Cover Document
Cover Document - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
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 | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock, Shares, Outstanding | 556,009,762 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 618,550 | $ 862,977 |
Accounts receivable, net | 60,785 | 71,272 |
Prepaid Expense and Other Assets, Current | 107,527 | 94,441 |
Disposal Group, Including Discontinued Operation, Assets, Current | 0 | 63,246 |
Total current assets | 786,862 | 1,091,936 |
Property, equipment and software, net | 162,577 | 169,452 |
Goodwill | 282,011 | 274,551 |
Intangible assets, net | 32,256 | 42,915 |
Investments | 141,436 | 141,882 |
Deferred income taxes, non-current | 4,838 | 5,151 |
Assets, Noncurrent | 17,457 | 23,484 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 12,006 |
Total Assets | 1,427,437 | 1,761,377 |
Current liabilities: | ||
Accounts payable | 18,389 | 28,551 |
Accrued merchant and supplier payables | 606,020 | 770,992 |
Accrued expenses and other current liabilities | 328,998 | 366,456 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 0 | 47,052 |
Total current liabilities | 953,407 | 1,213,051 |
Convertible Debt, Noncurrent | 184,237 | 178,995 |
Deferred Tax Liabilities, Net, Noncurrent | 1,833 | 1,714 |
Other non-current liabilities | 101,978 | 99,628 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 0 | 2,927 |
Total Liabilities | 1,241,455 | 1,496,315 |
Commitments and contingencies (see Note 7) | ||
Stockholders' Equity | ||
Additional paid-in capital | 2,145,030 | 2,112,728 |
Treasury stock, at cost, 93,141,211 shares at September 30, 2015 and 27,239,104 shares at December 31, 2014 | (858,291) | (807,424) |
Accumulated deficit | (1,135,984) | (1,099,010) |
Accumulated other comprehensive income | 34,358 | 58,052 |
Total Groupon, Inc. Stockholders' Equity | 185,187 | 264,420 |
Noncontrolling interests | 795 | 642 |
Total Equity | 185,982 | 265,062 |
Total Liabilities and Equity | 1,427,437 | 1,761,377 |
Common Stock [Member] | ||
Stockholders' Equity | ||
Common Stock, Value, Issued | $ 74 | $ 74 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Investments at Fair Value | $ 108,230 | $ 110,066 |
Treasury Stock [Member] | ||
Treasury Stock, Shares | (186,218,042) | (171,695,908) |
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 | 743,577,187 | 736,531,771 |
Common Stock, Shares, Outstanding | 557,359,145 | 564,835,863 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Revenue: | |||||
Third party and other | $ 315,854 | $ 294,576 | $ 617,426 | $ 604,205 | |
Direct | 346,765 | 429,184 | 718,819 | 817,990 | |
Total revenue | 662,619 | 723,760 | 1,336,245 | 1,422,195 | |
Cost of revenue: | |||||
Third party and other | 38,478 | 38,109 | 81,351 | 79,169 | |
Direct | 296,074 | 370,274 | 617,376 | 707,547 | |
Total cost of revenue | 334,552 | 408,383 | 698,727 | 786,716 | |
Gross profit | 328,067 | 315,377 | 637,518 | 635,479 | |
Operating expenses: | |||||
Marketing | 100,658 | 89,180 | 187,000 | 176,475 | |
Selling, general and administrative | 230,187 | 258,737 | 462,233 | 521,715 | |
Restructuring Charges | 4,584 | 15,702 | 7,315 | 27,215 | |
Gain (Loss) on Disposition of Business | 0 | (9,339) | 0 | (9,339) | |
Acquisition-related (benefit) expense, net | 36 | 850 | 48 | 4,314 | |
Total operating expenses | 335,465 | 355,130 | 656,596 | 720,380 | |
Income (loss) from operations | (7,398) | (39,753) | (19,078) | (84,901) | |
Other expense, net | 5,878 | (11,253) | 1,276 | (8,635) | |
Loss from continuing operations before provision for income taxes | (1,520) | (51,006) | (17,802) | (93,536) | |
Provision for income taxes | 3,883 | (2,238) | 8,470 | (1,229) | |
Loss from continuing operations | (5,403) | (48,768) | (26,272) | (92,307) | |
Income (loss) from discontinued operations, net of tax | (1,376) | (2,963) | (889) | (5,020) | |
Net loss | (6,779) | (51,731) | (27,161) | (97,327) | |
Net income attributable to noncontrolling interests | (2,547) | (3,173) | (6,579) | (6,696) | |
Net loss attributable to Groupon, Inc. | $ (9,326) | $ (54,904) | $ (33,740) | $ (104,023) | |
Basic net income (loss) per share | |||||
Continuing operations | [1] | $ (0.01) | $ (0.09) | $ (0.06) | $ (0.17) |
Discontinued operations | [1] | (0.01) | (0.01) | 0 | (0.01) |
Basic, net (loss) earnings per share | [1] | $ (0.02) | $ (0.10) | $ (0.06) | $ (0.18) |
Weighted average number of shares outstanding | |||||
Basic, weighted average number of shares outstanding | [1] | 559,762,180 | 576,903,004 | 560,978,712 | 579,827,341 |
Diluted, weighted average number of shares outstanding | [1] | 559,762,180 | 576,903,004 | 560,978,712 | 579,827,341 |
[1] | (1)The structure of the Company's common stock changed during the year ended December 31, 2016. Refer to Note 8, Stockholders' Equity and Compensation Arrangements, and Note 12, Income (Loss) per Share, for additional information. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net loss from continuing operations | $ (5,403) | $ (48,768) | $ (26,272) | $ (92,307) |
Other comprehensive (loss) income, net of tax: | ||||
Reclassification of amount included in net income (loss) from continuing operations | (1,800) | (300) | ||
Net change in unrealized gain (loss) - Foreign Currency Translation | (22,225) | |||
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments | 0 | 0 | 583 | 0 |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | 0 | 19 | 2 | 46 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 0 | (19) | 585 | (46) |
Net change in unrealized gain (loss), net, on AFS | (952) | (52) | (713) | (168) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax | (1,341) | 0 | (1,341) | 0 |
Other comprehensive income (loss) | (23,694) | |||
Comprehensive loss | (15,216) | (60,793) | (50,855) | (109,241) |
Net loss from discontinued operations | (1,376) | (2,963) | (889) | (5,020) |
Comprehensive income attributable to noncontrolling interests | (2,547) | (3,173) | (6,579) | (6,696) |
Comprehensive loss attributable to Groupon Inc. | (17,763) | (63,966) | (57,434) | (115,937) |
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 | (2,293) | (52) | (2,054) | (168) |
Other comprehensive income (loss) | 585 | |||
Continuing Operations [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net unrealized gain (losses) during the period | (6,144) | (272) | (5,527) | (4,068) |
Reclassification of amount included in net income (loss) from continuing operations | 0 | (9,459) | (187) | (7,997) |
Net change in unrealized gain (loss) - Foreign Currency Translation | (6,144) | (9,731) | (5,714) | (12,065) |
Other comprehensive income (loss) | (8,437) | (9,764) | (7,183) | (12,187) |
Comprehensive loss | (13,840) | (58,532) | (33,455) | (104,494) |
Discontinued Operations, Disposed of by Sale [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net unrealized gain (losses) during the period | 0 | 702 | (1,793) | 273 |
Reclassification of amount included in net income (loss) from continuing operations | 0 | 0 | (14,718) | 0 |
Net change in unrealized gain (loss) - Foreign Currency Translation | 0 | 702 | (16,511) | 273 |
Other comprehensive income (loss) | $ (1,376) | $ (2,261) | $ (17,400) | $ (4,747) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) Parenthetical - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | $ 0 | $ 5 | $ 0 | $ 9 |
Tax effects for change in unrealized gain (loss) | $ 147 | $ (103) | $ 0 | $ (103) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 6 months ended Jun. 30, 2017 - 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] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] |
Beginning Balance, Shares, Outstanding at Dec. 31, 2016 | 736,531,771 | ||||||||
Beginning Balance, Equity at Dec. 31, 2016 | $ 265,062 | $ 74 | $ 2,112,728 | $ (1,099,010) | $ 58,052 | $ 264,420 | $ 642 | $ 58,249 | |
Beginning Balance, Treasury Stock, Shares at Dec. 31, 2016 | (171,695,908) | ||||||||
Beginning Balance, Treasury Stock, Value at Dec. 31, 2016 | (807,424) | $ (807,424) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cumulative Effect on Retained Earnings, Net of Tax | (3,234) | (3,234) | (3,234) | ||||||
Net loss | (27,161) | (33,740) | (33,740) | 6,579 | |||||
Foreign currency translation, net of tax | (22,225) | (22,225) | 0 | (22,225) | |||||
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | (2) | 0 | |||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | (585) | (585) | (585) | ||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (2,054) | (2,054) | (2,054) | ||||||
Exercise of stock options, shares | 9,601 | ||||||||
Exercise of stock options, value | 19 | 19 | 19 | ||||||
Vesting of restricted stock units, shares | 9,578,738 | ||||||||
Vesting of restricted stock units, value | $ 0 | 0 | |||||||
Shares issued under employee stock purchase plan, shares | 877,845 | ||||||||
Shares issued under employee stock purchase plan, value | 2,458 | 2,458 | 2,458 | ||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (3,420,768) | ||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (12,745) | $ 0 | (12,745) | (12,745) | |||||
Stock-based compensation on equity-classified awards | 42,570 | 42,570 | 42,570 | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 67,014 | ||||||||
Purchases of treasury stock, shares | (14,522,134) | ||||||||
Purchases of treasury stock, value | (50,867) | $ (50,867) | (50,867) | ||||||
Partnership distributions to noncontrolling interest holders | (6,426) | (6,426) | |||||||
Ending Balance, Treasury Stock, Shares at Jun. 30, 2017 | (186,218,042) | ||||||||
Ending Balance, Treasury Stock, Value at Jun. 30, 2017 | (858,291) | $ (858,291) | |||||||
Ending Balance, Shares, Outstanding at Jun. 30, 2017 | 743,577,187 | ||||||||
Ending Balance, Equity at Jun. 30, 2017 | $ 185,982 | $ 74 | $ 2,145,030 | $ (1,135,984) | $ 34,358 | $ 185,187 | $ 795 | $ 36,024 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Operating activities | |||
Net loss | $ (27,161) | $ (97,327) | |
Less: Income (loss) from discontinued operations | (889) | (5,020) | |
Loss from continuing operations | (26,272) | (92,307) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation, Depletion and Amortization | 57,163 | 59,096 | |
Amortization of acquired intangible assets | 11,583 | 9,235 | |
Share-based Compensation | 41,141 | 66,603 | |
Restructuring Costs and Asset Impairment Charges | 0 | 45 | |
Gain (Loss) on Disposition of Business | 0 | (9,339) | |
Deferred income taxes | 759 | (5,148) | |
Gain from changes in fair value of contingent consideration | [1] | 48 | 4,292 |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 1,145 | 5,707 | |
Amortization of Debt Discount (Premium) | 5,242 | 2,396 | |
Change in assets and liabilities, net of acquisitions: | |||
Restricted cash | 548 | (695) | |
Accounts receivable | 16,229 | (500) | |
Prepaid expenses and other current assets | (11,139) | (36,900) | |
Accounts payable | (10,723) | (5,693) | |
Accrued merchant and supplier payables | (182,954) | (120,629) | |
Accrued expenses and other current liabilities | (41,491) | 4,955 | |
Other, net | (18,207) | (6,904) | |
Net cash provided by (used in) operating activities from continuing operations | (156,928) | (125,786) | |
Net cash used in operating activities from discontinued operations | (2,195) | (4,949) | |
Net cash provided by (used in) operating activities | (159,123) | (130,735) | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (29,461) | (36,351) | |
Cash Divested from Deconsolidation | 0 | (352) | |
Proceeds from Maturities, Prepayments and Calls of Available-for-sale Securities | 1,843 | 0 | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (940) | |
Acquisitions of intangible assets and other investing activities | (184) | (1,992) | |
Net cash used in investing activities from continuing operations | (27,802) | (39,635) | |
Net cash used in investing activities from discontinued operations | (9,548) | 4 | |
Net cash used in investing activities | (37,350) | (39,631) | |
Financing activities | |||
Proceeds from Issuance of Senior Long-term Debt | 0 | 250,000 | |
Payments of Debt Issuance Costs | 0 | (8,097) | |
Purchase of Convertible Note Hedges | 0 | (59,163) | |
Proceeds from Issuance of Warrants | 0 | 35,495 | |
Payments for purchases of treasury stock | (51,513) | (90,449) | |
Taxes paid related to net share settlements of stock-based compensation awards | (15,356) | (16,535) | |
Proceeds from stock option exercises and employee stock purchase plan | 2,477 | 2,047 | |
Partnership distribution payments to noncontrolling interest holders | (6,426) | (7,127) | |
Payment of Contingent Consideration | (5,689) | (285) | |
Payments of capital lease obligations | (16,670) | (14,676) | |
Proceeds from (Payments for) Other Financing Activities | (473) | 0 | |
Net cash used in financing activities | (93,650) | 91,210 | |
Effect of exchange rate changes on cash and cash equivalents | 16,830 | 5,926 | |
Net decrease in cash and cash equivalents, including cash classified within current assets held for sale | (273,293) | (73,230) | |
Less: Increase in cash and cash equivalents classified within current assets held for sale | (28,866) | 1,402 | |
Net decrease in cash and cash equivalents | (244,427) | (74,632) | |
Cash and cash equivalents, beginning of period | 862,977 | 824,307 | |
Cash and cash equivalents, end of period | 618,550 | 749,675 | |
Non-cash investing and financing activities | |||
Equipment acquired under capital lease obligations | 16,509 | 10,081 | |
Payments for Tenant Improvements | 402 | 4,990 | |
Liability for Purchases of Treasury Stock | 561 | 1,592 | |
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | (539) | (3,860) | |
Continuing Operations [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Share-based Compensation | 41,100 | 66,600 | |
Discontinued Operations [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Amortization of acquired intangible assets | 0 | 0 | |
Share-based Compensation | 200 | 1,700 | |
Investment Type [Member] | |||
Non-cash investing and financing activities | |||
Noncash or Part Noncash Acquisition, Investments Acquired | 2,022 | 8,323 | |
GroupMax [Member] | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 3,400 | $ 4,300 | |
[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. |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
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. Consumers access those marketplaces through the Company's websites, primarily localized groupon.com sites in many countries, and its mobile applications. The Company's operations are organized into two segments: North America and International. See Note 13, Segment Information . Prior period amounts in the condensed consolidated financial statements have been adjusted to reflect discontinued operations presentation. 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, 2017 . 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 and notes should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2016, and the Current Report on Form 8-K, dated May 17, 2017. 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 ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory , on January 1, 2017. This ASU requires inventory to be measured at the lower of cost or net realizable value, rather than the lower of cost or market. The adoption of ASU 2015-11 did not have a material impact on the accompanying condensed consolidated financial statements. The Company adopted the guidance in ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (Topic 740) , on January 1, 2017. This ASU requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. The Company recorded a $3.2 million cumulative effect adjustment to increase its accumulated deficit as of January 1, 2017 to recognize the impact of that change in accounting policy. 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 used 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 and Oth
Discontinued Operations and Other Dispositions | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS AND OTHER DISPOSITIONS In October 2016, the Company completed a strategic review of its international markets in connection with its efforts to optimize its global footprint and focus on the markets that it believes have the greatest potential to benefit the Company's long-term financial performance. Based on that review, the Company decided to focus its business on 15 core countries and to pursue strategic alternatives for its operations in the remaining 11 countries, which were primarily based in Asia and Latin America. As described below, the dispositions of the Company's operations in those 11 countries were completed between November 2016 and March 2017. A business disposition that represents a strategic shift and has (or will have) a major effect on an entity's operations and financial results is reported as a discontinued operation. The Company determined that the decision reached by its management and Board of Directors to exit those 11 non-core countries, which comprised a substantial majority of its operations outside of North America and EMEA, represented a strategic shift in its business. Additionally, based on its review of quantitative and qualitative factors relevant to the dispositions, the Company determined that the disposition of the businesses in those 11 countries will have a major effect on its operations and financial results. As such, the financial position and results of operations and cash flows for its operations in those 11 countries, including the gains and losses on the dispositions and related income tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements as of December 31, 2016 and for the three months and six months ended June 30, 2017 and 2016. Groupon Israel On March 21, 2017, the Company sold an 83% controlling stake in its subsidiary in Israel. The Company recognized a pretax gain on the disposition of $1.8 million , which represents the excess of (a) the sum of (i) $2.3 million in net consideration received, consisting of the $0.4 million fair value of its retained minority investment and $2.0 million to be received in cash, less $0.1 million in transaction costs, and (ii) a $0.2 million cumulative translation gain, which was reclassified to earnings, over (b) the $0.7 million net book value upon the closing of the transaction. The amount of cash proceeds to be received in connection with this transaction may change due to final working capital adjustments. See Note 4, Investments , for additional information about this transaction. Groupon Singapore On March 10, 2017, the Company sold its subsidiary in Singapore in exchange for a convertible debt investment in the acquirer. The Company recognized a pretax loss on the disposition of $0.5 million , which represents the excess of (a) the sum of (i) the $0.5 million net book value upon closing of the transaction and (ii) a $1.1 million cumulative translation loss, which was reclassified to earnings, over (b) $1.1 million in net consideration received, consisting of the $1.6 million fair value of the investment acquired, less $0.5 million in transaction costs. The Company did not receive any cash proceeds in connection with the transaction. See Note 4, Investments , for additional information about this transaction. Groupon Hong Kong On March 3, 2017, the Company sold its subsidiary in Hong Kong. The Company recognized a pretax gain on the disposition of $0.3 million , consisting of the $0.2 million negative net book value upon closing of the transaction and $0.1 million in net consideration received, consisting of $0.2 million received in cash, less $0.1 million in transaction costs. The amount of cash proceeds to be received in connection with this transaction may change due to final working capital adjustments. Groupon Latin America On February 16, 2017 and March 9, 2017, the Company sold its subsidiaries in Argentina, Chile, Colombia, Peru, Mexico, and