Cover Document
Cover Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 12, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock, Shares, Outstanding | 561,532,375 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,597,986,820 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | ||
Cash and cash equivalents, end of period | $ 880,129 | $ 862,977 |
Accounts receivable, net | 98,294 | 71,272 |
Prepaid expense and other current assets | 94,025 | 94,441 |
Disposal Group, Including Discontinued Operation, Assets, Current | 0 | 63,246 |
Total current assets | 1,072,448 | 1,091,936 |
Property, equipment and software, net | 151,145 | 169,452 |
Goodwill | 286,989 | 274,551 |
Intangible assets, net | 19,196 | 42,915 |
Investments | 135,189 | 141,882 |
Other non-current assets | 12,538 | 28,635 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 12,006 |
Total Assets | 1,677,505 | 1,761,377 |
Current liabilities: | ||
Accounts payable | 31,968 | 28,551 |
Accrued merchant and supplier payables | 770,335 | 770,992 |
Accrued expenses and other current liabilities | 331,196 | 366,456 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 0 | 47,052 |
Total current liabilities | 1,133,499 | 1,213,051 |
Convertible Debt, Noncurrent | 189,753 | 178,995 |
Other non-current liabilities | 102,408 | 101,342 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 0 | 2,927 |
Total Liabilities | 1,425,660 | 1,496,315 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Treasury stock, at cost | (867,450) | (807,424) |
Accumulated deficit | (1,088,204) | (1,099,010) |
Additional paid-in capital | 2,174,708 | 2,112,728 |
Accumulated other comprehensive income | 31,844 | 58,052 |
Total Groupon, Inc. Stockholders' Equity | 250,973 | 264,420 |
Noncontrolling interests | 872 | 642 |
Total Equity | 251,845 | 265,062 |
Total Liabilities and Equity | 1,677,505 | 1,761,377 |
Common Stock [Member] | ||
Stockholders' Equity | ||
Common Stock, Value, Issued | 75 | 74 |
Continuing Operations [Member] | ||
Capital Expenditures Incurred but Not yet Paid | $ 972 | $ 3,855 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Par Value | $ 5.10 | |
Investments, Fair Value Disclosure | $ 109,751 | $ 110,066 |
Treasury Stock [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Treasury Stock, Shares | (188,602,242) | (171,695,908) |
Common Stock [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,010,000,000 | 2,010,000,000 |
Common Stock, Shares, Issued | 748,541,862 | 736,531,771 |
Common Stock, Shares, Outstanding | 559,939,620 | 564,835,863 |
Capital Unit, Class B [Member] | Monster LP [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Shares Authorized | 64,000,000 | |
Limited Partners' Capital Account, Units Issued | 64,000,000 | |
Limited Partners' Capital Account, Units Outstanding | 64,000,000 | |
Capital Unit, Class A [Member] | Monster LP [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Shares Authorized | 72,000,000 | |
Limited Partners' Capital Account, Units Issued | 72,000,000 | |
Limited Partners' Capital Account, Units Outstanding | 72,000,000 | |
Capital Units, Class C [Member] | Monster LP [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Shares Authorized | 20,321,839 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Third party and other | $ 1,266,452 | $ 1,206,441 | $ 1,250,149 |
Direct | 1,577,425 | 1,807,174 | 1,704,667 |
Total revenue | 2,843,877 | 3,013,615 | 2,954,816 |
Cost of revenue: | |||
Third party and other | 160,810 | 150,031 | 158,095 |
Direct | 1,349,206 | 1,582,931 | 1,508,911 |
Total cost of revenue | 1,510,016 | 1,732,962 | 1,667,006 |
Gross profit | 1,333,861 | 1,280,653 | 1,287,810 |
Operating expenses: | |||
Marketing | 400,918 | 352,175 | 241,342 |
Selling, general and administrative | 901,781 | 994,027 | 1,100,528 |
Restructuring charges | 18,828 | 40,438 | 28,464 |
Gain (Loss) on Disposition of Intangible Assets | (17,149) | 0 | 0 |
Gain (Loss) on Disposition of Business | 0 | (11,399) | (13,710) |
Acquisition-related expense (benefit), net | 48 | 5,650 | 1,857 |
Total operating expenses | 1,304,426 | 1,380,891 | 1,358,481 |
(Loss) income from operations | 29,435 | (100,238) | (70,671) |
Other expense, net | 6,710 | (71,289) | (25,586) |
(Loss) income before provision for income taxes | 36,145 | (171,527) | (96,257) |
Provision for income taxes | 7,544 | (5,318) | (23,010) |
Income (loss) from continuing operations | 28,601 | (166,209) | (73,247) |
Income (loss) from discontinued operations, net of tax | (1,974) | (17,114) | 106,926 |
Net income (loss) | 26,627 | (183,323) | 33,679 |
Net income attributable to noncontrolling interests | $ (12,587) | (11,264) | (13,011) |
Net loss attributable to Groupon, Inc. | $ (194,587) | $ 20,668 | |
Net loss per share | |||
Continuing operations | $ 0.03 | $ (0.31) | $ (0.13) |
Discontinued operations | 0 | (0.03) | 0.16 |
Basic and Diluted, net (loss) earnings per share | 0.03 | (0.34) | 0.03 |
Income (Loss) from Continuing Operations, Per Diluted Share | 0.03 | (0.31) | (0.13) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | (0.01) | (0.03) | 0.16 |
Earnings Per Share, Diluted | $ 0.02 | $ (0.34) | $ 0.03 |
Weighted average number of shares outstanding | |||
Basic, weighted average number of shares outstanding | 559,367,075 | 576,354,258 | 650,106,225 |
Diluted, weighted average number of shares outstanding | 568,418,371 | 576,354,258 | 650,106,225 |
Parent [Member] | |||
Operating expenses: | |||
Net income (loss) | $ (194,587) | $ 20,668 | |
Net loss attributable to Groupon, Inc. | $ 14,040 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Net loss | $ 26,627 | $ (183,323) | $ 33,679 | ||
Income (loss) from continuing operations | 28,601 | (166,209) | (73,247) | ||
Other comprehensive (loss) income, net of tax: | |||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 12,717 | 493 | (12,221) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (200) | (100) | |||
Foreign currency translation adjustments | (27,287) | 5,988 | 15,497 | ||
Pension liability adjustment | 0 | 830 | (113) | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax | (585) | (98) | (100) | ||
Net change in unrealized gain (loss) (net of tax effect of $3 and $285 for the years ended December 31, 2015 and 2014, respectively) | 585 | 928 | (13) | ||
Net unrealized (loss) gain during the period | (1,109) | (70) | (41) | ||
Reclassification Adjustment | 1,603 | 0 | 0 | ||
Net change in unrealized gain (loss), net | 494 | (70) | (41) | ||
Other comprehensive income | (9,697) | 9,219 | 8,064 | ||
Income (loss) from discontinued operations, net of tax | (1,974) | (17,114) | 106,926 | ||
Comprehensive loss | 419 | (176,477) | 49,122 | ||
Comprehensive income attributable to noncontrolling interests | (12,587) | (11,264) | (13,011) | ||
Comprehensive loss attributable to Groupon Inc. | (12,168) | (187,741) | 36,111 | ||
Continuing Operations [Member] | |||||
Other comprehensive (loss) income, net of tax: | |||||
Net unrealized gain (loss) during the period | 15,884 | 8,310 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 7,468 | 906 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (7,523) | (192) | |||
Foreign currency translation adjustments | (10,776) | 8,361 | 8,118 | ||
Comprehensive loss | 18,904 | (156,990) | (65,183) | ||
Discontinued Operations, Disposed of by Sale [Member] | |||||
Other comprehensive (loss) income, net of tax: | |||||
Net unrealized gain (loss) during the period | (1,793) | (9,305) | (4,934) | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (6,932) | (12,313) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (14,718) | 6,932 | 12,313 | ||
Foreign currency translation adjustments | (16,511) | (2,373) | 7,379 | ||
Other comprehensive income | (18,485) | (19,487) | 114,305 | ||
Income (loss) from discontinued operations, net of tax | [1] | (1,974) | [2] | (17,114) | 106,926 |
Exit Countries [Member] | |||||
Other comprehensive (loss) income, net of tax: | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (187) | (55) | 714 | ||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||
Other comprehensive (loss) income, net of tax: | |||||
Net unrealized gain (loss) during the period | (12,382) | 6,579 | 3,376 | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 14,905 | 591 | (12,121) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (14,905) | (591) | |||
Other comprehensive income | (27,287) | $ 5,988 | 15,497 | ||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Continuing Operations [Member] | |||||
Other comprehensive (loss) income, net of tax: | |||||
Net unrealized gain (loss) during the period | $ (10,589) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 12,121 | ||||
[1] | (1)The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended December 31, 2017, 2016 and 2015 includes the results of each business through its respective disposition date | ||||
[2] | (2)Selling, general and administrative expense from discontinued operations for the year ended December 31, 2017 includes increases to contingent liabilities under indemnification agreements. See Note 10, Commitments and Contingencies, for information about indemnification obligations related to discontinued operations. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) Condensed Consolidated Statements of Comprehensive Income (Loss) Parenthetical - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income Parenthetical [Abstract] | |||
Tax effects for change in unrealized gain (loss) | $ 0 | $ 43 | $ 25 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | $ 0 | $ 176 | $ 3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] |
Beginning Balance, Shares, Outstanding at Dec. 31, 2014 | 701,408,060 | ||||||||
Beginning Balance, Equity at Dec. 31, 2014 | $ 764,944 | $ 70 | $ 1,847,420 | $ (921,960) | $ 35,763 | $ 762,826 | $ 2,118 | ||
Beginning Balance, Treasury Stock, Shares at Dec. 31, 2014 | 27,239,104 | ||||||||
Beginning Balance, Treasury Stock, Value at Dec. 31, 2014 | $ (198,467) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 33,679 | 20,668 | 20,668 | 13,011 | |||||
Foreign currency translation adjustments | (15,497) | (15,497) | (15,497) | 0 | |||||
Pension liability adjustment | 113 | (13) | (13) | ||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | (13) | ||||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (41) | (41) | (41) | ||||||
Exercise of stock options, shares | 673,608 | ||||||||
Exercise of stock options, value | 951 | $ 0 | 951 | 951 | |||||
Vesting of restricted stock units, shares | 21,306,534 | ||||||||
Vesting of restricted stock units, value | $ 3 | (3) | |||||||
Shares issued under employee stock purchase plan, shares | 1,037,198 | ||||||||
Shares issued under employee stock purchase plan, value | 4,857 | 4,857 | 4,857 | ||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (6,841,839) | ||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (40,819) | $ 1 | (40,818) | (40,819) | |||||
Stock-based compensation on equity-classified awards | 156,386 | 156,386 | 156,386 | ||||||
Excess tax benefits on stock-based compensation awards | (4,340) | 4,340 | 4,340 | ||||||
Purchases of treasury stock, shares | (101,229,061) | ||||||||
Purchases of treasury stock, value | (446,574) | $ (446,574) | (446,574) | ||||||
Partnership distributions to noncontrolling interest holders | (13,940) | (13,940) | |||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2015 | 128,468,165 | ||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2015 | $ (645,041) | ||||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2015 | 719,787,422 | ||||||||
Ending Balance, Equity at Dec. 31, 2015 | 470,587 | $ 72 | 1,964,453 | (901,292) | 51,206 | 469,398 | 1,189 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net loss | 20,668 | ||||||||
Foreign currency translation | 15,497 | 15,497 | 15,497 | 0 | |||||
Cumulative Effect on Retained Earnings, Net of Tax | 3,131 | ||||||||
Net loss | (183,323) | (194,587) | (194,587) | 11,264 | |||||
Foreign currency translation adjustments | (5,988) | (5,988) | (5,988) | 0 | |||||
Pension liability adjustment | (830) | 928 | 928 | ||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 928 | ||||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | $ (70) | (70) | (70) | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (196,968) | ||||||||
Exercise of stock options, shares | 491,483 | ||||||||
Exercise of stock options, value | $ 620 | 620 | 620 | ||||||
Vesting of restricted stock units, shares | 22,698,324 | ||||||||
Vesting of restricted stock units, value | $ 3 | (3) | |||||||
Shares issued under employee stock purchase plan, shares | 1,669,782 | ||||||||
Shares issued under employee stock purchase plan, value | 4,358 | 4,358 | 4,358 | ||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (7,918,272) | ||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (31,161) | $ (1) | (31,160) | (31,161) | |||||
Stock-based compensation on equity-classified awards | 131,114 | 131,114 | 131,114 | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 67,014 | 67,014 | |||||||
Purchase of Convertible Note Hedges | (59,163) | (59,163) | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 35,495 | 35,495 | |||||||
Purchases of treasury stock, shares | (43,227,743) | ||||||||
Purchases of treasury stock, value | (162,383) | $ (162,383) | (162,383) | ||||||
Partnership distributions to noncontrolling interest holders | (11,811) | (11,811) | |||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2016 | (171,695,908) | ||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2016 | (807,424) | $ (807,424) | |||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2016 | 736,531,771 | ||||||||
Ending Balance, Equity at Dec. 31, 2016 | 265,062 | $ 74 | 2,112,728 | (1,099,010) | 58,052 | 264,420 | 642 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net loss | (194,587) | $ (194,587) | |||||||
Foreign currency translation | 5,988 | 5,988 | 5,988 | 0 | |||||
Cumulative Effect on Retained Earnings, Net of Tax | (3,234) | 3,234 | (3,234) | ||||||
Net loss | 26,627 | 14,040 | 12,587 | ||||||
Foreign currency translation adjustments | 27,287 | 27,287 | 27,287 | 0 | |||||
Pension liability adjustment | 0 | 585 | 585 | 0 | |||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 585 | ||||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | 494 | 494 | 494 | ||||||
Exercise of stock options, shares | 102,803 | ||||||||
Exercise of stock options, value | 230 | 230 | 230 | ||||||
Vesting of restricted stock units, shares | 16,596,562 | ||||||||
Vesting of restricted stock units, value | $ 2 | (2) | |||||||
Shares issued under employee stock purchase plan, shares | 1,879,656 | ||||||||
Shares issued under employee stock purchase plan, value | 5,283 | 5,283 | 5,283 | ||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (6,568,930) | ||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (27,188) | $ (1) | (27,187) | (27,188) | |||||
Stock-based compensation on equity-classified awards | 83,656 | 83,656 | 83,656 | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 67,014 | ||||||||
Purchases of treasury stock, shares | (16,906,334) | ||||||||
Purchases of treasury stock, value | (60,026) | $ (60,026) | (60,026) | ||||||
Partnership distributions to noncontrolling interest holders | (12,357) | (12,357) | |||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2017 | (188,602,242) | ||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2017 | (867,450) | $ (867,450) | |||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2017 | 748,541,862 | ||||||||
Ending Balance, Equity at Dec. 31, 2017 | 251,845 | $ 75 | $ 2,174,708 | $ (1,088,204) | 31,844 | 250,973 | 872 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net loss | 14,040 | ||||||||
Foreign currency translation | $ (27,287) | $ (27,287) | $ (27,287) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax | $ (585) | $ (98) | $ (100) | |||
