Cover Document
Cover Document - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 26, 2016 | |
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 | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 577,617,876 | |
Common Class B [Member] | ||
Common Stock, Shares, Outstanding | 2,399,976 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 688,512 | $ 853,362 |
Accounts receivable, net | 73,471 | 68,175 |
Prepaid expenses and other current assets | 134,831 | 153,705 |
Total current assets | 896,814 | 1,075,242 |
Property, equipment and software, net | 193,036 | 198,897 |
Goodwill | 291,747 | 287,332 |
Intangible assets, net | 32,769 | 36,483 |
Investments | 177,553 | 178,236 |
Deferred income taxes, non-current | 4,254 | 3,454 |
Other non-current assets | 22,507 | 16,620 |
Total Assets | 1,618,680 | 1,796,264 |
Current liabilities: | ||
Accounts payable | 21,970 | 24,590 |
Accrued merchant and supplier payables | 674,153 | 776,211 |
Accrued expenses and other current liabilities | 406,578 | 402,724 |
Total current liabilities | 1,102,701 | 1,203,525 |
Deferred income taxes, non-current | 6,937 | 8,612 |
Other non-current liabilities | 123,371 | 113,540 |
Total Liabilities | $ 1,233,009 | $ 1,325,677 |
Commitments and contingencies (see Note 7) | ||
Stockholders' Equity | ||
Additional paid-in capital | $ 1,997,930 | $ 1,964,453 |
Treasury stock, at cost, 93,141,211 shares at September 30, 2015 and 27,239,104 shares at December 31, 2014 | (708,490) | (645,041) |
Accumulated deficit | (953,542) | (901,292) |
Accumulated other comprehensive income | 48,354 | 51,206 |
Total Groupon, Inc. Stockholders' Equity | 384,324 | 469,398 |
Noncontrolling interests | 1,347 | 1,189 |
Total Equity | 385,671 | 470,587 |
Total Liabilities and Equity | 1,618,680 | 1,796,264 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common Stock, Value, Issued | 72 | 72 |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Investments at Fair Value | $ 162,500 | $ 163,700 |
Treasury Stock [Member] | ||
Treasury Stock, Shares | 147,288,165 | 128,468,165 |
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 | 720,766,970 | 717,387,446 |
Common Stock, Shares, Outstanding | 573,478,805 | 588,919,281 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Third party and other | $ 334,568 | $ 360,121 |
Direct | 397,403 | 390,235 |
Total revenue | 731,971 | 750,356 |
Cost of revenue: | ||
Third party and other | 46,781 | 51,697 |
Direct | 345,862 | 351,253 |
Total cost of revenue | 392,643 | 402,950 |
Gross profit | 339,328 | 347,406 |
Operating expenses: | ||
Marketing | 89,765 | 52,533 |
Selling, general and administrative | 280,988 | 289,847 |
Restructuring charges | 12,444 | 0 |
Acquisition-related (benefit) expense, net | 3,464 | (269) |
Total operating expenses | 386,661 | 342,111 |
Income (loss) from operations | (47,333) | 5,295 |
Other expense, net | 3,486 | (19,927) |
Loss from continuing operations before provision for income taxes | (43,847) | (14,632) |
Provision for income taxes | 1,749 | 2,107 |
Loss from continuing operations | (45,596) | (16,739) |
Income (loss) from discontinued operations, net of tax | 0 | 6,284 |
Net loss | (45,596) | (10,455) |
Net income attributable to noncontrolling interests | (3,523) | (3,818) |
Net loss attributable to Groupon, Inc. | $ (49,119) | $ (14,273) |
Basic net income (loss) per share | ||
Continuing operations | $ (0.08) | $ (0.03) |
Discontinued operations | 0 | 0.01 |
Basic, net (loss) earnings per share | (0.08) | (0.02) |
Diluted net income (loss) per share | ||
Continuing operations | (0.08) | (0.03) |
Discontinued operations | 0 | 0.01 |
Diluted, net (loss) earnings per share | $ (0.08) | $ (0.02) |
Weighted average number of shares outstanding | ||
Basic, weighted average number of shares outstanding | 582,751,678 | 676,382,937 |
Diluted, weighted average number of shares outstanding | 582,751,678 | 676,382,937 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss from continuing operations | $ (45,596) | $ (16,739) |
Other comprehensive (loss) income, net of tax: | ||
Reclassification of amount included in net income (loss) from continuing operations | 1,500 | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 27 | 26 |
Comprehensive loss | (48,448) | (2,002) |
Net loss from discontinued operations | 0 | 6,284 |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments | 0 | (2,417) |
Comprehensive income attributable to noncontrolling interests | (3,523) | (3,818) |
Comprehensive loss attributable to Groupon Inc. | (51,971) | (5,820) |
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 | (116) | 137 |
Continuing Operations [Member] | ||
Other comprehensive (loss) income, net of tax: | ||
Net unrealized gain (losses) during the period | (4,225) | 10,707 |
Reclassification of amount included in net income (loss) from continuing operations | 1,462 | 0 |
Net change in unrealized gain (loss) - Foreign Currency Translation | (2,763) | 10,707 |
Other comprehensive income | (2,852) | 10,870 |
Comprehensive loss | (48,448) | (5,869) |
Discontinued Operations, Disposed of by Sale [Member] | ||
Other comprehensive (loss) income, net of tax: | ||
Other comprehensive income | $ 0 | $ 3,867 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) Condensed Consolidated Statements of Comprehensive Income (Loss) Parenthetical - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | $ 4 | $ 5 |
Tax effects for change in unrealized gain (loss) | 0 | 83 |
Discontinued Operations, Disposed of by Sale [Member] | ||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ 1,428 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [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, 2015 | 719,787,422 | |||||||||
Beginning Balance, Equity at Dec. 31, 2015 | $ 470,587 | $ 72 | $ 1,964,453 | $ (901,292) | $ 51,206 | $ 469,398 | $ 1,189 | $ 470,587 | ||
Beginning Balance, Treasury Stock, Shares at Dec. 31, 2015 | (128,468,165) | |||||||||
Beginning Balance, Treasury Stock, Value at Dec. 31, 2015 | (645,041) | $ (645,041) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | (3,131) | (3,131) | (3,131) | |||||||
Net loss | $ (45,596) | (49,119) | (49,119) | 3,523 | (45,596) | |||||
Foreign currency translation, net of tax | (2,763) | 0 | (2,763) | $ (2,763) | ||||||
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | 27 | 27 | 0 | 27 | ||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (116) | (116) | (116) | |||||||
Issuance of unvested restricted stock | (196,968) | |||||||||
Exercise of stock options, shares | 253,511 | |||||||||
Exercise of stock options, value | 319 | 319 | 319 | |||||||
Vesting of restricted stock units, shares | 4,104,383 | |||||||||
Vesting of restricted stock units, value | $ 0 | 0 | ||||||||
Shares issued under employee stock purchase plan, shares | 618,319 | |||||||||
Shares issued under employee stock purchase plan, value | 1,614 | 1,614 | 1,614 | |||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (1,399,721) | |||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | $ 0 | (4,262) | (4,262) | (4,262) | ||||||
Stock-based compensation on equity-classified awards | 35,806 | 35,806 | 35,806 | |||||||
Purchases of treasury stock, shares | (18,820,000) | |||||||||
Purchases of treasury stock, value | $ (63,449) | (63,449) | (63,449) | |||||||
Partnership distributions to noncontrolling interest holders | (3,365) | (3,365) | ||||||||
Ending Balance, Treasury Stock, Shares at Mar. 31, 2016 | (147,288,165) | |||||||||
Ending Balance, Treasury Stock, Value at Mar. 31, 2016 | $ (708,490) | $ (708,490) | ||||||||
Ending Balance, Shares, Outstanding at Mar. 31, 2016 | 723,166,946 | |||||||||
Ending Balance, Equity at Mar. 31, 2016 | $ 385,671 | $ 72 | $ 1,997,930 | $ (953,542) | $ 48,354 | $ 384,324 | $ 1,347 | $ 385,671 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Operating activities | |||
Net loss | $ (45,596) | $ (10,455) | |
Less: Income (loss) from discontinued operations | 0 | 6,284 | |
Loss from continuing operations | (45,596) | (16,739) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation, Depletion and Amortization | 30,143 | 26,266 | |
Amortization of acquired intangible assets | 4,654 | 5,934 | |
Share-based Compensation | [1] | 30,756 | 35,144 |
Restructuring Costs and Asset Impairment Charges | 45 | 0 | |
Deferred income taxes | (2,310) | 22 | |
Gain from changes in fair value of contingent consideration | [2] | 3,442 | (279) |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 1,100 | 0 | |
Change in assets and liabilities, net of acquisitions: | |||
Restricted cash | 505 | 3,245 | |
Accounts receivable | (3,223) | (8,901) | |
Prepaid expenses and other current assets | 20,940 | (2,513) | |
Accounts payable | (2,850) | 2,244 | |
Accrued merchant and supplier payables | (112,425) | (17,034) | |
Accrued expenses and other current liabilities | 10,848 | (2,470) | |
Other, net | (12,754) | 18,688 | |
Net cash provided by (used in) operating activities from continuing operations | (76,725) | 43,607 | |
Net cash used in operating activities from discontinued operations | 0 | (24,355) | |
Net cash provided by (used in) operating activities | (76,725) | 19,252 | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (19,952) | (18,294) | |
Acquisitions of businesses, net of acquired cash | (40) | (800) | |
Settlements of liabilities related to purchase of additional interest in consolidated subsidiary | 0 | (349) | |
Purchases of intangible assets | (786) | 0 | |
Net cash used in investing activities from continuing operations | (20,778) | (19,443) | |
Net cash used in investing activities from discontinued operations | 0 | (624) | |
Net cash used in investing activities | (20,778) | (20,067) | |
Financing activities | |||
Payments for purchases of treasury stock | (64,665) | (18,006) | |
Taxes paid related to net share settlements of stock-based compensation awards | (4,964) | (14,584) | |
Proceeds from stock option exercises and employee stock purchase plan | 1,933 | 1,946 | |
Partnership distribution payments to noncontrolling interest holders | (3,365) | (1,558) | |
Payments of capital lease obligations | (6,954) | (3,636) | |
Net cash used in financing activities | (78,015) | (35,838) | |
Effect of exchange rate changes on cash and cash equivalents | 10,668 | (30,199) | |
Net decrease in cash and cash equivalents, including cash classified within current assets held for sale | (164,850) | (66,852) | |
Less: Increase in cash and cash equivalents classified within current assets held for sale | 0 | (25,722) | |
Net decrease in cash and cash equivalents | (164,850) | (41,130) | |
Cash and cash equivalents, beginning of period | 853,362 | 1,016,634 | |
Cash and cash equivalents, end of period | 688,512 | 975,504 | |
Non-cash investing and financing activities | |||
Equipment acquired under capital lease obligations | 1,163 | 0 | |
Payments for Tenant Improvements | 4,809 | 0 | |
Liability for purchases of treasury stock | 2,965 | 901 | |
Liability for purchase consideration | 250 | 0 | |
Liability for purchase of additional interests in consolidated subsidiaries | 526 | 1,249 | |
Continuing Operations [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Share-based Compensation | 30,800 | 35,100 | |
Non-cash investing and financing activities | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 3,928 | 3,440 | |
Discontinued Operations [Abstract] | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 3,928 | 3,440 | |
Discontinued Operations [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Share-based Compensation | 1,100 | ||
Non-cash investing and financing activities | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 0 | 415 | |
Discontinued Operations [Abstract] | |||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | $ 0 | $ 415 | |
[1] | Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.2 million of additional stock-based compensation for the three months ended March 31, 2016. | ||
[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 | 3 Months Ended |
Mar. 31, 2016 | |
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, generally 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 13, "Segment Information." In May 2015, the Company sold a controlling stake in its subsidiary Ticket Monster, Inc. ("Ticket Monster"), an entity based in the Republic of Korea, that resulted in its deconsolidation. The financial results of Ticket Monster are presented as discontinued operations in the accompanying condensed consolidated financial statements for the three months ended March 31, 2015 . See Note 2, "Discontinued Operations," 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, 2016 . 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, 2015 , filed with the SEC on February 11, 2016, as amended by the Form 10-K/A for the year ended December 31, 2015 , filed with the SEC on March 30, 2016. 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. Adoption of New Accounting Standards The Company adopted the guidance in Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting , on January 1, 2016. Under this ASU, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur and the impact of that change in accounting policy has been recorded as a $3.1 million cumulative effect adjustment to its accumulated deficit as of January 1, 2016. Additionally, ASU 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense (benefit), net. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings has been applied on a prospective basis to settlements occurring on or after January 1, 2016 and the impact of applying that guidance was not material to the condensed consolidated financial statements for the period ended March 31, 2016. ASU 2016-09 also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a retrospective basis, which has resulted in a $2.9 million increase to net cash provided by operating activities and a corresponding increase to net cash used in financing activities in the accompanying condensed consolidated statement of cash flows for the period ended March 31, 2015, as compared to the amounts previously reported. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying condensed consolidated financial statements. The Company adopted the guidance in ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis , on January 1, 2016. This ASU expands the variable interest entity ("VIE") criteria to specifically include limited partnerships in certain circumstances. The adoption of ASU 2015-02 did not have a material impact on the accompanying condensed consolidated financial statements. The Company determined that Monster Holdings LP ("Monster LP") is not a VIE under ASU 2015-02, which is consistent with its conclusion prior to adoption of the ASU. That investment is evaluated as a corporation, rather than a limited partnership, for purposes of making consolidation determinations because its governance structure is akin to a corporation. Under the terms of Monster LP’s amended and restated agreement of limited partnership, all of the objectives and purposes of Monster LP are carried out by a board of directors, rather than a general partner. The Company adopted the guidance in ASU 2015-05, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) - Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , on January 1, 2016. This ASU provides guidance about whether a cloud computing arrangement contains a software license. The Company has elected to apply this guidance prospectively to arrangements entered into or materially modified on or after January 1, 2016. The adoption of ASU 2015-05 did not have a material impact on the accompanying condensed consolidated financial statements. 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) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS In May 2015, the Company sold a controlling stake in Ticket Monster to an investor group. 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 were met. As such, the financial results of Ticket Monster 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 March 31, 2015 (in thousands): Three Months Ended March 31, 2015 Third party and other revenue $ 17,883 Direct revenue 24,823 Third party and other cost of revenue (9,524 ) Direct cost of revenue (25,949 ) Marketing expense (5,023 ) Selling, general and administrative expense (22,763 ) Other income, net 61 Loss from discontinued operations before benefit for income taxes (20,492 ) Benefit for income taxes 26,776 Income (loss) from discontinued operations, net of tax $ 6,284 The Company recognized an income tax benefit from discontinued operations of $26.8 million for the three months ended March 31, 2015. That tax benefit 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. No tax benefits were recognized in relation to Ticket Monster's pre-tax losses for the three months ended March 31, 2015 because valuation allowances were provided against the related net deferred tax assets. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2015 $ 178,746 $ 92,063 $ 16,523 $ 287,332 Foreign currency translation — 3,741 674 4,415 Balance as of March 31, 2016 $ 178,746 $ 95,804 $ 17,197 $ 291,747 The following tables summarize the Company's intangible assets (in thousands): March 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 53,614 $ 46,227 $ 7,387 Merchant relationships 9,903 8,463 1,440 Trade names 11,213 7,862 3,351 Developed technology 37,460 27,374 10,086 Brand relationships 7,960 3,471 4,489 Other intangible assets 21,578 15,562 6,016 Total $ 141,728 $ 108,959 $ 32,769 December 31, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 52,204 $ 43,725 $ 8,479 Merchant relationships 9,648 8,064 1,584 Trade names 11,013 7,396 3,617 Developed technology 37,103 25,436 11,667 Brand relationships 7,960 3,073 4,887 Other intangible assets 20,638 14,389 6,249 Total $ 138,566 $ 102,083 $ 36,483 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 $4.7 million and $5.9 million for the three months ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2016 $ 12,015 2017 11,470 2018 7,961 2019 831 2020 478 Thereafter 14 Total $ 32,769 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's investments (dollars in thousands): March 31, 2016 Percent Ownership of Voting Stock December 31, 2015 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 10,173 $ 10,116 Redeemable preferred shares 22,699 17% to 25% 22,834 17% to 25% Total available-for-sale securities 32,872 32,950 Cost method investments 15,056 2% to 10% 14,561 2% to 10% Fair value option investments 129,625 43% to 45% 130,725 43% to 45% Total investments $ 177,553 $ 178,236 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 March 31, 2016 and December 31, 2015 , respectively (in thousands): March 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ 9,272 $ 901 $ — $ 10,173 $ 9,234 $ 882 $ — $ 10,116 Redeemable preferred shares 22,973 — (274 ) 22,699 22,973 — (139 ) 22,834 Total available-for-sale securities $ 32,245 $ 901 $ (274 ) $ 32,872 $ 32,207 $ 882 $ (139 ) $ 32,950 (1) Available-for-sale securities with an unrealized loss were in a loss position for less than 12 months. Fair Value Option Investments In connection with the dispositions of Ticket Monster in May 2015 and the Company's subsidiary in India ("Groupon India") in August 2015, the Company obtained a minority limited partner interest in Monster Holdings LP ("Monster LP") and a minority investment in GroupMax Pte Ltd. ("GroupMax"). The investments in Monster LP and GroupMax were measured at their fair values of $122.1 million and $16.4 million , respectively, as of their respective acquisition dates. The Company has made an irrevocable election to account for both of these investments at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting to these investments because it believes that fair value is the most relevant measurement attribute for these investments, as well as to reduce operational and accounting complexity. As of March 31, 2016 , the Company has measured the fair value of the Monster LP investment primarily using the discounted cash flow method, which is an income approach. Under that method, the first step in determining the fair value of the investment that the Company holds is to estimate the fair value of Monster LP in its entirety. The key inputs to determining the fair value are cash flow forecasts and discount rates. As of March 31, 2016 , the Company applied a discount rate of 22.5% in its discounted cash flow valuation of Monster LP. The Company also used a market approach valuation technique, which is based on market multiples of guideline companies, in determining the fair value of Monster LP as of March 31, 2016 . The discounted cash flow and market approach valuations are then evaluated and weighted to determine the amount that is most representative of the fair value of the investee. Once the Company has determined the fair value of Monster LP, it then determines the fair value of its specific investment in the entity. Monster LP has a complex capital structure, so the Company applies an option-pricing model that considers the liquidation preferences of the respective classes of ownership interests in Monster LP to determine the fair value of its ownership interest in the entity. The Company recognized a loss of less than $0.1 million from changes in the fair value of its investment in Monster LP for the three months ended March 31, 2016 . As of March 31, 2016 , the Company has measured the fair value of the GroupMax investment primarily using the discounted cash flow method, which is an income approach. Under that method, the first step in determining the fair value of the investment that the Company holds is to estimate the fair value of GroupMax in its entirety. The key inputs to determining the fair value are cash flow forecasts and discount rates. As of March 31, 2016 , the Company applied a discount rate of 20% in its discounted cash flow valuation of GroupMax. The Company also used a market approach valuation technique, which is based on market multiples of guideline companies, to determine the fair value of GroupMax as of March 31, 2016 . The discounted cash flow and market approach valuations are then evaluated and weighted to determine the amount that is most representative of the fair value of the investee. Once the Company has determined the fair value of GroupMax, it then determines the fair value of its specific investment in the entity. GroupMax has a complex capital structure, so the Company applies an option-pricing model that considers the liquidation preferences of the respective classes of ownership interests in GroupMax to determine the fair value of its ownership interest in the entity. The Company recognized a loss of $1.1 million from changes in the fair value of its investment in GroupMax for the three months ended March 31, 2016 . |
Supplemental Consolidated Balan
Supplemental Consolidated Balance Sheet and Statement of Operations Information | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Interest income $ 395 $ 227 Interest expense (849 ) (670 ) Loss on changes in fair value of investments (1,100 ) — Foreign currency gains (losses), net (1) 6,456 (19,497 ) Other (1,416 ) 13 Other income (expense), net $ 3,486 $ (19,927 ) (1) Foreign currency gains (losses), net for the three months ended March 31, 2016 includes a $1.5 million cumulative translation loss that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 9, " Restructuring ," for additional information. The following table summarizes the Company's prepaid expenses and other current assets as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Finished goods inventories $ 39,029 $ 42,305 Prepaid expenses 41,098 49,134 Income taxes receivable 22,249 32,483 VAT receivable 14,100 14,305 Other 18,355 15,478 Total prepaid expenses and other current assets $ 134,831 $ 153,705 The following table summarizes the Company's accrued merchant and supplier payables as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Accrued merchant payables $ 458,399 $ 471,607 Accrued supplier payables (1) 215,754 304,604 Total accrued merchant and supplier payables $ 674,153 $ 776,211 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes the Company's accrued expenses and other current liabilities as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Refunds reserve $ 33,383 $ 35,297 Payroll and benefits 51,555 50,454 Customer credits 34,862 32,293 Restructuring-related liabilities 10,158 11,556 Income taxes payable 13,453 13,885 Deferred revenue 50,410 40,396 Current portion of capital lease obligations 26,679 26,776 Other 186,078 192,067 Total accrued expenses and other current liabilities $ 406,578 $ 402,724 The following table summarizes the Company's other non-current liabilities as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Long-term tax liabilities $ 53,283 $ 46,506 Capital lease obligations 25,502 30,943 Other 44,586 36,091 Total other non-current liabilities $ 123,371 $ 113,540 The following table summarizes the components of accumulated other comprehensive income (loss) as of March 31, 2016 and December 31, 2015 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance as of December 31, 2015 $ 52,261 $ 458 $ (1,513 ) $ 51,206 Other comprehensive income (loss) before classification adjustments (4,225 ) (116 ) 27 (4,314 ) Reclassification adjustments included in net income (loss) 1,462 — — 1,462 Other comprehensive income (loss) (2,763 ) (116 ) 27 (2,852 ) Balance at March 31, 2016 $ 49,498 $ 342 $ (1,486 ) $ 48,354 |
Revolving Credit Agreement (Not
Revolving Credit Agreement (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Line Items] | |
Debt Disclosure [Text Block] | REVOLVING CREDIT AGREEMENT The Company has a senior secured revolving credit agreement (as amended, the "Credit Agreement") that provides for aggregate principal borrowings of up to $250.0 million through its August 1, 2017 maturity date. 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 Company entered into an amendment to the Credit Agreement, which became effective on April 4, 2016 upon closing of its convertible notes issuance to A-G Holdings, LP ("Atairos") (see Note 14, " Subsequent Event "), to amend its financial covenants relating to the maintenance of a minimum fixed charge coverage ratio and maximum leverage ratio, impose a financial covenant relating to the maintenance of a maximum senior secured indebtedness ratio and modify the covenants relating to the Company’s ability to make certain restricted payments, each as set forth in the amendment to the Credit Agreement. As of March 31, 2016 and December 31, 2015 , the Company had no borrowings under the Credit Agreement and was in compliance with all covenants. As of March 31, 2016 and December 31, 2015 , the Company had outstanding letters of credit of $11.8 million and $11.6 million , respectively, under the Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company's commitments as of March 31, 2016 did not materially change from the amounts set forth in the Company's 2015 Annual Report on Form 10-K. Legal Matters and Other Contingencies 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. 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. The case is currently pending before the United States District Court for the Northern District of Illinois: In re Groupon, Inc. Securities Litigation . In the first quarter of 2016, the parties entered into a term sheet to settle the litigation that provides for a settlement payment to the class of $45.0 million in cash, including plaintiff’s attorneys’ fees, in exchange for a full and final release and also includes a denial of liability or any wrongdoing by the Company and the other defendants. On February 1, 2016, the court entered an order staying all deadlines in the case. On April 7, 2016, the Court entered an order preliminarily approving the settlement. On April 21, 2016, a $45.0 million settlement payment was made into an escrow account. A hearing on final approval of the settlement is scheduled for July 13, 2016. The Company was fully reserved for the settlement amount as of March 31, 2016 and December 31, 2015. 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 . 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. In the first quarter of 2016, the parties reached an agreement in principle to settle the litigation. The agreement, which is subject to court approval, provides that the Company will implement certain corporate reforms, but the parties continue to negotiate a reasonable plaintiffs’ attorneys’ fee award to be paid as part of the settlement. 