Brazil in two transactions with the same counterparty. The Company recognized a net pretax loss on the dispositions of $2.9 million , which represents the excess of (a) the sum of (i) a $2.1 million unfavorable contract liability for transition services, (ii) a $5.4 million indemnification liability and (iii) the $13.6 million net book value upon closing of the transactions, over (b) the sum of (i) a $15.7 million cumulative translation gain, which was reclassified to earnings, and (ii) $2.5 million in net consideration received, consisting of $3.2 million in net cash proceeds, less $0.7 million in transaction costs. The amount of net cash proceeds to be received in connection with these transactions may change due to final working capital adjustments. November 2016 Dispositions within Discontinued Operations In connection with the strategic initiative to exit 11 non-core countries as discussed above, the Company sold its subsidiary in Malaysia and ceased operations in South Africa in November 2016. The results of the Company's operations in Malaysia and South Africa are presented within discontinued operations in the accompanying condensed consolidated financial statements for the three and six months ended June 30, 2016. Results of Discontinued Operations and Assets and Liabilities of Discontinued Operations The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 (1) (2) 2016 2017 (1) 2016 Third-party and other revenue $ — $ 23,553 $ 12,602 $ 48,492 Direct revenue — 8,717 2,962 17,314 Third-party and other cost of revenue — (5,691 ) (2,557 ) (11,412 ) Direct cost of revenue — (8,368 ) (3,098 ) (16,957 ) Marketing expense — (2,813 ) (1,239 ) (5,283 ) Selling, general and administrative expense (1,376 ) (18,431 ) (11,284 ) (36,441 ) Restructuring — (383 ) (778 ) (1,314 ) Other income, net — 492 3,852 1,360 Income (loss) from discontinued operations before loss on dispositions and provision for income taxes (1,376 ) (2,924 ) 460 (4,241 ) Loss on dispositions — — (1,268 ) — Provision for income taxes — (39 ) (81 ) (779 ) Income (loss) from discontinued operations, net of tax $ (1,376 ) $ (2,963 ) $ (889 ) $ (5,020 ) (1) The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three and six months ended June 30, 2017 includes the results of each business through its respective disposition date. (2) Selling, general and administrative expense from discontinued operations for the three months ended June 30, 2017 primarily relates to increases to contingent liabilities under indemnification agreements. See Note 7, Commitments and Contingencies , for information about indemnification obligations related to discontinued operations. The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as discontinued operations in the consolidated balance sheet as of December 31, 2016 (in thousands): December 31, 2016 Cash $ 28,866 Accounts receivable, net 15,386 Prepaid expenses and other current assets 18,994 Property, equipment and software, net 1,554 Goodwill 9,411 Other non-current assets 1,041 Assets of discontinued operations $ 75,252 Accounts payable $ 722 Accrued merchant and supplier payables 29,705 Accrued expenses and other current liabilities 16,625 Deferred income taxes 2,501 Other non-current liabilities 426 Liabilities of discontinued operations $ 49,979 Other Dispositions Groupon Russia On April 12, 2016, the Company sold its subsidiary in Russia ("Groupon Russia"). The Company recognized a pretax gain on the disposition of $8.9 million , consisting of Groupon Russia's $1.6 million negative net book value upon the closing of the transaction and its $7.7 million cumulative translation gain, which was reclassified to earnings, less $0.4 million in transaction costs. The Company did not receive any proceeds in connection with the transaction. Breadcrumb On May 9, 2016, the Company sold its point of sale business ("Breadcrumb") in exchange for a minority investment in the acquirer. See Note 4, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $0.4 million , which represents the excess of (a) $8.2 million in net consideration received, consisting of the $8.3 million fair value of the investment acquired, less $0.1 million in transaction costs, over (b) the $7.8 million net book value of Breadcrumb upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 (in thousands): North America EMEA Rest of World International Consolidated Balance as of December 31, 2016 $ 178,685 $ 89,747 $ 6,119 $ — $ 274,551 Foreign currency translation — — — 7,460 7,460 Reallocation to new segment — (89,747 ) (6,119 ) 95,866 — Balance as of June 30, 2017 $ 178,685 $ — $ — $ 103,326 $ 282,011 As discussed in Note 13, Segment Information , the Company updated its segments in the first quarter of 2017 to report two segments: North America and International. As a result of the change in segments, the Company combined its Northern EMEA, Southern EMEA and Central EMEA reporting units into a single EMEA reporting unit, which is one level below the International segment. As a result of the change in reporting units, the Company performed a qualitative assessment of potential goodwill impairment for the new EMEA reporting unit and performed separate qualitative assessments of potential goodwill impairment for the Northern EMEA, Southern EMEA and Central EMEA previous reporting units immediately prior to the change. The Company also performed a qualitative assessment of potential goodwill impairment for the remainder of its Asia Pacific reporting unit following the dispositions of businesses in that reporting unit in the current period. Based on those assessments, which considered current market conditions, recent business performance and the amounts by which fair values exceeded carrying values in quantitative impairment tests performed as of October 1, 2016, the Company determined that the likelihood of a goodwill impairment did not reach the more-likely-than not threshold specified in U.S. GAAP for any of the reporting units that were evaluated. Accordingly, the Company concluded that goodwill related to those reporting units was not impaired and further quantitative testing was not required to be performed. In addition, the Company sold all of the operations of its Latin America reporting unit in the first quarter of 2017 and the goodwill of that reporting unit was included in the net book value that was derecognized. See Note 2, Discontinued Operations , for information about the dispositions of operations in Asia and Latin America. The following tables summarize the Company's intangible assets (in thousands): June 30, 2017 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 61,011 $ 45,649 $ 15,362 Merchant relationships 12,489 9,713 2,776 Trade names 11,909 9,062 2,847 Developed technology 36,480 32,399 4,081 Patents 18,117 14,572 3,545 Other intangible assets 14,165 10,520 3,645 Total $ 154,171 $ 121,915 $ 32,256 December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 59,340 $ 40,002 $ 19,338 Merchant relationships 12,015 8,475 3,540 Trade names 11,534 8,004 3,530 Developed technology 38,388 30,197 8,191 Patents 17,259 14,020 3,239 Other intangible assets 14,044 8,967 5,077 Total $ 152,580 $ 109,665 $ 42,915 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 from continuing operations was $6.2 million and $4.5 million for the three months ended June 30, 2017 and 2016 , respectively, and $11.6 million and $9.2 million for the six months ended June 30, 2017 and 2016 , respectively. There was no amortization expense related to intangible assets from discontinued operations for the three and six months ended June 30, 2017 and 2016 . As of June 30, 2017 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2017 $ 9,209 2018 14,871 2019 6,738 2020 1,069 2021 325 Thereafter 44 Total $ 32,256 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's investments (dollars in thousands): June 30, 2017 Percent Ownership of Voting Stock December 31, 2016 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 10,868 $ 10,038 Redeemable preferred shares 15,923 19% to 25% 17,444 19% to 25% Total available-for-sale securities 26,791 27,482 Cost method investments 33,206 1% to 19% 31,816 1% to 19% Fair value option investments 81,439 10% to 36% 82,584 41% Total investments $ 141,436 $ 141,882 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 June 30, 2017 and December 31, 2016 , respectively (in thousands): June 30, 2017 December 31, 2016 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ 9,815 $ 1,078 $ (25 ) $ 10,868 $ 8,453 $ 1,691 $ (106 ) $ 10,038 Redeemable preferred shares 18,375 — (2,452 ) 15,923 18,375 — (931 ) 17,444 Total available-for-sale securities $ 28,190 $ 1,078 $ (2,477 ) $ 26,791 $ 26,828 $ 1,691 $ (1,037 ) $ 27,482 (1) As of June 30, 2017, one security in an unrealized loss position of $2.5 million has been in an unrealized loss position for greater than 12 months. Fair Value Option Investments In connection with the dispositions of controlling stakes in Ticket Monster, an entity based in the Republic of Korea, in May 2015 and Groupon India in August 2015, the Company obtained minority investments in Monster Holdings LP ("Monster LP") and in GroupMax Pte Ltd. ("GroupMax," d/b/a "Nearbuy"), respectively. 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. Monster LP In February 2017, the Company participated in a recapitalization transaction with Monster LP whereby it exchanged all 61,484,539 of its Class B units for 16,609,195 newly issued Class A-1 units. The Class B units previously held by the Company were then distributed from Monster LP to its controlling investor group and certain other existing unit holders. Upon closing of the transaction, the Company owns 57% of the outstanding Class A-1 units, which represents 9% of the total outstanding partnership units. Following the February 2017 recapitalization transaction, the Class A-1 units are entitled to a $150.0 million liquidation preference, including an $85.0 million liquidation preference attributable to the Class A-1 units held by the Company, which must be paid prior to any distributions to the holders of the Class A-2, Class B and Class C units. Class A-1 unit holders are also entitled to share in distributions between $950.0 million and $1,494.0 million in accordance with the terms of Monster LP's distribution waterfall and in distributions in excess of $1,494.0 million based on their pro rata ownership of total outstanding partnership units. As a result of the February 2017 recapitalization transaction, the Company currently holds an investment in the most senior equity units in Monster LP’s capital structure. However, while providing more downside protection, those Class A-1 units provide less opportunity for appreciation than the Class B units previously held by the Company. To determine the fair value of the Company’s investment in Monster LP each period, the first step was to estimate the fair value of Monster LP in its entirety. The Company primarily used the discounted cash flow method, which is an income approach, to estimate the fair value of Monster LP. The key inputs to determining fair value under that approach are cash flow forecasts and discount rates. As of June 30, 2017 and December 31, 2016, the Company applied a discount rate of 22% , 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, to determine the fair value of Monster LP as of June 30, 2017 and December 31, 2016. The discounted cash flow and market multiple valuations were then evaluated and weighted to determine the amount that is most representative of the fair value of the investee. Once the Company determined the fair value of Monster LP, it then determined the fair value of its specific investment in that entity. Monster LP has a complex capital structure, so the Company applied an option-pricing model that considers the liquidation preferences of the investee’s respective classes of ownership interests to determine the fair value of the Company’s investment in the entity. Based on the above procedures, the Company determined that the fair value of its investment in Monster LP was $80.9 million and $78.7 million , respectively, as of June 30, 2017 and December 31, 2016. The Company recognized losses of $0.1 million and $1.3 million for the three months ended June 30, 2017 and 2016, respectively, and a gain of $2.3 million and a loss of $1.4 million for the six months ended June 30, 2017 and 2016, respectively, from changes in the fair value of its investment. GroupMax To determine the fair value of the Company’s investment in GroupMax each period, it applies the same methodology as described above for Monster LP. The Company determined that the fair value of its investment in GroupMax was $0.5 million and $3.9 million , respectively, as of June 30, 2017 and December 31, 2016. The Company recognized losses of $1.3 million and $3.3 million for the three months ended June 30, 2017 and 2016, respectively, and losses of $3.4 million and $4.3 million for the six months ended June 30, 2017 and 2016, respectively, from changes in the fair value of its investment. Other Investments In March 2017, the Company acquired a convertible debt instrument of a company that connects consumers with fitness, beauty and wellness businesses in Asia , as consideration for the sale of Groupon Singapore. The convertible debt instrument was recorded at its $1.6 million acquisition date fair value and is accounted for as an available-for-sale security. In March 2017, in connection with the disposition of Groupon Israel, the Company retained a minority investment in the entity. The investment was recorded at its $0.4 million fair value at initial recognition and is accounted for as a cost method investment. |
Supplemental Consolidated Balan
Supplemental Consolidated Balance Sheet and Statement of Operations Information | 6 Months Ended |
Jun. 30, 2017 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Supplemental Consolidated Balance Sheets and Statements of Operations Information | SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes the Company's other income (expense), net for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest income $ 659 $ 376 $ 1,261 $ 709 Interest expense (4,948 ) (5,232 ) (10,267 ) (6,074 ) Gains (losses), net on changes in fair value of investments (1,448 ) (4,607 ) (1,145 ) (5,707 ) Foreign currency gains (losses), net (1) 10,826 (1,636 ) 10,877 4,007 Other 789 (154 ) 550 (1,570 ) Other income (expense), net $ 5,878 $ (11,253 ) $ 1,276 $ (8,635 ) (1) Foreign currency gains (losses), net for the three and six months ended June 30, 2016 includes a $1.8 million and $0.3 million , respectively, of cumulative translation gains that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 9, Restructuring , for additional information. The following table summarizes the Company's prepaid expenses and other current assets as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Finished goods inventories $ 24,346 $ 31,042 Prepaid expenses 49,149 34,132 Income taxes receivable 12,093 11,495 Value-added tax receivable 10,910 5,965 Other 11,029 11,807 Total prepaid expenses and other current assets $ 107,527 $ 94,441 The following table summarizes the Company's accrued merchant and supplier payables as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Accrued merchant payables $ 429,925 $ 428,187 Accrued supplier payables (1) 176,095 342,805 Total accrued merchant and supplier payables $ 606,020 $ 770,992 (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 June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Refunds reserve $ 26,237 $ 33,104 Compensation and benefits 52,781 55,590 Customer credits 43,399 42,003 Restructuring-related liabilities 5,511 16,395 Income taxes payable 12,681 10,847 Deferred revenue 33,720 35,890 Current portion of capital lease obligations 29,497 28,889 Other 125,172 143,738 Total accrued expenses and other current liabilities $ 328,998 $ 366,456 The following table summarizes the Company's other non-current liabilities as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Long-term tax liabilities $ 45,857 $ 41,611 Capital lease obligations 19,820 19,719 Other 36,301 38,298 Total other non-current liabilities $ 101,978 $ 99,628 The following table summarizes the components of accumulated other comprehensive income (loss) as of June 30, 2017 and December 31, 2016 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance as of December 31, 2016 $ 58,249 $ 388 $ (585 ) $ 58,052 Other comprehensive income (loss) before reclassification adjustments (7,320 ) (713 ) — (8,033 ) Reclassification adjustments included in net income (loss) (14,905 ) (1,341 ) 585 (15,661 ) Other comprehensive income (loss) (22,225 ) (2,054 ) 585 (23,694 ) Balance as of June 30, 2017 $ 36,024 $ (1,666 ) $ — $ 34,358 |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | FINANCING ARRANGEMENTS Convertible Senior Notes On April 4, 2016, the Company issued $250.0 million in aggregate principal amount of convertible senior notes (the "Notes") in a private placement to A-G Holdings, L.P. ("Atairos"). The net proceeds from this offering were $243.2 million after deducting issuance costs. The Notes bear interest at a rate of 3.25% per annum, payable annually in arrears on April 1 of each year, which began 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 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. The Company has separated the Notes into their liability and equity components in the accompanying condensed consolidated balance sheet. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Notes. The difference between the principal amount of the Notes and the liability component (the "debt discount") is amortized to interest expense at an effective interest rate of 9.75% over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the condensed consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company incurred transaction costs of approximately $6.8 million related to the issuance of the Notes. Those transaction costs have been allocated to the liability and equity components in the same manner as the allocation of the proceeds from the Notes. Transaction costs attributable to the liability component of $4.8 million were recorded as a debt discount in the condensed consolidated balance sheet and are being amortized to interest expense over the term of the Notes. Transaction costs attributable to the equity component of $2.0 million were recorded in stockholders' equity as a reduction of the equity component. The carrying amount of the Notes consisted of the following (in thousands): June 30, 2017 December 31, 2016 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (65,763 ) (71,005 ) Net carrying amount of liability component $ 184,237 $ 178,995 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of June 30, 2017 was $246.1 million and was determined using a lattice model. The Company classified the fair value of the Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as its stock price volatility over the term of the Notes and its cost of debt. As of June 30, 2017 , the remaining term of the Notes is approximately 4 years, 9 months . During the three and six months ended June 30, 2017 , the Company recognized interest cost on the Notes as follows (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Three and Six Months Ended June 30, 2016 Contractual interest cost based on 3.25% of the principal amount per annum $ 2,032 $ 4,064 $ 2,031 Amortization of debt discount 2,655 5,242 2,396 Total interest cost $ 4,687 $ 9,306 $ 4,427 Note Hedges and Warrants In May 2016, the Company purchased convertible note hedges with respect to its Common Stock for a cost of $59.1 million from certain bank counterparties. The convertible note hedges provide the Company with the right to purchase up to 46.3 million shares of the Company's Common Stock at an initial strike price of $5.40 per share, which corresponds to the initial conversion price of the Notes, and are exercisable by the Company upon conversion of the Notes. The convertible note hedges are intended to reduce the potential economic dilution upon conversion of the Notes. The convertible note hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes do not have any rights with respect to the convertible note hedges. In May 2016, the Company also sold warrants for total cash proceeds of $35.5 million to certain bank counterparties. The warrants provide the counterparties with the right to purchase up to 46.3 million shares of the Company's Common Stock at a strike price of $8.50 per share. The warrants expire on various dates between July 1, 2022 and August 26, 2022 and are exercisable on their expiration dates. The warrants are separate transactions and are not part of the terms of the Notes or convertible note hedges. Holders of the Notes and convertible note hedges do not have any rights with respect to the warrants. The amounts paid and received for the convertible note hedges and warrants have been recorded in additional paid-in capital in the condensed consolidated balance sheet as of June 30, 2017 . The convertible note hedges and warrants are not remeasured as long as they continue to meet the conditions for equity classification. The amounts paid for the convertible note hedges are tax deductible over the term of the Notes, while the proceeds received from the warrants are not taxable. Under the if-converted method, the shares of common stock underlying the conversion option in the Notes are included in the diluted earnings per share denominator and the interest expense on the Notes, net of tax, is added to the numerator. However, upon conversion, there will be no economic dilution from the Notes, as exercise of the convertible note hedges eliminates any dilution from the Notes that would have otherwise occurred when the price of the Company’s Common Stock exceeds the conversion price. Taken together, the purchase of the convertible note hedges and sale of warrants are intended to offset any actual dilution from the conversion of these Notes and to effectively increase the overall conversion price from $5.40 to $8.50 per share. Based on the closing price of the Company's Common Stock of $3.84 on June 30, 2017 , the if-converted value of the Notes was less than the principal amount. Revolving Credit Agreement The Company's amended and restated senior secured revolving credit agreement (the "Amended and Restated Credit Agreement") provides for aggregate principal borrowings of up to $250.0 million and matures in June 2019. Borrowings under the Amended and Restated Credit Agreement bear interest, at the Company's option, at a rate per annum equal to the Alternate Base Rate or Adjusted LIBO Rate (each as defined in the Amended and Restated Credit Agreement) plus an additional margin ranging between 0.50% and 2.25% . The Company is required to pay quarterly commitment fees ranging from 0.25% to 0.40% per annum of the average daily amount of unused commitments available under the Amended and Restated Credit Agreement. The Amended and Restated 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 does not exceed the maximum funding commitment of $250.0 million . The Amended and Restated Credit Agreement is secured by substantially all of the Company's and its subsidiaries' tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of its direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of the Company's domestic subsidiaries are guarantors under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement contains various customary restrictive covenants that limit the Company's ability to, among other things: incur additional indebtedness; make dividend and other restricted payments, including share repurchases; enter into sale or leaseback transactions; make investments, loans or advances; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; and engage in transactions with affiliates. The Amended and Restated Credit Agreement requires the Company to maintain compliance with specified financial covenants, comprised of a minimum fixed charge coverage ratio, a maximum leverage ratio, a maximum senior secured indebtedness ratio and a minimum liquidity ratio, each as set forth in the Amended and Restated Credit Agreement. The Company is also required to maintain, as of the last day of each fiscal quarter, unrestricted cash of at least $400.0 million , including $200.0 million in accounts held with lenders under the Amended and Restated Credit Agreement or their affiliates. Non-compliance with these covenants may result in termination of the commitments under the Amended and Restated Credit Agreement and any then outstanding borrowings may be declared due and payable immediately. The Company has the right to terminate the Amended and Restated Credit Agreement or reduce the available commitments at any time. As of June 30, 2017 and December 31, 2016 , the Company had no borrowings under the Amended and Restated Credit Agreement. As of June 30, 2017 and December 31, 2016 , the Company had outstanding letters of credit of $15.0 million and $11.1 million , respectively, under the Amended and Restated Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company's commitments as of June 30, 2017 did not materially change from the amounts set forth in the Company's 2016 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 currently is involved in proceedings brought by former employees and merchants, intellectual property infringement suits, customer lawsuits, consumer class actions and suits alleging, among other things, violations of state consumer protection or privacy laws. The following is a brief description of significant legal proceedings. On March 2, 2016, International Business Machines Corporation ("IBM") filed a complaint in the United States District Court for the District of Delaware against the Company. 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. On December 13, 2016, the Company filed a motion to invalidate two of IBM’s patents relating to the presentation of applications and advertising on the grounds that such patents are patent-ineligible. The court held a hearing on the motion and a Markman hearing on June 5, 2017, but has not yet ruled on the motion or construed the patent claims. On March 24, 2017, the Company filed a petition for inter partes review with the United States Patent and Trademark Office seeking to invalidate IBM’s asserted patent related to single sign-on processes. IBM filed its preliminary response on July 6, 2017. On May 9, 2016, the Company filed a complaint in the United States District Court for the Northern District of Illinois against IBM. The Company alleges that IBM has infringed and continues to willfully infringe one of the Company’s patents relating to location-based services. On December 20, 2016, IBM filed a motion to dismiss this case, and the court denied that motion. The Company intends to seek damages and injunctive relief for IBM’s infringement of this patent. The court held a Markman hearing on April 3, 2017, but has not yet construed the claims. On May 18, 2017, IBM filed two petitions for inter partes review with the United States Patent and Trademark Office seeking to invalidate the Company’s patent relating to location-based services. The Company’s preliminary response is due September 6, 2017. The Company plans to vigorously defend against the claims filed by IBM and the challenges to the Company’s patent. 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 or trademark disputes relating to, for example, the Company's Goods category, some of which could involve potentially substantial claims for damages or injunctive relief. 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 often costly to resolve, could require expensive changes in the Company's methods of doing business or the goods it sells, or could require it to enter into costly royalty or licensing agreements. The Company also is subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require the Company to change its business practices, sometimes in expensive ways. The Company also is subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where the Company conducts its business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property 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, fines and penalties, 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 and other regulatory matters can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In connection with the dispositions of the Company's operations in Latin America (see Note 2, Discontinued Operations ), it agreed to indemnify the buyer for certain tax and other matters. The indemnification liabilities were recorded at their fair value, estimated to be $5.4 million using a probability-weighted expected cash flow approach, upon closing of the transactions as an adjustment to the net loss on the dispositions within discontinued operations. The Company estimates that the total amount of obligations that are reasonably possible of arising under the indemnifications is $25.0 million . In the normal course of business to facilitate transactions related to its operations, the Company indemnifies certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements 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 divestitures and 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, employees and other agents. Except as noted above, 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 | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Compensation Arrangements | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS The Company's Board of Directors (the "Board") has the authority, without approval by the stockholders, to issue up to a total of 50,000,000 shares of preferred stock in one or more series. The Board may establish the number of shares to be included in each such series and may fix the designations, preferences, powers and other rights of the shares of a series of preferred stock. The Board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of its common stock. As of June 30, 2017 and December 31, 2016, there were no shares of preferred stock outstanding. Common Stock Prior to October 31, 2016, the Company's certificate of incorporation, as amended and restated, authorized three classes of common stock: Class A common stock, Class B common stock and common stock. On October 31, 2016, each share of the Company's Class A common stock and Class B common stock automatically converted into a single class of common stock pursuant to the terms of the Company's sixth amended and restated certificate of incorporation. Upon conversion, all shares of Class A common stock and Class B common stock were retired. Pursuant to the Company's restated certificate of incorporation, the Board has the authority to issue up to a total of 2,010,000,000 shares of common stock. Each holder of common stock shall be entitled to one vote for each such share on any matter that is submitted to a vote of stockholders. In addition, holders of the common stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Prior to October 31, 2016, holders of Class A common stock and Class B common stock had identical rights, except that holders of Class A common stock were entitled to one vote per share and holders of Class B common stock were entitled to 150 votes per share. Share Repurchase Program The Board has authorized the Company to repurchase up to $700.0 million of its common stock through April 2018 under its current share repurchase program. During the three and six months ended June 30, 2017 , the Company purchased 7,185,453 and 14,522,134 shares, respectively, for an aggregate purchase price of $24.8 million and $50.9 million (including fees and commissions) under that repurchase program. As of June 30, 2017 , up to $144.3 million of common stock remained available for purchase under that program. The timing and amount of any share repurchases are determined based on market conditions, limitations under the Amended and Restated Credit Agreement, 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 June 30, 2017 , 67,455,159 shares of common stock were available for future issuance under the Plans. The Company recognized stock-based compensation expense from continuing operations of $21.4 million and $36.5 million for the three months ended June 30, 2017 and 2016 , respectively, and $41.1 million and $66.6 million for the six months ended June 30, 2017 and 2016 , respectively, related to stock awards issued under the Plans and acquisition-related awards. The Company recognized stock-based compensation expense from discontinued operations of $1.0 million for the three months ended June 30, 2016 and $0.2 million and $1.7 million for the six months ended June 30, 2017 and 2016 , respectively. The Company also capitalized $1.8 million and $2.8 million of stock-based compensation for the three months ended June 30, 2017 and 2016 , respectively, and $3.3 million and $5.0 million of stock-based compensation for the six months ended June 30, 2017 and 2016 , respectively, in connection with internally-developed software. As of June 30, 2017 , a total of $120.0 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 1.07 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 six months ended June 30, 2017 and 2016 , 877,845 and 618,319 shares of common stock were issued under the ESPP, 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. The table below summarizes activity regarding unvested restricted stock units granted under the Plans for the six months ended June 30, 2017 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2016 25,407,846 $ 5.18 Granted 18,147,526 $ 3.74 Vested (9,075,003 ) $ 5.27 Forfeited (4,060,667 ) $ 5.15 Unvested at June 30, 2017 30,419,702 $ 4.30 Performance Share Units During the six months ended June 30, 2017, 503,735 shares of the Company's common stock were issued upon vesting of performance share units granted in the previous year upon the Board's certification of the Company's financial and operational metrics for the year ended December 31, 2016. The weighted average grant date fair value of those shares was $3.78 per share. During the six months ended June 30, 2017, the Company granted additional performance share units to certain key employees. The vesting of those awards into shares of the Company's common stock is contingent upon the achievement of specified financial and operational targets for the year ending December 31, 2017 and is subject to both continued employment through the performance period and certification by the Board that the specified financial and operational targets have been achieved. The maximum number of common shares issuable upon vesting of those performance share units is 2,505,346 shares, the grant date fair value was $4.01 per share and the total grant date fair value of the shares for which the performance conditions are expected to be met was $5.0 million . Performance Bonus Awards If bonus amounts earned under the Company's primary employee bonus plans exceed targeted bonus amounts because specified financial metrics of the Company exceed the performance conditions set forth in those plans, such excess is required to be settled in the Company's common stock. The Company's obligation to issue shares for employee bonus amounts exceeding the specified bonus targets is accounted for separately as a liability-classified stock-based compensation arrangement with performance conditions. 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. There were no restricted stock awards granted, vested or forfeited during the six months ended June 30, 2017 . There were 1,219,018 unvested restricted stock awards as of June 30, 2017 with a weighted-average grant date fair value of $4.76 . Stock Options The exercise price of stock options granted is equal to the fair value of the underlying stock on the date of grant. The contractual term for stock options expires ten years from the grant date. Stock options generally vested over a three or four -year period, with 25% of the awards vesting after one year and the remainder of the awards vesting on a monthly or quarterly basis thereafter. The table below summarizes the stock option activity for the six months ended June 30, 2017 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding and exercisable at December 31, 2016 991,172 $ 0.77 2.83 $ 2,527 Exercised (9,601 ) 1.97 Forfeited (1,501 ) 1.72 Outstanding and exercisable at June 30, 2017 980,070 $ 0.77 2.34 $ 3,009 (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 June 30, 2017 and December 31, 2016 , respectively. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING In September 2015, the Company commenced a restructuring plan 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 ceased operations in 17 countries within its International segment as part of the restructuring plan between September 2015 and March 2016. Those country exits, which generally comprised the Company's smallest international markets, resulted from a series of separate decisions made at different times during that period that were not part of an overall strategic shift. Costs related to the restructuring plan are classified as "Restructuring charges" on the condensed consolidated statements of operations. From the inception of its restructuring plan in September 2015 through June 30, 2017 , the Company has incurred cumulative costs for employee severance and benefits and other exit costs of $68.7 million under the plan. In addition to those costs, the Company has incurred cumulative long-lived asset impairment charges of $7.5 million resulting from its restructuring activities. The Company currently expects the actions under its restructuring plan to be substantially complete by September 2017. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the three months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 2,687 $ — $ 288 $ 2,975 International 86 — 1,523 1,609 Consolidated $ 2,773 $ — $ 1,811 $ 4,584 (1) The employee severance and benefit costs for the three months ended June 30, 2017 relates to the termination of approximately 150 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the six months ended June 30, 2017 (in thousands): Six Months Ended June 30, 2017 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 4,465 $ — $ 465 $ 4,930 International 609 — 1,776 2,385 Consolidated $ 5,074 $ — $ 2,241 $ 7,315 (1) The employee severance and benefit costs for the six months ended June 30, 2017 relates to the termination of approximately 350 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the three months ended June 30, 2016 (in thousands): Three Months Ended June 30, 2016 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 1,488 $ — $ 1,318 $ 2,806 International 12,565 — 331 12,896 Consolidated $ 14,053 $ — $ 1,649 $ 15,702 (1) The employee severance and benefit costs for the three months ended June 30, 2016 related to the termination of approximately 250 employees. