interests | 2,991,000 | 2,183,000 | 9,613,000 | 6,552,000 | |
Allocation of net loss attributable to common stockholders - continuing operations | (27,513,000) | (14,711,000) | (66,027,000) | (51,431,000) | |
Net loss from discontinued operations | 0 | (6,423,000) | 132,966,000 | (30,157,000) | |
Net loss attributable to Groupon, Inc. | $ (27,513,000) | $ (21,134,000) | $ 66,939,000 | $ (81,588,000) | |
Basic, weighted average number of shares outstanding | 642,494,809 | 667,126,548 | 661,902,654 | 673,414,559 | |
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) | |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) | |
Basic, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) | |
Diluted net income (loss) per share | |||||
Allocation of net income attributable to common stockholders | $ (27,513,000) | $ (21,134,000) | $ 66,939,000 | $ (81,588,000) | |
Basic, weighted average number of shares outstanding | 642,494,809 | 667,126,548 | 661,902,654 | 673,414,559 | |
Conversion of Class B | [1] | 0 | 0 | 0 | 0 |
Employee stock options | [1] | 0 | 0 | 0 | 0 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted, weighted average number of shares outstanding | [1] | 642,494,809 | 667,126,548 | 661,902,654 | 673,414,559 |
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) | |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) | |
Diluted, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) | |
Common Class B [Member] | |||||
Basic net income (loss) per share | |||||
Allocation of net loss - continuing operations | $ (91,000) | $ (45,000) | $ (205,000) | $ (160,000) | |
Less: Allocation of net income attributable to noncontrolling interests | 11,000 | 7,000 | 35,000 | 23,000 | |
Allocation of net loss attributable to common stockholders - continuing operations | (102,000) | (52,000) | (240,000) | (183,000) | |
Net loss from discontinued operations | 0 | (22,000) | 497,000 | (107,000) | |
Net loss attributable to Groupon, Inc. | $ (102,000) | $ (74,000) | $ 257,000 | $ (290,000) | |
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | 2,399,976 | 2,399,976 | |
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) | |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) | |
Basic, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) | |
Diluted net income (loss) per share | |||||
Allocation of net income attributable to common stockholders | $ (102,000) | $ (74,000) | $ 257,000 | $ (290,000) | |
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | 2,399,976 | 2,399,976 | |
Conversion of Class B | [1] | 0 | 0 | 0 | 0 |
Employee stock options | [1] | 0 | 0 | 0 | 0 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted, weighted average number of shares outstanding | [1] | 2,399,976 | 2,399,976 | 2,399,976 | 2,399,976 |
Continuing operations | $ (0.04) | $ (0.02) | $ (0.10) | $ (0.08) | |
Discontinued operations | 0 | (0.01) | 0.20 | (0.04) | |
Diluted, net (loss) earnings per share | $ (0.04) | $ (0.03) | $ 0.10 | $ (0.12) | |
Continuing Operations [Member] | Common Class A [Member] | |||||
Diluted net income (loss) per share | |||||
Allocation of net loss attributable to common stockholders for basic computation | $ (27,513,000) | $ (14,711,000) | $ (66,027,000) | $ (51,431,000) | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 | 0 | 0 |
Allocation of net income attributable to common stockholders | (27,513,000) | (14,711,000) | (66,027,000) | (51,431,000) | |
Continuing Operations [Member] | Common Class B [Member] | |||||
Diluted net income (loss) per share | |||||
Allocation of net loss attributable to common stockholders for basic computation | (102,000) | (52,000) | (240,000) | (183,000) | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 | 0 | 0 |
Allocation of net income attributable to common stockholders | (102,000) | (52,000) | (240,000) | (183,000) | |
Discontinued Operations [Member] | Common Class A [Member] | |||||
Diluted net income (loss) per share | |||||
Allocation of net loss attributable to common stockholders for basic computation | 0 | (6,423,000) | 132,966,000 | (30,157,000) | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 | 0 | 0 |
Allocation of net income attributable to common stockholders | 0 | (6,423,000) | 132,966,000 | (30,157,000) | |
Discontinued Operations [Member] | Common Class B [Member] | |||||
Diluted net income (loss) per share | |||||
Allocation of net loss attributable to common stockholders for basic computation | 0 | (22,000) | 497,000 | (107,000) | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 | 0 | 0 |
Allocation of net income attributable to common stockholders | $ 0 | $ (22,000) | $ 497,000 | $ (107,000) | |
[1] | Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted net loss per share calculation for the three and nine months ended September 30, 2015 and 2014 because the effect would be antidilutive. |