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 . In July 2015, the parties reached an agreement in principle regarding a settlement involving a combination of cash and Groupon credits, worth a total of $8.5 million . On March 23, 2016, the district court granted final approval of the settlement over various objections posed by two individuals and entered judgment pursuant to the settlement. The Company continues to deny liability and if the settlement is not consummated for any reason, will contest the case vigorously. The Company was fully reserved for the settlement amount as of March 31, 2016 and December 31, 2015. On March 2, 2016, International Business Machines Corporation ("IBM") filed a complaint in the United States District Court for the District of Delaware against Groupon, Inc. In the complaint, IBM alleges that the Company has infringed and continues to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. The Company intends to deny liability and vigorously defend itself in this matter. In addition, other 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, inquiries related to consumer protection, marketing practices, tax and privacy rules and regulations. Any regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, injunctive relief or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm the Company's business. The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and estimable. 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 certain of the matters 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 for these matters 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. Certain foreign tax authorities previously issued assessments or provided notification of potential assessments to subsidiaries of the Company in the amount of $44.0 million for additional value-added taxes (VAT) covering periods ranging from January 2011 to May 2014. Those tax authorities alleged 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. In connection with the completion of a VAT audit in March 2016, a $40.1 million notification of potential assessment related to this matter from one of those jurisdictions was superseded by the audit closing agreement, which did not require that the Company's VAT obligations be determined based on the total amounts collected from purchasers of vouchers. The Company believes that the remaining assessments of $3.9 million from the other jurisdictions are without merit and intends to vigorously defend itself in those matters. Indemnifications In the normal course of business to facilitate transactions related to its operations, the Company indemnifies certain parties, including employees, lessors, service providers and merchants, with respect to various matters. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company is also subject to increased exposure to various claims as a result of its acquisitions, particularly in cases where the Company is entering into new businesses in connection with such acquisitions. The Company may also become more vulnerable to claims as it expands the range and scope of its services and is subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, the Company has entered into indemnification agreements with its officers, directors and underwriters, and the Company's bylaws contain similar indemnification obligations that cover officers, directors, employee and other 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) | 3 Months Ended |
Mar. 31, 2016 | |
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 of Directors (the "Board"). Share Repurchase Program The Board previously authorized the Company to repurchase up to $500.0 million of its Class A common stock through August 2017 under its current share repurchase program. During the three months ended March 31, 2016 , the Company purchased 18,820,000 shares for an aggregate purchase price of $63.4 million (including fees and commissions) under that program. As of March 31, 2016 , up to $93.6 million of Class A common stock remained available for purchase under that program. Effective April 4, 2016, the Board approved an increase of $200.0 million to its share repurchase program and an extension of the program through April 2018. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the program 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 March 31, 2016 , 30,376,307 shares were available for future issuance under the Plans. The Company recognized stock-based compensation expense from continuing operations of $30.8 million and $35.1 million for the three months ended March 31, 2016 and 2015 , respectively, related to stock awards issued under the Plans and acquisition-related awards. The Company recognized stock-based compensation expense from discontinued operations of $1.1 million for the three months ended March 31, 2015 . The Company also capitalized $2.2 million and $3.1 million of stock-based compensation for the three months ended March 31, 2016 and 2015 , respectively, in connection with internally-developed software. As of March 31, 2016 , a total of $175.7 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 1.15 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 three months ended March 31, 2016 and 2015 , 618,319 and 328,644 shares of common stock were issued under the ESPP, respectively. Stock Options The table below summarizes the stock option activity for the three months ended March 31, 2016 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2015 1,584,832 $ 0.95 3.96 $ 3,360 Exercised (253,511 ) 1.26 Forfeited (61,650 ) 0.73 Outstanding and exercisable at March 31, 2016 1,269,671 $ 0.87 3.64 $ 4,071 (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 March 31, 2016 and December 31, 2015 , respectively. Restricted Stock Units The restricted stock units granted under the Plans generally have vesting periods between one and four years. Restricted stock units are generally amortized on a straight-line basis over the requisite service period, except for restricted stock units with performance conditions and ratable vesting, 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 March 31, 2016 , 317,978 nonemployee restricted stock units were outstanding. The table below summarizes activity regarding unvested restricted stock units granted under the Plans for the three months ended March 31, 2016 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 39,143,509 $ 6.53 Granted 5,175,152 $ 2.25 Vested (4,104,383 ) $ 6.93 Forfeited (3,432,215 ) $ 6.92 Unvested at March 31, 2016 36,782,063 $ 5.86 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 three months ended March 31, 2016 : Restricted Stock Awards Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 1,908,408 $ 5.72 Granted — $ — Vested (492,422 ) $ 7.42 Forfeited (196,968 ) $ 7.42 Unvested at March 31, 2016 1,219,018 $ 4.76 Performance Share Units During the three months ended March 31, 2016 , the Company granted 128,337 performance share units to certain key employees. The vesting of these awards into shares of the Company’s Class A common stock is contingent upon the Company’s achievement of specified financial and operational targets for the year ended December 31, 2016 and is subject to continued employment through the performance period. The grant date fair value of the performance share units was $2.22 per share. There were no shares vested or forfeited during the three months ended March 31, 2016 . |
Restructuring (Notes)
Restructuring (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING In September 2015, the Company commenced a restructuring plan pursuant to which it initially expected to incur up to $35.0 million in costs relating primarily to workforce reductions in its international operations. The Company has also undertaken workforce reductions in its North America segment. In addition to workforce reductions in its ongoing markets, the Company has ceased operations in six countries within its Rest of World segment and eleven countries within its EMEA segment as part of the restructuring plan, including four countries within its EMEA segment that were exited during the three months ended March 31, 2016 . The total revenue and net loss for the countries exited under the restructuring plan were $14.9 million and $4.3 million , respectively, for the three months ended March 31, 2015 . Costs related to the restructuring plan are classified as “Restructuring charges” on the condensed consolidated statements of operations. Through March 31, 2016, the Company has incurred cumulative costs for employee severance and benefits and other exit costs of $34.7 million under the restructuring plan. In addition to those costs, the Company has incurred cumulative long-lived asset impairment charges of $7.3 million resulting from its restructuring activities. Management continues to explore potential further restructuring actions in connection with its efforts to optimize the Company’s cost structure and global footprint. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the three months ended March 31, 2016 (in thousands): Three Months Ended March 31, 2016 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 4,725 $ 45 $ 849 $ 5,619 EMEA 3,267 — 208 3,475 Rest of World 3,327 — 23 3,350 Consolidated $ 11,319 $ 45 $ 1,080 $ 12,444 (1) The employee severance and benefit costs for the three months ended March 31, 2016 relates to the termination of approximately 500 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through June 30, 2016. The following table summarizes restructuring liability activity for the three months ended March 31, 2016 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2015 $ 9,017 $ 2,539 $ 11,556 Charges payable in cash (1) 8,574 1,080 9,654 Cash payments (8,316 ) (3,025 ) (11,341 ) Foreign currency translation 280 9 289 Balance as of March 31, 2016 $ 9,555 $ 603 $ 10,158 (1) Excludes stock-based compensation of $2.6 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities for the three months ended March 31, 2016 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 , the Comp any recorded income tax expense from continuing operations of $1.7 million on a pre-tax loss from continuing operations of $43.8 million . F or the three months ended March 31, 2015 , the Company recorded income tax expense from continuing operatio ns of $2.1 million on a pre-tax loss from continuing operations of $14.6 million . The Company's U.S. statutory rate is 35% . The primary factor impacting the effective tax rate for the three months ended March 31, 2016 was the pre-tax losses incurred by the Company's operations in jurisdictions that have valuation allowances against its net deferred tax assets, including the United States. Significant factors impacting the effective tax rate for the three months ended March 31, 2015 included pre-tax losses in foreign jurisdictions with valuation allowances against its net deferred tax assets and amortization of the tax effects of intercompany sales of intellectual property. The Company expects that its consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of its tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses. 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 those audits. As of March 31, 2016 , the Company believes that it is reasonably possible that changes of up to $23.8 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. See Note 2, "Discontinued Operations," for discussion of the income tax benefit from discontinued operations for the three months ended March 31, 2015 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
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. Fair value option and available-for-sale securities investments - See Note 4, " 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 measures the fair value of those investments using the discounted cash flow method, which is an income approach, and the market approach. The Company also has investments in redeemable preferred shares and convertible debt securities issued by nonpublic entities. The Company measures the fair value of those available-for-sale securities using the discounted cash flow method. The Company has classified its fair value option investments and its investments in available-for-sale securities as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. Increases in projected cash flows and decreases in discount rates contribute to increases in the estimated fair values of the fair value option investments and available-for-sale securities, whereas decreases in projected cash flows and increases in discount rates 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 $16.8 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 March 31, 2016 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 236,783 $ 236,783 $ — $ — Fair value option investments 129,625 — — 129,625 Available-for-sale securities: Convertible debt securities 10,173 — — 10,173 Redeemable preferred shares 22,699 — — 22,699 Liabilities: Contingent consideration 13,938 — — 13,938 Fair Value Measurement at Reporting Date Using Description December 31, 2015 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 305,179 $ 305,179 $ — $ — Fair value option investments 130,725 — — 130,725 Available-for-sale securities: Convertible debt securities 10,116 — — 10,116 Redeemable preferred shares 22,834 — — 22,834 Liabilities: Contingent consideration 10,781 — — 10,781 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Assets Fair value option investments: Beginning Balance $ 130,725 $ — Total gains (losses) included in earnings (1,100 ) — Ending Balance $ 129,625 $ — Unrealized gains (losses) still held (1) $ (1,100 ) $ — Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,116 $ 2,527 Total gains (losses) included in other comprehensive income 19 230 Total gains (losses) included in other income (expense), net (2) 38 — Ending Balance $ 10,173 $ 2,757 Unrealized gains (losses) still held (1) $ 57 $ 230 Redeemable preferred shares: Beginning Balance $ 22,834 $ 4,910 Total gains (losses) included in other comprehensive income (loss) (135 ) (10 ) Ending Balance $ 22,699 $ 4,900 Unrealized (losses) gains still held (1) $ (135 ) $ (10 ) Liabilities Contingent Consideration: Beginning Balance $ 10,781 $ 1,983 Reclass to non-fair value liabilities when no longer contingent (285 ) (331 ) Total losses (gains) included in earnings (3) 3,442 (279 ) Ending Balance $ 13,938 $ 1,373 Unrealized losses (gains) still held (1) $ 3,316 $ (279 ) (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 months ended March 31, 2016 . (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 months ended March 31, 2016 and 2015 . 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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 15,056 $ 16,838 $ 14,561 $ 15,922 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 accounts receivable, restricted cash, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of these assets and liabilities approximate their respective fair values as of March 31, 2016 and December 31, 2015 due to their short-term nature. |