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the six months ended June 30, 2016 (in thousands): Six Months Ended June 30, 2016 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 6,213 $ 45 $ 2,167 $ 8,425 International 18,165 — 625 18,790 Consolidated $ 24,378 $ 45 $ 2,792 $ 27,215 (1) The employee severance and benefit costs for the six months ended June 30, 2016 related to the termination of approximately 550 employees. The following table summarizes restructuring liability activity for each period (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of June 30, 2015 $ — $ — $ — Charges payable in cash 18,310 2,940 21,250 Cash payments (8,862 ) (746 ) (9,608 ) Foreign currency translation (576 ) 3 (573 ) Balance as of December 31, 2015 $ 8,872 $ 2,197 $ 11,069 Charges payable in cash 29,416 6,063 35,479 Cash payments (23,729 ) (5,988 ) (29,717 ) Foreign currency translation (424 ) (12 ) (436 ) Balance as of December 31, 2016 $ 14,135 $ 2,260 $ 16,395 Charges payable in cash 5,074 2,241 7,315 Cash payments (14,448 ) (4,305 ) (18,753 ) Foreign currency translation 526 28 554 Balance as of June 30, 2017 $ 5,287 $ 224 $ 5,511 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 , the Company recorded income tax expense from continuing operations of $3.9 million on a pretax loss from continuing operations of $1.5 million . For the three months ended June 30, 2016 , the Company recorded an income tax benefit from continuing operations of $2.2 million on a pretax loss from continuing operations of $51.0 million . For the six months ended June 30, 2017 , the Company recorded income tax expense from continuing operations of $8.5 million on a pretax loss from continuing operations of $17.8 million . For the six months ended June 30, 2016 , the Company recorded an income tax benefit from continuing operations of $1.2 million on a pretax loss from continuing operations of $93.5 million . The Company's U.S. statutory rate is 35% . The primary factor impacting the effective tax rate for the three and six months ended June 30, 2017 and 2016 was the pretax losses incurred by the Company's operations in jurisdictions that have valuation allowances against their net deferred tax assets, including the United States. 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 June 30, 2017 , the Company believes that it is reasonably possible that reductions of up to $36.1 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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. 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 investments and available-for-sale securities - See Note 4, Investments , for a 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 had 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 were 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 used an income approach to value contingent consideration obligations based on future financial performance, which was determined based on the present value of probability-weighted future cash flows. The Company 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. 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 June 30, 2017 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 122,336 $ 122,336 $ — $ — Fair value option investments 81,439 — — 81,439 Available-for-sale securities: Convertible debt securities 10,868 — — 10,868 Redeemable preferred shares 15,923 — — 15,923 Fair Value Measurement at Reporting Date Using Description December 31, 2016 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 202,241 $ 202,241 $ — $ — Fair value option investments 82,584 — — 82,584 Available-for-sale securities: Convertible debt securities 10,038 — — 10,038 Redeemable preferred shares 17,444 — — 17,444 Liabilities: Contingent consideration 14,588 — — 14,588 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Assets Fair value option investments: Beginning Balance $ 82,887 $ 129,625 $ 82,584 $ 130,725 Total gains (losses) included in earnings (1,448 ) (4,607 ) (1,145 ) (5,707 ) Ending Balance $ 81,439 $ 125,018 $ 81,439 $ 125,018 Unrealized gains (losses) still held (1) $ (1,448 ) $ (4,607 ) $ (1,145 ) $ (5,707 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ 11,931 $ 10,173 $ 10,038 $ 10,116 Purchase of convertible debt security — — 1,612 — Proceeds at maturity of convertible debt security (1,843 ) — (1,843 ) — Total gains (losses) included in other comprehensive income (loss) (575 ) 201 (533 ) 220 Total gains (losses) included in earnings (2) 1,355 199 1,594 237 Ending Balance $ 10,868 $ 10,573 $ 10,868 $ 10,573 Unrealized gains (losses) still held (1) $ 512 $ 400 $ 816 $ 457 Redeemable preferred shares: Beginning Balance $ 17,788 $ 22,699 $ 17,444 $ 22,834 Total gains (losses) included in other comprehensive income (loss) (1,865 ) (356 ) (1,521 ) (491 ) Ending Balance $ 15,923 $ 22,343 $ 15,923 $ 22,343 Unrealized (losses) gains still held (1) $ (1,865 ) $ (356 ) $ (1,521 ) $ (491 ) Liabilities Contingent Consideration: Beginning Balance $ 14,600 $ 13,938 $ 14,588 $ 10,781 Settlements of contingent consideration liabilities (7,858 ) — (7,858 ) — Reclass to non-fair value liabilities when no longer contingent (6,778 ) — (6,778 ) (285 ) Total losses (gains) included in earnings (3) 36 850 48 4,292 Ending Balance $ — $ 14,788 $ — $ 14,788 Unrealized losses (gains) still held (1) $ — $ 850 $ — $ 4,166 (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of an embedded derivative. (3) Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment. The Company did not record any significant nonrecurring fair value measurements after initial recognition for the three and six months ended June 30, 2017 and 2016 . Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the condensed consolidated financial statements (in thousands): June 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 33,206 $ 42,977 $ 31,816 $ 35,369 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 June 30, 2017 and December 31, 2016 due to their short-term nature. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | INCOME (LOSS) PER SHARE 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 securities outstanding during the period. Potentially dilutive securities include stock options, restricted stock units, performance share units, unvested restricted stock awards, ESPP shares, warrants and convertible senior notes. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share by application of the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method. Each share of the Company's Class A and Class B common stock automatically converted into a single class of common stock on October 31, 2016. Refer to Note 8, Stockholders’ Equity and Compensation Arrangements, for additional information. Prior to the conversion, the Company computed net income (loss) per share of Class A and Class B common stock using the two-class method. Under the two-class method, the undistributed earnings for each period were 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 were identical for Class A and Class B common shares, the undistributed earnings were allocated on a proportionate basis. Under the two-class method, the computation of diluted net income (loss) per share of Class A common stock would reflect the conversion of Class B common stock, if dilutive, while the computation of diluted net income (loss) per share of Class B common stock would not reflect the conversion of those shares. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and six months ended June 30, 2017 (in thousands, except share amounts and per share amounts): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (5,403 ) $ (26,272 ) Less: Net income (loss) attributable to noncontrolling interests 2,547 6,579 Net income (loss) attributable to common stockholders - continuing operations $ (7,950 ) $ (32,851 ) Net income (loss) attributable to common stockholders - discontinued operations (1,376 ) (889 ) Net income (loss) attributable to common stockholders $ (9,326 ) $ (33,740 ) Denominator Weighted-average common shares outstanding 559,762,180 560,978,712 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.01 ) $ (0.06 ) Discontinued operations (0.01 ) — Basic and diluted net income (loss) per share $ (0.02 ) $ (0.06 ) (1) The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three and six months ended June 30, 2017 as their effect on net income (loss) per share from continuing operations was antidilutive. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and six months ended June 30, 2016 (in thousands, except share amounts and per share amounts): Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (48,565 ) $ (203 ) $ (91,923 ) $ (384 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 3,160 13 6,668 28 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (51,725 ) $ (216 ) $ (98,591 ) $ (412 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations (2,951 ) (12 ) (4,999 ) (21 ) Allocation of net income (loss) attributable to common stockholders $ (54,676 ) $ (228 ) $ (103,590 ) $ (433 ) Denominator — — Weighted-average common shares outstanding 574,503,028 2,399,976 577,427,365 2,399,976 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.09 ) $ (0.09 ) $ (0.17 ) $ (0.17 ) Discontinued operations (0.01 ) (0.01 ) (0.01 ) (0.01 ) Basic and diluted net income (loss) per share $ (0.10 ) $ (0.10 ) $ (0.18 ) $ (0.18 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three and six months ended June 30, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. The following weighted-average outstanding potentially-dilutive securities 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options 1,052,147 1,241,917 1,055,030 1,353,100 Restricted stock units 30,134,808 35,796,752 27,247,728 36,992,033 Restricted stock 1,219,018 1,219,018 1,219,018 1,456,165 ESPP shares 1,165,910 1,219,133 1,225,480 1,315,666 Performance share units — — 167,912 — Convertible senior notes 46,296,300 44,261,298 46,296,300 22,130,649 Warrants 46,296,300 26,455,029 46,296,300 13,227,514 Total 126,164,483 110,193,147 123,507,768 76,475,127 In addition to the antidilutive securities as set forth in the table above, the Company had outstanding performance share units as of June 30, 2017 and 2016 that were eligible to vest into up to 2,505,346 and 778,092 shares of common stock, respectively, subject to the achievement of specified performance conditions. 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 six months ended June 30, 2017 and 2016 as the performance conditions were not satisfied as of the end of the period. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The segment information reported in the tables below reflects the operating results that are regularly reviewed by the Company's chief operating decision maker to assess performance and make resource allocation decisions. The Company previously organized its operations into three operating segments: North America, EMEA and Rest of World. As a result of the dispositions discussed in Note 2, Discontinued Operations , which represented a substantial majority of the Company's international operations outside of EMEA and resulted in changes to the Company's internal reporting and leadership structure, the Company updated its segments in the first quarter of 2017 to report two operating segments: North America and International. The Company's operating segments continue to be the same as its reportable segments. In addition, the Company has changed its measure of segment profitability in the first quarter of 2017. Historically, segment operating results reflected operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net. In connection with the internal reporting changes in the first quarter of 2017, the measure of segment profitability has been changed to operating income (loss), unadjusted. Prior period segment information has been retrospectively adjusted to reflect those changes. The Company offers goods and services through its online local commerce marketplaces in three primary categories: Local, Goods and Travel. The Company also earns advertising revenue and commission revenue generated when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. Revenue and gross profit from those 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 revenue by reportable segment for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 North America Local - Third-party and other $ 207,534 $ 184,139 $ 408,079 $ 376,292 Goods: Third-party 4,112 2,364 5,816 4,354 Direct 217,946 309,018 468,592 594,774 Travel - Third-party 22,320 21,401 42,782 42,315 Total North America revenue (1) $ 451,912 $ 516,922 $ 925,269 $ 1,017,735 International Local - Third-party and other $ 66,108 $ 67,956 $ 129,683 $ 136,863 Goods: Third-party 4,984 7,076 9,268 20,290 Direct 128,819 120,166 250,227 223,216 Travel - Third-party 10,796 11,640 21,798 24,091 Total International revenue (1) $ 210,707 $ 206,838 $ 410,976 $ 404,460 (1) North America includes revenue from the United States of $442.7 million and $508.8 million for the three months ended June 30, 2017 and 2016 , respectively, and $907.4 million and $1,001.4 million for the six months ended June 30, 2017 and 2016 , respectively. International includes revenue from the United Kingdom of $74.4 million and $78.4 million for the three months ended June 30, 2017 and 2016 , respectively, and $139.9 million and $152.4 million for the six months ended June 30, 2017 and 2016 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and six months ended June 30, 2017 and 2016 . In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. The Company updated its attribution of revenue by country in the current period to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. The following table summarizes gross profit by reportable segment for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 North America Local - Third-party and other $ 179,609 $ 158,812 $ 348,951 $ 322,830 Goods: Third-party 3,207 2,019 4,514 3,692 Direct 33,289 40,009 68,412 74,549 Travel - Third-party 17,755 16,334 32,920 32,046 Total North America gross profit $ 233,860 $ 217,174 $ 454,797 $ 433,117 International Local - Third-party and other $ 62,303 $ 62,970 $ 121,497 $ 127,191 Goods: Third-party 4,506 5,848 8,161 17,551 Direct 17,402 18,901 33,031 35,894 Travel - Third-party 9,996 10,484 20,032 21,726 Total International gross profit $ 94,207 $ 98,203 $ 182,721 $ 202,362 The following table summarizes operating income by reportable segment for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Operating income (loss) (1) (2) (3) : North America $ (12,033 ) $ (31,284 ) $ (26,816 ) $ (73,218 ) International $ 4,635 (8,469 ) $ 7,738 (11,683 ) Total operating income (loss) $ (7,398 ) $ (39,753 ) $ (19,078 ) $ (84,901 ) (1) Includes stock-based compensation of $20.0 million and $31.8 million for North America and $1.3 million and $4.9 million for International for the three months ended June 30, 2017 and 2016 , respectively, and $38.3 million and $58.9 million for North America and $2.7 million and $7.7 million for International for the six months ended June 30, 2017 and 2016 , respectively. (2) Includes acquisition-related (benefit) expense, net of $0.8 million and $4.3 million for North America for the three and six months ended June 30, 2016 , respectively. (3) Includes restructuring charges of $3.0 million and $2.8 million for North America and $1.6 million and $12.9 million (which includes $2.2 million of stock-based compensation) for International for the three months ended June 30, 2017 and 2016 , respectively, and $4.9 million and $8.4 million (which includes $2.6 million of stock-based compensation) for North America and $2.4 million and $18.8 million (which includes $2.1 million of stock-based compensation) for International for the six months ended June 30, 2017 and 2016 , respectively. The following table summarizes the Company's total assets by reportable segment as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 North America (1) $ 896,077 $ 1,122,261 International (1) 531,360 563,864 Assets of discontinued operations — 75,252 Consolidated total assets $ 1,427,437 $ 1,761,377 (1) North America contains assets from the United States of $821.3 million and $1,057.6 million as of June 30, 2017 and December 31, 2016 , respectively. International contains assets from Ireland of $143.9 million and $203.2 million as of June 30, 2017 and December 31, 2016 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of June 30, 2017 and December 31, 2016 . |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT In July 2017, the Company reached a decision to cease most of its food delivery operations by the end of the third quarter 2017 and it entered into a long-term commercial agreement with a subsidiary of Grubhub Inc. ("Grubhub") that will allow the Company to provide customers with the ability to order food delivery through the Company’s websites and mobile applications in the United States from Grubhub’s network of restaurant merchants. Additionally, on July 31, 2017, the Company entered into an agreement to sell customer lists and other intangible assets in certain food delivery markets to Grubhub for $20.0 million . The related asset purchase agreement contains customary representations, warranties and covenants and that sale transaction is expected to close in the third or fourth quarter of 2017. For the quarterly period ending September 30, 2017, the Company’s restructuring cost associated with ceasing most of its food delivery operations is expected to be approximately $2.0 million , primarily relating to employee severance, and its gain on the asset sale is expected to be approximately $17.0 million to $18.0 million . |
Description of Business and B23
Description of Business and Basis of Presentation Description of Business, Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 used 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 and O24
Discontinued Operations and Other Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 (1) (2) 2016 2017 (1) 2016 Third-party and other revenue $ — $ 23,553 $ 12,602 $ 48,492 Direct revenue — 8,717 2,962 17,314 Third-party and other cost of revenue — (5,691 ) (2,557 ) (11,412 ) Direct cost of revenue — (8,368 ) (3,098 ) (16,957 ) Marketing expense — (2,813 ) (1,239 ) (5,283 ) Selling, general and administrative expense (1,376 ) (18,431 ) (11,284 ) (36,441 ) Restructuring — (383 ) (778 ) (1,314 ) Other income, net — 492 3,852 1,360 Income (loss) from discontinued operations before loss on dispositions and provision for income taxes (1,376 ) (2,924 ) 460 (4,241 ) Loss on dispositions — — (1,268 ) — Provision for income taxes — (39 ) (81 ) (779 ) Income (loss) from discontinued operations, net of tax $ (1,376 ) $ (2,963 ) $ (889 ) $ (5,020 ) (1) The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three and six months ended June 30, 2017 includes the results of each business through its respective disposition date. (2) Selling, general and administrative expense from discontinued operations for the three months ended June 30, 2017 primarily relates to increases to contingent liabilities under indemnification agreements. See Note 7, Commitments and Contingencies , for information about indemnification obligations related to discontinued operations. The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as discontinued operations in the consolidated balance sheet as of December 31, 2016 (in thousands): December 31, 2016 Cash $ 28,866 Accounts receivable, net 15,386 Prepaid expenses and other current assets 18,994 Property, equipment and software, net 1,554 Goodwill 9,411 Other non-current assets 1,041 Assets of discontinued operations $ 75,252 Accounts payable $ 722 Accrued merchant and supplier payables 29,705 Accrued expenses and other current liabilities 16,625 Deferred income taxes 2,501 Other non-current liabilities 426 Liabilities of discontinued operations $ 49,979 Other Dispositions Groupon Russia On April 12, 2016, the Company sold its subsidiary in Russia ("Groupon Russia"). The Company recognized a pretax gain on the disposition of $8.9 million , consisting of Groupon Russia's $1.6 million negative net book value upon the closing of the transaction and its $7.7 million cumulative translation gain, which was reclassified to earnings, less $0.4 million in transaction costs. The Company did not receive any proceeds in connection with the transaction. Breadcrumb On May 9, 2016, the Company sold its point of sale business ("Breadcrumb") in exchange for a minority investment in the acquirer. See Note 4, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $0.4 million , which represents the excess of (a) $8.2 million in net consideration received, consisting of the $8.3 million fair value of the investment acquired, less $0.1 million in transaction costs, over (b) the $7.8 million net book value of Breadcrumb upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 (in thousands): North America EMEA Rest of World International Consolidated Balance as of December 31, 2016 $ 178,685 $ 89,747 $ 6,119 $ — $ 274,551 Foreign currency translation — — — 7,460 7,460 Reallocation to new segment — (89,747 ) (6,119 ) 95,866 — Balance as of June 30, 2017 $ 178,685 $ — $ — $ 103,326 $ 282,011 |
Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following tables summarize the Company's intangible assets (in thousands): June 30, 2017 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 61,011 $ 45,649 $ 15,362 Merchant relationships 12,489 9,713 2,776 Trade names 11,909 9,062 2,847 Developed technology 36,480 32,399 4,081 Patents 18,117 14,572 3,545 Other intangible assets 14,165 10,520 3,645 Total $ 154,171 $ 121,915 $ 32,256 December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 59,340 $ 40,002 $ 19,338 Merchant relationships 12,015 8,475 3,540 Trade names 11,534 8,004 3,530 Developed technology 38,388 30,197 8,191 Patents 17,259 14,020 3,239 Other intangible assets 14,044 8,967 5,077 Total $ 152,580 $ 109,665 $ 42,915 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2017 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2017 $ 9,209 2018 14,871 2019 6,738 2020 1,069 2021 325 Thereafter 44 Total $ 32,256 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cost and Equity Method Investments | The following table summarizes the Company's investments (dollars in thousands): June 30, 2017 Percent Ownership of Voting Stock December 31, 2016 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 10,868 $ 10,038 Redeemable preferred shares 15,923 19% to 25% 17,444 19% to 25% Total available-for-sale securities 26,791 27,482 Cost method investments 33,206 1% to 19% 31,816 1% to 19% Fair value option investments 81,439 10% to 36% 82,584 41% Total investments $ 141,436 $ 141,882 |
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 June 30, 2017 and December 31, 2016 , respectively (in thousands): June 30, 2017 December 31, 2016 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ 9,815 $ 1,078 $ (25 ) $ 10,868 $ 8,453 $ 1,691 $ (106 ) $ 10,038 Redeemable preferred shares 18,375 — (2,452 ) 15,923 18,375 — (931 ) 17,444 Total available-for-sale securities $ 28,190 $ 1,078 $ (2,477 ) $ 26,791 $ 26,828 $ 1,691 $ (1,037 ) $ 27,482 (1) |
Supplemental Consolidated Bal27
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Schedule of Other Income (Expense) | The following table summarizes the Company's other income (expense), net for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest income $ 659 $ 376 $ 1,261 $ 709 Interest expense (4,948 ) (5,232 ) (10,267 ) (6,074 ) Gains (losses), net on changes in fair value of investments (1,448 ) (4,607 ) (1,145 ) (5,707 ) Foreign currency gains (losses), net (1) 10,826 (1,636 ) 10,877 4,007 Other 789 (154 ) 550 (1,570 ) Other income (expense), net $ 5,878 $ (11,253 ) $ 1,276 $ (8,635 ) (1) Foreign currency gains (losses), net for the three and six months ended June 30, 2016 includes a $1.8 million and $0.3 million , respectively, of cumulative translation gains that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 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 June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Finished goods inventories $ 24,346 $ 31,042 Prepaid expenses 49,149 34,132 Income taxes receivable 12,093 11,495 Value-added tax receivable 10,910 5,965 Other 11,029 11,807 Total prepaid expenses and other current assets $ 107,527 $ 94,441 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes the Company's accrued merchant and supplier payables as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Accrued merchant payables $ 429,925 $ 428,187 Accrued supplier payables (1) 176,095 342,805 Total accrued merchant and supplier payables $ 606,020 $ 770,992 (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 June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Refunds reserve $ 26,237 $ 33,104 Compensation and benefits 52,781 55,590 Customer credits 43,399 42,003 Restructuring-related liabilities 5,511 16,395 Income taxes payable 12,681 10,847 Deferred revenue 33,720 35,890 Current portion of capital lease obligations 29,497 28,889 Other 125,172 143,738 Total accrued expenses and other current liabilities $ 328,998 $ 366,456 |
Schedule of Other Liabilities, Noncurrent | The following table summarizes the Company's other non-current liabilities as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Long-term tax liabilities $ 45,857 $ 41,611 Capital lease obligations 19,820 19,719 Other 36,301 38,298 Total other non-current liabilities $ 101,978 $ 99,628 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the components of accumulated other comprehensive income (loss) as of June 30, 2017 and December 31, 2016 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance as of December 31, 2016 $ 58,249 $ 388 $ (585 ) $ 58,052 Other comprehensive income (loss) before reclassification adjustments (7,320 ) (713 ) — (8,033 ) Reclassification adjustments included in net income (loss) (14,905 ) (1,341 ) 585 (15,661 ) Other comprehensive income (loss) (22,225 ) (2,054 ) 585 (23,694 ) Balance as of June 30, 2017 $ 36,024 $ (1,666 ) $ — $ 34,358 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Instrument [Line Items] | |
Schedule of Convertible Debt Interest Expense [Table Text Block] | During the three and six months ended June 30, 2017 , the Company recognized interest cost on the Notes as follows (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Three and Six Months Ended June 30, 2016 Contractual interest cost based on 3.25% of the principal amount per annum $ 2,032 $ 4,064 $ 2,031 Amortization of debt discount 2,655 5,242 2,396 Total interest cost $ 4,687 $ 9,306 $ 4,427 |
Convertible Debt [Table Text Block] | The carrying amount of the Notes consisted of the following (in thousands): June 30, 2017 December 31, 2016 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (65,763 ) (71,005 ) Net carrying amount of liability component $ 184,237 $ 178,995 Net carrying amount of equity component $ 67,014 $ 67,014 |
Stockholders' Equity and Comp29
Stockholders' Equity and Compensation Arrangements Share - Based Compensation Activity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The table below summarizes the stock option activity for the six months ended June 30, 2017 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding and exercisable at December 31, 2016 991,172 $ 0.77 2.83 $ 2,527 Exercised (9,601 ) 1.97 Forfeited (1,501 ) 1.72 Outstanding and exercisable at June 30, 2017 980,070 $ 0.77 2.34 $ 3,009 (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 June 30, 2017 and December 31, 2016 , 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 six months ended June 30, 2017 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2016 25,407,846 $ 5.18 Granted 18,147,526 $ 3.74 Vested (9,075,003 ) $ 5.27 Forfeited (4,060,667 ) $ 5.15 Unvested at June 30, 2017 30,419,702 $ 4.30 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 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 June 30, 2016 (in thousands): Three Months Ended June 30, 2016 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 1,488 $ — $ 1,318 $ 2,806 International 12,565 — 331 12,896 Consolidated $ 14,053 $ — $ 1,649 $ 15,702 (1) The employee severance and benefit costs for the three months ended June 30, 2016 related to the termination of approximately 250 employees. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the three months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 2,687 $ — $ 288 $ 2,975 International 86 — 1,523 1,609 Consolidated $ 2,773 $ — $ 1,811 $ 4,584 (1) The employee severance and benefit costs for the three months ended June 30, 2017 relates to the termination of approximately 150 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the six months ended June 30, 2017 (in thousands): Six Months Ended June 30, 2017 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 4,465 $ — $ 465 $ 4,930 International 609 — 1,776 2,385 Consolidated $ 5,074 $ — $ 2,241 $ 7,315 (1) The employee severance and benefit costs for the six months ended June 30, 2017 relates to the termination of approximately 350 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the six months ended June 30, 2016 (in thousands): Six Months Ended June 30, 2016 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 6,213 $ 45 $ 2,167 $ 8,425 International 18,165 — 625 18,790 Consolidated $ 24,378 $ 45 $ 2,792 $ 27,215 (1) The employee severance and benefit costs for the six months ended June 30, 2016 related to the termination of approximately 550 employees. |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes restructuring liability activity for each period (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of June 30, 2015 $ — $ — $ — Charges payable in cash 18,310 2,940 21,250 Cash payments (8,862 ) (746 ) (9,608 ) Foreign currency translation (576 ) 3 (573 ) Balance as of December 31, 2015 $ 8,872 $ 2,197 $ 11,069 Charges payable in cash 29,416 6,063 35,479 Cash payments (23,729 ) (5,988 ) (29,717 ) Foreign currency translation (424 ) (12 ) (436 ) Balance as of December 31, 2016 $ 14,135 $ 2,260 $ 16,395 Charges payable in cash 5,074 2,241 7,315 Cash payments (14,448 ) (4,305 ) (18,753 ) Foreign currency translation 526 28 554 Balance as of June 30, 2017 $ 5,287 $ 224 $ 5,511 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 122,336 $ 122,336 $ — $ — Fair value option investments 81,439 — — 81,439 Available-for-sale securities: Convertible debt securities 10,868 — — 10,868 Redeemable preferred shares 15,923 — — 15,923 Fair Value Measurement at Reporting Date Using Description December 31, 2016 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 202,241 $ 202,241 $ — $ — Fair value option investments 82,584 — — 82,584 Available-for-sale securities: Convertible debt securities 10,038 — — 10,038 Redeemable preferred shares 17,444 — — 17,444 Liabilities: Contingent consideration 14,588 — — 14,588 |
Fair Value, Assets and Liabilities, Reconciliation of Level 3 Inputs [Table Text Block] | The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Assets Fair value option investments: Beginning Balance $ 82,887 $ 129,625 $ 82,584 $ 130,725 Total gains (losses) included in earnings (1,448 ) (4,607 ) (1,145 ) (5,707 ) Ending Balance $ 81,439 $ 125,018 $ 81,439 $ 125,018 Unrealized gains (losses) still held (1) $ (1,448 ) $ (4,607 ) $ (1,145 ) $ (5,707 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ 11,931 $ 10,173 $ 10,038 $ 10,116 Purchase of convertible debt security — — 1,612 — Proceeds at maturity of convertible debt security (1,843 ) — (1,843 ) — Total gains (losses) included in other comprehensive income (loss) (575 ) 201 (533 ) 220 Total gains (losses) included in earnings (2) 1,355 199 1,594 237 Ending Balance $ 10,868 $ 10,573 $ 10,868 $ 10,573 Unrealized gains (losses) still held (1) $ 512 $ 400 $ 816 $ 457 Redeemable preferred shares: Beginning Balance $ 17,788 $ 22,699 $ 17,444 $ 22,834 Total gains (losses) included in other comprehensive income (loss) (1,865 ) (356 ) (1,521 ) (491 ) Ending Balance $ 15,923 $ 22,343 $ 15,923 $ 22,343 Unrealized (losses) gains still held (1) $ (1,865 ) $ (356 ) $ (1,521 ) $ (491 ) Liabilities Contingent Consideration: Beginning Balance $ 14,600 $ 13,938 $ 14,588 $ 10,781 Settlements of contingent consideration liabilities (7,858 ) — (7,858 ) — Reclass to non-fair value liabilities when no longer contingent (6,778 ) — (6,778 ) (285 ) Total losses (gains) included in earnings (3) 36 850 48 4,292 Ending Balance $ — $ 14,788 $ — $ 14,788 Unrealized losses (gains) still held (1) $ — $ 850 $ — $ 4,166 (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of an embedded derivative. (3) Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the 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 condensed consolidated financial statements (in thousands): June 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 33,206 $ 42,977 $ 31,816 $ 35,369 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 common stock for the three and six months ended June 30, 2017 (in thousands, except share amounts and per share amounts): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (5,403 ) $ (26,272 ) Less: Net income (loss) attributable to noncontrolling interests 2,547 6,579 Net income (loss) attributable to common stockholders - continuing operations $ (7,950 ) $ (32,851 ) Net income (loss) attributable to common stockholders - discontinued operations (1,376 ) (889 ) Net income (loss) attributable to common stockholders $ (9,326 ) $ (33,740 ) Denominator Weighted-average common shares outstanding 559,762,180 560,978,712 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.01 ) $ (0.06 ) Discontinued operations (0.01 ) — Basic and diluted net income (loss) per share $ (0.02 ) $ (0.06 ) (1) The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three and six months ended June 30, 2017 as their effect on net income (loss) per share from continuing operations was antidilutive. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and six months ended June 30, 2016 (in thousands, except share amounts and per share amounts): Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (48,565 ) $ (203 ) $ (91,923 ) $ (384 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 3,160 13 6,668 28 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (51,725 ) $ (216 ) $ (98,591 ) $ (412 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations (2,951 ) (12 ) (4,999 ) (21 ) Allocation of net income (loss) attributable to common stockholders $ (54,676 ) $ (228 ) $ (103,590 ) $ (433 ) Denominator — — Weighted-average common shares outstanding 574,503,028 2,399,976 577,427,365 2,399,976 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.09 ) $ (0.09 ) $ (0.17 ) $ (0.17 ) Discontinued operations (0.01 ) (0.01 ) (0.01 ) (0.01 ) Basic and diluted net income (loss) per share $ (0.10 ) $ (0.10 ) $ (0.18 ) $ (0.18 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three and six months ended June 30, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average outstanding potentially-dilutive securities 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options 1,052,147 1,241,917 1,055,030 1,353,100 Restricted stock units 30,134,808 35,796,752 27,247,728 36,992,033 Restricted stock 1,219,018 1,219,018 1,219,018 1,456,165 ESPP shares 1,165,910 1,219,133 1,225,480 1,315,666 Performance share units — — 167,912 — Convertible senior notes 46,296,300 44,261,298 46,296,300 22,130,649 Warrants 46,296,300 26,455,029 46,296,300 13,227,514 Total 126,164,483 110,193,147 123,507,768 76,475,127 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes operating income by reportable segment for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Operating income (loss) (1) (2) (3) : North America $ (12,033 ) $ (31,284 ) $ (26,816 ) $ (73,218 ) International $ 4,635 (8,469 ) $ 7,738 (11,683 ) Total operating income (loss) $ (7,398 ) $ (39,753 ) $ (19,078 ) $ (84,901 ) (1) Includes stock-based compensation of $20.0 million and $31.8 million for North America and $1.3 million and $4.9 million for International for the three months ended June 30, 2017 and 2016 , respectively, and $38.3 million and $58.9 million for North America and $2.7 million and $7.7 million for International for the six months ended June 30, 2017 and 2016 , respectively. (2) Includes acquisition-related (benefit) expense, net of $0.8 million and $4.3 million for North America for the three and six months ended June 30, 2016 , respectively. (3) Includes restructuring charges of $3.0 million and $2.8 million for North America and $1.6 million and $12.9 million (which includes $2.2 million of stock-based compensation) for International for the three months ended June 30, 2017 and 2016 , respectively |
Schedule of Segment Assets | The following table summarizes the Company's total assets by reportable segment as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 North America (1) $ 896,077 $ 1,122,261 International (1) 531,360 563,864 Assets of discontinued operations — 75,252 Consolidated total assets $ 1,427,437 $ 1,761,377 (1) North America contains assets from the United States of $821.3 million and $1,057.6 million as of June 30, 2017 and December 31, 2016 , respectively. International contains assets from Ireland of $143.9 million and $203.2 million as of June 30, 2017 and December 31, 2016 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of June 30, 2017 and December 31, 2016 |
Third Party and Other and Direct Revenue | The following table summarizes revenue by reportable segment for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 North America Local - Third-party and other $ 207,534 $ 184,139 $ 408,079 $ 376,292 Goods: Third-party 4,112 2,364 5,816 4,354 Direct 217,946 309,018 468,592 594,774 Travel - Third-party 22,320 21,401 42,782 42,315 Total North America revenue (1) $ 451,912 $ 516,922 $ 925,269 $ 1,017,735 International Local - Third-party and other $ 66,108 $ 67,956 $ 129,683 $ 136,863 Goods: Third-party 4,984 7,076 9,268 20,290 Direct 128,819 120,166 250,227 223,216 Travel - Third-party 10,796 11,640 21,798 24,091 Total International revenue (1) $ 210,707 $ 206,838 $ 410,976 $ 404,460 (1) North America includes revenue from the United States of $442.7 million and $508.8 million for the three months ended June 30, 2017 and 2016 , respectively, and $907.4 million and $1,001.4 million for the six months ended June 30, 2017 and 2016 , respectively. International includes revenue from the United Kingdom of $74.4 million and $78.4 million for the three months ended June 30, 2017 and 2016 , respectively, and $139.9 million and $152.4 million for the six months ended June 30, 2017 and 2016 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and six months ended June 30, 2017 and 2016 . In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. |
Gross Profit by Category | The following table summarizes gross profit by reportable segment for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 North America Local - Third-party and other $ 179,609 $ 158,812 $ 348,951 $ 322,830 Goods: Third-party 3,207 2,019 4,514 3,692 Direct 33,289 40,009 68,412 74,549 Travel - Third-party 17,755 16,334 32,920 32,046 Total North America gross profit $ 233,860 $ 217,174 $ 454,797 $ 433,117 International Local - Third-party and other $ 62,303 $ 62,970 $ 121,497 $ 127,191 Goods: Third-party 4,506 5,848 8,161 17,551 Direct 17,402 18,901 33,031 35,894 Travel - Third-party 9,996 10,484 20,032 21,726 Total International gross profit $ 94,207 $ 98,203 $ 182,721 $ 202,362 |
Description of Business and B34
Description of Business and Basis of Presentation Adjustments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 3,234 |
Retained Earnings [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 3,234 |
Discontinued Operations and O35
Discontinued Operations and Other Dispositions (Details) - USD ($) $ in Thousands, number in Millions | Mar. 21, 2017 | Mar. 10, 2017 | Mar. 03, 2017 | May 09, 2016 | Apr. 12, 2016 | Mar. 09, 2017 | Feb. 14, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Feb. 16, 2017 | Dec. 31, 2016 | ||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Third party and other revenue | $ 315,854 | $ 294,576 | $ 617,426 | $ 604,205 | |||||||||||
Direct revenue | 346,765 | 429,184 | 718,819 | 817,990 | |||||||||||
Third party and other cost of revenue | (38,478) | (38,109) | (81,351) | (79,169) | |||||||||||
Direct cost of revenue | (296,074) | (370,274) | (617,376) | (707,547) | |||||||||||
Marketing expense | (100,658) | (89,180) | (187,000) | (176,475) | |||||||||||
Selling, general and administrative expense | (230,187) | (258,737) | (462,233) | (521,715) | |||||||||||