Income (Loss) Per Share of Cl66
Income (Loss) Per Share of Class A and Class B Common Stock Schedule of Equity Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 46,408,132 | 47,103,519 | 44,933,395 | 46,206,071 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 1,778,711 | 2,610,764 | 1,966,846 | 2,905,390 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 41,788,616 | 43,989,496 | 41,004,715 | 42,713,167 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 1,740,104 | 36,988 | 1,108,814 | 58,718 |
Employee Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 1,100,701 | 466,271 | 853,020 | 528,796 |
Restructuring Restructuring Cos
Restructuring Restructuring Costs (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)numberofcountriesnumberofemployees | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)numberofcountries | Sep. 30, 2014USD ($) | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | $ 35,000 | ||||
Number of employees terminated | numberofemployees | 1,200 | ||||
Restructuring charges | $ 24,146 | $ 0 | $ 24,146 | $ 0 | |
North America [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 1,400 | ||||
EMEA [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 19,700 | ||||
ROW [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 3,000 | ||||
Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 22,559 | |||
Employee Severance [Member] | North America [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 890 | |||
Employee Severance [Member] | EMEA [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 19,652 | |||
Employee Severance [Member] | ROW [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 2,017 | |||
Asset Impairments Related to Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 345 | ||||
Asset Impairments Related to Restructuring [Member] | North America [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Asset Impairments Related to Restructuring [Member] | EMEA [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Asset Impairments Related to Restructuring [Member] | ROW [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 345 | ||||
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 1,242 | ||||
Other Restructuring [Member] | North America [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 511 | ||||
Other Restructuring [Member] | EMEA [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 83 | ||||
Other Restructuring [Member] | ROW [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 648 | ||||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of Countries in which Entity Operates | numberofcountries | 9 | 9 | |||
Facility Closing [Member] | EMEA [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of Countries in which Entity Operates | numberofcountries | 3 | 3 | |||
Facility Closing [Member] | ROW [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of Countries in which Entity Operates | numberofcountries | 6 | 6 | |||
[1] | The employee severance and benefit costs for the three and nine months ended September 30, 2015 relates to the termination of approximately 1,200 employees. The cash payments for those costs are expected to be disbursed through March 31, 2016. |
Restructuring Restructuring Act
Restructuring Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | ||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ 24,146 | $ 0 | $ 24,146 | $ 0 | ||
Restructuring Reserve | 21,289 | 21,289 | $ 0 | |||
Restructuring charges | 23,801 | |||||
Payments for Restructuring | 2,539 | |||||
Restructuring Reserve, Translation Adjustment | 27 | |||||
Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | [1] | 22,559 | ||||
Restructuring Reserve | 20,828 | 20,828 | 0 | |||
Restructuring charges | 22,559 | |||||
Payments for Restructuring | 1,756 | |||||
Restructuring Reserve, Translation Adjustment | 25 | |||||
Asset Impairments Related to Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 345 | |||||
Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 1,242 | |||||
Restructuring Reserve | 461 | $ 461 | $ 0 | |||
Restructuring charges | 1,242 | |||||
Payments for Restructuring | 783 | |||||
Restructuring Reserve, Translation Adjustment | 2 | |||||
North America [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 1,400 | |||||
North America [Member] | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | [1] | 890 | ||||
North America [Member] | Asset Impairments Related to Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 0 | |||||
North America [Member] | Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 511 | |||||
EMEA [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 19,700 | |||||
EMEA [Member] | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | [1] | 19,652 | ||||