Income (Loss) Per Share of Clas
Income (Loss) Per Share of Class A and Class B Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
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, performance share units 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 months ended March 31, 2016 and 2015 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2016 2015 Class A Class B Class A Class B Basic net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (45,408 ) $ (188 ) $ (16,681 ) $ (58 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 3,508 15 3,804 14 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (48,916 ) $ (203 ) $ (20,485 ) $ (72 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations — — 6,261 23 Allocation of net income (loss) attributable to common stockholders $ (48,916 ) $ (203 ) $ (14,224 ) $ (49 ) Denominator Weighted-average common shares outstanding 580,351,702 2,399,976 673,982,961 2,399,976 Basic net income (loss) per share: Continuing operations $ (0.08 ) $ (0.08 ) $ (0.03 ) $ (0.03 ) Discontinued operations — — 0.01 0.01 Basic net income (loss) per share $ (0.08 ) $ (0.08 ) $ (0.02 ) $ (0.02 ) Diluted net income (loss) per share: Numerator Allocation of net income (loss) attributable to common stockholders for basic computation - continuing operations $ (48,916 ) $ (203 ) $ (20,485 ) $ (72 ) Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — Allocation of net income (loss) attributable to common stockholders - continuing operations $ (48,916 ) $ (203 ) $ (20,485 ) $ (72 ) Allocation of net income (loss) attributable to common stockholders for basic computation - discontinued operations $ — $ — $ 6,261 $ 23 Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — Allocation of net income (loss) attributable to common stockholders - discontinued operations — — 6,261 23 Allocation of net income (loss) attributable to common stockholders $ (48,916 ) $ (203 ) $ (14,224 ) $ (49 ) Denominator Weighted-average common shares outstanding used in basic computation 580,351,702 2,399,976 673,982,961 2,399,976 Conversion of Class B (1) — — — — Employee stock options (1) — — — — Restricted shares and RSUs (1) — — — — Weighted-average diluted shares outstanding (1) 580,351,702 2,399,976 673,982,961 2,399,976 Diluted net income (loss) per share: Continuing operations $ (0.08 ) $ (0.08 ) $ (0.03 ) $ (0.03 ) Discontinued operations — — 0.01 0.01 Diluted net income (loss) per share $ (0.08 ) $ (0.08 ) $ (0.02 ) $ (0.02 ) (1) Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted income (loss) per share calculation for the three months ended March 31, 2016 and 2015 because the effect on net income (loss) per share from continuing operations 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 income (loss) per share from continuing operations: Three Months Ended March 31, 2016 2015 Stock options 1,464,283 2,135,535 Restricted stock units 38,260,649 38,057,394 Restricted stock 1,693,312 580,796 ESPP shares 1,412,199 621,237 Total 42,830,443 41,394,962 In addition to the antidilutive awards as set forth in the table above, the Company also granted approximately 128,337 performance share units to certain key employees during the three months ended March 31, 2016 . Contingently issuable shares are excluded from the computation of diluted earnings per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. These outstanding performance share units have been excluded from the table above for the three months ended March 31, 2016 as the performance conditions were not satisfied as of the end of the period. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
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 income (expense), net and provision (benefit) 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 income (loss) for the three months ended March 31, 2016 and 2015 were as follows (in thousands): Three Months Ended March 31, 2016 2015 North America Revenue (1) $ 500,813 $ 479,882 Segment cost of revenue and operating expenses (3) (4) 512,261 455,216 Segment operating income (loss) (3) (11,448 ) 24,666 EMEA Revenue (1) 188,970 216,220 Segment cost of revenue and operating expenses (3) (4) 183,054 196,568 Segment operating income (loss) (3) 5,916 19,652 Rest of World Revenue 42,188 54,254 Segment cost of revenue and operating expenses (3) (4) 49,974 58,402 Segment operating income (loss) (3) (7,786 ) (4,148 ) Consolidated Revenue 731,971 750,356 Segment cost of revenue and operating expenses (3) (4) 745,289 710,186 Segment operating income (loss) (3) (13,318 ) 40,170 Stock-based compensation (2) 30,551 35,144 Acquisition-related expense (benefit), net 3,464 (269 ) Income (loss) from operations (47,333 ) 5,295 Other income (expense), net 3,486 (19,927 ) Income (loss) from continuing operations before provision (benefit) for income taxes (43,847 ) (14,632 ) Provision (benefit) for income taxes 1,749 2,107 Income (loss) from continuing operations (45,596 ) (16,739 ) Income (loss) from discontinued operations, net of tax — 6,284 Net income (loss) $ (45,596 ) $ (10,455 ) (1) North America includes revenue from the United States of $492.6 million and $473.1 million for the three months ended March 31, 2016 and 2015 , respectively. EMEA includes revenue from Switzerland of $113.3 million and $117.5 million for the three months ended March 31, 2016 and 2015 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2016 and 2015 . (2) Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.2 million of additional stock-based compensation for the three months ended March 31, 2016 . (3) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 27,023 $ 3,464 $ 31,252 $ (269 ) EMEA 2,120 — 2,647 — Rest of World 1,613 — 1,245 — Consolidated $ 30,756 $ 3,464 $ 35,144 $ (269 ) (4) Segment cost of revenue and operating expenses for the three months ended March 31, 2016 includes restructuring charges of $2.9 million in North America (which excludes $2.6 million of stock-based compensation), $3.5 million in EMEA and $3.4 million in Rest of World. See Note 9, " Restructuring ," for additional information. The following table summarizes the Company's total assets by reportable segment as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 North America (1) $ 911,882 $ 1,063,595 EMEA 486,928 508,353 Rest of World 219,870 224,316 Consolidated total assets $ 1,618,680 $ 1,796,264 (1) North America contains assets from the United States of $874.3 million and $1,018.2 million as of March 31, 2016 and December 31, 2015 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2016 and December 31, 2015 . Category Information The Company offers goods and services through its online local commerce 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 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 March 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2016 2015 2016 2015 2016 2015 2016 2015 Local (1) : Third party and other $ 192,153 $ 180,864 $ 61,886 $ 82,536 $ 22,082 $ 30,281 $ 276,121 $ 293,681 Travel: Third party 20,914 19,989 11,178 14,717 5,049 6,495 37,141 41,201 Total services 213,067 200,853 73,064 97,253 27,131 36,776 313,262 334,882 Goods: Third party 1,990 648 10,686 11,978 8,630 12,613 21,306 25,239 Direct 285,756 278,381 105,220 106,989 6,427 4,865 397,403 390,235 Total 287,746 279,029 115,906 118,967 15,057 17,478 418,709 415,474 Total revenue $ 500,813 $ 479,882 $ 188,970 $ 216,220 $ 42,188 $ 54,254 $ 731,971 $ 750,356 (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 March 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2016 2015 2016 2015 2016 2015 2016 2015 Local (1) : Third party and other $ 164,018 $ 154,776 $ 58,263 $ 77,356 $ 18,771 $ 26,161 $ 241,052 $ 258,293 Travel: Third party 15,712 15,791 10,215 12,400 3,997 4,906 29,924 33,097 Total services 179,730 170,567 68,478 89,756 22,768 31,067 270,976 291,390 Goods: Third party 1,673 434 9,445 10,193 5,693 6,407 16,811 17,034 Direct 34,540 23,489 16,967 15,288 34 205 51,541 38,982 Total 36,213 23,923 26,412 25,481 5,727 6,612 68,352 56,016 Total gross profit $ 215,943 $ 194,490 $ 94,890 $ 115,237 $ 28,495 $ 37,679 $ 339,328 $ 347,406 (1) Includes gross profit from deals with local and national merchants and through local events. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENT On April 4, 2016, the Company issued $250.0 million in aggregate principal amount of senior convertible notes (the "Notes") in a private placement to Atairos. The Notes bear interest at a rate of 3.25% per annum, payable annually in arrears on April 1 of each year, beginning on April 1, 2017. The Notes will mature on April 1, 2022, subject to earlier conversion or redemption. Each $1,000 of principal amount of the Notes initially is convertible into 185.1852 shares of Class A common stock, or common stock, as applicable (the "Common Stock"), which is equivalent to an initial conversion price of $5.40 per share, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company can elect to settle the conversion value in cash, shares of its Common Stock, or any combination of cash and shares of its Common Stock. Holders of the Notes may convert their Notes at their option at any time until the close of business on the scheduled trading day immediately preceding the maturity date. In addition, if specified corporate events occur prior to the maturity date, the Company may be required to increase the conversion rate for holders who elect to convert based on the effective date of such event and the applicable stock price attributable to the event, as set forth in a table contained in the indenture governing the Notes (the "Indenture"). With certain exceptions, upon a fundamental change (as defined in the Indenture), the holders of the Notes may require the Company to repurchase all or a portion of their Notes for cash at a purchase price equal to the principal amount plus accrued and unpaid interest. In addition, the Company may redeem the Notes, at its option, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after April 1, 2020, if the closing sale price of the Common Stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding the Company’s exercise of this redemption right. The Notes are senior unsecured obligations of the Company that rank equal in right of payment to all senior unsecured indebtedness of the Company and rank senior in right of payment to any indebtedness that is contractually subordinated to the Notes. The Indenture includes customary events of default. If an event of default, as defined in the Indenture, occurs and is continuing, the principal amount of the Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the Notes and any accrued and unpaid interest would automatically become immediately due and payable. |
Description of Business and B23
Description of Business and Basis of Presentation Description of Business, Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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) | 3 Months Ended |
Mar. 31, 2016 | |
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 Company recognized an income tax benefit from discontinued operations of $26.8 million for the three months ended March 31, 2015. That tax benefit 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. No tax benefits were recognized in relation to Ticket Monster's pre-tax losses for the three months ended March 31, 2015 because valuation allowances were provided against the related net deferred tax assets. 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 March 31, 2015 (in thousands): Three Months Ended March 31, 2015 Third party and other revenue $ 17,883 Direct revenue 24,823 Third party and other cost of revenue (9,524 ) Direct cost of revenue (25,949 ) Marketing expense (5,023 ) Selling, general and administrative expense (22,763 ) Other income, net 61 Loss from discontinued operations before benefit for income taxes (20,492 ) Benefit for income taxes 26,776 Income (loss) from discontinued operations, net of tax $ 6,284 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2015 $ 178,746 $ 92,063 $ 16,523 $ 287,332 Foreign currency translation — 3,741 674 4,415 Balance as of March 31, 2016 $ 178,746 $ 95,804 $ 17,197 $ 291,747 |
Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following tables summarize the Company's intangible assets (in thousands): March 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 53,614 $ 46,227 $ 7,387 Merchant relationships 9,903 8,463 1,440 Trade names 11,213 7,862 3,351 Developed technology 37,460 27,374 10,086 Brand relationships 7,960 3,471 4,489 Other intangible assets 21,578 15,562 6,016 Total $ 141,728 $ 108,959 $ 32,769 December 31, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Subscriber relationships $ 52,204 $ 43,725 $ 8,479 Merchant relationships 9,648 8,064 1,584 Trade names 11,013 7,396 3,617 Developed technology 37,103 25,436 11,667 Brand relationships 7,960 3,073 4,887 Other intangible assets 20,638 14,389 6,249 Total $ 138,566 $ 102,083 $ 36,483 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of March 31, 2016 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2016 $ 12,015 2017 11,470 2018 7,961 2019 831 2020 478 Thereafter 14 Total $ 32,769 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cost and Equity Method Investments | The following table summarizes the Company's investments (dollars in thousands): March 31, 2016 Percent Ownership of Voting Stock December 31, 2015 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 10,173 $ 10,116 Redeemable preferred shares 22,699 17% to 25% 22,834 17% to 25% Total available-for-sale securities 32,872 32,950 Cost method investments 15,056 2% to 10% 14,561 2% to 10% Fair value option investments 129,625 43% to 45% 130,725 43% to 45% Total investments $ 177,553 $ 178,236 |
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 March 31, 2016 and December 31, 2015 , respectively (in thousands): March 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ 9,272 $ 901 $ — $ 10,173 $ 9,234 $ 882 $ — $ 10,116 Redeemable preferred shares 22,973 — (274 ) 22,699 22,973 — (139 ) 22,834 Total available-for-sale securities $ 32,245 $ 901 $ (274 ) $ 32,872 $ 32,207 $ 882 $ (139 ) $ 32,950 |
Supplemental Consolidated Bal27
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Interest income $ 395 $ 227 Interest expense (849 ) (670 ) Loss on changes in fair value of investments (1,100 ) — Foreign currency gains (losses), net (1) 6,456 (19,497 ) Other (1,416 ) 13 Other income (expense), net $ 3,486 $ (19,927 ) (1) Foreign currency gains (losses), net for the three months ended March 31, 2016 includes a $1.5 million cumulative translation loss that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 9, " Restructuring ," for additional information. |