Restructuring Charges | (4,584) | (15,702) | (7,315) | (27,215) | |||||||||||
Other income, net | 5,878 | (11,253) | 1,276 | (8,635) | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 1,800 | 300 | |||||||||||||
Gain (Loss) on Disposition of Business | 0 | 9,339 | 0 | 9,339 | |||||||||||
Accounts receivable, net | 60,785 | 60,785 | $ 71,272 | ||||||||||||
Prepaid Expense and Other Assets, Current | 107,527 | 107,527 | 94,441 | ||||||||||||
Property, equipment and software, net | 162,577 | 162,577 | 169,452 | ||||||||||||
Goodwill | 282,011 | 282,011 | 274,551 | ||||||||||||
Assets, Noncurrent | 17,457 | 17,457 | 23,484 | ||||||||||||
Accrued merchant and supplier payable | 606,020 | 606,020 | 770,992 | ||||||||||||
Accrued Liabilities, Current | 328,998 | 328,998 | 366,456 | ||||||||||||
Deferred Tax Liabilities, Net, Noncurrent | 1,833 | 1,833 | 1,714 | ||||||||||||
Other Liabilities, Noncurrent | 36,301 | 36,301 | 38,298 | ||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Cash | 28,866 | ||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Third party and other revenue | 0 | 23,553 | 12,602 | 48,492 | |||||||||||
Direct revenue | 0 | 8,717 | 2,962 | 17,314 | |||||||||||
Third party and other cost of revenue | 0 | (5,691) | (2,557) | (11,412) | |||||||||||
Direct cost of revenue | 0 | (8,368) | (3,098) | (16,957) | |||||||||||
Marketing expense | 0 | (2,813) | (1,239) | (5,283) | |||||||||||
Selling, general and administrative expense | (1,376) | [1] | (18,431) | (11,284) | (36,441) | ||||||||||
Restructuring Charges | 0 | (383) | (778) | (1,314) | |||||||||||
Other income, net | 0 | 492 | 3,852 | 1,360 | |||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (1,376) | (2,924) | 460 | (4,241) | |||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 0 | 0 | (1,268) | 0 | |||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | [2] | (39) | (81) | [2] | (779) | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (1,376) | [2] | (2,963) | (889) | [2] | (5,020) | |||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | $ 0 | 14,718 | 0 | |||||||||||
Accounts receivable, net | 15,386 | ||||||||||||||
Prepaid Expense and Other Assets, Current | 18,994 | ||||||||||||||
Property, equipment and software, net | 1,554 | ||||||||||||||
Goodwill | 9,411 | ||||||||||||||
Assets, Noncurrent | 1,041 | ||||||||||||||
Disposal Group, Including Discontinued Operation, Assets | $ 0 | 0 | 75,252 | ||||||||||||
Accounts Payable | 722 | ||||||||||||||
Accrued merchant and supplier payable | 29,705 | ||||||||||||||
Accrued Liabilities, Current | 16,625 | ||||||||||||||
Deferred Tax Liabilities, Net, Noncurrent | 2,501 | ||||||||||||||
Other Liabilities, Noncurrent | 426 | ||||||||||||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 49,979 | ||||||||||||||
Groupon Israel [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Business Disposition, Controlling Stake Sold, Percentage | 0.00% | ||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 400 | ||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 2,000 | ||||||||||||||
Professional Fees | $ 100 | ||||||||||||||
Net Book Value | 700 | ||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 200 | ||||||||||||||
Gain (Loss) on Disposition of Business | 1,800 | ||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 2,300 | ||||||||||||||
Groupon Singapore [Member] | |||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 1,600 | ||||||||||||||
Professional Fees | $ 500 | ||||||||||||||
Net Book Value | 500 | ||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 1,100 | ||||||||||||||
Gain (Loss) on Disposition of Business | 500 | ||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 1,100 | ||||||||||||||
Groupon Hong Kong [Member] | |||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 200 | ||||||||||||||
Professional Fees | $ 100 | ||||||||||||||
Net Book Value | $ 200 | ||||||||||||||
Gain (Loss) on Disposition of Business | 300 | ||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 100 | ||||||||||||||
Groupon Latin America [Member] | |||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 3,200 | ||||||||||||||
Professional Fees | $ 700 | ||||||||||||||
Net Book Value | $ 13,600 | ||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 15,700 | ||||||||||||||
Gain (Loss) on Disposition of Business | 2,900 | ||||||||||||||
Unfavorable Contract Liability | 2,100 | ||||||||||||||
Indemnification Liability | $ 5,400 | ||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,500 | ||||||||||||||
Groupon Russia [Member] | |||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Professional Fees | $ 400 | ||||||||||||||
Net Book Value | 1,600 | ||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 7,700 | ||||||||||||||
Gain (Loss) on Disposition of Business | $ 8,900 | ||||||||||||||
Breadcrumb [Member] | |||||||||||||||
Disposal Group Income Statement [Abstract] | |||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 8,300 | ||||||||||||||
Professional Fees | $ 100 | ||||||||||||||
Net Book Value | 7,800 | ||||||||||||||
Gain (Loss) on Disposition of Business | $ 400 | ||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 8,200 | ||||||||||||||
Capital Unit, Class B [Member] | Monster LP [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Fair-Value Option Investment, Recapitalization Transaction, Shares Exchanged | 61,484,539 | ||||||||||||||
[1] | (2)Selling, general and administrative expense from discontinued operations for the three months ended June 30, 2017 primarily relates to increases to contingent liabilities under indemnification agreements. See Note 7, Commitments and Contingencies, for information about indemnification obligations related to discontinued operations. | ||||||||||||||
[2] | The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three and six months ended June 30, 2017 includes the results of each business through its respective disposition date. |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets Goodwill Activity by Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 274,551 |
Foreign currency translation | 7,460 |
Goodwill, end of period | 282,011 |
North America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 178,685 |
Foreign currency translation | 0 |
Goodwill, end of period | 178,685 |
EMEA [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 89,747 |
Goodwill (Increase) Decrease, due to Segment Reallocation | (89,747) |
ROW [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 6,119 |
Goodwill (Increase) Decrease, due to Segment Reallocation | (6,119) |
International [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 0 |
Foreign currency translation | 7,460 |
Goodwill, end of period | 103,326 |
Goodwill (Increase) Decrease, due to Segment Reallocation | $ 95,866 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets Other Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | $ 154,171 | $ 152,580 |
Accumulated Amortization, Intangible Assets | 121,915 | 109,665 |
Net Carrying Value, Intangible Assets | 32,256 | 42,915 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 61,011 | 59,340 |
Accumulated Amortization, Intangible Assets | 45,649 | 40,002 |
Net Carrying Value, Intangible Assets | 15,362 | 19,338 |
Merchant relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 12,489 | 12,015 |
Accumulated Amortization, Intangible Assets | 9,713 | 8,475 |
Net Carrying Value, Intangible Assets | 2,776 | 3,540 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 11,909 | 11,534 |
Accumulated Amortization, Intangible Assets | 9,062 | 8,004 |
Net Carrying Value, Intangible Assets | 2,847 | 3,530 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 36,480 | 38,388 |
Accumulated Amortization, Intangible Assets | 32,399 | 30,197 |
Net Carrying Value, Intangible Assets | 4,081 | 8,191 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 18,117 | 17,259 |
Accumulated Amortization, Intangible Assets | 14,572 | 14,020 |
Net Carrying Value, Intangible Assets | 3,545 | 3,239 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 14,165 | 14,044 |
Accumulated Amortization, Intangible Assets | 10,520 | 8,967 |
Net Carrying Value, Intangible Assets | $ 3,645 | $ 5,077 |
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 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 6,200 | $ 4,500 | $ 11,583 | $ 9,235 |
Finite-Lived Intangible Assets, Net, Amortization Expense [Abstract] | ||||
Remaining amounts in 2016 | 9,209 | 9,209 | ||
2,017 | 14,871 | 14,871 | ||
2,018 | 6,738 | 6,738 | ||
2,019 | 1,069 | 1,069 | ||
2,020 | 325 | 325 | ||
Thereafter | 44 | 44 | ||
Total | $ 32,256 | $ 32,256 | ||
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 | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurement [Domain] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Equity method investments | $ 81,439 | $ 82,584 |
Available-for-sale securities | 26,791 | 27,482 |
Cost method investments | 33,206 | 31,816 |
Total investments | $ 141,436 | $ 141,882 |
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 | 19.00% | 19.00% |
Equity Method Investments, Ownership Percentage | 36.00% | |
Minimum [Member] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Available-for-Sale Securities, Ownership Percentage | 19.00% | 19.00% |
Cost Method Investments, Ownership Percentage | 1.00% | 1.00% |
Equity Method Investments, Ownership Percentage | 10.00% | 41.00% |
Convertible debt securities [Member] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Available-for-sale securities | $ 10,868 | $ 10,038 |
Redeemable preferred shares [Member] | ||
Schedule of Cost and Equity Method Investments [Line Items] | ||
Available-for-sale securities | $ 15,923 | $ 17,444 |
Investments Available-for-sale
Investments Available-for-sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | $ 2,500 | ||
Available-for-sale Securities, Amortized Cost Basis | 28,190 | $ 26,828 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 1,078 | 1,691 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (2,477) | (1,037) | |
Available-for-sale securities | 26,791 | 27,482 | |
Convertible debt securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | 9,815 | 8,453 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 1,078 | 1,691 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (25) | (106) | |
Available-for-sale securities | 10,868 | 10,038 | |
Redeemable preferred shares [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | 18,375 | 18,375 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | [1] | (2,452) | (931) |
Available-for-sale securities | $ 15,923 | $ 17,444 | |
Minimum [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Equity Method Investment, Ownership Percentage | 10.00% | 41.00% | |
AFS Debt Security, Ownership Percentage | 19.00% | 19.00% | |
Maximum [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Equity Method Investment, Ownership Percentage | 36.00% | ||
AFS Debt Security, Ownership Percentage | 25.00% | 25.00% | |
[1] | (1)As of June 30, 2017, one security in an unrealized loss position of $2.5 million has been in an unrealized loss position for greater than 12 months. |
Investments Fair Value Option I
Investments Fair Value Option Investment (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 14, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Feb. 01, 2017 | |
Gain (Loss) on Investments [Line Items] | |||||||
Assets, Current | $ 786,862 | $ 786,862 | $ 1,091,936 | ||||
Revenue | 662,619 | $ 723,760 | 1,336,245 | $ 1,422,195 | |||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (1,448) | (4,607) | (1,145) | (5,707) | |||
Gross Profit | 328,067 | 315,377 | 637,518 | 635,479 | |||
Other Assets, Noncurrent | 17,457 | 17,457 | 23,484 | ||||
Liabilities, Current | 953,407 | 953,407 | 1,213,051 | ||||
Liabilities, Noncurrent | 101,978 | 101,978 | 99,628 | ||||
GroupMax [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Equity method investments | 500 | 500 | 3,900 | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (1,300) | (3,300) | (3,400) | (4,300) | |||
Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Equity method investments | 80,900 | 80,900 | $ 78,700 | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 100 | 1,300 | $ 2,300 | $ 1,400 | |||
Fair Value Inputs, Discount Rate | 22.00% | 22.00% | |||||
Fair-Value Option Investments, Recapitalization Transaction, Ownership Percentage | 9.00% | ||||||
Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (4,607) | ||||||
Capital Unit, Class B [Member] | Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Fair-Value Option Investment, Recapitalization Transaction, Shares Exchanged | 61,484,539 | ||||||
Capital Unit, Class A-1 [Member] | Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Fair-Value Option Investment, Recapitalization Transaction, Shares Issued | 16,609,195 | ||||||
Fair-Value Option Investments, Recapitalization Transaction, Ownership Percentage | 57.00% | ||||||
Fair-Value Option Investments, Recapitalization Transaction, Liquidation Preference | $ 85,000 | ||||||
All Equityholders [Member] | Capital Unit, Class A-1 [Member] | Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Fair-Value Option Investments, Recapitalization Transaction, Liquidation Preference | $ 150,000 | ||||||
Minimum [Member] | Capital Unit, Class A-1 [Member] | Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Stock or Units Available for Distributions | 950,000,000 | ||||||
Maximum [Member] | Capital Unit, Class A-1 [Member] | Monster LP [Member] | |||||||
Gain (Loss) on Investments [Line Items] | |||||||
Stock or Units Available for Distributions | 1,494,000,000 |
Investments Other Investments (
Investments Other Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Cost-method Investments [Line Items] | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (1,448) | $ (4,607) | $ (1,145) | $ (5,707) |
Groupon Israel [Member] | ||||
Schedule of Cost-method Investments [Line Items] | ||||
Noncash or Part Noncash Acquisition, Investments Acquired | 400 | |||
Monster LP [Member] | ||||
Schedule of Cost-method Investments [Line Items] | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 100 | $ 1,300 | $ 2,300 | $ 1,400 |
Supplemental Consolidated Bal43
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | ||||
Interest and Other Income [Abstract] | ||||||||
Interest income | $ 659 | $ 376 | $ 1,261 | $ 709 | ||||
Interest expense | (4,948) | (5,232) | (10,267) | (6,074) | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (1,448) | (4,607) | (1,145) | (5,707) | ||||
Foreign exchange losses, net | 10,826 | (1,636) | [1] | 10,877 | 4,007 | [1] | ||
Other Noncash Income (Expense) | 789 | (154) | 550 | (1,570) | ||||
Other expense, net | 5,878 | (11,253) | 1,276 | (8,635) | ||||
Reclassification of amount included in net income (loss) from continuing operations | $ (1,800) | $ (300) | ||||||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||||
Finished goods inventories | 24,346 | 24,346 | $ 31,042 | |||||
Prepaid expenses | 49,149 | 49,149 | 34,132 | |||||
Income taxes receivable | 12,093 | 12,093 | 11,495 | |||||
VAT receivable | 10,910 | 10,910 | 5,965 | |||||
Other | 11,029 | 11,029 | 11,807 | |||||
Total prepaid expenses and other current assets | 107,527 | 107,527 | 94,441 | |||||
Merchant and Supplier Payables [Abstract] | ||||||||
Accrued merchant payables | 429,925 | 429,925 | 428,187 | |||||
Accrued supplier payables | [2] | 176,095 | 176,095 | 342,805 | ||||
Total accrued merchant and supplier payables | 606,020 | 606,020 | 770,992 | |||||
Accrued Expenses [Abstract] | ||||||||
Refunds reserve | 26,237 | 26,237 | 33,104 | |||||
Payroll and benefits | 52,781 | 52,781 | 55,590 | |||||
Customer credits | 43,399 | 43,399 | 42,003 | |||||
Restructuring Reserve, Current | 5,511 | 5,511 | 16,395 | |||||
Taxes Payable, Current | 12,681 | 12,681 | 10,847 | |||||
Deferred revenue | 33,720 | 33,720 | 35,890 | |||||
Capital lease obligations | 29,497 | 29,497 | 28,889 | |||||
Other | 125,172 | 125,172 | 143,738 | |||||
Total accrued expenses | 328,998 | 328,998 | 366,456 | |||||
Liabilities, Noncurrent [Abstract] | ||||||||
Long-term tax liabilities | 45,857 | 45,857 | 41,611 | |||||
Capital lease obligations | 19,820 | 19,820 | 19,719 | |||||
Other | 36,301 | 36,301 | 38,298 | |||||
Total other non-current liabilities | 101,978 | 101,978 | $ 99,628 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Beginning Balance, Equity | 265,062 | |||||||
Other comprehensive income (loss) before reclassification adjustments | (8,033) | |||||||
Reclassification adjustments included in net income (loss) | (15,661) | |||||||
Other comprehensive income (loss) | (23,694) | |||||||
Ending Balance, Equity | 185,982 | 185,982 | ||||||
Foreign Currency Translation Adjustment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Beginning Balance, Equity | 58,249 | |||||||
Other comprehensive income (loss) before reclassification adjustments | (7,320) | |||||||
Reclassification adjustments included in net income (loss) | (14,905) | |||||||
Other comprehensive income (loss) | (22,225) | |||||||
Ending Balance, Equity | 36,024 | 36,024 | ||||||
Unrealized Gain (Loss) On Available-For-Sale Securities [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Beginning Balance, Equity | 388 | |||||||
Other comprehensive income (loss) before reclassification adjustments | (713) | |||||||
Reclassification adjustments included in net income (loss) | (1,341) | |||||||
Other comprehensive income (loss) | (2,054) | |||||||
Ending Balance, Equity | (1,666) | (1,666) | ||||||
Pension Adjustment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Beginning Balance, Equity | (585) | |||||||
Other comprehensive income (loss) before reclassification adjustments | 0 | |||||||
Reclassification adjustments included in net income (loss) | 585 | |||||||
Other comprehensive income (loss) | 585 | |||||||
Ending Balance, Equity | 0 | 0 | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Beginning Balance, Equity | 58,052 | |||||||
Ending Balance, Equity | $ 34,358 | $ 34,358 | ||||||
[1] | Foreign currency gains (losses), net for the three and six months ended June 30, 2016 includes a $1.8 million and $0.3 million, respectively, of cumulative translation gains that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 9, Restructuring, for additional information. | |||||||
[2] | Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | May 09, 2016 | Apr. 04, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||
Interest Expense, Debt, Excluding Amortization | $ 2,032,000 | $ 2,031,000 | $ 4,064,000 | $ 2,031,000 | |||
Convertible Debt, Fair Value Disclosures | $ 246,100,000 | $ 246,100,000 | |||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 4 years 9 months | ||||||
Share Price | $ 3.84 | $ 3.84 | |||||
Hedging Activity, Shares Covered | 46,300,000 | ||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 46,300,000 | ||||||
Convertible Note Hedge, Strike Price | $ 5.40 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.50 | $ 8.50 | |||||
Debt Instrument, Face Amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||||
Debt Instrument, Unamortized Discount | (65,763,000) | (65,763,000) | (71,005,000) | ||||
Convertible Notes Payable, Noncurrent | 184,237,000 | 184,237,000 | 178,995,000 | ||||
Proceeds from Debt, Net of Issuance Costs | $ 243,200,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 185.1852 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 5.40 | ||||||
Proceeds from Issuance of Warrants | $ 0 | 35,495,000 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 150.00% | ||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.75% | 9.75% | |||||
Debt Issuance Cost | $ 6,800,000 | ||||||
Deferred Finance Costs, Net | 4,800,000 | $ 4,800,000 | |||||
Amortization of Debt Discount (Premium) | 2,655,000 | 2,396,000 | 5,242,000 | 2,396,000 | |||