Third-party and other | (1,266,452) | (1,206,441) | (1,250,149) | |||
Accounts receivable, net | 98,294 | 71,272 | ||||
Operating activities | ||||||
Net loss | (194,587) | 20,668 | ||||
Net loss | 26,627 | (183,323) | 33,679 | |||
Net income attributable to noncontrolling interests | 12,587 | 11,264 | 13,011 | |||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 106,926 | |||||
Income (loss) from discontinued operations, net of tax | (1,974) | (17,114) | 106,926 | |||
Income (loss) from continuing operations | 28,601 | (166,209) | (73,247) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||
Depreciation, Depletion and Amortization | 114,795 | 116,961 | 111,072 | |||
Amortization of acquired intangible assets | 23,032 | 18,948 | 18,310 | |||
Stock-based compensation | 82,044 | 115,123 | 138,748 | |||
Restructuring Costs and Asset Impairment Charges | 0 | 328 | 7,214 | |||
Gain (Loss) on Disposition of Business | 0 | (11,399) | (13,710) | |||
Gain (Loss) on Disposition of Intangible Assets | (17,149) | 0 | 0 | |||
Cost-method Investments, Realized Gain (Loss), Excluding Other than Temporary Impairments | (7,624) | 0 | 0 | |||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net, Available-for-sale Securities | 2,944 | 0 | ||||
Available-for-sale Securities, Transfers to Trading, Gains (Losses), Excluding Other than Temporary Impairments | 0 | |||||
Deferred income taxes | 603 | (10,448) | (11,042) | |||
(Gain) loss, net from changes in fair value of contingent consideration | 48 | [1] | 4,092 | 240 | [1] | |
Gain (Loss) on Investments | (382) | 48,141 | 2,943 | |||
Amortization of Debt Discount (Premium) | 10,758 | 7,376 | 0 | |||
Change in assets and liabilities, net of acquisitions: | ||||||
Restricted cash | 6,952 | (1,317) | 4,556 | |||
Accounts receivable | (18,793) | (16,584) | 5,989 | |||
Prepaid expenses and other current assets | 4,074 | 35,043 | 41,630 | |||
Accounts payable | (199) | 5,121 | 7,898 | |||
Accrued merchant and supplier payables | (29,823) | 26,729 | 40,232 | |||
Accrued expenses and other current liabilities | (40,361) | (32,124) | 54,019 | |||
Other, net | (22,023) | (10,853) | (18,439) | |||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 137,497 | 128,928 | 316,413 | |||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (2,418) | (11,823) | (53,914) | |||
Net cash provided by operating activities | 135,079 | 117,105 | 262,499 | |||
Investing activities | ||||||
Purchases of property and equipment and capitalized software | (59,158) | (68,287) | (81,946) | |||
Cash Divested from Deconsolidation | 0 | (1,128) | (1,404) | |||
Acquisitions of businesses, net of acquired cash | 0 | 14,539 | (69,888) | |||
Purchases of investments | 0 | 0 | (25,289) | |||
Proceeds from Sale of Investment Projects | 16,561 | 1,685 | 6,010 | |||
Purchases of intangible assets | (1,059) | (2,395) | (2,691) | |||
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (25,323) | (55,586) | (175,208) | |||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (9,548) | (1,900) | 242,428 | |||
Net cash used in investing activities | (34,871) | (57,486) | 67,220 | |||
Proceeds from Sale of Intangible Assets | 18,333 | 0 | 0 | |||
Financing activities | ||||||
Proceeds from Lines of Credit | 0 | 0 | 195,000 | |||
Repayments of Lines of Credit | 0 | 0 | (195,000) | |||
Proceeds from Convertible Debt | 0 | 250,000 | 0 | |||
Debt issuance costs | 0 | (8,147) | 0 | |||
Payments for Hedge, Financing Activities | 0 | (59,163) | 0 | |||
Proceeds from Issuance of Warrants | 0 | 35,495 | 0 | |||
Payments for purchases of treasury stock | (61,233) | (165,357) | (442,767) | |||
Taxes paid related to net share settlements of stock-based compensation awards | (27,681) | (29,777) | (40,101) | |||
Proceeds from stock option exercises and employee stock purchase plan | 5,513 | 4,978 | 5,808 | |||
Partnership distribution payments to noncontrolling interest holders | (12,357) | (11,811) | (13,940) | |||
Payment of Contingent Consideration | (7,790) | (285) | (382) | |||
Payments of capital lease obligations | (34,025) | (30,598) | (24,403) | |||
Proceeds from (Payments for) Other Financing Activities | (473) | 0 | 0 | |||
Net cash (used in) provided by financing activities | (138,046) | (14,665) | (515,785) | |||
Effect of exchange rate changes on cash and cash equivalents | 26,124 | (6,470) | (32,485) | |||
Cash and Cash Equivalents, Period Increase (Decrease), including cash classified within current assets held for sale | (11,714) | 38,484 | (218,551) | |||
Net Cash Provided by (Used in) Discontinued Operations | (28,866) | (186) | (59,996) | |||
Net (decrease) increase in cash and cash equivalents | 17,152 | 38,670 | (158,555) | |||
Cash and cash equivalents, beginning of period | 862,977 | 824,307 | 982,862 | |||
Cash and cash equivalents, end of period | 880,129 | 862,977 | 824,307 | |||
Supplemental Cash Flow Information [Abstract] | ||||||
Income Taxes Paid | (8,646) | (7,208) | (5,461) | |||
Interest Paid | 9,425 | 1,185 | 1,032 | |||
Capital Lease Obligations Incurred | 28,271 | 21,611 | 44,539 | |||
Non-cash investing and financing activities | ||||||
Contingent consideration liabilities incurred in connection with acquisitions | 0 | 0 | 9,605 | |||
Payments for Tenant Improvements | 402 | 4,990 | 6,711 | |||
Treasury Stock, Liability for Purchases | 0 | 1,207 | 4,181 | |||
2015 Dispositions [Member] [Member] | ||||||
Non-cash investing and financing activities | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 138,475 | |||||
Monster LP [Member] | ||||||
Non-cash investing and financing activities | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 0 | 0 | ||||
Discontinued Operations [Member] | ||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||
Stock-based compensation | 200 | 3,100 | 8,700 | |||
Supplemental Cash Flow Information [Abstract] | ||||||
Income Taxes Paid | (56) | (2,953) | (15,735) | |||
Continuing Operations [Member] | ||||||
Non-cash investing and financing activities | ||||||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 972 | 3,855 | 2,426 | |||
Discontinued Operations, Disposed of by Sale [Member] | ||||||
Third-party and other | [2] | (12,602) | [3] | (97,105) | (150,529) | |
Accounts receivable, net | 15,386 | |||||
Operating activities | ||||||
Income (loss) from discontinued operations, net of tax | [2] | (1,974) | [3] | (17,114) | 106,926 | |
Investment Type [Member] | ||||||
Non-cash investing and financing activities | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,022 | $ 13,507 | $ 0 | |||
Common Stock [Member] | ||||||
Shares, Outstanding | 748,541,862 | 736,531,771 | 719,787,422 | |||
Retained Earnings [Member] | ||||||
Operating activities | ||||||
Net loss | $ 14,040 | $ (194,587) | $ 20,668 | |||
Parent [Member] | ||||||
Operating activities | ||||||
Net loss | 14,040 | |||||
Net loss | (194,587) | 20,668 | ||||
Noncontrolling Interest [Member] | ||||||
Operating activities | ||||||
Net loss | $ 12,587 | 11,264 | $ 13,011 | |||
Common Stock [Member] | ||||||
Operating activities | ||||||
Net loss | (194,587) | |||||
Net income attributable to noncontrolling interests | 11,264 | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (17,114) | |||||
Income (loss) from continuing operations | $ (166,209) | |||||
[1] | Changes in the fair value of contingent consideration liabilities are classified within Acquisition-related expense (benefit), net on the consolidated statements of operations. | |||||
[2] | (1)The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended December 31, 2017, 2016 and 2015 includes the results of each business through its respective disposition date | |||||
[3] | (2)Selling, general and administrative expense from discontinued operations for the year ended December 31, 2017 includes increases to contingent liabilities under indemnification agreements. See Note 10, Commitments and Contingencies, for information about indemnification obligations related to discontinued operations. |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 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. Customers 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 18, Segment Information. In connection with a strategic initiative to optimize its global footprint, the Company sold its operations in 10 countries and ceased operations in another country between November 2016 and March 2017. The financial results of those operations have been presented as discontinued operations in the consolidated financial statements for the years ended December 31, 2017, 2016 and 2015. Additionally, the Company sold a controlling stake in Ticket Monster, Inc. ("Ticket Monster"), a business based in the Republic of Korea, in May 2015. The financial results of Ticket Monster have been presented as discontinued operations in the consolidated financial statements for the year ended December 31, 2015. See Note 3, Discontinued Operations and Other Business Dispositions, for additional information. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Monster Holdings LP (the "Partnership") is a Delaware Limited Partnership that was formed on April 1, 2015 and had no operations until May 27, 2015, when the Partnership acquired from a wholly-owned subsidiary of Groupon Inc. ("Groupon") all of the outstanding equity interests of LivingSocial Korea, Inc. ("LSK"), a Korean corporation and holding company of Ticket Monster Inc. ("Ticket Monster"). The accompanying consolidated financial statements are presented from May 27, 2015, the date on which Groupon sold LSK to the Partnership and recognized its minority interest in that entity. Ticket Monster is an e-commerce company based in the Republic of Korea that connects merchants to consumers by offering goods and services at a discount. Ticket Monster acts as a marketing agent by selling vouchers that can be redeemed for products or services with third party merchants. Ticket Monster also sells merchandise inventory directly to customers. Customers can access Ticket Monster's deal offerings directly through its website and mobile application and indirectly using search engines. Ticket Monster also sends emails to its subscribers with deal offerings that are targeted by location and personal preferences. Liquidity Risks As of December 31, 2015, the Partnership had $81.8 million of cash and cash equivalents and a working capital deficit of $125.1 million. In the normal course of business, the Partnership collects cash from credit card payment processors shortly after a sale occurs and remits payments to merchants and suppliers at a later date in accordance with the related contractual payment terms. This favorable working capital cycle is expected to continue for the foreseeable future. For the period from May 27, 2015 through December 31, 2015, the Partnership incurred $21.9 million of negative cash flows from operations and $6.8 million of capital expenditures. The Partnership believes that its current liquidity resources will be adequate to meet its obligations as they come due for a period of at least one year from March 30, 2016, the date at which the consolidated financial statements were available to be issued. In the event of any unexpected adverse change in its business, the Partnership has the ability and intent to reduce discretionary spending to increase liquidity and also plans to obtain additional equity or debt financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The 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 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 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 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business , on July 1, 2017. This ASU provides clarification on the definition of a business and provides guidance on whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance in ASU 2017-01 was applied in determining that the sale of customer lists and other intangible assets in certain food delivery markets, as described in Note 6, Goodwill and Other Intangible Assets, did not meet the definition of a business. The adoption of ASU 2017-01 did not otherwise impact the accompanying 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. The Company adopted the guidance in ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting , on January 1, 2016. Under this ASU, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company elected to recognize forfeitures as they occur and the impact of that change in accounting policy was recorded as a $3.1 million cumulative effect adjustment to increase accumulated deficit as of January 1, 2016. Additionally, ASU 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to provision (benefit) for income taxes. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings was applied on a prospective basis to settlements occurring on or after January 1, 2016 and the impact of applying that guidance was not material to the consolidated financial statements for the years ended December 31, 2017 and 2016. ASU 2016-09 also requires that all income tax-related cash flows resulting from share-based payment awards be reported as operating activities in the consolidated statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company elected to apply that change in cash flow classification on a retrospective basis, which resulted in an increase of $7.6 million to net cash provided by operating activities and a corresponding increase to net cash used in financing activities for the year ended December 31, 2015. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying consolidated financial statements. 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 consolidated financial statements. Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, stock-based compensation, income taxes, valuation of 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. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Company's credit card and other payment processors and from merchants and performance marketing networks for commissions earned on consumer purchases. The carrying amount of the Company's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out ("FIFO") method of accounting and are valued at the lower of cost or net realizable value. The Company writes down its inventory to the lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. Restricted Cash Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to letters of credit with financial institutions. The Company had $4.9 million and $0.4 million of restricted cash recorded within Prepaid expenses and other current assets and Other non-currents assets, respectively, as of December 31, 2017 . The Company had $5.8 million and $6.2 million of restricted cash recorded within Prepaid expenses and other current assets and Other non-currents assets, respectively, as of December 31, 2016 . Property and Equipment Property and equipment are stated at cost and assets under capital leases are stated at the lesser of the present value of minimum lease payments or their fair market value. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer hardware and office equipment, five to ten years for furniture and fixtures and warehouse equipment and the shorter of the term of the lease or the asset’s useful life for leasehold improvements and assets under capital leases. Internal-Use Software The Company incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within Property, equipment and software, net on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the two -year estimated useful life of the assets. Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. Goodwill Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For reporting units with a negative book value (i.e., excess of liabilities over assets), the Company evaluates qualitative factors to determine whether it is necessary to perform the second step of the goodwill impairment test. Investments Investments in nonmarketable equity shares with no redemption provisions that are not common stock or in-substance common stock or for which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and are classified within Investments on the consolidated balance sheets. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Investments in common stock or in-substance common stock for which the Company has the ability to exercise significant influence are accounted for under the equity method, except where the Company has made an irrevocable election to account for the investments at fair value. These investments are classified within Investments on the consolidated balance sheets. The Company's proportionate share of income or loss on equity method investments and changes in the fair values of investments for which the fair value option has been elected are presented within Other income (expense), net on the consolidated statements of operations. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within Investments on the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other comprehensive income (loss) on the consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the consolidated statements of operations. Other-than-Temporary Impairment of Investments An unrealized loss exists when the current fair value of an investment is less than its cost basis. The Company conducts reviews of its investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. This evaluation, which is performed at the individual investment level, considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company's intent and ability to hold the investment for a period of time that is sufficient to allow for an anticipated recovery in value. Evidence considered in this evaluation includes the amount of the impairment, the length of time that the investment has been impaired, the factors contributing to the impairment, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company's strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery in value. Additionally, the Company considers whether it intends to sell the investment or whether it is more likely than not that it will be required to sell the investment before recovery of its amortized cost basis. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are not recorded for cost method investments and equity method investments, while such losses are recorded, net of tax, in accumulated other comprehensive income (loss) for available-for-sale securities. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 14, Income Taxes , for further information about the Company's valuation allowance assessments. The Company is subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, the Company's effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions or by changes in the relevant laws, regulations, principles and interpretations. The Company accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Lease and Asset Retirement Obligations The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within Selling, general and administrative on the consolidated statements of operations. Minimum lease payments made under capital leases are apportioned between interest expense, which is presented within Other income (expense), net on the consolidated statements of operations, and a reduction of the related capital lease obligations, which are classified within Accrued expenses and other current liabilities and Non-current liabilities on the consolidated balance sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within Selling, general and administrative on the consolidated statements of operations. Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. Third-party revenue The Company generates third-party revenue from transactions in which it acts as a marketing agent, primarily by selling vouchers ("Groupons") through its online local commerce marketplaces that can be redeemed for goods or services with third-party merchants. The Company's marketplaces include three primary categories of offerings: Local, Goods and Travel. Third-party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant. Revenue is presented on a net basis because the Company is acting as a marketing agent of the merchant in those transactions. Third-party revenue is recognized when the customer purchases a voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Company's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Company's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. For a portion of the hotel offerings available through the Company's online local marketplaces, customers make room reservations directly through its websites. Such reservations are generally cancelable at any time prior to check-in and the Company defers the revenue on those transactions until the customer's stay commences. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Company retains all of the gross billings. The Company recognizes variable consideration from unredeemed vouchers and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Company believes is shortly after deal expiration in most jurisdictions that have payment arrangements structured under a redemption model. Direct revenue The Company generates direct revenue from selling merchandise inventory through its Goods category. Direct revenue is reported on a gross basis as the purchase price received from the customer. The Company is the primary obligor in those transactions, is subject to general inventory risk and has latitude in establishing prices. For Goods transactions in which the Company acts as a marketing agent of a third-party merchant, revenue is recorded on a net basis and is presented within third-party revenue. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Other revenue Commission revenue is earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. The Company recognizes that commission revenue in the period in which the underlying transactions are completed. Advertising revenue is recognized when the advertiser's logo or website link has been included on the Company's websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Refunds Estimated refunds are recorded as a reduction of revenue, except for refunds on third-party revenue transactions for which the merchant’s share is not recoverable, which are presented as a cost of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the consolidated balance sheets. The Company estimates future refunds using a model that incorporates historical refund experience, including the relative risk of refunds based on deal category. The portion of customer refunds for which the merchant's share is not recoverable on third-party revenue deals is estimated based on the refunds that are expected to be issued after expiration of the related vouchers, the refunds that are expected to be issued due to merchant bankruptcies or poor customer experience and whether the payment terms of the related merchant contracts are structured using a redemption payment model or a fixed payment model. The Company assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Company's refund policies or general economic conditions, may cause future refunds to differ from its initial estimates. If actual results are not consistent with the estimates or assumptions stated above, the Company may need to change its future estimates, and the effects could be material to the consolidated financial statements. Discounts The Company provides discount offers to encourage purchases of goods and services through its marketplaces. The Company records discounts as a reduction of revenue. Sales and related taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Cost of Revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Company's fulfillment center. For third-party revenue transactions, cost of revenue includes estimated refunds for which the merchant's share is not recoverable. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of the Company's websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees, are attributed to cost of third-party revenue, direct revenue and other revenue in proportion to gross billings during the period. Customer Credits The Company issues credits to customers that can be applied against future purchases through its online local commerce marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for relationship purposes. Customer credit liabilities are included within Accrued expenses and other current liabilities on the consolidated balances sheets. Credits issued to satisfy refund requests are applied as a reduction to the refunds reserve and credits issued for relationship purposes are classified within Marketing on the consolidated statements of operations. The Company recognizes revenue when customer credits are used in connection with purchases through its marketplaces or when they expire or are forfeited. Stock-Based Compensation The Company measures stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. The Company presents stock-based compensation expense within the consolidated statements of operations based on the classification of the respective employees' cash compensation. See Note 12, Compensation Arrangements . Foreign Currency Balance sheet accounts of the Company's operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within Accumulated other comprehensive income on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions that are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other income (expense), net on the consolidated statements of operations. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . That ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Gross versus Net) , which is effective upon adoption of ASU 2014-09. That ASU clarifies the implementation guidance in ASU 2014-09 on principal versus agent considerations. Those ASUs are effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The ASUs will not significantly impact the Company's presentation of revenue on a gross or net basis. However, the Company expects the following changes as a result of adopting the ASUs: • For merchant payment arrangements that are structured under a redemption model, variable consideration from vouchers that will not ultimately be redeemed will be estimated and recognized as revenue at the time of sale, rather than when the Company's legal obligation expires. Additionally, that change will reduce the Company's accrued merchant payable liabilities as compared to its current policy. However, that change could increase or decrease revenue in any given period as compared to the Company's current policy depending on the relative amounts of the estimated variable consideration from unredeemed vouchers on current transactions as compared to the actual variable consideration from vouchers that expire unredeemed in that period. • The incremental costs to obtain contracts with customers, such as sales commissions, will be deferred and recognized over the expected period of benefit, rather than expensed as incurred. Additionally, that change will increase the Company's prepaid expense assets as compared to its current policy. However, that change could increase or decrease the Company's selling, general and administrative expenses as compared to the Company's current policy depending on the relative amounts of amortization of deferred commissions as compared to actual commission obligations arising in that period. • Income for customer credits that are not expected to be used will be estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used, rather than when they expire or are forfeited. The impact of that change is not expected to be significant to the Company's consolidated financial statements. • Revenue from hotel reservation offerings will be recognized at the time the reservation is made, net of an allowance for estimated cancellations, rather than at check-in. The impact of that change is not expected to be significant to the Company's consolidated financial statements. • Refunds on third-party revenue transactions for which the merchant's share is not recoverable will |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Dispositions [Abstract] | |
Discontinued Operations and Dispositions | DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS 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 in the period in which the business is disposed of or meets the criteria for held-for-sale classification. The consolidated financial statements reflect discontinued operations presentation for two strategic actions, as described below. Discontinued Operations - Global Footprint Optimization 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. 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, which is comprised of Europe, the Middle East and Africa, 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 would 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 consolidated financial statements as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015. Dispositions Completed in 2017 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 that the acquirer paid into an escrow account that will be settled within 12 months of closing, 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 7, 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 7, 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. 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 received in connection with these transactions may change due to final working capital adjustments. Dispositions Completed in 2016 On November 28, 2016, the Company sold its subsidiary in Malaysia ("Groupon Malaysia") in exchange for a minority investment in the acquirer. The Company recognized a pretax gain on the disposition of $0.3 million , which represents the excess of $2.3 million in net consideration received, consisting of the $2.5 million fair value of the investment acquired, less $0.2 million in transaction costs, over the sum of (i) the $0.8 million net book value upon closing of the transaction and (ii) its $1.2 million cumulative translation loss, which was reclassified to earnings. The Company did not receive any cash proceeds in connection with the transaction. See Note 7, Investments , for additional information about this transaction. The Company also ceased its operations in South Africa in November 2016. The results of the Company's operations in Malaysia and South Africa, including the gain on the disposition of its operations in Malaysia, are presented within discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2016 and 2015. Discontinued Operations - Ticket Monster On May 27, 2015, the Company sold a controlling stake in Ticket Monster to an investor group. The Company analyzed the quantitative and qualitative factors relevant to the Ticket Monster disposition transaction and determined the disposal of its controlling stake in Ticket Monster represented a strategic shift in its business and that had a major effect on its operations and financial results. As such, the financial results of Ticket Monster, the gain on disposition and the related income tax effects are presented within discontinued operations in the accompanying consolidated financial statements for the year ended December 31, 2015. For the year ended December 31, 2015, the Company recognized a pretax gain on the disposition of $202.2 million ( $154.1 million net of tax), which represents the excess of (a) the $398.8 million in net consideration received, consisting of (i) $285.0 million in cash proceeds and (ii) the $122.1 million fair value of its retained minority investment, less (iii) $8.3 million in transaction costs, over (b) the sum of (i) the $184.3 million net book value of Ticket Monster upon the closing of the transaction and (ii) Ticket Monster's $12.3 million cumulative translation loss, which was reclassified to earnings. See Note 7, Investments , for information about this transaction. The