EMEA [Member] | Asset Impairments Related to Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 0 | |||||
EMEA [Member] | Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 83 | |||||
ROW [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 3,000 | |||||
ROW [Member] | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | [1] | 2,017 | ||||
ROW [Member] | Asset Impairments Related to Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 345 | |||||
ROW [Member] | Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ 648 | |||||
[1] | The employee severance and benefit costs for the three and nine months ended September 30, 2015 relates to the termination of approximately 1,200 employees. The cash payments for those costs are expected to be disbursed through March 31, 2016. |
Restructuring Restructuring Det
Restructuring Restructuring Details (Details) | 3 Months Ended |
Sep. 30, 2015numberofcountriesnumberofemployees | |
Restructuring Cost and Reserve [Line Items] | |
Number of employees terminated | numberofemployees | 1,200 |
Facility Closing [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Number of Countries in which Entity Operates | 9 |
ROW [Member] | Facility Closing [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Number of Countries in which Entity Operates | 6 |
EMEA [Member] | Facility Closing [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Number of Countries in which Entity Operates | 3 |
Segment Information Segment Inf
Segment Information Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Segment Reporting Information [Line Items] | ||||||||
Loss Contingency Accrual, Period Increase (Decrease) | $ 37,500 | |||||||
Restructuring Costs | $ 35,000 | |||||||
Number of Reportable Segments | 3 | |||||||
Revenue | $ 713,595 | $ 714,269 | $ 2,202,346 | $ 2,158,895 | ||||
Segment cost of revenue and operating expenses | [1] | 747,522 | [2],[3],[4] | 680,844 | 2,166,357 | [2],[3],[4] | 2,074,427 | |
Segment operating income (loss) | [1] | (33,927) | 33,425 | 35,989 | 84,468 | |||
Acquisition-related (benefit) expense, net | 1,064 | (304) | 1,300 | 2,078 | ||||
Income (loss) from operations | (70,423) | 1,049 | (74,354) | (2,939) | ||||
Other expense, net | (8,160) | (20,056) | (25,146) | (21,919) | ||||
Loss from continuing operations before provision for income taxes | (78,583) | (19,007) | (99,500) | (24,858) | ||||
Provision for income taxes | (53,970) | (6,434) | (42,881) | 20,181 | ||||
Net loss from continuing operations | (24,613) | (12,573) | (56,619) | (45,039) | ||||
Net loss from discontinued operations | 0 | (6,445) | 133,463 | (30,264) | ||||
Net loss | (24,613) | (19,018) | 76,844 | (75,303) | ||||
Share-based Compensation | [5] | 35,432 | 32,680 | 109,043 | ||||
Share-based Compensation | 35,575 | 32,680 | 109,204 | [5] | 85,329 | [5] | ||
Prepaid marketing write-off | 6,700 | |||||||
North America [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [6] | 463,931 | 418,494 | 1,425,095 | 1,273,487 | |||
Segment cost of revenue and operating expenses | [1] | 494,843 | [3],[4] | 405,910 | 1,404,472 | [3],[4] | 1,234,973 | |
Segment operating income (loss) | [1] | (30,912) | 12,584 | 20,623 | 38,514 | |||
Acquisition-related (benefit) expense, net | 1,064 | (304) | 1,300 | 1,934 | ||||
Share-based Compensation | 30,324 | 28,493 | 95,607 | 74,179 | ||||
EMEA [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [6] | 199,287 | 230,072 | 619,554 | 688,655 | |||
Segment cost of revenue and operating expenses | [1] | 195,397 | [2],[4] | 207,643 | 586,343 | [2],[4] | 619,594 | |
Segment operating income (loss) | [1] | 3,890 | 22,429 | 33,211 | 69,061 | |||
Acquisition-related (benefit) expense, net | 0 | 0 | 0 | 144 | ||||
Share-based Compensation | 3,441 | 2,687 | 8,881 | 7,187 | ||||
ROW [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 50,377 | 65,703 | 157,697 | 196,753 | ||||
Segment cost of revenue and operating expenses | [1] | 57,282 | [4] | 67,291 | 175,542 | [4] | 219,860 | |
Segment operating income (loss) | [1] | (6,905) | (1,588) | (17,845) | (23,107) | |||
Acquisition-related (benefit) expense, net | 0 | 0 | 0 | 0 | ||||
Share-based Compensation | 1,810 | 1,500 | $ 4,716 | 3,963 | ||||
Sales Revenue, Net [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Concentration of risk, percentage | 10.00% | |||||||
Other Income [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Share-based Compensation | 100 | $ 200 | ||||||
SWITZERLAND | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 112,100 | 117,700 | 343,300 | 312,000 | ||||
UNITED STATES | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 457,700 | $ 409,300 | $ 1,405,300 | $ 1,242,400 | ||||