Interest Expense, Debt | 4,687,000 | $ 4,427,000 | 9,306,000 | $ 4,427,000 | |||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Debt | $ 250,000,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 67,014,000 | $ 67,014,000 | |||||
Transaction Costs [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 2,000,000 | ||||||
Excluding Transaction Costs [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments for Derivative Instrument, Financing Activities | $ 59,100,000 |
Financing Arrangements Revolvin
Financing Arrangements Revolving Credit Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Apr. 04, 2016 | |
Line of Credit Facility [Line Items] | ||||||
Interest Expense, Debt, Excluding Amortization | $ 2,032,000 | $ 2,031,000 | $ 4,064,000 | $ 2,031,000 | ||
Cash Institution Covenant | 200,000,000 | 200,000,000 | ||||
Proceeds from Lines of Credit | 0 | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 250,000,000 | 250,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||
Unrestricted Cash Covenant | 400,000,000 | 400,000,000 | ||||
Letters of Credit Outstanding, Amount | 15,000,000 | 15,000,000 | $ 11,100,000 | |||
Amortization of Debt Discount (Premium) | 2,655,000 | 2,396,000 | 5,242,000 | 2,396,000 | ||
Interest Expense, Debt | 4,687,000 | $ 4,427,000 | 9,306,000 | $ 4,427,000 | ||
Letter of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45,000,000 | $ 45,000,000 | ||||
Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||
Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | |||||
Geographic Distribution, Domestic [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Securities Owned and Pledged as Collateral, Description | 1 | |||||
Geographic Distribution, Foreign [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Securities Owned and Pledged as Collateral, Description | 0.65 | |||||
Base Rate [Member] | Minimum [Member] | Letter of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | 0.50% | ||||
Base Rate [Member] | Maximum [Member] | Letter of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | 2.25% |
Commitments and Contingencies L
Commitments and Contingencies Legal Matters (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Mar. 09, 2017 |
Loss Contingencies [Line Items] | ||
Indemnification Liability, Maximum Exposure | $ 25 | |
Groupon Latin America [Member] | ||
Loss Contingencies [Line Items] | ||
Indemnification Liability | $ 5.4 |
Stockholders' Equity and Comp47
Stockholders' Equity and Compensation Arrangements Initial Public Offering, Convertible Preferred Stock and Common Stock (Details) $ in Millions | Oct. 31, 2016class | Jun. 30, 2017USD ($)shares | Dec. 31, 2016shares |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Preferred Stock, Shares Authorized | 50,000,000 | ||
Classes of common stock, number | class | 3 | ||
Common Stock [Member] | |||
Common Stock, Shares Authorized | 2,010,000,000 | 2,010,000,000 | |
Common Class A [Member] | |||
Stock Repurchase Program, Authorized Amount | $ | $ 700 |
Stockholders' Equity and Comp48
Stockholders' Equity and Compensation Arrangements Repurchase Program (Details) - Common Class A [Member] $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | |
Employee Stock Purchase Plan [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ | $ 700 | $ 700 |
Stock Repurchased During Period, Shares | shares | 7,185,453 | 14,522,134 |
Stock Repurchased During Period, Value | $ | $ 24.8 | $ 50.9 |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | shares | 144,300,000 | 144,300,000 |
Stockholders' Equity and Comp49
Stockholders' Equity and Compensation Arrangements Groupon, Inc. Stock Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
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 | 67,455,159 | 67,455,159 | ||
Share-based Compensation | $ 41,141 | $ 66,603 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $ 1,800 | $ 2,800 | 3,300 | $ 5,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 120,000 | $ 120,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 25 days | |||
Employee Stock Purchase Plan, shares authorized | 10,000,000 | 10,000,000 | ||
Employee Stock Purchase Plan, issued shares | 877,845 | 618,319 | ||
Continuing Operations [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $ 21,400 | 36,500 | $ 41,100 | $ 66,600 |
Discontinued Operations [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $ 1,000 | $ 200 | $ 1,700 |
Stockholders' Equity and Comp50
Stockholders' Equity and Compensation Arrangements Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation | $ 41,141 | $ 66,603 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||
Employee Stock Option [Member] | |||||
Options [Abstract] | |||||
Outstanding stock options | 991,172 | ||||
Exercise of stock options, shares | (9,601) | ||||
Forfeited stock options | (1,501) | ||||
Outstanding stock options | 980,070 | 991,172 | |||
Weighted average number of shares outstanding | |||||
Weighted Average Exercise Price Outstanding Stock Options | $ 0.77 | ||||
Weighted Average Exercise Price, Exercised Options | 1.97 | ||||
Weighted Average Exercise Price, Forfeited Options | 1.72 | ||||
Weighted Average Exercise Price Outstanding Stock Options | $ 0.77 | $ 0.77 | |||
Weighted Average Remaining Contractual Term [Abstract] | |||||
Weighted Average Remaining Contractual Term | 2 years 4 months 2 days | 2 years 10 months | |||
Weighted Average Remaining Contractual Term | 2 years 4 months 2 days | 2 years 10 months | |||
Aggregate Intrinsic Value [Abstract] | |||||
Average Intrinsic Value, Outstanding | [1] | $ 2,527 | |||
Average Intrinsic Value, Outstanding | [1] | 3,009 | $ 2,527 | ||
Discontinued Operations [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation | $ 1,000 | $ 200 | $ 1,700 | ||
Minimum [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Maximum [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||
[1] | (1)The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of June 30, 2017 and December 31, 2016, respectively. |
Stockholders' Equity and Comp51
Stockholders' Equity and Compensation Arrangements Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Restricted Stock Units [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 25,407,846 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 18,147,526 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (9,075,003) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (4,060,667) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 30,419,702 |
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 | $ 5.18 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 3.74 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 5.27 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 5.15 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 4.30 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Stockholders' Equity and Comp52
Stockholders' Equity and Compensation Arrangements Restricted Stock Awards (Details) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Restricted Stock Award [Abstract] | |
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 | $ 4.76 |
Stockholders' Equity and Comp53
Stockholders' Equity and Compensation Arrangements Performance Share Units (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance Share Units, Shares Issuable Upon Vesting | $ 503,735 | ||
Performance Share Units, Weighted Average Grant Date Fair Value | $ 4.01 | $ 3.78 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 67,455,159 | ||
Performance Share Units, Maximum Number of Shares Issuable Upon Vesting | $ 2,505,346 | $ 778,092 | |
Performance Share Units, Total Grant Date Fair Value, Conditions Met | $ 5,000,000 |
Stockholders' Equity and Comp54
Stockholders' Equity and Compensation Arrangements Employee Stock Purchase Plan (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Equity [Abstract] | ||
Employee Stock Purchase Plan, shares authorized | 10,000,000 | |
Employee Stock Purchase Plan, issued shares | 877,845 | 618,319 |
Restructuring Restructuring Cos
Restructuring Restructuring Costs (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($)employee | Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($)employee | ||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Revenue | $ 662,619 | $ 723,760 | $ 1,336,245 | $ 1,422,195 | |||||
Restructuring Charges | $ 4,584 | $ 15,702 | $ 7,315 | $ 27,215 | |||||
Restructuring and Related Cost, Number of Positions Eliminated | employee | 150 | 250 | 350 | 550 | |||||
North America [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Revenue | [1] | $ 451,912 | $ 516,922 | $ 925,269 | $ 1,017,735 | ||||
Restructuring Charges | 2,975 | 2,806 | 4,930 | 8,425 | |||||
EMEA [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 1,609 | 12,896 | 2,385 | 18,790 | |||||
Employee Severance [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Costs | 68,700 | ||||||||
Restructuring Charges | 2,773 | [2] | 14,053 | [3] | 5,074 | [4] | 24,378 | [5] | |
Employee Severance [Member] | North America [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 2,687 | 1,488 | 4,465 | 6,213 | |||||
Employee Severance [Member] | EMEA [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 86 | 12,565 | 609 | 18,165 | |||||
Asset Impairments Related to Restructuring [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Costs | 7,500 | ||||||||
Restructuring Charges | 0 | 0 | 0 | 45 | |||||
Asset Impairments Related to Restructuring [Member] | North America [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 0 | 0 | 0 | 45 | |||||
Asset Impairments Related to Restructuring [Member] | EMEA [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 0 | 0 | 0 | 0 | |||||
Other Restructuring [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 1,811 | 1,649 | 2,241 | 2,792 | |||||
Other Restructuring [Member] | North America [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | 288 | 1,318 | 465 | 2,167 | |||||
Other Restructuring [Member] | EMEA [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Charges | $ 1,523 | $ 331 | $ 1,776 | $ 625 | |||||
Facility Closing [Member] | ROW [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of Countries in which Entity Operates | 17 | 17 | |||||||
[1] | North America includes revenue from the United States of $442.7 million and $508.8 million for the three months ended June 30, 2017 and 2016, respectively, and $907.4 million and $1,001.4 million for the six months ended June 30, 2017 and 2016, respectively. International includes revenue from the United Kingdom of $74.4 million and $78.4 million for the three months ended June 30, 2017 and 2016, respectively, and $139.9 million and $152.4 million for the six months ended June 30, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and six months ended June 30, 2017 and 2016. In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. The Company updated its attribution of revenue by country in the current period to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. | ||||||||
[2] | (1)The employee severance and benefit costs for the three months ended June 30, 2017 relates to the termination of approximately 150 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | ||||||||
[3] | The employee severance and benefit costs for the three months ended June 30, 2016 related to the termination of approximately 250 employees. | ||||||||
[4] | The employee severance and benefit costs for the six months ended June 30, 2017 relates to the termination of approximately 350 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | ||||||||
[5] | (1)The employee severance and benefit costs for the six months ended June 30, 2016 related to the termination of approximately 550 employees. |
Restructuring Restructuring Act
Restructuring Restructuring Activity (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($)employee | Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($)employee | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2015USD ($) | |||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring and Related Cost, Number of Positions Eliminated | employee | 150 | 250 | 350 | 550 | |||||||
Restructuring Charges | $ 4,584 | $ 15,702 | $ 7,315 | $ 27,215 | |||||||
Restructuring Reserve | 5,511 | 5,511 | $ 11,069 | $ 16,395 | $ 0 | ||||||
Restructuring charges | 7,315 | 21,250 | 35,479 | ||||||||
Payments for Restructuring | (18,753) | (9,608) | (29,717) | ||||||||
Restructuring Reserve, Translation Adjustment | 554 | (573) | (436) | ||||||||
Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 2,773 | [1] | 14,053 | [2] | 5,074 | [3] | 24,378 | [4] | |||
Restructuring Reserve | 5,287 | 5,287 | 8,872 | 14,135 | 0 | ||||||
Restructuring charges | 5,074 | 18,310 | 29,416 | ||||||||
Payments for Restructuring | (14,448) | (8,862) | (23,729) | ||||||||
Restructuring Reserve, Translation Adjustment | 526 | (576) | (424) | ||||||||
Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 0 | 0 | 0 | 45 | |||||||
Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 1,811 | 1,649 | 2,241 | 2,792 | |||||||
Restructuring Reserve | 224 | 224 | 2,197 | 2,260 | $ 0 | ||||||
Restructuring charges | 2,241 | 2,940 | 6,063 | ||||||||
Payments for Restructuring | (4,305) | (746) | (5,988) | ||||||||
Restructuring Reserve, Translation Adjustment | 28 | $ 3 | $ (12) | ||||||||
North America [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 2,975 | 2,806 | 4,930 | 8,425 | |||||||
North America [Member] | Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 2,687 | 1,488 | 4,465 | 6,213 | |||||||
North America [Member] | Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 0 | 0 | 0 | 45 | |||||||
North America [Member] | Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 288 | 1,318 | 465 | 2,167 | |||||||
EMEA [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 1,609 | 12,896 | 2,385 | 18,790 | |||||||
EMEA [Member] | Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 86 | 12,565 | 609 | 18,165 | |||||||
EMEA [Member] | Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | 0 | 0 | 0 | 0 | |||||||
EMEA [Member] | Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Charges | $ 1,523 | $ 331 | $ 1,776 | $ 625 | |||||||
[1] | (1)The employee severance and benefit costs for the three months ended June 30, 2017 relates to the termination of approximately 150 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | ||||||||||
[2] | The employee severance and benefit costs for the three months ended June 30, 2016 related to the termination of approximately 250 employees. | ||||||||||
[3] | The employee severance and benefit costs for the six months ended June 30, 2017 relates to the termination of approximately 350 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | ||||||||||
[4] | (1)The employee severance and benefit costs for the six months ended June 30, 2016 related to the termination of approximately 550 employees. |
Restructuring Restructuring Det
Restructuring Restructuring Details (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($)employee | Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($)employee | |||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | $ 4,584 | $ 15,702 | $ 7,315 | $ 27,215 | ||||
Restructuring and Related Cost, Number of Positions Eliminated | employee | 150 | 250 | 350 | 550 | ||||
Employee Severance [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | $ 2,773 | [1] | $ 14,053 | [2] | $ 5,074 | [3] | $ 24,378 | [4] |
Asset Impairments Related to Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 0 | 0 | 0 | 45 | ||||
Other Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 1,811 | 1,649 | 2,241 | 2,792 | ||||
North America [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 2,975 | 2,806 | 4,930 | 8,425 | ||||
North America [Member] | Employee Severance [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 2,687 | 1,488 | 4,465 | 6,213 | ||||
North America [Member] | Share Distribution [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 2,600 | |||||||
North America [Member] | Asset Impairments Related to Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 0 | 0 | 0 | 45 | ||||
North America [Member] | Other Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | $ 288 | 1,318 | $ 465 | 2,167 | ||||
ROW [Member] | Facility Closing [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of Countries in which Entity Operates | 17 | 17 | ||||||
EMEA [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | $ 1,609 | 12,896 | $ 2,385 | 18,790 | ||||
EMEA [Member] | Employee Severance [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 86 | 12,565 | 609 | 18,165 | ||||
EMEA [Member] | Share Distribution [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 2,200 | |||||||
EMEA [Member] | Asset Impairments Related to Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | 0 | 0 | 0 | 0 | ||||
EMEA [Member] | Other Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Charges | $ 1,523 | $ 331 | $ 1,776 | $ 625 | ||||
[1] | (1)The employee severance and benefit costs for the three months ended June 30, 2017 relates to the termination of approximately 150 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | |||||||
[2] | The employee severance and benefit costs for the three months ended June 30, 2016 related to the termination of approximately 250 employees. | |||||||
[3] | The employee severance and benefit costs for the six months ended June 30, 2017 relates to the termination of approximately 350 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | |||||||
[4] | (1)The employee severance and benefit costs for the six months ended June 30, 2016 related to the termination of approximately 550 employees. |
Income Taxes Text (Details)
Income Taxes Text (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Loss from continuing operations before provision for income taxes | $ (1,520) | $ (51,006) | $ (17,802) | $ (93,536) |
Provision for income taxes | 3,883 | $ (2,238) | $ 8,470 | $ (1,229) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
Potential Change in Unrecognized Tax Benefits | $ 36,100 | $ 36,100 |
Income (Loss) Per Share Basic a
Income (Loss) Per Share Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Income (Loss) from Continuing Operations, Per Basic Share | [1] | $ (0.01) | $ (0.09) | $ (0.06) | $ (0.17) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | [1] | (0.01) | (0.01) | 0 | (0.01) |
Earnings Per Share, Basic | [1] | $ (0.02) | $ (0.10) | $ (0.06) | $ (0.18) |
Basic net income (loss) per share | |||||
Allocation of net loss - continuing operations | $ (5,403) | $ (48,768) | $ (26,272) | $ (92,307) | |
Less: Allocation of net income attributable to noncontrolling interests | 2,547 | 3,173 | 6,579 | 6,696 | |
Net loss from discontinued operations | (1,376) | (2,963) | (889) | (5,020) | |
Net loss attributable to Groupon, Inc. | $ (9,326) | $ (54,904) | $ (33,740) | $ (104,023) | |
Basic, weighted average number of shares outstanding | [1] | 559,762,180 | 576,903,004 | 560,978,712 | 579,827,341 |
Diluted net income (loss) per share | |||||
Basic, weighted average number of shares outstanding | [1] | 559,762,180 | 576,903,004 | 560,978,712 | 579,827,341 |
Diluted, weighted average number of shares outstanding | [1] | 559,762,180 | 576,903,004 | 560,978,712 | 579,827,341 |
Common Class A [Member] | |||||
Income (Loss) from Continuing Operations, Per Basic Share | [2] | $ (0.01) | $ (0.06) | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | [2] | (0.01) | 0 | ||
Earnings Per Share, Basic | [2] | $ (0.02) | $ (0.06) | ||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | [3] | $ (0.09) | $ (0.17) | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | [3] | (0.01) | (0.01) | ||
Earnings Per Share, Basic and Diluted | [3] | $ (0.10) | $ (0.18) | ||
Basic net income (loss) per share | |||||
Allocation of net loss - continuing operations | $ (5,403) | $ (48,565) | $ (26,272) | $ (91,923) | |
Less: Allocation of net income attributable to noncontrolling interests | 2,547 | 3,160 | 6,579 | 6,668 | |