provision for income taxes for the year ended December 31, 2015 includes (i) the $74.8 million current and deferred income tax effects of the Ticket Monster disposition, partially offset by (ii) a $26.8 million tax benefit that resulted from the recognition of a deferred tax asset related to the excess of the tax basis over the financial reporting basis of the Company's investment in Ticket Monster upon meeting the criteria for held-for-sale classification. Results of Discontinued Operations and Assets and Liabilities of Discontinued Operations Th e following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the years ended December 31, 2017, 2016 and 2015 (in thousands): Global Footprint Optimization Ticket Monster Total Year Ended December 31, Year Ended December 31, Year Ended December 31, 2017 (1) (2) 2016 (1) 2015 2017 2016 2015 (1) 2017 (1) (2) 2016 (1) 2015 (1) Third-party and other revenue $ 12,602 $ 97,105 $ 122,384 $ — $ — $ 28,145 $ 12,602 $ 97,105 $ 150,529 Direct revenue 2,962 32,634 42,316 — — 39,065 2,962 32,634 81,381 Third-party and other cost of revenue (2,557 ) (21,697 ) (30,837 ) — — (13,958 ) (2,557 ) (21,697 ) (44,795 ) Direct cost of revenue (3,098 ) (31,792 ) (36,608 ) — — (38,031 ) (3,098 ) (31,792 ) (74,639 ) Marketing expense (1,239 ) (10,776 ) (12,993 ) — — (8,495 ) (1,239 ) (10,776 ) (21,488 ) Selling, general and administrative expense (12,007 ) (72,141 ) (92,264 ) — — (38,102 ) (12,007 ) (72,141 ) (130,366 ) Restructuring charges (778 ) (3,170 ) (1,104 ) — — — (778 ) (3,170 ) (1,104 ) Other income (expense), net 3,852 (4,818 ) (2,953 ) — — 96 3,852 (4,818 ) (2,857 ) Loss from discontinued operations before gains (losses) on dispositions and provision for income taxes (263 ) (14,655 ) (12,059 ) — — (31,280 ) (263 ) (14,655 ) (43,339 ) Gains (losses) on dispositions (1,630 ) 312 — — — 202,158 (1,630 ) 312 202,158 Provision for income taxes (81 ) (2,771 ) (3,865 ) — — (48,028 ) (81 ) (2,771 ) (51,893 ) Income (loss) from discontinued operations, net of tax $ (1,974 ) $ (17,114 ) $ (15,924 ) $ — $ — $ 122,850 $ (1,974 ) $ (17,114 ) $ 106,926 (1) The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 includes the results of each business through its respective disposition date. (2) Selling, general and administrative expense from discontinued operations for the year ended December 31, 2017 includes increases to contingent liabilities under indemnification agreements. See Note 10, Commitments and Contingencies , for 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 Business Dispositions The gains from the transactions below are presented within Gains on business dispositions in the accompanying consolidated statements of operations. The financial results of those entities are presented within income from continuing operations in the accompanying consolidated financial statements through their respective disposition dates. Those financial results were not material for the years ended December 31, 2016 and 2015. 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 7, 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. Groupon Indonesia On August 5, 2016, the Company sold its subsidiary in Indonesia ("Groupon Indonesia") in exchange for a minority investment in the acquirer. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $2.1 million , which represents the excess of $2.4 million in net consideration received, consisting of the $2.7 million fair value of the investment acquired, less $0.3 million in transaction costs, over the sum of (i) the $0.1 million net book value of Groupon Indonesia upon closing of the transaction and (ii) its $0.2 million cumulative translation loss, which was reclassified to earnings. The Company did not receive any cash proceeds in connection with the transaction. Groupon India On August 6, 2015, the Company’s subsidiary in India ("Groupon India") completed an equity financing transaction with a third-party investor that obtained a majority voting interest in the entity. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $13.7 million , which represents the excess of (a) the sum of (i) $14.2 million in net consideration received, consisting of the $16.4 million fair value of its retained minority investment, less $1.3 million in transaction costs and a $0.9 million guarantee liability and (ii) Groupon India's $0.9 million cumulative translation gain, which was reclassified to earnings, over (b) the $1.4 million net book value of Groupon India upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | BUSINESS COMBINATIONS The Company did not acquire any businesses during the year ended December 31, 2017 . For each of the years ended December 31, 2016 and 2015 , $1.6 million of external transaction costs related to business combinations, primarily consisting of legal and advisory fees, are classified within Acquisition-related expense (benefit), net on the consolidated statements of operations. 2016 Acquisition Activity The Company acquired three businesses during the year ended December 31, 2016 and the results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid these premiums for a number of reasons, including growing the Company's merchant and customer base and acquiring an assembled workforce. The goodwill from these business combinations is generally not deductible for tax purposes. LivingSocial, Inc. On October 31, 2016, the Company acquired all of the outstanding equity interests of LivingSocial, Inc. ("LivingSocial"), an e-commerce company that connects merchants to consumers by offering goods and services, generally at a discount. The primary purpose of this acquisition was to grow the Company's customer base. The Company acquired LivingSocial for no consideration. The following table summarizes the assets acquired and liabilities assumed from the LivingSocial acquisition (in thousands): Cash and cash equivalents $ 15,479 Accounts receivable 3,652 Prepaid expenses and other current assets 2,399 Property, equipment and software 1,075 Goodwill 528 Intangible assets: (1) Customer relationships 16,200 Merchant relationships 2,700 Trade name 1,000 Developed technology 2,500 Other non-current assets 5,495 Total assets acquired $ 51,028 Accounts payable $ 2,184 Accrued merchant and supplier payables 18,498 Accrued expenses and other current liabilities 25,854 Other non-current liabilities 4,492 Total liabilities assumed $ 51,028 Total acquisition price $ — (1) The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. The following pro forma information presents the combined operating results of the Company for the years ended December 31, 2016 and 2015 as if the Company had acquired LivingSocial as of January 1, 2015 (in thousands). The underlying pro forma results include the historical financial results of the Company and this acquired business adjusted for depreciation and amortization expense associated with the assets acquired. The pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired entity. Accordingly, these pro forma results are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they indicative of future results of operations. Year Ended December 31, 2016 2015 Revenue $ 3,070,431 $ 3,100,089 Loss from continuing operations (182,781 ) (94,756 ) The revenue and net loss of LivingSocial included in the Company's consolidated statements of operations were $9.3 million and $4.3 million , respectively, for the period from October 31, 2016 through December 31, 2016. Other Acquisitions The Company acquired two other businesses during the year ended December 31, 2016. The acquisition price of those businesses and the assets acquired and liabilities assumed were not material. 2015 Acquisition Activity The Company acquired seven businesses during the year ended December 31, 2015 and the results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. OrderUp, Inc. On July 16, 2015, the Company acquired all of the outstanding equity interests of OrderUp, Inc. ("OrderUp"), an on-demand online and mobile food ordering and delivery marketplace based in the United States. The purpose of this acquisition was to expand the Company's local offerings in the food ordering and delivery sector, acquire an assembled workforce and enhance related technology capabilities. The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 The following table summarizes the allocation of the acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 60,080 Intangible assets: (1) Customer relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 84,930 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses and other current liabilities 2,918 Deferred income taxes 1,715 Other non-current liabilities 21 Total liabilities assumed $ 6,576 Total acquisition price $ 78,354 (1) The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. See Note 13, Restructuring , for additional discussion of the Company's food delivery offerings. Other Acquisitions The Company acquired six other businesses during the year ended December 31, 2015. The primary purpose of those acquisitions was to acquire assembled workforces, expand and advance product offerings and enhance technology capabilities. The acquisition-date fair value of the consideration transferred for those acquisitions totaled $6.0 million , which was paid in cash. The following table summarizes the allocation of the acquisition price of the other acquisitions for the year ended December 31, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Customer relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 283 Total acquisition price $ 5,994 (1) The acquired intangible assets have estimated useful lives of between 1 and 5 years. Pro forma results of operations for the OrderUp acquisition and these other acquisitions are not presented because the pro forma effects of those acquisitions, individually and in the aggregate, were not material to the Company's consolidated results of operations for the year ended December 31, 2015 . |
Property, Equipment and Softwar
Property, Equipment and Software, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Equipment and Software, Net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes the Company's property, equipment and software, net as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Warehouse equipment $ 4,989 $ 4,862 Furniture and fixtures 11,700 14,417 Leasehold improvements 49,605 44,235 Office equipment 2,690 2,606 Purchased software 32,090 35,165 Computer hardware (1) 208,659 197,310 Internally-developed software (2) 249,207 212,961 Total property, equipment and software, gross 558,940 511,556 Less: accumulated depreciation and amortization (407,795 ) (342,104 ) Property, equipment and software, net $ 151,145 $ 169,452 (1) Includes computer hardware acquired under capital leases of $132.3 million and $104.3 million as of December 31, 2017 and 2016 , respectively. (2) The net carrying amount of internally-developed software was $64.5 million and $70.5 million as of December 31, 2017 and 2016 , respectively. Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue - third-party and other $ 26,738 $ 21,277 $ 16,299 Cost of revenue - direct 9,900 10,616 9,178 Selling, general and administrative 78,157 85,068 85,595 Total $ 114,795 $ 116,961 $ 111,072 The above amounts include amortization of internally-developed software of $57.0 million , $55.0 million and $50.0 million , respectively, and amortization expense on assets under capital leases of $35.2 million , $29.8 million and $24.2 million , respectively, for the years ended December 31, 2017 , 2016 and 2015 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the Company's goodwill activity by segment for the years ended December 31, 2017 and 2016 (in thousands): North America EMEA Rest of World International Consolidated Balance as of December 31, 2015 $ 178,746 $ 92,998 $ 6,411 $ — $ 278,155 Goodwill related to acquisitions 1,199 — — — 1,199 Goodwill related to disposition (1,260 ) — (324 ) — (1,584 ) Foreign currency translation — (3,251 ) 32 — (3,219 ) Balance as of December 31, 2016 $ 178,685 $ 89,747 $ 6,119 $ — $ 274,551 Reallocation to new segment — (89,747 ) (6,119 ) 95,866 — Foreign currency translation — — — 12,438 12,438 Balance as of December 31, 2017 $ 178,685 $ — $ — $ 108,304 $ 286,989 The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. No goodwill impairments were recognized for the years ended December 31, 2017, 2016 and 2015. As discussed in Note 18, 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 during the first quarter of 2017. 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 3, Discontinued Operations and Other Business Dispositions , for information about the dispositions of operations in Asia and Latin America. The following table summarizes the Company's intangible assets as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 56,749 $ 46,513 $ 10,236 $ 59,340 $ 40,002 $ 19,338 Merchant relationships 11,598 9,853 1,745 12,015 8,475 3,540 Trade names 12,077 10,469 1,608 11,534 8,004 3,530 Developed technology 36,864 36,864 — 38,388 30,197 8,191 Patents 19,031 15,204 3,827 17,259 14,020 3,239 Other intangible assets 10,875 9,095 1,780 14,044 8,967 5,077 Total $ 147,194 $ 127,998 $ 19,196 $ 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 from continuing operations related to intangible assets was $23.0 million , $18.9 million and $18.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Years Ended December 31, 2018 $ 10,692 2019 6,657 2020 1,147 2021 508 2022 192 Thereafter — Total $ 19,196 Sale of Intangible Assets On September 15, 2017, the Company sold customer lists and other intangible assets in certain food delivery markets to a subsidiary of Grubhub Inc. ("Grubhub"). The Company recognized a pretax gain on the sale of assets of $17.1 million , which represents the excess of the $19.8 million in net proceeds received, consisting of $ 18.5 million received in cash and $1.5 million that the acquirer paid into an escrow account that will be settled within 12 months of closing, less $0.2 million in transaction costs, over the $2.7 million net book value of the assets upon closing of the transaction. See Note 13, Restructuring, for additional information. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's investments as of December 31, 2017 and 2016 (dollars in thousands): December 31, 2017 Percent Ownership of Voting Stock December 31, 2016 Percent Ownership of Voting Stock Available-for-sale securities Convertible debt securities $ 11,354 $ 10,038 Redeemable preferred shares 15,431 19 % to 25 % 17,444 19 % to 25 % Total available-for-sale securities 26,785 27,482 Cost method investments 25,438 1 % to 19 % 31,816 1 % to 19 % Fair value option investments 82,966 10 % to 19 % 82,584 41 % Total investments $ 135,189 $ 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 December 31, 2017 and 2016 , respectively (in thousands): December 31, 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 $ 10,205 $ 1,653 $ (504 ) $ 11,354 $ 8,453 $ 1,691 $ (106 ) $ 10,038 Redeemable preferred shares 15,431 — — 15,431 18,375 — (931 ) 17,444 Total available-for-sale securities $ 25,636 $ 1,653 $ (504 ) $ 26,785 $ 26,828 $ 1,691 $ (1,037 ) $ 27,482 (1) As of December 31, 2017 and 2016, available-for-sale securities with an unrealized loss had been in a loss position for less than 12 months, except for one security in a loss position of $0.5 million and $0.1 million , respectively. 