Schedule of Prepaid Expenses and Other Current Assets | The following table summarizes the Company's prepaid expenses and other current assets as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Finished goods inventories $ 39,029 $ 42,305 Prepaid expenses 41,098 49,134 Income taxes receivable 22,249 32,483 VAT receivable 14,100 14,305 Other 18,355 15,478 Total prepaid expenses and other current assets $ 134,831 $ 153,705 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes the Company's accrued merchant and supplier payables as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Accrued merchant payables $ 458,399 $ 471,607 Accrued supplier payables (1) 215,754 304,604 Total accrued merchant and supplier payables $ 674,153 $ 776,211 (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 and other current liabilities as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Refunds reserve $ 33,383 $ 35,297 Payroll and benefits 51,555 50,454 Customer credits 34,862 32,293 Restructuring-related liabilities 10,158 11,556 Income taxes payable 13,453 13,885 Deferred revenue 50,410 40,396 Current portion of capital lease obligations 26,679 26,776 Other 186,078 192,067 Total accrued expenses and other current liabilities $ 406,578 $ 402,724 |
Schedule of Other Liabilities, Noncurrent | The following table summarizes the Company's other non-current liabilities as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Long-term tax liabilities $ 53,283 $ 46,506 Capital lease obligations 25,502 30,943 Other 44,586 36,091 Total other non-current liabilities $ 123,371 $ 113,540 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the components of accumulated other comprehensive income (loss) as of March 31, 2016 and December 31, 2015 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance as of December 31, 2015 $ 52,261 $ 458 $ (1,513 ) $ 51,206 Other comprehensive income (loss) before classification adjustments (4,225 ) (116 ) 27 (4,314 ) Reclassification adjustments included in net income (loss) 1,462 — — 1,462 Other comprehensive income (loss) (2,763 ) (116 ) 27 (2,852 ) Balance at March 31, 2016 $ 49,498 $ 342 $ (1,486 ) $ 48,354 |
Stockholders' Equity and Comp28
Stockholders' Equity and Compensation Arrangements Share - Based Compensation Activity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The table below summarizes the stock option activity for the three months ended March 31, 2016 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2015 1,584,832 $ 0.95 3.96 $ 3,360 Exercised (253,511 ) 1.26 Forfeited (61,650 ) 0.73 Outstanding and exercisable at March 31, 2016 1,269,671 $ 0.87 3.64 $ 4,071 (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 March 31, 2016 and December 31, 2015 , respectively. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The table below summarizes activity regarding unvested restricted stock units granted under the Plans for the three months ended March 31, 2016 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 39,143,509 $ 6.53 Granted 5,175,152 $ 2.25 Vested (4,104,383 ) $ 6.93 Forfeited (3,432,215 ) $ 6.92 Unvested at March 31, 2016 36,782,063 $ 5.86 |
Schedule of Nonvested Restricted Stock Units Activity | The table below summarizes activity regarding unvested restricted stock for the three months ended March 31, 2016 : Restricted Stock Awards Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 1,908,408 $ 5.72 Granted — $ — Vested (492,422 ) $ 7.42 Forfeited (196,968 ) $ 7.42 Unvested at March 31, 2016 1,219,018 $ 4.76 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 (in thousands): Three Months Ended March 31, 2016 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 4,725 $ 45 $ 849 $ 5,619 EMEA 3,267 — 208 3,475 Rest of World 3,327 — 23 3,350 Consolidated $ 11,319 $ 45 $ 1,080 $ 12,444 (1) The employee severance and benefit costs for the three months ended March 31, 2016 relates to the termination of approximately 500 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through June 30, 2016. |
Schedule of Restructuring Reserve by Type of Cost | e following table summarizes restructuring liability activity for the three months ended March 31, 2016 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2015 $ 9,017 $ 2,539 $ 11,556 Charges payable in cash (1) 8,574 1,080 9,654 Cash payments (8,316 ) (3,025 ) (11,341 ) Foreign currency translation 280 9 289 Balance as of March 31, 2016 $ 9,555 $ 603 $ 10,158 (1) Excludes stock-based compensation of $2.6 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities for the three months ended March 31, 2016 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 236,783 $ 236,783 $ — $ — Fair value option investments 129,625 — — 129,625 Available-for-sale securities: Convertible debt securities 10,173 — — 10,173 Redeemable preferred shares 22,699 — — 22,699 Liabilities: Contingent consideration 13,938 — — 13,938 Fair Value Measurement at Reporting Date Using Description December 31, 2015 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 305,179 $ 305,179 $ — $ — Fair value option investments 130,725 — — 130,725 Available-for-sale securities: Convertible debt securities 10,116 — — 10,116 Redeemable preferred shares 22,834 — — 22,834 Liabilities: Contingent consideration 10,781 — — 10,781 |
Fair Value, 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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Assets Fair value option investments: Beginning Balance $ 130,725 $ — Total gains (losses) included in earnings (1,100 ) — Ending Balance $ 129,625 $ — Unrealized gains (losses) still held (1) $ (1,100 ) $ — Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,116 $ 2,527 Total gains (losses) included in other comprehensive income 19 230 Total gains (losses) included in other income (expense), net (2) 38 — Ending Balance $ 10,173 $ 2,757 Unrealized gains (losses) still held (1) $ 57 $ 230 Redeemable preferred shares: Beginning Balance $ 22,834 $ 4,910 Total gains (losses) included in other comprehensive income (loss) (135 ) (10 ) Ending Balance $ 22,699 $ 4,900 Unrealized (losses) gains still held (1) $ (135 ) $ (10 ) Liabilities Contingent Consideration: Beginning Balance $ 10,781 $ 1,983 Reclass to non-fair value liabilities when no longer contingent (285 ) (331 ) Total losses (gains) included in earnings (3) 3,442 (279 ) Ending Balance $ 13,938 $ 1,373 Unrealized losses (gains) still held (1) $ 3,316 $ (279 ) (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 months ended March 31, 2016 . (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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 15,056 $ 16,838 $ 14,561 $ 15,922 |
Income (Loss) Per Share of Cl31
Income (Loss) Per Share of Class A and Class B Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2016 2015 Class A Class B Class A Class B Basic net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (45,408 ) $ (188 ) $ (16,681 ) $ (58 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 3,508 15 3,804 14 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (48,916 ) $ (203 ) $ (20,485 ) $ (72 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations — — 6,261 23 Allocation of net income (loss) attributable to common stockholders $ (48,916 ) $ (203 ) $ (14,224 ) $ (49 ) Denominator Weighted-average common shares outstanding 580,351,702 2,399,976 673,982,961 2,399,976 Basic net income (loss) per share: Continuing operations $ (0.08 ) $ (0.08 ) $ (0.03 ) $ (0.03 ) Discontinued operations — — 0.01 0.01 Basic net income (loss) per share $ (0.08 ) $ (0.08 ) $ (0.02 ) $ (0.02 ) Diluted net income (loss) per share: Numerator Allocation of net income (loss) attributable to common stockholders for basic computation - continuing operations $ (48,916 ) $ (203 ) $ (20,485 ) $ (72 ) Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — Allocation of net income (loss) attributable to common stockholders - continuing operations $ (48,916 ) $ (203 ) $ (20,485 ) $ (72 ) Allocation of net income (loss) attributable to common stockholders for basic computation - discontinued operations $ — $ — $ 6,261 $ 23 Reallocation of net income (loss) attributable to common stockholders as a result of conversion of Class B (1) — — — — Allocation of net income (loss) attributable to common stockholders - discontinued operations — — 6,261 23 Allocation of net income (loss) attributable to common stockholders $ (48,916 ) $ (203 ) $ (14,224 ) $ (49 ) Denominator Weighted-average common shares outstanding used in basic computation 580,351,702 2,399,976 673,982,961 2,399,976 Conversion of Class B (1) — — — — Employee stock options (1) — — — — Restricted shares and RSUs (1) — — — — Weighted-average diluted shares outstanding (1) 580,351,702 2,399,976 673,982,961 2,399,976 Diluted net income (loss) per share: Continuing operations $ (0.08 ) $ (0.08 ) $ (0.03 ) $ (0.03 ) Discontinued operations — — 0.01 0.01 Diluted net income (loss) per share $ (0.08 ) $ (0.08 ) $ (0.02 ) $ (0.02 ) (1) Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted income (loss) per share calculation for the three months ended March 31, 2016 and 2015 because the effect on net income (loss) per share from continuing operations 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 income (loss) per share from continuing operations: Three Months Ended March 31, 2016 2015 Stock options 1,464,283 2,135,535 Restricted stock units 38,260,649 38,057,394 Restricted stock 1,693,312 580,796 ESPP shares 1,412,199 621,237 Total 42,830,443 41,394,962 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenue and profit or loss information by reportable segment reconciled to consolidated net income (loss) for the three months ended March 31, 2016 and 2015 were as follows (in thousands): Three Months Ended March 31, 2016 2015 North America Revenue (1) $ 500,813 $ 479,882 Segment cost of revenue and operating expenses (3) (4) 512,261 455,216 Segment operating income (loss) (3) (11,448 ) 24,666 EMEA Revenue (1) 188,970 216,220 Segment cost of revenue and operating expenses (3) (4) 183,054 196,568 Segment operating income (loss) (3) 5,916 19,652 Rest of World Revenue 42,188 54,254 Segment cost of revenue and operating expenses (3) (4) 49,974 58,402 Segment operating income (loss) (3) (7,786 ) (4,148 ) Consolidated Revenue 731,971 750,356 Segment cost of revenue and operating expenses (3) (4) 745,289 710,186 Segment operating income (loss) (3) (13,318 ) 40,170 Stock-based compensation (2) 30,551 35,144 Acquisition-related expense (benefit), net 3,464 (269 ) Income (loss) from operations (47,333 ) 5,295 Other income (expense), net 3,486 (19,927 ) Income (loss) from continuing operations before provision (benefit) for income taxes (43,847 ) (14,632 ) Provision (benefit) for income taxes 1,749 2,107 Income (loss) from continuing operations (45,596 ) (16,739 ) Income (loss) from discontinued operations, net of tax — 6,284 Net income (loss) $ (45,596 ) $ (10,455 ) (1) North America includes revenue from the United States of $492.6 million and $473.1 million for the three months ended March 31, 2016 and 2015 , respectively. EMEA includes revenue from Switzerland of $113.3 million and $117.5 million for the three months ended March 31, 2016 and 2015 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2016 and 2015 . (2) Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.2 million of additional stock-based compensation for the three months ended March 31, 2016 . (3) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 27,023 $ 3,464 $ 31,252 $ (269 ) EMEA 2,120 — 2,647 — Rest of World 1,613 — 1,245 — Consolidated $ 30,756 $ 3,464 $ 35,144 $ (269 ) |
Stock Based Compensation and Acquisition Related by Segment | Three Months Ended March 31, 2016 2015 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 27,023 $ 3,464 $ 31,252 $ (269 ) EMEA 2,120 — 2,647 — Rest of World 1,613 — 1,245 — Consolidated $ 30,756 $ 3,464 $ 35,144 $ (269 ) (4) Segment cost of revenue and operating expenses for the three months ended March 31, 2016 includes restructuring charges of $2.9 million in North America (which excludes $2.6 million of stock-based compensation), $3.5 million in EMEA and $3.4 million in Rest of World. See Note 9, " Restructuring ," for additional information. |
Schedule of Segment Assets | The following table summarizes the Company's total assets by reportable segment as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 North America (1) $ 911,882 $ 1,063,595 EMEA 486,928 508,353 Rest of World 219,870 224,316 Consolidated total assets $ 1,618,680 $ 1,796,264 (1) North America contains assets from the United States of $874.3 million and $1,018.2 million as of March 31, 2016 and December 31, 2015 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2016 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 three months ended March 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2016 2015 2016 2015 2016 2015 2016 2015 Local (1) : Third party and other $ 192,153 $ 180,864 $ 61,886 $ 82,536 $ 22,082 $ 30,281 $ 276,121 $ 293,681 Travel: Third party 20,914 19,989 11,178 14,717 5,049 6,495 37,141 41,201 Total services 213,067 200,853 73,064 97,253 27,131 36,776 313,262 334,882 Goods: Third party 1,990 648 10,686 11,978 8,630 12,613 21,306 25,239 Direct 285,756 278,381 105,220 106,989 6,427 4,865 397,403 390,235 Total 287,746 279,029 115,906 118,967 15,057 17,478 418,709 415,474 Total revenue $ 500,813 $ 479,882 $ 188,970 $ 216,220 $ 42,188 $ 54,254 $ 731,971 $ 750,356 (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 three months ended March 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Three Months Ended Three Months Ended Three Months Ended Three Months Ended 2016 2015 2016 2015 2016 2015 2016 2015 Local (1) : Third party and other $ 164,018 $ 154,776 $ 58,263 $ 77,356 $ 18,771 $ 26,161 $ 241,052 $ 258,293 Travel: Third party 15,712 15,791 10,215 12,400 3,997 4,906 29,924 33,097 Total services 179,730 170,567 68,478 89,756 22,768 31,067 270,976 291,390 Goods: Third party 1,673 434 9,445 10,193 5,693 6,407 16,811 17,034 Direct 34,540 23,489 16,967 15,288 34 205 51,541 38,982 Total 36,213 23,923 26,412 25,481 5,727 6,612 68,352 56,016 Total gross profit $ 215,943 $ 194,490 $ 94,890 $ 115,237 $ 28,495 $ 37,679 $ 339,328 $ 347,406 (1) Includes gross profit from deals with local and national merchants and through local events. |