Allocation of net loss attributable to common stockholders - continuing operations | (7,950) | (51,725) | (32,851) | (98,591) | |
Net loss from discontinued operations | (1,376) | (2,951) | (889) | (4,999) | |
Net loss attributable to Groupon, Inc. | $ (9,326) | $ (54,676) | $ (33,740) | $ (103,590) | |
Basic, weighted average number of shares outstanding | 559,762,180 | 574,503,028 | 560,978,712 | 577,427,365 | |
Diluted net income (loss) per share | |||||
Basic, weighted average number of shares outstanding | 559,762,180 | 574,503,028 | 560,978,712 | 577,427,365 | |
Common Class B [Member] | |||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | [3] | $ (0.09) | $ (0.17) | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | [3] | (0.01) | (0.01) | ||
Earnings Per Share, Basic and Diluted | [3] | $ (0.10) | $ (0.18) | ||
Basic net income (loss) per share | |||||
Allocation of net loss - continuing operations | $ (203) | $ (384) | |||
Less: Allocation of net income attributable to noncontrolling interests | 13 | 28 | |||
Allocation of net loss attributable to common stockholders - continuing operations | (216) | (412) | |||
Net loss from discontinued operations | (12) | (21) | |||
Net loss attributable to Groupon, Inc. | $ (228) | $ (433) | |||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | |||
Diluted net income (loss) per share | |||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | |||
[1] | (1)The structure of the Company's common stock changed during the year ended December 31, 2016. Refer to Note 8, Stockholders' Equity and Compensation Arrangements, and Note 12, Income (Loss) per Share, for additional information. | ||||
[2] | Three Months Ended June 30, 2017 Six Months Ended June 30, 2017Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $(5,403) $(26,272)Less: Net income (loss) attributable to noncontrolling interests 2,547 6,579Net income (loss) attributable to common stockholders - continuing operations $(7,950) $(32,851)Net income (loss) attributable to common stockholders - discontinued operations (1,376) (889)Net income (loss) attributable to common stockholders $(9,326) $(33,740)Denominator Weighted-average common shares outstanding 559,762,180 560,978,712Basic and diluted net income (loss) per share (1): Continuing operations $(0.01) $(0.06)Discontinued operations (0.01) —Basic and diluted net income (loss) per share $(0.02) $(0.06)(1)The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three and six months ended June 30, 2017 as their effect on net income (loss) per share from continuing operations was antidilutive. | ||||
[3] | (1)The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three and six months ended June 30, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 81,439 | $ 82,887 | $ 82,584 | $ 125,018 | $ 129,625 | $ 125,018 | $ 130,725 |
Available-for-sale securities | 26,791 | 27,482 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 14,600 | 14,588 | 14,788 | 13,938 | 14,788 | 10,781 |
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 | 122,336 | 202,241 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 81,439 | 82,584 | |||||
Contingent Consideration, Fair Value Disclosure | 14,588 | ||||||
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 | 122,336 | 202,241 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 | |||||
Contingent Consideration, Fair Value Disclosure | 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 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 | |||||
Contingent Consideration, Fair Value Disclosure | 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 | 82,584 | ||||||
Contingent Consideration, Fair Value Disclosure | 14,588 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | ||||||
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 | 10,868 | 10,038 | |||||
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 | 10,038 | ||||||
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 | 15,923 | 17,444 | |||||
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 | 17,444 | ||||||
Redeemable preferred shares [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 15,923 | 17,788 | 17,444 | 22,343 | 22,699 | 22,343 | 22,834 |
Redeemable preferred shares [Member] | 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] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 15,923 | ||||||
Convertible debt securities [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 10,868 | $ 11,931 | $ 10,038 | $ 10,573 | $ 10,173 | $ 10,573 | $ 10,116 |
Convertible debt securities [Member] | 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] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 10,868 |
Income (Loss) Per Share Schedul
Income (Loss) Per Share Schedule of Equity Antidilutive Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Performance Share Units, Maximum Number of Shares Issuable Upon Vesting | $ 2,505,346 | $ 778,092 | $ 2,505,346 | $ 778,092 |
Antidilutive Securities, Amount | 126,164,483 | 110,193,147 | 123,507,768 | 76,475,127 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 1,052,147 | 1,241,917 | 1,055,030 | 1,353,100 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 30,134,808 | 35,796,752 | 27,247,728 | 36,992,033 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 1,219,018 | 1,219,018 | 1,219,018 | 1,456,165 |
Employee Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 1,165,910 | 1,219,133 | 1,225,480 | 1,315,666 |
Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 0 | 0 | 167,912 | 0 |
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 46,296,300 | 44,261,298 | 46,296,300 | 22,130,649 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities, Amount | 46,296,300 | 26,455,029 | 46,296,300 | 13,227,514 |
Fair Value Measurements Fair 62
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2014 | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Purchases of Convertible Debt | $ 0 | $ 0 | $ 1,612 | $ 0 | |||||||||
Proceeds from Maturities, Prepayments and Calls of Held-to-maturity Securities | (1,843) | 0 | (1,843) | 0 | |||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (1,448) | (4,607) | (1,145) | (5,707) | |||||||||
AFS Securities, Beginning Asset Value | 82,887 | 129,625 | 82,584 | ||||||||||
AFS Securities, Ending Asset Value | 81,439 | 125,018 | 81,439 | 125,018 | |||||||||
Unrealized Gains (Losses) Still Held - Assets | (1,448) | [1] | (4,607) | (1,145) | [1] | (5,707) | [1] | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 14,788 | 0 | 14,788 | $ 14,600 | $ 14,588 | $ 13,938 | $ 14,788 | $ 10,781 | ||||
Payment of Contingent Consideration | (7,858) | 0 | (7,858) | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, (Sales), Issuances, (Settlements) | (6,778) | 0 | (6,778) | (285) | |||||||||
Gain from changes in fair value of contingent consideration | [2] | 36 | 850 | 48 | 4,292 | ||||||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | 0 | 850 | 0 | 4,166 | ||||||||
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] | 1,355 | 199 | 1,594 | 237 | ||||||||
AFS Securities, Beginning Asset Value | 11,931 | 10,173 | 10,038 | ||||||||||
AFS Debt Security, (losses) included in OCI | (575) | 201 | (533) | 220 | |||||||||
AFS Securities, Ending Asset Value | 10,868 | 10,573 | 10,868 | 10,573 | |||||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | 512 | 400 | 816 | 457 | ||||||||
Redeemable preferred shares [Member] | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
AFS Securities, Beginning Asset Value | 17,788 | 22,699 | 17,444 | ||||||||||
AFS Debt Security, (losses) included in OCI | (1,865) | (356) | (1,521) | (491) | |||||||||
AFS Securities, Ending Asset Value | 15,923 | 22,343 | 15,923 | 22,343 | |||||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | $ (1,865) | (356) | $ (1,521) | $ (491) | ||||||||
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) | $ (4,607) | ||||||||||||
[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 a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of an embedded derivative. |
Fair Value Measurements Fair 63
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Jun. 30, 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 | $ 81,439 | $ 125,018 | $ 81,439 | $ 125,018 | $ 82,887 | $ 82,584 | $ 129,625 | $ 125,018 | $ 130,725 | |
Contingent Consideration, Beginning Value | 14,600 | 13,938 | 14,588 | |||||||
Contingent Consideration, Reclass | (6,778) | 0 | (6,778) | (285) | ||||||
(Gain) loss, net from changes in fair value of contingent consideration | [1] | 36 | 850 | 48 | 4,292 | |||||
Contingent Consideration, Ending Value | 0 | 14,788 | 0 | 14,788 | ||||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [2] | 0 | 850 | 0 | 4,166 | |||||
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 | $ 10,868 | $ 10,573 | $ 10,868 | $ 10,573 | $ 11,931 | $ 10,038 | $ 10,173 | $ 10,573 | $ 10,116 | |
[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 | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost method investments | $ 33,206 | $ 31,816 |
Cost Method Investments, Fair Value Disclosure | $ 42,977 | $ 35,369 |
Segment Information Segment Inf
Segment Information Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||||
Segment Reporting Information [Line Items] | |||||||
Number of Reportable Segments | 2 | ||||||
Revenue | $ 662,619 | $ 723,760 | $ 1,336,245 | $ 1,422,195 | |||
Acquisition-related (benefit) expense, net | 36 | 850 | 48 | 4,314 | |||
Income (loss) from operations | (7,398) | (39,753) | (19,078) | (84,901) | |||
Other expense, net | 5,878 | (11,253) | 1,276 | (8,635) | |||
Loss from continuing operations before provision for income taxes | (1,520) | (51,006) | (17,802) | (93,536) | |||
Provision for income taxes | 3,883 | (2,238) | 8,470 | (1,229) | |||
Net loss from continuing operations | (5,403) | (48,768) | (26,272) | (92,307) | |||
Net loss from discontinued operations | (1,376) | (2,963) | (889) | (5,020) | |||
Net loss | (6,779) | (51,731) | (27,161) | (97,327) | |||
Restructuring Charges | 4,584 | 15,702 | 7,315 | 27,215 | |||
Share-based Compensation | 41,141 | 66,603 | |||||
International [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [1] | 210,707 | 206,838 | 410,976 | 404,460 | ||
Income (loss) from operations | [2],[3] | 4,635 | (8,469) | 7,738 | (11,683) | ||
Restructuring Charges | 2,400 | 18,800 | |||||
Share-based Compensation | 1,300 | 4,900 | 2,700 | 7,700 | |||
North America [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [1] | 451,912 | 516,922 | 925,269 | 1,017,735 | ||
Acquisition-related (benefit) expense, net | 800 | 4,300 | |||||
Income (loss) from operations | [2],[3] | (12,033) | (31,284) | [4] | (26,816) | (73,218) | [4] |
Restructuring Charges | 2,975 | 2,806 | 4,930 | 8,425 | |||
Share-based Compensation | 20,000 | 31,800 | 38,300 | 58,900 | |||
EMEA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring Charges | 1,609 | 12,896 | $ 2,385 | $ 18,790 | |||
Sales Revenue, Net [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration of risk, percentage | 10.00% | 0.00% | |||||
United States | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 442,700 | 508,800 | $ 907,400 | $ 1,001,400 | |||
Acceleration of Share-Based Compensation [Member] | International [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring Charges | 2,100 | ||||||
Acceleration of Share-Based Compensation [Member] | North America [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring Charges | $ 2,600 | ||||||
Acceleration of Share-Based Compensation [Member] | EMEA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Restructuring Charges | $ 2,200 | ||||||
[1] | North America includes revenue from the United States of $442.7 million and $508.8 million for the three months ended June 30, 2017 and 2016, respectively, and $907.4 million and $1,001.4 million for the six months ended June 30, 2017 and 2016, respectively. International includes revenue from the United Kingdom of $74.4 million and $78.4 million for the three months ended June 30, 2017 and 2016, respectively, and $139.9 million and $152.4 million for the six months ended June 30, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and six months ended June 30, 2017 and 2016. In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. The Company updated its attribution of revenue by country in the current period to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. | ||||||
[2] | (1)Includes stock-based compensation of $20.0 million and $31.8 million for North America and $1.3 million and $4.9 million for International for the three months ended June 30, 2017 and 2016, respectively, and $38.3 million and $58.9 million for North America and $2.7 million and $7.7 million for International for the six months ended June 30, 2017 and 2016, respectively. | ||||||
[3] | Includes restructuring charges of $3.0 million and $2.8 million for North America and $1.6 million and $12.9 million (which includes $2.2 million of stock-based compensation) for International for the three months ended June 30, 2017 and 2016, respectively, and $4.9 million and $8.4 million (which includes $2.6 million of stock-based compensation) for North America and $2.4 million and $18.8 million (which includes $2.1 million of stock-based compensation) for International for the six months ended June 30, 2017 and 2016, respectively. | ||||||
[4] | (2)Includes acquisition-related (benefit) expense, net of $0.8 million and $4.3 million for North America for the three and six months ended June 30, 2016, respectively. |
Segment Information Total Asset
Segment Information Total Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 1,427,437 | $ 1,761,377 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | [1] | 896,077 | 1,122,261 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | [1] | $ 531,360 | $ 563,864 |
Assets, Total [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration of risk, percentage | 10.00% | 0.00% | |
IRELAND | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | $ 143,900 | $ 203,200 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Assets, Continuing Operations | 821,300 | 1,057,600 | |
Discontinued Operations, Disposed of by Sale [Member] | |||
Segment Reporting Information [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | $ 0 | $ 75,252 | |
[1] | North America contains assets from the United States of $821.3 million and $1,057.6 million as of June 30, 2017 and December 31, 2016, respectively. International contains assets from Ireland of $143.9 million and $203.2 million as of June 30, 2017 and December 31, 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of June 30, 2017 and December 31, 2016 |
Segment Information Revenue by
Segment Information Revenue by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Gross Profit | $ 328,067 | $ 315,377 | $ 637,518 | $ 635,479 | |
Third party and other | 315,854 | 294,576 | 617,426 | 604,205 | |
Direct | 346,765 | 429,184 | 718,819 | 817,990 | |
Total revenue | 662,619 | 723,760 | 1,336,245 | 1,422,195 | |
North America [Member] | |||||
Gross Profit | 233,860 | 217,174 | 454,797 | 433,117 | |
Total revenue | [1] | 451,912 | 516,922 | 925,269 | 1,017,735 |
International [Member] | |||||
Gross Profit | 94,207 | 98,203 | 182,721 | 202,362 | |
Total revenue | [1] | 210,707 | 206,838 | 410,976 | 404,460 |
Local [Member] | North America [Member] | |||||
Gross Profit | 179,609 | 158,812 | 348,951 | 322,830 | |
Third party and other | 207,534 | 184,139 | 408,079 | 376,292 | |
Local [Member] | International [Member] | |||||
Gross Profit | 62,303 | 62,970 | 121,497 | 127,191 | |
Third party and other | 66,108 | 67,956 | 129,683 | 136,863 | |
Travel [Member] | North America [Member] | |||||
Gross Profit | 17,755 | 16,334 | 32,920 | 32,046 | |
Third party and other | 22,320 | 21,401 | 42,782 | 42,315 | |
Travel [Member] | International [Member] | |||||
Gross Profit | 9,996 | 10,484 | 20,032 | 21,726 | |
Third party and other | 10,796 | 11,640 | 21,798 | 24,091 | |
Third party and other [Member] | Goods [Member] | North America [Member] | |||||
Gross Profit | 3,207 | 2,019 | 4,514 | 3,692 | |
Third party and other | 4,112 | 2,364 | 5,816 | 4,354 | |
Third party and other [Member] | Goods [Member] | International [Member] | |||||
Gross Profit | 4,506 | 5,848 | 8,161 | 17,551 | |
Third party and other | 4,984 | 7,076 | 9,268 | 20,290 | |
Direct [Member] | Goods [Member] | North America [Member] | |||||
Gross Profit | 33,289 | 40,009 | 68,412 | 74,549 | |
Direct | 217,946 | 309,018 | 468,592 | 594,774 | |
Direct [Member] | Goods [Member] | International [Member] | |||||
Gross Profit | 17,402 | 18,901 | 33,031 | 35,894 | |
Direct | 128,819 | 120,166 | $ 250,227 | $ 223,216 | |
Sales Revenue, Net [Member] | |||||
Concentration of risk, percentage | 10.00% | 0.00% | |||
United States | |||||
Total revenue | 442,700 | 508,800 | $ 907,400 | $ 1,001,400 | |
UNITED KINGDOM | |||||
Total revenue | $ 74,400 | $ 78,400 | $ 139,900 | $ 152,400 | |
[1] | North America includes revenue from the United States of $442.7 million and $508.8 million for the three months ended June 30, 2017 and 2016, respectively, and $907.4 million and $1,001.4 million for the six months ended June 30, 2017 and 2016, respectively. International includes revenue from the United Kingdom of $74.4 million and $78.4 million for the three months ended June 30, 2017 and 2016, respectively, and $139.9 million and $152.4 million for the six months ended June 30, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and six months ended June 30, 2017 and 2016. In prior periods, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. The Company updated its attribution of revenue by country in the current period to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. |
Segment Information Gross Profi
Segment Information Gross Profit by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Gross Profit by Category [Line Items] | ||||
Gross Profit | $ 328,067 | $ 315,377 | $ 637,518 | $ 635,479 |
North America [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 233,860 | 217,174 | 454,797 | 433,117 |
International [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 94,207 | 98,203 | 182,721 | 202,362 |
Local [Member] | North America [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 179,609 | 158,812 | 348,951 | 322,830 |
Local [Member] | International [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 62,303 | 62,970 | 121,497 | 127,191 |
Goods [Member] | North America [Member] | Third party and other [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 3,207 | 2,019 | 4,514 | 3,692 |
Goods [Member] | North America [Member] | Direct [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 33,289 | 40,009 | 68,412 | 74,549 |
Goods [Member] | International [Member] | Third party and other [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 4,506 | 5,848 | 8,161 | 17,551 |
Goods [Member] | International [Member] | Direct [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 17,402 | 18,901 | 33,031 | 35,894 |
Travel [Member] | North America [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | 17,755 | 16,334 | 32,920 | 32,046 |
Travel [Member] | International [Member] | ||||
Gross Profit by Category [Line Items] | ||||
Gross Profit | $ 9,996 | $ 10,484 | $ 20,032 | $ 21,726 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] - USD ($) $ in Millions | Aug. 02, 2017 | Sep. 30, 2017 | Jul. 31, 2017 |
Subsequent Event [Line Items] | |||
Consideration received upon divestiture of a consolidated subsidiary | $ 20 | ||
Restructuring Costs | $ 2 | ||
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Gain (Loss) on Disposition of Assets | $ 17 | ||
Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Gain (Loss) on Disposition of Assets | $ 18 |
Uncategorized Items - grpn-2017
Label | Element | Value |
Discontinued Operations [Member] | ||
Amortization of Intangible Assets | us-gaap_AmortizationOfIntangibleAssets | $ 0 |
Amortization of Intangible Assets | us-gaap_AmortizationOfIntangibleAssets | $ 0 |