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 and in Nearbuy Pte Ltd. ("Nearbuy," formerly named GroupMax Pte Ltd.), respectively. The Company has made an irrevocable election to account for both of those investments at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting to those investments because it believes that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. Monster LP In May 2015, the Company completed the sale of a controlling stake in Ticket Monster to an investor group, whereby (a) the investor group contributed $350.0 million in cash to Monster LP, a newly-formed limited partnership, in exchange for 70,000,000 Class A units of Monster LP and (b) the Company contributed all of the issued and outstanding share capital of Ticket Monster to Monster LP in exchange for (i) 64,000,000 Class B units of Monster LP and (ii) $285.0 million in cash consideration. Mr. Daniel Shin, the chief executive officer and founder of Ticket Monster, contributed $10.0 million of cash consideration to Monster LP shortly after the closing date in exchange for 2,000,000 Class A units of Monster LP. Additionally, Monster LP was authorized to issue 20,321,839 Class C units to its management, subject to vesting conditions. Under the terms of the Partnership’s amended and restated agreement of limited partnership, its general partner established a Board of Directors and irrevocably assigned the rights to carry out any and all of the objectives and purposes of the partnership to its Board. The general partner is not entitled to receive any distributions. During the fourth quarter of 2015, the Company sold 2,515,461 Class B units for $4.8 million to Mr. Daniel Shin and other employees of Ticket Monster, which resulted in a gain of $0.1 million . In January 2016, all 20,321,839 of the authorized Class C units were granted to Monster LP’s employees. Those share-based payment awards are subject to time-based vesting conditions and, for a portion of the Class C units, a performance-based vesting condition. In December 2016, Monster LP issued a new class of partnership units (Class A-1) to its controlling investor group and a new investor for total proceeds of $65.0 million . The fair value of Monster LP implied by the terms of the $65.0 million equity financing transaction in December 2016 was lower than its estimated fair value in previous periods, which resulted in a significant decrease in the fair value of the Company’s investment for the year ended December 31, 2016. 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 December 31, 2017 and 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 December 31, 2017 and 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 $78.9 million and $78.7 million , respectively, as of December 31, 2017 and 2016. The Company recognized a gain of $0.2 million and losses of $35.4 million and $3.4 million for the years ended December 31, 2017, 2016 and 2015, respectively, from changes in the fair value of its investment. The following tables summarize the condensed financial information for Monster LP as of December 31, 2017 and 2016, for the years ended December 31, 2017 and 2016 and for the period from May 28, 2015 through December 31, 2015 (in thousands): Year Ended December 31, 2017 Year Ended December 31, 2016 Period from May 28, 2015 through December 31, 2015 (1) Revenue $ 280,612 $ 216,119 $ 83,897 Gross profit 37,773 24,774 (18,986 ) Loss before income taxes (124,873 ) (153,882 ) (107,919 ) Net loss (124,873 ) (153,882 ) (107,919 ) December 31, 2017 December 31, 2016 Current assets $ 174,051 $ 171,721 Non-current assets 520,105 466,004 Current liabilities 438,988 345,469 Non-current liabilities 60,977 22,945 (1) The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. Nearbuy In August 2015, Groupon India completed an equity financing transaction with a third-party investor that obtained a majority voting interest in the entity, whereby (a) the investor contributed $17.0 million in cash to Nearbuy, a newly formed Singapore-based entity, in exchange for Series A Preference Shares and (b) the Company contributed the shares of Groupon India to Nearbuy in exchange for seed preference shares of Nearbuy. In January 2017, Nearbuy issued additional Series A Preference Shares to its controlling investor for total proceeds of $3.0 million . Upon closing of that transaction, the Series A Preference Shares are entitled to a $20.0 million liquidation preference, which must be paid prior to any distributions to other equity holders. In December 2017, Nearbuy sold its subsidiary Nearbuy India Pte Ltd., which represented substantially all of its business operations, to a third-party investor in exchange for a minority investment in the acquirer. To determine the fair value of the Company's investment in Nearbuy each period, the first step was to estimate the fair value of Nearbuy in its entirety. The Company used the discounted cash flow method and the market approach to estimate the fair value of Nearbuy. Once the Company determined the fair value of Nearbuy, it then determined the fair value of its specific investment in the entity. Nearbuy has a complex capital structure, so the Company applied an option-pricing model that considers the liquidation preferences of the respective classes of ownership interests in Nearbuy to determine the fair value of its ownership interest in the entity. The Company determined that the fair value of its investment in Nearbuy was $4.0 million and $3.9 million , respectively, as of December 31, 2017 and 2016. The Company recognized a gain of $0.1 million , a loss of $12.8 million and a gain of $0.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, from changes in the fair value of its investment. The following tables summarize the condensed financial information for Nearbuy as of December 31, 2017 and 2016, for the years ended December 31, 2017 and 2016 and for the period from August 7, 2015 through December 31, 2015 (in thousands): Year Ended December 31, 2017 Year Ended December 31, 2016 Period from August 7, 2015 through December 31, 2015 (1) Revenue $ 3,839 $ 3,024 $ 578 Gross profit 3,405 2,570 235 Income (loss) before income taxes (2) 15,122 (15,701 ) (11,479 ) Net income (loss) (2) 15,122 (15,701 ) (10,019 ) December 31, 2017 December 31, 2016 Current assets $ 41 $ 3,383 Non-current assets 18,362 18,467 Current liabilities — 10,458 Non-current liabilities — 2,523 (1) The summarized financial information is presented for the period beginning August 7, 2015, after completion of the Groupon India disposition transaction that resulted in the Company obtaining its minority investment in Nearbuy. (2) Nearbuy's income before income taxes and net income for the year ended December 31, 2017 includes a $22.6 million gain from the sale of its subsidiary Nearbuy India Pte Ltd. 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 November 2016 and August 2016, the Company acquired minority investments in the preferred stock of that company, totaling 12% of its outstanding equity shares, as consideration for the sales of Groupon Malaysia and Groupon Indonesia. The preferred stock was recorded at its acquisition date fair values of $2.5 million and $2.7 million , respectively. 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. In May 2016, the Company acquired a 13% minority investment in the preferred stock of a restaurant software provider as consideration for the sale of Breadcrumb. The preferred stock was recorded at its $8.3 million acquisition date fair value and was accounted for as a cost method investment. In July 2017, the Company sold that investment for total consideration of $16.0 million , consisting of $14.7 million received in cash and $1.3 million that the acquirer paid into an escrow account that will be settled within 18 months of closing. The Company recognized a pretax gain on the disposition of $7.6 million , which is classified within Other income (expense), net on the consolidated statement of operations. In November 2015, the Company acquired convertible redeemable preferred shares in an entity that operates an online local commerce marketplace specializing in live events for $18.4 million . The convertible redeemable preferred shares are accounted for as available-for-sale securities. During the year ended December 31, 2015, the Company also invested $6.6 million in convertible debt securities of other investees. The convertible debt securities are accounted for as available-for-sale securities. Other-than-Temporary Impairment For the year ended December 31, 2017, the Company recorded a $2.9 million other-than-temporary impairment of an investment in redeemable preferred stock, which is reported within Other income (expense), net on the consolidated statements of operations. |
Supplemental Consolidated Balan
Supplemental Consolidated Balance Sheet and Statement of Operations Information | 12 Months Ended |
Dec. 31, 2017 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Supplemental Consolidated Balance Sheet and Statement 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 years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Interest income $ 3,287 $ 1,808 $ 863 Interest expense (20,680 ) (15,912 ) (2,789 ) Gains (losses), net on changes in fair value of investments 382 (48,141 ) (2,943 ) Gain on sale of investment 7,624 — — Foreign currency gains (losses), net (1) 18,634 (6,927 ) (20,701 ) Impairment of investment (2,944 ) — — Other 407 (2,117 ) (16 ) Other income (expense), net $ 6,710 $ (71,289 ) $ (25,586 ) (1) Foreign currency gains (losses), net for the years ended December 31, 2017 and 2016 includes $0.2 million and $0.1 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 13, Restructuring, for additional information. Foreign currency gains (losses), net for the year ended December 31, 2015 includes a $4.4 million cumulative translation loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition, partially offset by a $3.7 million net cumulative translation gain that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. The following table summarizes the Company's prepaid expenses and other current assets as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Merchandise inventories $ 25,528 $ 31,042 Prepaid expenses 40,399 34,132 Income taxes receivable 10,299 11,495 Value-added tax receivable 6,383 5,965 Other 11,416 11,807 Total prepaid expenses and other current assets $ 94,025 $ 94,441 The following table summarizes the Company's accrued merchant and supplier payables as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Accrued merchant payables $ 459,662 $ 428,187 Accrued supplier payables (1) 310,673 342,805 Total accrued merchant and supplier payables $ 770,335 $ 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 December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Refunds reserve $ 31,275 $ 33,104 Compensation and benefits 73,096 55,590 Customer credits 28,487 42,003 Restructuring-related liabilities 4,121 16,395 Income taxes payable 9,645 10,847 Deferred revenue 29,539 35,890 Current portion of capital lease obligations 25,958 28,889 Other 129,075 143,738 Total accrued expenses and other current liabilities $ 331,196 $ 366,456 The following table summarizes the Company's other non-current liabilities as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Long-term tax liabilities $ 43,699 $ 41,611 Capital lease obligations 18,500 19,719 Deferred income taxes 811 1,714 Other 39,398 38,298 Total other non-current liabilities $ 102,408 $ 101,342 The following table summarizes the activity for the components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance at December 31, 2014 $ 36,764 $ 499 $ (1,500 ) $ 35,763 Other comprehensive income (loss) before reclassification adjustments 3,376 (41 ) (113 ) 3,222 Reclassification adjustment included in net income (loss) 12,121 — 100 12,221 Other comprehensive income (loss) 15,497 (41 ) (13 ) 15,443 Balance as of December 31, 2015 52,261 458 (1,513 ) 51,206 Other comprehensive income (loss) before reclassification adjustments 6,579 (70 ) 830 7,339 Reclassification adjustment included in net income (loss) (591 ) — 98 (493 ) Other comprehensive income (loss) 5,988 (70 ) 928 6,846 Balance as of December 31, 2016 58,249 388 (585 ) 58,052 Other comprehensive income (loss) before reclassification adjustments (12,382 ) (1,109 ) — (13,491 ) Reclassification adjustments included in net income (loss) (14,905 ) 1,603 585 (12,717 ) Other comprehensive income (loss) (27,287 ) 494 585 (26,208 ) Balance as of December 31, 2017 $ 30,962 $ 882 $ — $ 31,844 The effects of amounts reclassified from accumulated other comprehensive income (loss) to net income (loss) for the years ended December 31, 2017 , 2016 and 2015 are presented within the following line items in the consolidated statements of operations (in thousands): Year Ended December 31, Consolidated Statements of Operations Line Item 2017 2016 2015 Foreign currency translation adjustments Loss (gain) on dispositions - continuing operations $ — $ (7,468 ) $ (906 ) Gains on business dispositions Loss (gain) on country exits - continuing operations (187 ) (55 ) 714 Other income (expense), net Loss (gain) on disposition - discontinued operations (14,718 ) 6,932 12,313 Income (loss) from discontinued operations, net of tax Reclassification adjustments (14,905 ) (591 ) 12,121 Unrealized gain (loss) on available-for-sale securities Other-than-temporary impairment of available-for-sale security 2,944 — — Other income (expense), net Realized gain on investment (1,341 ) — — Other income (expense), net Reclassification adjustment 1,603 — — Pension adjustments Curtailment gain 583 — — Selling, general and administrative Amortization of net actuarial loss (gain) 2 116 119 Selling, general and administrative Less: Tax effect — (18 ) (19 ) Provision (benefit) for income taxes Reclassification adjustment 585 98 100 Total reclassification adjustments $ (12,717 ) $ (493 ) $ 12,221 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |
Debt Disclosure [Text Block] | 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"). Michael Angelakis, the chief executive officer of Atairos, joined the Company's Board of Directors in connection with the issuance of the Notes. 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, beginning on April 1, 2017. The Notes will mature on April 1, 2022, subject to earlier conversion or redemption. Each $1,000 of principal amount of the Notes initially is convertible into 185.1852 shares of 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"). Based on the closing price of the Company's Common Stock of $5.10 as of December 31, 2017 , the if-converted value of the Notes was less than the principal amount. 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 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 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 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 as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (60,247 ) (71,005 ) Net carrying amount of liability component $ 189,753 $ 178,995 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of December 31, 2017 and 2016 was $285.6 million and $237.4 million , respectively, 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 December 31, 2017 , the remaining term of the Notes is approximately four years, three months. During the years ended December 31, 2017 and 2016 , the Company recognized interest expense on the Notes as follows (in thousands): Year Ended December 31, 2017 2016 Contractual interest expense (3.25% of the principal amount per annum) $ 8,128 $ 6,095 Amortization of debt discount 10,758 7,376 Total interest expense $ 18,886 $ 13,471 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 consolidated balance sheets as of December 31, 2017 and 2016. 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 the Notes and to effectively increase the overall conversion price from $5.40 to $8.50 per share. 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 do 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 and 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 December 31, 2017 and 2016 , the Company had no borrowings under the Amended and Restated Credit Agreement. As of December 31, 2017 and 2016 , the Company had outstanding letters of credit of $22.7 million and $11.1 million , respectively, under the Amended and Restated Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Leases The Company has entered into various non-cancelable operating lease agreements for its offices and data centers throughout the world with lease expirations between 2018 and 2027. Rent expense under operating leases was $42.5 million , $45.4 million and $43.