Description of Business and B33
Description of Business and Basis of Presentation Adjustments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Prior Period Reclassification Adjustment | $ 2,900 |
Retained Earnings [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative Effect on Retained Earnings, Net of Tax | $ (3,131) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disposal Group Income Statement [Abstract] | ||
Third party and other revenue | $ 334,568 | $ 360,121 |
Direct revenue | 397,403 | 390,235 |
Third party and other cost of revenue | (46,781) | (51,697) |
Direct cost of revenue | (345,862) | (351,253) |
Marketing expense | (89,765) | (52,533) |
Selling, general and administrative expense | (280,988) | (289,847) |
Other income, net | $ (3,486) | 19,927 |
Loss from discontinued operations before provision for income taxes | (20,492) | |
Provision for income taxes | 26,776 | |
Income (loss) from discontinued operations, net of tax | 6,284 | |
Discontinued Operations, Disposed of by Sale [Member] | ||
Disposal Group Income Statement [Abstract] | ||
Third party and other revenue | 17,883 | |
Direct revenue | 24,823 | |
Third party and other cost of revenue | (9,524) | |
Direct cost of revenue | (25,949) | |
Marketing expense | (5,023) | |
Selling, general and administrative expense | (22,763) | |
Other income, net | $ 61 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets Goodwill Activity by Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 287,332 |
Foreign currency translation | 4,415 |
Goodwill, end of period | 291,747 |
North America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 178,746 |
Foreign currency translation | 0 |
Goodwill, end of period | 178,746 |
EMEA [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 92,063 |
Foreign currency translation | 3,741 |
Goodwill, end of period | 95,804 |
ROW [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 16,523 |
Foreign currency translation | 674 |
Goodwill, end of period | $ 17,197 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | $ 141,728 | $ 138,566 |
Accumulated Amortization, Intangible Assets | 108,959 | 102,083 |
Net Carrying Value, Intangible Assets | 32,769 | 36,483 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 53,614 | 52,204 |
Accumulated Amortization, Intangible Assets | 46,227 | 43,725 |
Net Carrying Value, Intangible Assets | 7,387 | 8,479 |
Merchant relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 9,903 | 9,648 |
Accumulated Amortization, Intangible Assets | 8,463 | 8,064 |
Net Carrying Value, Intangible Assets | 1,440 | 1,584 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 11,213 | 11,013 |
Accumulated Amortization, Intangible Assets | 7,862 | 7,396 |
Net Carrying Value, Intangible Assets | 3,351 | 3,617 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 37,460 | 37,103 |
Accumulated Amortization, Intangible Assets | 27,374 | 25,436 |
Net Carrying Value, Intangible Assets | 10,086 | 11,667 |
Brand Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 7,960 | 7,960 |
Accumulated Amortization, Intangible Assets | 3,471 | 3,073 |
Net Carrying Value, Intangible Assets | 4,489 | 4,887 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 21,578 | 20,638 |
Accumulated Amortization, Intangible Assets | 15,562 | 14,389 |
Net Carrying Value, Intangible Assets | $ 6,016 | $ 6,249 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 4,654 | $ 5,934 |
Finite-Lived Intangible Assets, Net, Amortization Expense [Abstract] | ||
Remaining amounts in 2016 | 12,015 | |
2,017 | 11,470 | |
2,018 | 7,961 | |
2,019 | 831 | |
2,020 | 478 | |
Thereafter | 14 | |
Total | $ 32,769 | |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurement [Domain] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Equity method investments | $ 129,625 | |
Available-for-sale securities | 32,872 | $ 32,950 |
Cost method investments | 15,056 | 14,561 |
Equity method investments | 130,725 | |
Total investments | $ 177,553 | $ 178,236 |
Maximum [Member] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Available-for-Sale Securities, Ownership Percentage | 25.00% | 25.00% |
Cost Method Investments, Ownership Percentage | 10.00% | 10.00% |
Equity Method Investments, Ownership Percentage | 45.00% | 45.00% |
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% | 2.00% |
Equity Method Investments, Ownership Percentage | 43.00% | 43.00% |
Convertible debt securities [Member] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Available-for-sale securities | $ 10,173 | $ 10,116 |
Redeemable preferred shares [Member] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Available-for-sale securities | $ 22,699 | $ 22,834 |
Investments Available-for-sale
Investments Available-for-sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | $ 32,245 | $ 32,207 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 901 | 882 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (274) | (139) | |
Available-for-sale securities | 32,872 | 32,950 | |
Convertible debt securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | 9,272 | 9,234 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 901 | 882 | |
Available-for-sale securities | 10,173 | 10,116 | |
Redeemable preferred shares [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | 22,973 | 22,973 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | [1] | (274) | (139) |
Available-for-sale securities | $ 22,699 | $ 22,834 | |
Minimum [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Equity Method Investment, Ownership Percentage | 43.00% | 43.00% | |
AFS Debt Security, Ownership Percentage | 17.00% | 17.00% | |
Maximum [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Equity Method Investment, Ownership Percentage | 45.00% | 45.00% | |
AFS Debt Security, Ownership Percentage | 25.00% | 25.00% | |
[1] | (1)Available-for-sale securities with an unrealized loss were in a loss position for less than 12 months. |
Investments Fair Value Option I
Investments Fair Value Option Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Gain (Loss) on Investments [Line Items] | |||
Equity method investments | $ 130,725 | ||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (1,100) | $ 0 | |
GroupMax [Member] | |||
Gain (Loss) on Investments [Line Items] | |||
Equity method investments | 16,400 | ||
Monster LP [Member] | |||
Gain (Loss) on Investments [Line Items] | |||
Equity method investments | 122,100 | ||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 100 | ||
Fair Value Inputs, Discount Rate | 23.00% | ||
GroupMax [Member] | |||
Gain (Loss) on Investments [Line Items] | |||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (1,100) | ||
Fair Value Inputs, Discount Rate | 20.00% |
Supplemental Consolidated Bal41
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |||
Interest and Other Income [Abstract] | |||||
Interest income | $ 395 | $ 227 | |||
Interest expense | (849) | (670) | |||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (1,100) | 0 | |||
Foreign exchange losses, net | 6,456 | [1] | (19,497) | ||
Other Noncash Income (Expense) | (1,416) | 13 | |||
Other expense, net | 3,486 | (19,927) | |||
Reclassification of amount included in net income (loss) from continuing operations | 1,500 | ||||
Prepaid Expense and Other Assets, Current [Abstract] | |||||
Finished goods inventories | 39,029 | $ 42,305 | |||
Prepaid expenses | 41,098 | 49,134 | |||
Income taxes receivable | 22,249 | 32,483 | |||
VAT receivable | 14,100 | 14,305 | |||
Other | 18,355 | 15,478 | |||
Total prepaid expenses and other current assets | 134,831 | 153,705 | |||
Merchant and Supplier Payables [Abstract] | |||||
Accrued merchant payables | 458,399 | 471,607 | |||
Accrued supplier payables | [2] | 215,754 | 304,604 | ||
Total accrued merchant and supplier payables | 674,153 | 776,211 | |||
Accrued Expenses [Abstract] | |||||
Refunds reserve | 33,383 | 35,297 | |||
Payroll and benefits | 51,555 | 50,454 | |||
Customer credits | 34,862 | 32,293 | |||
Restructuring Reserve, Current | 10,158 | 11,556 | |||
Taxes Payable, Current | 13,453 | 13,885 | |||
Deferred revenue | 50,410 | 40,396 | |||
Capital lease obligations | 26,679 | 26,776 | |||
Other | 186,078 | 192,067 | |||
Total accrued expenses | 406,578 | 402,724 | |||
Liabilities, Noncurrent [Abstract] | |||||
Long-term tax liabilities | 53,283 | 46,506 | |||
Capital lease obligations | 25,502 | 30,943 | |||
Other | 44,586 | 36,091 | |||
Total other non-current liabilities | 123,371 | $ 113,540 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Foreign currency translation adjustments, beginning of period | 52,261 | ||||
Unrealized loss on available-for-sale securities, net of tax, beginning of period | 458 | ||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, beginning of period | (1,513) | ||||
Accumulated other comprehensive income, beginning of period | 51,206 | ||||
Other Comprehensive income, pension adjustments | 27 | 26 | |||
Foreign currency translation adjustments, end of period | 49,498 | ||||
Unrealized loss on available-for-sale securities, net of tax, end of period | 342 | ||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, end of period | (1,486) | ||||
Accumulated other comprehensive income, end of period | 48,354 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (1,500) | ||||
Accumulated Translation Adjustment [Member] | |||||
Interest and Other Income [Abstract] | |||||
Reclassification of amount included in net income (loss) from continuing operations | 1,462 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (4,225) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Other comprehensive income, unrealized gain (loss) on available-for-sale securities | (2,763) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (1,462) | ||||
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax | (116) | ||||
Pension and Other Postretirement Plans Costs [Member] | |||||
Interest and Other Income [Abstract] | |||||
Reclassification of amount included in net income (loss) from continuing operations | 0 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 27 | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | ||||
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 | (116) | $ 137 | |||
Parent [Member] | |||||
Interest and Other Income [Abstract] | |||||
Reclassification of amount included in net income (loss) from continuing operations | 1,462 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax | (116) | ||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (4,314) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Other comprehensive income | (2,852) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ (1,462) | ||||
[1] | Foreign currency gains (losses), net for the three months ended March 31, 2016 includes a $1.5 million cumulative translation loss that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 9, "Restructuring," for additional information. | ||||
[2] | Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Revolving Credit Agreement (Det
Revolving Credit Agreement (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | |
Letters of Credit Outstanding, Amount | 11,800 | $ 11,600 |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45,000 |
Commitments and Contingencies L
Commitments and Contingencies Legal Matters (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2011 | |
Loss Contingencies [Line Items] | ||
Loss Contingency In Dispute | $ 3.9 | |
Litigation Settlement, Expense | 45 | $ 8.5 |
Loss Contingency, Range of Possible Loss, Maximum | 44 | |
Loss Contingency, Estimate of Possible Loss | $ 40.1 |
Stockholders' Equity and Comp44
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 Comp45
Stockholders' Equity and Compensation Arrangements Repurchase Program (Details) - Common Class A [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Apr. 04, 2016 | Mar. 31, 2015 | |
Employee Stock Purchase Plan [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 500 | ||
Stock Repurchased During Period, Shares | 18,820,000 | ||
Stock Repurchased During Period, Value | $ 63.4 | ||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | $ 93.6 | ||
Subsequent Event [Member] | |||
Employee Stock Purchase Plan [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 200 |
Stockholders' Equity and Comp46
Stockholders' Equity and Compensation Arrangements Groupon, Inc. Stock Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
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 | 30,376,307 | ||
Share-based Compensation | [1] | $ 30,756 | $ 35,144 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 2,200 | $ 3,100 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 175,700 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 25 days | ||
Employee Stock Purchase Plan, shares authorized | 10,000,000 | ||
Employee Stock Purchase Plan, issued shares | 618,319 | 328,644 | |
Continuing Operations [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 30,800 | $ 35,100 | |
Discontinued Operations [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 1,100 | ||
[1] | Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.2 million of additional stock-based compensation for the three months ended March 31, 2016. |
Stockholders' Equity and Comp47
Stockholders' Equity and Compensation Arrangements Stock Option Activity (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Options [Abstract] | |||
Outstanding stock options | 1,584,832 | ||
Exercise of stock options, shares | (253,511) | ||
Forfeited stock options | (61,650) | ||
Outstanding stock options | 1,269,671 | 1,584,832 | |
Weighted average number of shares outstanding | |||
Weighted Average Exercise Price Outstanding Stock Options | $ 0.95 | ||
Weighted Average Exercise Price, Exercised Options | 1.26 | ||
Weighted Average Exercise Price, Forfeited Options | 0.73 | ||
Weighted Average Exercise Price Outstanding Stock Options | $ 0.87 | $ 0.95 | |
Weighted Average Remaining Contractual Term [Abstract] | |||
Weighted Average Remaining Contractual Term | 3 years 7 months 20 days | 3 years 11 months 15 days | |
Weighted Average Remaining Contractual Term | 3 years 7 months 20 days | 3 years 11 months 15 days | |
Aggregate Intrinsic Value [Abstract] | |||
Average Intrinsic Value, Outstanding | [1] | $ 3,360 | |
Average Intrinsic Value, Outstanding | [1] | $ 4,071 | $ 3,360 |
[1] | The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of March 31, 2016 and December 31, 2015, respectively. |
Stockholders' Equity and Comp48