[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. The table below summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-relatedNorth America $30,324 $1,064 $28,493 $(304) $95,607 $1,300 $74,179 $1,934EMEA 3,441 — 2,687 — 8,881 — 7,187 144Rest of World 1,810 — 1,500 — 4,716 — 3,963 —Consolidated $35,575 $1,064 $32,680 $(304) $109,204 $1,300 $85,329 $2,078Acquisition-related expense (benefit), net for the North America segment includes external transaction costs and 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] | Segment cost of revenue and operating expenses for EMEA for the three and nine months ended September 30, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations. | |||||||
[3] | Segment cost of revenue and operating expenses for North America for the three and nine months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 8, "Commitments and Contingencies," for additional information. | |||||||
[4] | Segment cost of revenue and operating expenses for the three and nine months ended September 30, 2015 includes restructuring charges of $1.4 million in North America, $19.7 million in EMEA and $3.0 million in Rest of World. See Note 13, "Restructuring," for additional information. | |||||||
[5] | Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other income (expense), net, includes $0.1 million and $0.2 million of additional stock-based compensation for the three and nine months ended September 30, 2015. | |||||||
[6] | North America includes revenue from the United States of $457.7 million and $409.3 million for the three months ended September 30, 2015 and 2014, respectively, and $1,405.3 million and $1,242.4 million for the nine months ended September 30, 2015 and 2014, respectively. EMEA includes revenue from Switzerland of $112.1 million and $117.7 million for the three months ended September 30, 2015 and 2014, respectively, and $343.3 million and $312.0 million for the nine months ended September 30, 2015 and 2014, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2015 and 2014. |
Segment Information Total Asset
Segment Information Total Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 2,030,641 | $ 2,227,597 | |
Disposal Group, Including Discontinued Operation, Assets | [1] | 0 | 386,550 |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | [1] | 1,304,460 | 1,150,417 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | 488,333 | 552,486 | |
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 237,848 | 138,144 | |
Assets, Total [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration of risk, percentage | 10.00% | ||
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 1,276,200 | 1,120,400 | |
Korea [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 386,600 | ||
[1] | North America contains assets from the United States of $1,276.2 million and $1,120.4 million as of September 30, 2015 and December 31, 2014, respectively. Assets held for sale contains assets from the Republic of Korea of $386.6 million as of December 31, 2014. There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2015 and December 31, 2014 |
Segment Information Revenue by
Segment Information Revenue by Segment and Category (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | ||
Primary Categories | 3 | ||||
Third party and other | $ 326,306 | $ 362,903 | $ 1,027,273 | $ 1,133,109 | |
Revenue, services | 302,029 | 332,778 | 954,835 | 1,034,348 | |
Direct | 387,289 | 351,366 | 1,175,073 | 1,025,786 | |
Total revenue | 713,595 | 714,269 | 2,202,346 | 2,158,895 | |
North America [Member] | |||||
Revenue, services | 185,180 | 179,539 | 580,452 | 555,471 | |
Total revenue | [1] | 463,931 | 418,494 | 1,425,095 | 1,273,487 |
EMEA [Member] | |||||
Revenue, services | 84,342 | 106,962 | 270,238 | 343,243 | |
Total revenue | [1] | 199,287 | 230,072 | 619,554 | 688,655 |
ROW [Member] | |||||
Revenue, services | 32,507 | 46,277 | 104,145 | 135,634 | |
Total revenue | 50,377 | 65,703 | 157,697 | 196,753 | |
Local [Member] | |||||
Third party and other | [2] | 260,939 | 290,948 | 831,123 | 914,250 |
Local [Member] | North America [Member] | |||||
Third party and other | [2] | 163,786 | 161,912 | 517,111 | 503,659 |
Local [Member] | EMEA [Member] | |||||
Third party and other | [2] | 70,781 | 90,002 | 228,860 | 295,607 |
Local [Member] | ROW [Member] | |||||
Third party and other | [2] | 26,372 | 39,034 | 85,152 | 114,984 |
Travel [Member] | |||||
Third party and other | 41,090 | 41,830 | 123,712 | 120,098 | |
Travel [Member] | North America [Member] | |||||
Third party and other | 21,394 | 17,627 | 63,341 | 51,812 | |
Travel [Member] | EMEA [Member] | |||||
Third party and other | 13,561 | 16,960 | 41,378 | 47,636 | |
Travel [Member] | ROW [Member] | |||||
Third party and other | 6,135 | 7,243 | 18,993 | 20,650 | |
Goods [Member] | |||||
Third party and other | 24,277 | 30,125 | 72,438 | 98,761 | |