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Sublease income was $7.1 million , $2.7 million and $1.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company leases its headquarters located in Chicago, Illinois ("600 West Chicago"). The Company's lease agreement for 600 West Chicago extends through January 31, 2026 and includes rent escalations that range from one to two percent per year, as well as expansion options and a five-year renewal option. The 600 West Chicago lease represents $92.5 million of the estimated future payments under operating leases shown in the table below. The Company accounts for the 600 West Chicago lease as an operating lease and recognizes rent expense on a straight-line basis, taking into account rent escalations and lease incentives. Certain of the Company's computer hardware has been acquired under capital lease agreements, with expirations between 2018 and 2021. The Company is responsible for paying its proportionate share of specified operating expenses and real estate, personal property and lease taxes under certain of its operating and capital leases agreements. Those operating expenses are not included in the table below. As of December 31, 2017 , the future payments under operating leases and capital leases for each of the next five years and thereafter are as follows (in thousands): Capital Leases Operating Leases 2018 $ 27,094 $ 36,521 2019 10,081 31,677 2020 6,128 28,330 2021 3,616 23,586 2022 — 22,621 Thereafter — 50,755 Total minimum lease payments 46,919 $ 193,490 Less: Amount representing interest (2,461 ) Present value of net minimum capital lease payments 44,458 Less: Current portion of capital lease obligations (25,958 ) Total long-term capital lease obligations $ 18,500 As of December 31, 2017 , the future amounts due to the Company under subleases for each of the next five years and thereafter is as follows (in thousands): Subleases 2018 $ 6,743 2019 5,898 2020 5,492 2021 5,303 2022 5,102 Thereafter 9,277 Total future sublease income $ 37,815 Purchase Obligations The Company has entered into non-cancelable arrangements with third-parties, primarily related to cloud computing and other information technology services. As of December 31, 2017 , future payments under these contractual obligations were as follows (in thousands): 2018 $ 13,577 2019 9,251 2020 1,327 2021 — 2022 — Thereafter — Total purchase obligations $ 24,155 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 (the "Delaware Action"). In the Delaware Action, 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 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 denied the motion on November 17, 2017. The court issued an order construing disputed terms in the patent claims on August 3, 2017. 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. The Patent Trial and Appeal Board denied the Company’s petition for review on October 2, 2017. The Company filed a Request for Rehearing and Reconsideration with the Patent Trial and Appeal Board on November 1, 2017, which was also denied. Trial is scheduled for July 2018 in the Delaware Action. On May 9, 2016, the Company filed a complaint in the United States District Court for the Northern District of Illinois against IBM (the "Illinois Action"). 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 filed its preliminary responses on September 6, 2017. The Patent Office denied one petition and instituted a review of the Company’s patent in response to the other petition, but such review does not include all claims requested by IBM. A trial date is not yet set in the Illinois Action. The Company plans to vigorously defend against the claims filed by IBM in the Delaware Action and the challenges to the Company’s patent in the Illinois Action. 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 reasonably 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 3, Discontinued Operations and Other Business Dispositions ), the Company 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 Stockholde
Stockholders' Equity Stockholders' Equity and Stock-Based Compensation (Note) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY Preferred Stock 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 December 31, 2017 and 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 a share repurchase program. During the year ended December 31, 2017 , the Company purchased 16,906,334 shares for an aggregate purchase price of $60.0 million (including fees and commissions) under that repurchase program. As of December 31, 2017 , up to $135.2 million of common stock remained available for purchase under that program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Amended and Restated Credit Agreement, share price and other factors, and the share repurchase program may be terminated at any time. |
Compensation Arrangements Compe
Compensation Arrangements Compensation Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Arrangements [Abstract] | |
Compensation Arrangements | COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plans In January 2008, the Company adopted the 2008 Stock Option Plan, as amended (the "2008 Plan"), under which options for up to 64,618,500 shares of common stock were authorized to be issued to employees, consultants and directors of the Company. The 2008 Plan was frozen in December 2010. In April 2010, the Company established the Groupon, Inc. 2010 Stock Plan, as amended in April 2011 (the "2010 Plan"), under which options and restricted stock units ("RSUs") for up to 20,000,000 shares of common stock were authorized for future issuance to employees, consultants and directors of the Company. No new awards may be granted under the 2010 Plan following the Company's initial public offering in November 2011. In August 2011, the Company established the Groupon, Inc. 2011 Stock Plan (the "2011 Plan"), as amended in November 2013, May 2014 and June 2016, under which options, RSUs and performance stock units for up to 150,000,000 shares of common stock were authorized for future issuance to employees, consultants and directors of the Company. The Groupon, Inc. Stock Plans described above (the "Plans") are administered by the Compensation Committee of the Board (the "Compensation Committee"), which determines the number of awards to be issued, the corresponding vesting schedule and the exercise price for options. As of December 31, 2017 , 64,668,722 shares of common stock were available for future issuance under the Plans. Prior to January 2008, the Company issued stock options and RSUs that are governed by employment agreements, some of which are still outstanding. The Company recognized stock-based compensation expense from continuing operations of $82.0 million , $115.1 million and $138.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, related to stock awards issued under the Plans and acquisition-related awards. The Company recognized stock-based compensation expense from discontinued operations of $0.2 million , $3.1 million , and $8.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company also capitalized $6.2 million , $9.3 million and $12.2 million of stock-based compensation for the years ended December 31, 2017 , 2016 and 2015 , respectively, in connection with internally-developed software. As of December 31, 2017 , a total of $101.8 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 1.19 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 years ended December 31, 2017 , 2016 and 2015 , 1,879,656 , 1,669,782 and 1,037,198 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. The table below summarizes activity regarding unvested restricted stock units under the Plans for the year ended December 31, 2017 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2016 25,407,846 $ 5.18 Granted 26,829,539 $ 4.10 Vested (16,092,827 ) $ 5.13 Forfeited (7,205,448 ) $ 4.73 Unvested at December 31, 2017 28,939,110 $ 4.32 The weighted-average grant date fair value of restricted stock units granted in 2016 and 2015 was $3.93 and $6.01 , respectively. The fair value of restricted stock units that vested during each of the three years ended December 31, 2017 , 2016 and 2015 was $ 67.0 million , $88.2 million and $163.4 million , respectively. Performance Share Units During the year ended December 31, 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 Compensation Committee'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. The fair value of performance share units that vested during the year ended December 31, 2017 was $1.9 million . During the year ended December 31, 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 was contingent upon the achievement of specified financial and operational targets for the year ended December 31, 2017 and was subject to both continued employment through the performance period and certification by the Compensation Committee that the specified financial and operational targets had been achieved. The maximum number of common shares issuable upon vesting of those performance share units was 2,229,082 shares. Based on the Company's financial and operational results for the year ended December 31, 2017, 278,635 shares became issuable upon vesting of the performance share units following the Compensation Committee's approval in February 2018. Restricted Stock Awards The Company has previously granted restricted stock awards in connection with business combinations. Compensation expense on those awards was recognized on a straight-line basis over the requisite service periods of the awards. During the year ended December 31, 2017 , 1.2 million restricted shares with a fair value of $5.2 million vested. The fair value of restricted stock that vested during the years ended December 31, 2016 and 2015 was $2.2 million and $2.6 million , respectively. There were no restricted shares outstanding as of December 31, 2017 . 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. Based on the Company's financial results for the year ended December 31, 2017 and the Company's closing stock price on February 13, 2018, the date of Compensation Committee approval, 1,307,693 shares became issuable to satisfy that bonus obligation. 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 year ended December 31, 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 (102,803 ) $ 2.24 Forfeited (2,789 ) $ 1.99 Outstanding and exercisable at December 31, 2017 885,580 $ 0.62 1.76 $ 3,967 (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 December 31, 2017 and 2016 , respectively. The Company did not grant any stock options during the years ended December 31, 2017 , 2016 and 2015 . The total intrinsic value of options that were exercised during the years ended December 31, 2017 , 2016 and 2015 was $4.0 million , $1.2 million and $3.0 million , respectively. Swiss Pension Plan The Company maintains a pension plan covering employees in Switzerland pursuant to the requirements of Swiss pension law. Contributions to the Swiss pension plan are paid by the employees and the employer. Certain features of the plan require it to be categorized as a defined benefit plan under U.S. GAAP. These features include a minimum interest guarantee on retirement savings accounts, a predetermined factor for converting accumulated savings account balances into a pension, and death and disability benefits. The projected benefit obligation, net unfunded pension liability and net periodic pension cost as of and for the year ended December 31, 2017 were not material due to a significant decrease in plan participants. The projected benefit obligation and net unfunded pension liability as of December 31, 2016 were $4.8 million and $2.1 million , respectively. The net periodic pension cost for the years ended 2016 and 2015 was $1.1 million and $1.2 million , respectively. |
Restructuring Restructuring
Restructuring Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring [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 consolidated statements of operations. The actions under the company's restructuring plan were completed as of September 30, 2017. During the third quarter of 2017, the Company reached a decision to cease most of its food delivery operations and it entered into a long-term commercial agreement with a subsidiary of 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. See Note 6, Goodwill and Other Intangible Assets , for additional information. For the year ended December 31, 2017 , the Company's restructuring costs associated with ceasing those food delivery operations were $2.6 million , primarily related to employee severance. Additionally, the Company entered into an agreement to sell customer lists and other intangible assets in certain food delivery markets to Grubhub. The Company incurred cumulative costs for employee severance and benefits and other exit costs of $80.2 million under the plan since its inception in September 2015. In addition to those costs, the Company incurred cumulative long-lived asset impairment charges of $7.5 million resulting from its restructuring activities. The following tables summarize the costs incurred by segment related to the Company’s restructuring plan for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 8,172 $ — $ 3,826 $ 11,998 International 4,814 — 2,016 6,830 Consolidated $ 12,986 $ — $ 5,842 $ 18,828 Year Ended December 31, 2016 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 8,548 $ 45 $ 3,304 $ 11,897 International 25,499 283 2,759 28,541 Consolidated $ 34,047 $ 328 $ 6,063 $ 40,438 Year Ended December 31, 2015 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 2,000 $ 6,740 $ 1,755 $ 10,495 International 16,310 474 1,185 17,969 Consolidated $ 18,310 $ 7,214 $ 2,940 $ 28,464 (1) The employee severance and benefit costs for the years ended December 31, 2017, 2016 and 2015 related to the termination of approximately 750 , 900 , and 900 employees, respectively. Substantially all of the remaining cash payments for those costs are expected to be disbursed through April 30, 2018. (2) Asset impairments related to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities. The following table summarizes restructuring liability activity for the years ended December 31, 2017, 2016 and 2015 (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 (1) 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 (1) 12,140 5,842 17,982 Cash payments (23,117 ) (7,826 ) (30,943 ) Foreign currency translation 659 28 687 Balance as of December 31, 2017 $ 3,817 $ 304 $ 4,121 (1) Excludes stock-based compensation of $0.8 million and $4.7 million for the years ended December 31, 2017 and 2016, respectively, related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The components of pretax income (loss) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 30,095 $ (119,095 ) $ (98,181 ) International 6,050 (52,432 ) 1,924 Income (loss) before provision (benefit) for income taxes $ 36,145 $ (171,527 ) $ (96,257 ) The provision (benefit) for income taxes for the years ended December 31, 2017 , 2016 and 2015 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2017 2016 2015 Continuing Operations $ 7,544 $ (5,318 ) $ (23,010 ) Discontinued Operations — 2,771 51,893 Total $ 7,544 $ (2,547 ) $ 28,883 The pretax income from discontinued operations, including the pretax gain resulting from the sale of a controlling stake in Ticket Monster, was considered for purposes of allocating tax benefits to the loss from continuing operations for the year ended December 31, 2015. The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2017 , 2016 and 2015 consisted of the following components (in thousands): Year