Stockholders' Equity and Compensation Arrangements Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Restricted Stock Units [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 39,143,509 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,175,152 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (4,104,383) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (3,432,215) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 36,782,063 |
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 | $ / shares | $ 6.53 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 2.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 6.93 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 6.92 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 5.86 |
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 | 317,978 |
Stockholders' Equity and Comp49
Stockholders' Equity and Compensation Arrangements Restricted Stock Awards (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Restricted Stock Award [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 1,908,408 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (492,422) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (196,968) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 1,219,018 |
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 | $ / shares | $ 5.72 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 7.42 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 7.42 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 4.76 |
Stockholders' Equity and Comp50
Stockholders' Equity and Compensation Arrangements Performance Share Units (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
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 | 30,376,307 |
Performance Shares [Member] | |
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 | 128,337 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2 |
Restructuring Restructuring Cos
Restructuring Restructuring Costs (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016USD ($)numberofemployees | Mar. 31, 2015USD ($) | Jan. 26, 2016 | ||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 35 | |||
Total revenue | $ 731,971 | $ 750,356 | ||
Restructuring Revenue | 14,900 | |||
Restructuring Loss | 4,300 | |||
Restructuring charges | $ 12,444 | 0 | ||
Number of employees terminated | numberofemployees | 500 | |||
North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total revenue | [1] | $ 500,813 | 479,882 | |
Restructuring charges | 5,600 | |||
EMEA [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total revenue | [1] | 188,970 | 216,220 | |
Restructuring charges | 3,500 | |||
ROW [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total revenue | 42,188 | $ 54,254 | ||
Restructuring charges | 3,400 | |||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 34,700 | |||
Restructuring charges | [2] | 11,319 | ||
Employee Severance [Member] | North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 4,725 | ||
Employee Severance [Member] | EMEA [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 3,267 | ||
Employee Severance [Member] | ROW [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 3,327 | ||
Asset Impairments Related to Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 7,300 | |||
Restructuring charges | 45 | |||
Asset Impairments Related to Restructuring [Member] | North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 45 | |||
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 | 0 | |||
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,080 | |||
Other Restructuring [Member] | North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 849 | |||
Other Restructuring [Member] | EMEA [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 208 | |||
Other Restructuring [Member] | ROW [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 23 | |||
Facility Closing [Member] | EMEA [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of Countries in which Entity Operates | 11 | 4 | ||
Facility Closing [Member] | ROW [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of Countries in which Entity Operates | 6 | |||
[1] | North America includes revenue from the United States of $492.6 million and $473.1 million for the three months ended March 31, 2016 and 2015, respectively. EMEA includes revenue from Switzerland of $113.3 million and $117.5 million for the three months ended March 31, 2016 and 2015, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2016 and 2015. | |||
[2] | The employee severance and benefit costs for the three months ended March 31, 2016 relates to the termination of approximately 500 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through June 30, 2016. |
Restructuring Restructuring Act
Restructuring Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 12,444 | $ 0 | ||
Restructuring Reserve | 10,158 | $ 11,556 | ||
Restructuring charges | [1] | 9,654 | ||
Payments for Restructuring | 11,341 | |||
Restructuring Reserve, Translation Adjustment | 289 | |||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 11,319 | ||
Restructuring Reserve | 9,555 | 9,017 | ||
Restructuring charges | [1] | 8,574 | ||
Payments for Restructuring | 8,316 | |||
Restructuring Reserve, Translation Adjustment | 280 | |||
Asset Impairments Related to Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 45 | |||
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,080 | |||
Restructuring Reserve | 603 | $ 2,539 | ||
Restructuring charges | 1,080 | |||
Payments for Restructuring | 3,025 | |||
Restructuring Reserve, Translation Adjustment | 9 | |||
North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 5,600 | |||
North America [Member] | Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 4,725 | ||
North America [Member] | Asset Impairments Related to Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 45 | |||
North America [Member] | Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 849 | |||
EMEA [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,500 | |||
EMEA [Member] | Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 3,267 | ||
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 | 208 | |||
ROW [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,400 | |||
ROW [Member] | Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | [2] | 3,327 | ||
ROW [Member] | Asset Impairments Related to Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | |||
ROW [Member] | Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 23 | |||
[1] | Excludes stock-based compensation of $2.6 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities for the three months ended March 31, 2016. | |||
[2] | The employee severance and benefit costs for the three months ended March 31, 2016 relates to the termination of approximately 500 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through June 30, 2016. |
Restructuring Restructuring Det
Restructuring Restructuring Details (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)numberofemployees | Mar. 31, 2015USD ($) | Jan. 26, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 12,444 | $ 0 | |
Number of employees terminated | numberofemployees | 500 | ||
Share Distribution [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 2,600 | ||
ROW [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 3,400 | ||
ROW [Member] | Facility Closing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of Countries in which Entity Operates | 6 | ||
EMEA [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 3,500 | ||
EMEA [Member] | Facility Closing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of Countries in which Entity Operates | 11 | 4 |
Income Taxes Text (Details)
Income Taxes Text (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss from continuing operations before provision for income taxes | $ (43,847) | $ (14,632) |
Provision for income taxes | $ 1,749 | $ 2,107 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Potential Change in Unrecognized Tax Benefits | $ 23,800 |
Fair Value Measurements Conting
Fair Value Measurements Contingent Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
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 | $ 16.8 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 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 | $ 129,625 | $ 130,725 | $ 0 | $ 0 |
Available-for-sale securities | 32,872 | 32,950 | ||
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 | 236,783 | 305,179 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 129,625 | 130,725 | ||
Contingent Consideration, Fair Value Disclosure | 13,938 | 10,781 | ||
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 | 236,783 | 305,179 | ||
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 | 129,625 | 130,725 | ||
Contingent Consideration, Fair Value Disclosure | 13,938 | 10,781 | ||
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 | 10,173 | 10,116 | ||
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 | 10,173 | 10,116 | ||
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 | 22,699 | 22,834 | ||
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 | $ 22,699 | $ 22,834 |
Fair Value Measurements Fair 57
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (1,100) | $ 0 | |||
AFS Securities, Beginning Asset Value | 130,725 | 0 | |||
AFS Securities, Ending Asset Value | 129,625 | 0 | |||
Unrealized Gains (Losses) Still Held - Assets | [1] | (1,100) | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 13,938 | 1,373 | $ 10,781 | $ 1,983 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, (Sales), Issuances, (Settlements) | (285) | (331) | |||
Gain from changes in fair value of contingent consideration | [2] | 3,442 | (279) | ||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | 3,316 | (279) | ||
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] | 38 | 0 | ||
AFS Securities, Beginning Asset Value | 10,116 | 2,527 | |||
AFS Debt Security, (losses) included in OCI | 19 | 230 | |||
AFS Securities, Ending Asset Value | 10,173 | 2,757 | |||
Unrealized Gains (Losses) Still Held - Assets | [1] | 57 | 230 | ||
Redeemable preferred shares [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
AFS Securities, Beginning Asset Value | 22,834 | 4,910 | |||
AFS Debt Security, (losses) included in OCI | (135) | (10) | |||
AFS Securities, Ending Asset Value | 22,699 | 4,900 | |||
Unrealized Gains (Losses) Still Held - Assets | [1] | (135) | $ (10) | ||
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) | $ 100 | ||||
[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 months ended March 31, 2016. |
Fair Value Measurements Fair 58
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 129,625 | $ 0 | $ 130,725 | $ 0 | |
Contingent Consideration, Beginning Value | 10,781 | 1,983 | |||
Contingent Consideration, Reclass | (285) | (331) | |||
(Gain) loss, net from changes in fair value of contingent consideration | [1] | 3,442 | (279) | ||
Contingent Consideration, Ending Value | 13,938 | 1,373 | |||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [2] | 3,316 | (279) | ||
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 | $ 10,173 | $ 2,757 | $ 10,116 | $ 2,527 | |
[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 | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost method investments | $ 15,056 | $ 14,561 |
Cost Method Investments, Fair Value Disclosure | $ 16,838 | $ 15,922 |
Income (Loss) Per Share of Cl60
Income (Loss) Per Share of Class A and Class B Common Stock Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Basic net income (loss) per share | |||
Allocation of net loss - continuing operations | $ (45,596,000) | $ (16,739,000) | |
Less: Allocation of net income attributable to noncontrolling interests | 3,523,000 | 3,818,000 | |
Net loss from discontinued operations | 0 | 6,284,000 | |
Net loss attributable to Groupon, Inc. | $ (49,119,000) | $ (14,273,000) | |
Basic, weighted average number of shares outstanding | 582,751,678 | 676,382,937 | |
Continuing operations | $ (0.08) | $ (0.03) | |
Discontinued operations | 0 | 0.01 | |
Basic, net (loss) earnings per share | $ (0.08) | $ (0.02) | |
Diluted net income (loss) per share | |||
Basic, weighted average number of shares outstanding | 582,751,678 | 676,382,937 | |
Diluted, weighted average number of shares outstanding | 582,751,678 | 676,382,937 | |
Continuing operations | $ (0.08) | $ (0.03) | |
Discontinued operations | 0 | 0.01 | |
Diluted, net (loss) earnings per share | $ (0.08) | $ (0.02) | |
Common Class A [Member] | |||
Basic net income (loss) per share | |||
Allocation of net loss - continuing operations | $ (45,408,000) | $ (16,681,000) | |
Less: Allocation of net income attributable to noncontrolling interests | 3,508,000 | 3,804,000 | |
Allocation of net loss attributable to common stockholders - continuing operations | (48,916,000) | (20,485,000) | |
Net loss from discontinued operations | 0 | 6,261,000 | |
Net loss attributable to Groupon, Inc. | $ (48,916,000) | $ (14,224,000) | |
Basic, weighted average number of shares outstanding | 580,351,702 | 673,982,961 | |
Continuing operations | $ (0.03) | ||
Discontinued operations | 0.01 | ||
Basic, net (loss) earnings per share | $ (0.02) | ||
Diluted net income (loss) per share | |||
Allocation of net income attributable to common stockholders | $ (48,916,000) | $ (14,224,000) | |
Basic, weighted average number of shares outstanding | 580,351,702 | 673,982,961 | |
Conversion of Class B | [1] | 0 | 0 |
Employee stock options | [1] | 0 | 0 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | [1] | $ 0 | $ 0 |
Diluted, weighted average number of shares outstanding | [1] | 580,351,702 | 673,982,961 |
Continuing operations | $ (0.03) | ||
Discontinued operations | 0.01 | ||
Diluted, net (loss) earnings per share | $ (0.02) | ||
Common Class B [Member] | |||
Basic net income (loss) per share | |||
Allocation of net loss - continuing operations | $ (188,000) | $ (58,000) | |
Less: Allocation of net income attributable to noncontrolling interests | 15,000 | 14,000 | |
Allocation of net loss attributable to common stockholders - continuing operations | (203,000) | (72,000) | |
Net loss from discontinued operations | 0 | 23,000 | |
Net loss attributable to Groupon, Inc. | $ (203,000) | $ (49,000) | |
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | |
Continuing operations | $ (0.08) | $ (0.03) | |
Discontinued operations | 0 | 0.01 | |
Basic, net (loss) earnings per share | $ (0.08) | $ (0.02) | |
Diluted net income (loss) per share | |||
Allocation of net income attributable to common stockholders | $ (203,000) | $ (49,000) | |