Direct | 387,289 | 351,366 | 1,175,073 | 1,025,786 | |
Total revenue | 411,566 | 381,491 | 1,247,511 | 1,124,547 | |
Goods [Member] | North America [Member] | |||||
Third party and other | 1,643 | 1,139 | 3,962 | 3,859 | |
Direct | 277,108 | 237,816 | 840,681 | 714,157 | |
Total revenue | 278,751 | 238,955 | 844,643 | 718,016 | |
Goods [Member] | EMEA [Member] | |||||
Third party and other | 11,837 | 14,750 | 33,517 | 49,070 | |
Direct | 103,108 | 108,360 | 315,799 | 296,342 | |
Total revenue | 114,945 | 123,110 | 349,316 | 345,412 | |
Goods [Member] | ROW [Member] | |||||
Third party and other | 10,797 | 14,236 | 34,959 | 45,832 | |
Direct | 7,073 | 5,190 | 18,593 | 15,287 | |
Total revenue | $ 17,870 | $ 19,426 | $ 53,552 | $ 61,119 | |
[1] | North America includes revenue from the United States of $457.7 million and $409.3 million for the three months ended September 30, 2015 and 2014, respectively, and $1,405.3 million and $1,242.4 million for the nine months ended September 30, 2015 and 2014, respectively. EMEA includes revenue from Switzerland of $112.1 million and $117.7 million for the three months ended September 30, 2015 and 2014, respectively, and $343.3 million and $312.0 million for the nine months ended September 30, 2015 and 2014, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2015 and 2014. | ||||
[2] | Includes revenue from deals with local and national merchants and through local events. |
Segment Information Gross Profi
Segment Information Gross Profit by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Gross Profit by Category [Line Items] | |||||
Gross Profit, Services | $ 262,480 | $ 291,502 | $ 831,617 | $ 908,975 | |
Gross profit | 328,912 | 355,278 | 1,013,325 | 1,087,200 | |
North America [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross Profit, Services | 156,442 | 152,189 | 492,968 | 476,292 | |
Gross profit | 191,243 | 176,142 | 582,290 | 535,810 | |
EMEA [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross Profit, Services | 78,611 | 99,396 | 250,576 | 318,398 | |
Gross profit | 103,516 | 131,648 | 322,840 | 413,384 | |
ROW [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross Profit, Services | 27,427 | 39,917 | 88,073 | 114,285 | |
Gross profit | 34,153 | 47,488 | 108,195 | 138,006 | |
Local [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | [1] | 227,654 | 256,518 | 728,358 | 806,048 |
Local [Member] | North America [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | [1] | 138,798 | 138,189 | 441,148 | 433,485 |
Local [Member] | EMEA [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | [1] | 66,288 | 83,956 | 213,914 | 274,395 |
Local [Member] | ROW [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | [1] | 22,568 | 34,373 | 73,296 | 98,168 |
Goods [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 66,432 | 63,776 | 181,708 | 178,225 | |
Goods [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 17,776 | 20,627 | 50,364 | 70,801 | |
Goods [Member] | Direct [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 48,656 | 43,149 | 131,344 | 107,424 | |
Goods [Member] | North America [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 34,801 | 23,953 | 89,322 | 59,518 | |
Goods [Member] | North America [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 1,359 | 951 | 3,201 | 3,239 | |
Goods [Member] | North America [Member] | Direct [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 33,442 | 23,002 | 86,121 | 56,279 | |
Goods [Member] | EMEA [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 24,905 | 32,252 | 72,264 | 94,986 | |
Goods [Member] | EMEA [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 10,025 | 12,307 | 27,997 | 43,019 | |
Goods [Member] | EMEA [Member] | Direct [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 14,880 | 19,945 | 44,267 | 51,967 | |
Goods [Member] | ROW [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 6,726 | 7,571 | 20,122 | 23,721 | |
Goods [Member] | ROW [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 6,392 | 7,369 | 19,166 | 24,543 | |
Goods [Member] | ROW [Member] | Direct [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 334 | 202 | 956 | (822) | |
Travel [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 34,826 | 34,984 | 103,259 | 102,927 | |
Travel [Member] | North America [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 17,644 | 14,000 | 51,820 | 42,807 | |
Travel [Member] | EMEA [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | 12,323 | 15,440 | 36,662 | 44,003 | |
Travel [Member] | ROW [Member] | Third party and other [Member] | |||||
Gross Profit by Category [Line Items] | |||||
Gross profit | $ 4,859 | $ 5,544 | $ 14,777 | $ 16,117 | |
[1] | Includes gross profit from deals with local and national merchants and through local events. |