Ended December 31, 2017 2016 2015 Current taxes: U.S. federal $ (120 ) $ (1,093 ) $ (23,913 ) State 191 912 (2,613 ) International 6,870 5,311 14,558 Total current taxes 6,941 5,130 (11,968 ) Deferred taxes: U.S. federal (1,335 ) (4,262 ) (8,936 ) State 50 (11 ) 4,324 International 1,888 (6,175 ) (6,430 ) Total deferred taxes 603 (10,448 ) (11,042 ) Provision (benefit) for income taxes $ 7,544 $ (5,318 ) $ (23,010 ) The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): Year Ended December 31, 2017 2016 2015 U.S. federal income tax provision (benefit) at statutory rate $ 12,651 $ (60,035 ) $ (33,690 ) Foreign income and losses taxed at different rates (1) 4,524 9,410 3,297 State income taxes, net of federal benefits, and state tax credits (4,980 ) (4,694 ) (16,382 ) Change in valuation allowances (36,057 ) 13,797 43,782 Effect of income tax rate changes on deferred items (2) 20,466 7,135 (117 ) Tax effects of intercompany transactions 3,332 853 12,448 Adjustments related to uncertain tax positions 1,824 (4,899 ) (15,032 ) Non-deductible stock-based compensation expense 5,002 6,724 5,143 Tax shortfalls on stock-based compensation awards (3) 4,290 12,585 — Non-deductible (or non-taxable) change in fair value of investment — 4,484 (334 ) Federal research and development credits (7,862 ) (8,547 ) (14,636 ) Tax effects of income (losses) from forgiveness of intercompany liabilities (2,494 ) 15,187 — Deductions for investments in subsidiaries that have ceased operations — (645 ) (4,924 ) Non-taxable gains on business dispositions — (3,481 ) (5,070 ) Non-deductible or non-taxable items 6,848 6,808 2,505 Provision (benefit) for income taxes $ 7,544 $ (5,318 ) $ (23,010 ) (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2017. This results in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2017, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in certain foreign jurisdictions with lower tax rates. (2) The effect of income tax rate changes on deferred items for the year ended December 31, 2017 is primarily related to the U.S. tax reform legislation that was signed into law on December 22, 2017, which included a reduction of the U.S. Federal income tax rate to 21 percent. That rate reduction did not impact the Company's provision for income taxes for the year ended December 31, 2017 due to the valuation allowance against the Company's U.S. net deferred tax assets. (3) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. The deferred income tax assets and liabilities consisted of the following components as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Deferred tax assets: Accrued expenses and other liabilities $ 36,786 $ 47,144 Stock-based compensation 3,720 6,772 Net operating loss and tax credit carryforwards 208,040 192,381 Intangible assets, net 23,722 11,854 Investments 814 1,080 Unrealized foreign currency exchange losses 2,771 9,987 Other 687 1,155 Total deferred tax assets 276,540 270,373 Less valuation allowances (238,702 ) (220,611 ) Deferred tax assets, net of valuation allowance 37,838 49,762 Deferred tax liabilities: Prepaid expenses and other assets (10,011 ) (6,538 ) Property, equipment and software, net (11,315 ) (22,292 ) Convertible senior notes (2,773 ) (4,529 ) Deferred revenue (10,436 ) (12,966 ) Total deferred tax liabilities (34,535 ) (46,325 ) Net deferred tax asset (liability) $ 3,303 $ 3,437 The Company has incurred significant losses in recent periods and had an accumulated deficit of $1,088.2 million as of December 31, 2017. As a result, the Company maintained valuation allowances against its domestic deferred tax assets and substantially all of its foreign deferred tax assets as of December 31, 2017 and 2016 to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. A cumulative loss in the most recent three-year period is a significant piece of negative evidence that is difficult to overcome when assessing the realizability of deferred tax assets. Prior to 2016, the Company’s operations in the United States were in a cumulative income position over the preceding three-year period. However, due to the Company’s strategic decision in late 2015 to significantly increase marketing spend to accelerate customer growth, the Company forecasted that those operations would be in a three-year cumulative loss position by the end of 2016. Based on that forecasted cumulative three-year pretax loss and its recent financial performance, the Company recorded a valuation allowance against its net deferred tax assets in the United States as of December 31, 2015, which resulted in a $26.0 million charge to income tax expense for the year then ended. The Company had $220.9 million of federal and $701.9 million of state net operating loss carryforwards as of December 31, 2017, which will begin expiring in 2027 and 2019, respectively. As of December 31, 2017, the Company had $407.9 million of foreign net operating loss carryforwards, a significant portion of which carry forward for an indefinite period. The Company is subject to taxation in the United States, state jurisdictions and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table summarizes activity related to the Company's gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Beginning Balance $ 80,081 $ 79,637 $ 98,321 Increases related to prior year tax positions 960 1,708 — Decreases related to prior year tax positions (1,196 ) (3,154 ) (25,702 ) Increases related to current year tax positions 9,571 11,443 10,590 Decreases based on settlements with taxing authorities — (3,176 ) — Decreases due to lapse of statute limitations (3,777 ) (4,906 ) — Foreign currency translation 1,720 (1,471 ) (3,572 ) Ending Balance $ 87,359 $ 80,081 $ 79,637 The total amount of unrecognized tax benefits as of December 31, 2017, 2016 and 2015 that, if recognized, would affect the effective tax rate are $37.6 million , $34.5 million and $40.8 million , respectively. The Company recognized $0.2 million , $1.2 million and $0.1 million of interest and penalties within Provision (benefit) for income taxes on its consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively. Total accrued interest and penalties as of December 31, 2017, 2016 and 2015 were $4.8 million , $4.6 million and $5.8 million , respectively, and are included within Other non-current liabilities in the consolidated balance sheets. The Company is currently under IRS audit for the 2013 and 2014 tax years. Additionally, the Company is currently under audit by several foreign jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of the Company's control, which influence the progress and completion of those audits. The Company recognized income tax benefits of $3.0 million , $8.4 million and $25.6 million for the years ended December 31, 2017, 2016 and 2015, respectively, as a result of new information that impacted its estimates of the amounts that are more-likely-than not of being realized upon settlement of the related tax positions and due to expirations of the applicable statutes of limitations. During the fourth quarter 2017, the Company received an income tax assessment and a notification of potential assessment from the tax authorities in two foreign jurisdictions, totaling $138.1 million in the aggregate. The Company believes that the assessments, which primarily relate to transfer pricing on transactions occurring from 2011 to 2014, are without merit and it intends to vigorously defend itself in those matters. In addition to any potential increases in its liabilities for uncertain tax positions from the ultimate resolution of those assessments, the Company believes that it is reasonably possible that reductions of up to $37.9 million in unrecognized tax benefits may occur within the 12 months following December 31, 2017 upon closing of income tax audits or the expiration of applicable statutes of limitations. The Tax Cuts and Jobs Act (the "Jobs Act") was signed into law on December 22, 2017. That tax reform legislation, which included a reduction in the U.S. Federal income tax rate to 21 percent, did not have a material impact on the Company’s provision for income taxes for the year ended December 31, 2017 due to the valuation allowance against the Company’s net deferred tax assets in the United States. Additionally, the Company does not expect to incur the deemed repatriation tax established by that legislation due to the aggregate cumulative losses of its foreign operations. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP to situations in which an entity does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Jobs Act. That guidance specifies that, for income tax effects of the Jobs Act that can be reasonably estimated but for which the accounting and measurement analysis is not yet complete, entities should report provisional amounts in the reporting period that includes the enactment date and those provisional amounts can be adjusted for a measurement period not to exceed one year from the enactment date. Additionally, for income tax effects of the Jobs Act that cannot be reasonably estimated, entities should report provisional amounts for those income tax effects in the first reporting period in which a reasonable estimate can be determined, not to exceed one year from the enactment date. The Company has made provisional estimates for the impact of the Jobs Act related to the re-measurement of deferred income taxes, valuation allowances, uncertain tax positions, and its assessment of permanently reinvested earnings. Those estimates may be impacted by the need for further analysis and future clarification and guidance regarding available tax accounting methods and elections, earnings and profits computations and state tax conformity to federal tax changes. Additionally, while the Company does not expect to incur the deemed repatriation tax, it has not yet finalized the related calculations. The Jobs Act also establishes global intangible low-taxed income ("GILTI") provisions that impose a tax on foreign income in excess of a deemed return on intangible assets of foreign corporations. The Company is in the process of evaluating the impact of prospective taxes on GILTI and has not yet determined whether its accounting policy will be to recognize deferred taxes for basis differences that are expected to affect the amount of GILTI inclusion upon reversal or to recognize taxes on GILTI as an expense in the period incurred. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. Additionally, while the Company does not expect to incur the deemed repatriation tax established by the Jobs Act, an actual repatriation from its non-U.S. subsidiaries could be subject to foreign and U.S. state income taxes. Aside from limited exceptions as of December 31, 2017 for which the related deferred tax liabilities recognized are immaterial, the Company does not intend to distribute earnings of foreign subsidiaries for which it has an excess of the financial reporting basis over the tax basis of its investments and therefore has not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of the Company's foreign subsidiaries is not practical due to the complexities associated with the calculation. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2017 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY In 2011, the Company entered into an arrangement with a strategic partner to offer deals related to live events, and a limited liability company ("LLC") was established to administer that arrangement. The Company and the strategic partner each own 50% of the outstanding LLC interests and income and cash flows of the LLC are allocated based on agreed upon percentages specified in the related LLC agreement. The Company's obligations associated with its interests in the LLC are primarily administering transactions, contributing intellectual property, identifying deals and promoting the sale of deal offerings, coordinating the distribution of deal offerings and providing the record keeping. Under the LLC agreement, as amended, the LLC shall be dissolved upon the occurrence of any of the following events: (1) either party becoming a majority owner; (2) July 11, 2019; (3) certain elections of the Company or the strategic partner based on the operational performance of the LLC or other changes to certain terms in the agreement; (4) election of either the Company or the strategic partner in the event of bankruptcy by the other party; (5) sale of the LLC; or (6) a court's dissolution of the LLC. Variable interest entities ("VIEs") are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., the ability to make significant decisions through voting rights and the right to receive the expected residual returns of the entity or the obligation to absorb the expected losses of the entity). A variable interest holder that has both (a) the power to direct the activities of the VIE that most significantly impact its economic performance and (b) either an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE is referred to as the primary beneficiary and must consolidate the VIE. The Company has determined that the LLC is a VIE and the Company is its primary beneficiary. The Company consolidates the LLC because it has the power to direct the activities of the LLC that most significantly impact the LLC's economic performance. In particular, the Company identifies and promotes the deal offerings, provides all of the operational and back office support, presents the LLC's deal offerings via the Company's websites and mobile applications and provides the editorial resources that create the verbiage for the related deal offers. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company's assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Cash equivalents - Cash equivalents primarily consist of AAA-rated money market funds. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. Fair value option and available-for-sale securities investments - See Note 7, Investments , for discussion of the valuation methodologies used to measure the fair value of the Company's investments in Monster LP and Nearbuy. 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 were 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 recorded in earnings within Acquisition-related expense (benefit), net on the consolidated statements of operations. The Company used an income approach to value contingent consideration obligations 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 as of December 31, 2017 and 2016 (in thousands): Fair Value Measurement at Reporting Date Using Description December 31, 2017 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 137,975 $ 137,975 $ — $ — Fair value option investments 82,966 — — 82,966 Available-for-sale securities: Convertible debt securities 11,354 — — 11,354 Redeemable preferred shares 15,431 — — 15,431 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 years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Assets Fair value option investments: Beginning Balance $ 82,584 $ 130,725 $ — Acquisitions of investments — — 138,475 Sale of investments carried at fair value — — (4,807 ) Total gains (losses) included in earnings 382 (48,141 ) (2,943 ) Ending Balance $ 82,966 $ 82,584 $ 130,725 Unrealized (losses) gains still held (1) $ 382 $ (48,141 ) $ (3,023 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,038 $ 10,116 $ 2,527 Purchases and acquisition of convertible debt securities 1,612 — 6,635 Maturity of convertible debt security (1,843 ) (1,685 ) — Total gains (losses) included in other comprehensive income (loss) (437 ) 703 385 Total gains (losses) included in earnings (2) 1,984 904 569 Ending Balance $ 11,354 $ 10,038 $ 10,116 Unrealized gains (losses) still held (1) $ 1,303 $ 1,607 $ 954 Redeemable preferred shares: Beginning Balance $ 17,444 $ 22,834 $ 4,910 Purchase of redeemable preferred shares — — 18,375 Total gains (losses) included in other comprehensive income (loss) 931 (816 ) (451 ) Other-than-temporary impairment included in earnings (2,944 ) — — Transfer to cost method investment classification upon elimination of redemption feature — (4,574 ) — Ending Balance $ 15,431 $ 17,444 $ 22,834 Unrealized gains (losses) still held (1) $ (2,013 ) $ (816 ) $ (451 ) Liabilities Contingent Consideration: Beginning Balance $ 14,588 $ 10,781 $ 1,983 Issuance of contingent consideration in connection with acquisitions — — 9,605 Settlements of contingent consideration liabilities (7,858 ) — (716 ) Reclass to non-fair value liabilities when no longer contingent (6,778 ) (285 ) (331 ) Total losses (gains) included in earnings (3) 48 4,092 240 Ending Balance $ — $ 14,588 $ 10,781 Unrealized losses (gains) still held (1) $ — $ 3,966 $ (148 ) (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 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. For the years ended December 31, 2016 and 2015, the Company recorded $0.3 million and $7.2 million , respectively, of impairment charges related to property, equipment and software as a result of the Company's restructuring activities (refer to Note 13, Restructuring ). Those long-lived assets were written down to their estimated fair values of zero as of December 31, 2016 and 2015. The Company did not record any significant nonrecurring fair value measurements after initial recognition for the year ended December 31, 2017. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the consolidated financial statements as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 25,438 $ 32,792 $ 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 December 31, 2017 and 2016 due to their short-term nature. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