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | |
Conversion of Class B | [1] | 0 | 0 |
Employee stock options | [1] | 0 | 0 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | [1] | $ 0 | $ 0 |
Diluted, weighted average number of shares outstanding | [1] | 2,399,976 | 2,399,976 |
Continuing operations | $ (0.08) | $ (0.03) | |
Discontinued operations | 0 | 0.01 | |
Diluted, net (loss) earnings per share | $ (0.08) | $ (0.02) | |
Continuing Operations [Member] | Common Class A [Member] | |||
Diluted net income (loss) per share | |||
Allocation of net loss attributable to common stockholders for basic computation | $ (48,916,000) | $ (20,485,000) | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 |
Allocation of net income attributable to common stockholders | (48,916,000) | (20,485,000) | |
Continuing Operations [Member] | Common Class B [Member] | |||
Diluted net income (loss) per share | |||
Allocation of net loss attributable to common stockholders for basic computation | (203,000) | (72,000) | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 |
Allocation of net income attributable to common stockholders | (203,000) | (72,000) | |
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 | 6,261,000 | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 |
Allocation of net income attributable to common stockholders | 0 | 6,261,000 | |
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 | 23,000 | |
Reallocation of net income attributable to common stockholders as a result of conversion of Class B | [1] | 0 | 0 |
Allocation of net income attributable to common stockholders | $ 0 | $ 23,000 | |
[1] | Conversion of Class B shares into Class A shares and outstanding equity awards have not been reflected in the diluted income (loss) per share calculation for the three months ended March 31, 2016 and 2015 because the effect on net income (loss) per share from continuing operations would be antidilutive. |
Income (Loss) Per Share of Cl61
Income (Loss) Per Share of Class A and Class B Common Stock Schedule of Equity Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 30,376,307 | |
Antidilutive Securities, Amount | 42,830,443 | 41,394,962 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities, Amount | 1,464,283 | 2,135,535 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities, Amount | 38,260,649 | 38,057,394 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities, Amount | 1,693,312 | 580,796 |
Employee Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities, Amount | 1,412,199 | 621,237 |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 128,337 |
Segment Information Segment Inf
Segment Information Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||
Number of Reportable Segments | 3 | ||
Revenue | $ 731,971 | $ 750,356 | |
Segment cost of revenue and operating expenses | [1],[2] | 745,289 | 710,186 |
Segment operating income (loss) | [1] | (13,318) | 40,170 |
Share-based Compensation | [3] | 30,551 | |
Share-based Compensation | [3] | 30,756 | 35,144 |
Acquisition-related (benefit) expense, net | 3,464 | (269) | |
Income (loss) from operations | (47,333) | 5,295 | |
Other expense, net | 3,486 | (19,927) | |
Loss from continuing operations before provision for income taxes | (43,847) | (14,632) | |
Provision for income taxes | 1,749 | 2,107 | |
Net loss from continuing operations | (45,596) | (16,739) | |
Net loss from discontinued operations | 0 | 6,284 | |
Net loss | (45,596) | (10,455) | |
Restructuring charges | 12,444 | 0 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Restructuring Charges ex. SBC | 2,900 | ||
Revenue | [4] | 500,813 | 479,882 |
Segment cost of revenue and operating expenses | [1],[2] | 512,261 | 455,216 |
Segment operating income (loss) | [1] | (11,448) | 24,666 |
Share-based Compensation | 27,023 | 31,252 | |
Acquisition-related (benefit) expense, net | 3,464 | (269) | |
Restructuring charges | 5,600 | ||
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | [4] | 188,970 | 216,220 |
Segment cost of revenue and operating expenses | [1],[2] | 183,054 | 196,568 |
Segment operating income (loss) | [1] | 5,916 | 19,652 |
Share-based Compensation | 2,120 | 2,647 | |
Acquisition-related (benefit) expense, net | 0 | 0 | |
Restructuring charges | 3,500 | ||
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 42,188 | 54,254 | |
Segment cost of revenue and operating expenses | [1],[2] | 49,974 | 58,402 |
Segment operating income (loss) | [1] | (7,786) | (4,148) |
Share-based Compensation | 1,613 | 1,245 | |
Acquisition-related (benefit) expense, net | 0 | $ 0 | |
Restructuring charges | 3,400 | ||
Other Income [Member] | |||
Segment Reporting Information [Line Items] | |||
Share-based Compensation | $ 200 | ||
Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration of risk, percentage | 10.00% | 0.00% | |
Switzerland | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 113,300 | $ 117,500 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 492,600 | $ 473,100 | |
[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 following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-relatedNorth America $27,023 $3,464 $31,252 $(269)EMEA 2,120 — 2,647 —Rest of World 1,613 — 1,245 —Consolidated $30,756 $3,464 $35,144 $(269) | ||
[2] | Segment cost of revenue and operating expenses for the three months ended March 31, 2016 includes restructuring charges of $2.9 million in North America (which excludes $2.6 million of stock-based compensation), $3.5 million in EMEA and $3.4 million in Rest of World. See Note 9, "Restructuring," for additional information. | ||
[3] | Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.2 million of additional stock-based compensation for the three months ended March 31, 2016. | ||
[4] | North America includes revenue from the United States of $492.6 million and $473.1 million for the three months ended March 31, 2016 and 2015, respectively. EMEA includes revenue from Switzerland of $113.3 million and $117.5 million for the three months ended March 31, 2016 and 2015, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2016 and 2015. |
Segment Information Total Asset
Segment Information Total Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 1,618,680 | $ 1,796,264 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | [1] | 911,882 | 1,063,595 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | 486,928 | 508,353 | |
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 219,870 | $ 224,316 | |
Assets, Total [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration of risk, percentage | 10.00% | 0.00% | |
United States | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 874,300 | $ 1,018,200 | |
[1] | North America contains assets from the United States of $874.3 million and $1,018.2 million as of March 31, 2016 and December 31, 2015, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2016 and December 31, 2015 |
Segment Information Revenue by
Segment Information Revenue by Segment and Category (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | ||
Gross Profit | $ 339,328 | $ 347,406 | |
Gross Profit, Services | $ 270,976 | 291,390 | |
Primary Categories | 3 | ||
Third party and other | $ 334,568 | 360,121 | |
Revenue, services | 313,262 | 334,882 | |
Direct | 397,403 | 390,235 | |
Total revenue | 731,971 | 750,356 | |
North America [Member] | |||
Gross Profit | 215,943 | 194,490 | |
Gross Profit, Services | 179,730 | 170,567 | |
Revenue, services | 213,067 | 200,853 | |
Total revenue | [1] | 500,813 | 479,882 |
EMEA [Member] | |||
Gross Profit | 94,890 | 115,237 | |
Gross Profit, Services | 68,478 | 89,756 | |
Revenue, services | 73,064 | 97,253 | |
Total revenue | [1] | 188,970 | 216,220 |
ROW [Member] | |||
Gross Profit | 28,495 | 37,679 | |
Gross Profit, Services | 22,768 | 31,067 | |
Revenue, services | 27,131 | 36,776 | |
Total revenue | 42,188 | 54,254 | |
Local [Member] | |||
Third party and other | [2] | 276,121 | 293,681 |
Local [Member] | North America [Member] | |||
Third party and other | [2] | 192,153 | 180,864 |
Local [Member] | EMEA [Member] | |||
Third party and other | [2] | 61,886 | 82,536 |
Local [Member] | ROW [Member] | |||
Third party and other | [2] | 22,082 | 30,281 |
Travel [Member] | |||
Third party and other | 37,141 | 41,201 | |
Travel [Member] | North America [Member] | |||
Third party and other | 20,914 | 19,989 | |
Travel [Member] | EMEA [Member] | |||
Third party and other | 11,178 | 14,717 | |
Travel [Member] | ROW [Member] | |||
Third party and other | 5,049 | 6,495 | |
Goods [Member] | |||
Gross Profit | 68,352 | 56,016 | |
Third party and other | 21,306 | 25,239 | |
Direct | 397,403 | 390,235 | |
Total revenue | 418,709 | 415,474 | |
Goods [Member] | North America [Member] | |||
Gross Profit | 36,213 | 23,923 | |
Third party and other | 1,990 | 648 | |
Direct | 285,756 | 278,381 | |
Total revenue | 287,746 | 279,029 | |
Goods [Member] | EMEA [Member] | |||
Gross Profit | 26,412 | 25,481 | |
Third party and other | 10,686 | 11,978 | |
Direct | 105,220 | 106,989 | |
Total revenue | 115,906 | 118,967 | |
Goods [Member] | ROW [Member] | |||
Gross Profit | 5,727 | 6,612 | |
Third party and other | 8,630 | 12,613 | |
Direct | 6,427 | 4,865 | |
Total revenue | 15,057 | 17,478 | |
Third party and other [Member] | Local [Member] | |||
Gross Profit | [3] | 241,052 | 258,293 |
Third party and other [Member] | Local [Member] | North America [Member] | |||
Gross Profit | [3] | 164,018 | 154,776 |
Third party and other [Member] | Local [Member] | EMEA [Member] | |||
Gross Profit | [3] | 58,263 | 77,356 |
Third party and other [Member] | Local [Member] | ROW [Member] | |||
Gross Profit | [3] | 18,771 | 26,161 |
Third party and other [Member] | Travel [Member] | |||
Gross Profit | 29,924 | 33,097 | |
Third party and other [Member] | Travel [Member] | North America [Member] | |||
Gross Profit | 15,712 | 15,791 | |
Third party and other [Member] | Travel [Member] | EMEA [Member] | |||
Gross Profit | 10,215 | 12,400 | |
Third party and other [Member] | Travel [Member] | ROW [Member] | |||
Gross Profit | 3,997 | 4,906 | |
Third party and other [Member] | Goods [Member] | |||
Gross Profit | 16,811 | 17,034 | |
Third party and other [Member] | Goods [Member] | North America [Member] | |||
Gross Profit | 1,673 | 434 | |
Third party and other [Member] | Goods [Member] | EMEA [Member] | |||
Gross Profit | 9,445 | 10,193 | |
Third party and other [Member] | Goods [Member] | ROW [Member] | |||
Gross Profit | $ 5,693 | $ 6,407 | |
Sales Revenue, Net [Member] | |||
Concentration of risk, percentage | 10.00% | 0.00% | |
[1] | North America includes revenue from the United States of $492.6 million and $473.1 million for the three months ended March 31, 2016 and 2015, respectively. EMEA includes revenue from Switzerland of $113.3 million and $117.5 million for the three months ended March 31, 2016 and 2015, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2016 and 2015. | ||
[2] | Includes revenue from deals with local and national merchants and through local events. | ||
[3] | Includes gross profit from deals with local and national merchants and through local events. |
Segment Information Gross Profi
Segment Information Gross Profit by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Gross Profit by Category [Line Items] | |||
Gross Profit, Services | $ 270,976 | $ 291,390 | |
Gross Profit | 339,328 | 347,406 | |
North America [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit, Services | 179,730 | 170,567 | |
Gross Profit | 215,943 | 194,490 | |
EMEA [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit, Services | 68,478 | 89,756 | |
Gross Profit | 94,890 | 115,237 | |
ROW [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit, Services | 22,768 | 31,067 | |
Gross Profit | 28,495 | 37,679 | |
Local [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | [1] | 241,052 | 258,293 |
Local [Member] | North America [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | [1] | 164,018 | 154,776 |
Local [Member] | EMEA [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | [1] | 58,263 | 77,356 |
Local [Member] | ROW [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | [1] | 18,771 | 26,161 |
Goods [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 68,352 | 56,016 | |
Goods [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 16,811 | 17,034 | |
Goods [Member] | Direct [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 51,541 | 38,982 | |
Goods [Member] | North America [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 36,213 | 23,923 | |
Goods [Member] | North America [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 1,673 | 434 | |
Goods [Member] | North America [Member] | Direct [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 34,540 | 23,489 | |
Goods [Member] | EMEA [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 26,412 | 25,481 | |
Goods [Member] | EMEA [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 9,445 | 10,193 | |
Goods [Member] | EMEA [Member] | Direct [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 16,967 | 15,288 | |
Goods [Member] | ROW [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 5,727 | 6,612 | |
Goods [Member] | ROW [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 5,693 | 6,407 | |
Goods [Member] | ROW [Member] | Direct [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 34 | 205 | |
Travel [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 29,924 | 33,097 | |
Travel [Member] | North America [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 15,712 | 15,791 | |
Travel [Member] | EMEA [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | 10,215 | 12,400 | |
Travel [Member] | ROW [Member] | Third party and other [Member] | |||
Gross Profit by Category [Line Items] | |||
Gross Profit | $ 3,997 | $ 4,906 | |
[1] | Includes gross profit from deals with local and national merchants and through local events. |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | Apr. 04, 2016USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 3.25% |
Debt Conversion, Converted Instrument, Amount | $ 1,000 |
Debt Instrument, Convertible, Conversion Ratio | shares | 185.1852 |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5.40 |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 150.00% |
Debt Instrument, Convertible, Threshold Trading Days | 20 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days |
Senior Notes [Member] | |
Subsequent Event [Line Items] | |
Senior Notes | $ 250,000,000 |