LOSS PER SHARE OF CLASS A AND CLASS B COMMON STOCK [Abstract] [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, performance bonus 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 11, Stockholders’ Equity, 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 year ended December 31, 2017 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ 28,601 Less: Net income (loss) attributable to noncontrolling interests 12,587 Net income (loss) attributable to common stockholders - continuing operations $ 16,014 Net income (loss) attributable to common stockholders - discontinued operations (1,974 ) Net income (loss) attributable to common stockholders $ 14,040 Denominator Shares used in computation of basic net income (loss) per share 559,367,075 Weighted-average effect of diluted securities: Stock Options 842,047 Restricted Stock 488,773 Restricted Stock Units 7,153,674 Employee Stock Purchase Plan 201,504 Performance Share Units and Performance Bonus Awards 365,298 Shares used in computation of diluted net income (loss) per share 568,418,371 Basic net income (loss) per share: Continuing operations $ 0.03 Discontinued operations (0.00 ) Basic net income (loss) per share $ 0.03 Diluted net income (loss) per share (1) : Continuing operations $ 0.03 Discontinued operations (0.01 ) Diluted net income (loss) per share $ 0.02 (1) The potentially dilutive impact of warrants and convertible senior notes has been excluded from the calculation of diluted net income (loss) per share for the year ended December 31, 2017 as the effect on net income (loss) per share from continuing operations was antidilutive. The following table sets forth the computation of basic and diluted loss per share of the common stock and the Class A and Class B common stock for the year ended December 31, 2016 (in thousands, except share amounts and per share amounts): Period from January 1, 2016 through October 31, 2016 (pre-conversion) Period from November 1, 2016 through December 31, 2016 (post-conversion) Year Ended December 31, 2016 (2) Class A Class B Common Total Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (151,284 ) $ (632 ) $ (14,293 ) $ (166,209 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 9,559 40 1,665 11,264 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (160,843 ) $ (672 ) $ (15,958 ) $ (177,473 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations (7,152 ) (30 ) (9,932 ) (17,114 ) Allocation of net income (loss) attributable to common stockholders $ (167,995 ) $ (702 ) $ (25,890 ) $ (194,587 ) Denominator Weighted-average common shares outstanding 574,755,214 2,399,976 574,884,987 576,354,258 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.28 ) $ (0.28 ) $ (0.03 ) $ (0.31 ) Discontinued operations (0.01 ) (0.01 ) (0.02 ) (0.03 ) Basic and diluted net income (loss) per share $ (0.29 ) $ (0.29 ) $ (0.05 ) $ (0.34 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the years ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. The following table sets forth the computation of basic and diluted loss per share of Class A and Class B common stock for the year ended December 31, 2015 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2015 Class A Class B Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (72,977 ) $ (270 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 12,963 48 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (85,940 ) $ (318 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations 106,531 395 Allocation of net income (loss) attributable to common stockholders $ 20,591 $ 77 Denominator Weighted-average common shares outstanding 647,706,249 2,399,976 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.13 ) $ (0.13 ) Discontinued operations 0.16 0.16 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 (1) The potentially dilutive impacts of a conversion of Class B to Class A shares and outstanding equity awards have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2015 as their effect on net income (loss) per share from continuing operations was antidilutive. The following weighted-average outstanding equity awards are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share from continuing operations: Year Ended December 31, 2017 2016 2015 Stock options 13,000 1,204,512 1,884,958 Restricted stock units 8,087,545 33,480,458 41,079,648 Performance share units — 125,934 — Restricted stock — 1,335,613 1,346,447 Employee Stock Purchase Plan — 1,184,330 916,837 Convertible senior notes 46,296,300 34,213,474 — Warrants 46,296,300 29,761,907 — Total 100,693,145 101,306,228 45,227,890 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
SEGMENT INFORMATION [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 3, Discontinued Operations and Other Business Dispositions , 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 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 years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America Local - Third-party and other $ 825,579 $ 762,314 $ 701,312 Goods: Third-party 16,768 9,068 7,151 Direct 993,326 1,297,810 1,257,548 Travel - Third-party 78,495 82,577 81,731 Total North America revenue (1) $ 1,914,168 $ 2,151,769 $ 2,047,742 International Local - Third-party and other $ 281,466 $ 270,045 $ 335,112 Goods: Third-party 20,358 32,681 65,361 Direct 584,099 509,364 447,119 Travel - Third-party 43,786 49,756 59,482 Total International revenue (1) $ 929,709 $ 861,846 $ 907,074 (1) North America includes revenue from the United States of $1,884.7 million , $2,120.3 million and $2,022.5 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. International includes revenue from the United Kingdom of $343.9 million , $321.9 million , and $336.2 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. There were no other individual countries that represent more than 10% of consolidated total revenue for the years ended December 31, 2017 , 2016 , and 2015 . 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. Beginning in the second quarter of 2017, the Company updated its attribution of revenue by country to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. The following table summarizes gross profit by reportable segment for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America Local - Third-party and other $ 708,573 $ 660,983 $ 600,893 Goods: Third-party 12,929 7,470 5,931 Direct 145,582 152,739 127,720 Travel - Third-party 60,594 64,355 67,027 Total North America gross profit $ 927,678 $ 885,547 $ 801,571 International Local - Third-party and other $ 265,348 $ 250,435 $ 310,842 Goods: Third-party 17,910 27,976 55,141 Direct 82,637 71,504 68,036 Travel - Third-party 40,288 45,191 52,220 Total International gross profit $ 406,183 $ 395,106 $ 486,239 The following table summarizes operating income by reportable segment for the year ended December 31, 2017 , 2016 , and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Operating income (loss) (1)(2)(3) North America (4) $ (45 ) $ (85,423 ) $ (107,836 ) International 29,480 (14,815 ) 37,165 Total operating income (loss) $ 29,435 $ (100,238 ) $ (70,671 ) (1) Includes stock-based compensation of $76.1 million , $104.7 million , and $124.1 million for North America and $5.7 million , $9.5 million , and $14.3 million for International for the years ended December 31, 2017 , 2016 , and 2015 , respectively. (2) Includes acquisition-related (benefit) expense, net of $5.7 million and $1.9 million for North America for the years ended December 31, 2016 and 2015, respectively. (3) Includes restructuring charges of $12.0 million (which includes $0.8 million of stock-based compensation), $11.9 million (which includes $2.6 million of stock-based compensation), and $10.5 million for North America for the years ended December 31, 2017, 2016 and 2015, respectively. Includes restructuring charges of $6.8 million , $28.5 million (which includes $2.1 million of stock-based compensation), and $18.0 million for International for the years ended December 31, 2017, 2016 and 2015, respectively. (4) Operating income for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for a securities litigation matter that was subsequently settled. The following table summarizes the Company's total assets by reportable segment as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 North America (1) $ 1,045,072 $ 1,122,261 International 632,433 563,864 Assets of discontinued operations — 75,252 Consolidated total assets $ 1,677,505 $ 1,761,377 (1) North America contains assets from the United States of $1,006.2 million and $1,057.6 million as of December 31, 2017 and 2016 , respectively. International contains assets from Ireland of $219.7 million and $203.2 million as of December 31, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2017 and 2016 . The following table summarizes the Company's tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 North America (1) $ 63,402 $ 69,577 International (2) 21,850 24,206 Consolidated total $ 85,252 $ 93,783 (1) Substantially all tangible property and equipment within North America is located in the United States. (2) Tangible property and equipment, net located within Ireland represented approximately 12% and 17% of the Company's consolidated tangible property and equipment, net as of December 31, 2017 and 2016 , respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2017 and 2016 . The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America $ 121,616 $ 116,865 $ 108,973 International 16,211 19,044 20,409 Consolidated total $ 137,827 $ 135,909 $ 129,382 The following table summarizes the Company's expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America $ 5,917 $ 9,770 $ 10,207 International 5,106 5,255 16,570 Consolidated total $ 11,023 $ 15,025 $ 26,777 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTION On December 28, 2016, the Company entered into a sublease for portions of its office space in Chicago, Illinois to Uptake, Inc. ("Uptake"), a Lightbank LLC ("Lightbank") portfolio company. Brad Keywell, one of the Company's directors at the time it entered into the sublease, is the chief executive officer of Uptake. Eric Lefkofsky, the Company's Chairman of the Board, and Mr. Keywell co-founded Lightbank. They are the majority shareholders of Lightbank, and Mr. Keywell was a managing director of Lightbank until February 2017. The sublease was negotiated on an arm’s-length basis and is a market rate transaction on terms that the Company believes are no less favorable than would have been reached with an unrelated third party. The sublease extends through January 31, 2026 and the sublease rentals over that term total approximately $18.2 million . Pursuant to the Company’s related party transaction policy, the Company’s Audit Committee approved the Company entering into the sublease. For the year ended December 31, 2017, the Company recognized $1.9 million in income from the sublease. |
Quarterly Results
Quarterly Results | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Results [Abstract] | |
Quarterly Results | QUARTERLY RESULTS (UNAUDITED) The following table represents data from the Company's unaudited consolidated statements of operations for the most recent eight quarters. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all normal recurring adjustments necessary to fairly state the information for the periods presented. The results of operations of any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands, except share and per share amounts). Quarter Ended Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, 2017 2017 (1) 2017 (1) 2017 (1) 2016 (1)(2) 2016 (1) 2016 (1) 2016 (1) Consolidated Statements of Operations Data: Revenue $ 873,166 $ 634,466 $ 662,619 $ 673,626 $ 904,865 $ 686,555 $ 723,760 $ 698,435 Cost of revenue 486,248 325,041 334,552 364,175 552,959 393,287 408,383 378,333 Gross profit 386,918 309,425 328,067 309,451 351,906 293,268 315,377 320,102 Income (loss) from operations 49,726 (1,213 ) (7,398 ) (11,680 ) 9,503 (24,840 ) (39,753 ) (45,148 ) Income (loss) from continuing operations 51,071 3,802 (5,403 ) (20,869 ) (39,455 ) (34,447 ) (48,768 ) (43,539 ) Income (loss) from discontinued operations, net of tax (223 ) (862 ) (1,376 ) 487 (10,749 ) (1,345 ) (2,963 ) (2,057 ) Net income (loss) attributable to Groupon, Inc. 47,721 59 (9,326 ) (24,414 ) (52,588 ) (37,976 ) (54,904 ) (49,119 ) Basic net income (loss) per share (2)(3) : Continuing operations $ 0.09 $ 0.00 $ (0.01 ) $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.09 ) $ (0.08 ) Discontinued operations (0.00 ) (0.00 ) (0.01 ) 0.00 (0.02 ) (0.01 ) (0.01 ) (0.00 ) Basic net income (loss) per share $ 0.09 $ 0.00 $ (0.02 ) $ (0.04 ) $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) Diluted net income (loss) per share (2)(3) : Continuing operations $ 0.08 $ 0.00 $ (0.01 ) $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.09 ) $ (0.08 ) Discontinued operations (0.00 ) (0.00 ) (0.01 ) 0.00 (0.02 ) (0.01 ) (0.01 ) (0.00 ) Diluted net income (loss) per share $ 0.08 $ 0.00 $ (0.02 ) $ (0.04 ) $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) (1) Income (loss) from continuing operations for the three months ended September 30, 2017, June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016 includes restructuring charges of $11.5 million , $4.6 million , $2.7 million , $12.1 million , $1.2 million , $15.7 million and $11.5 million , respectively. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. The denominator of the basic and diluted loss per share calculations for the three months ended December 31, 2016 reflects the weighted-average Class A and Class B common shares outstanding for the period from October 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016. (3) The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The 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 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 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. |
New Accounting Standards | Adoption of New Accounting Standards The Company adopted the guidance in ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business , on July 1, 2017. This ASU provides clarification on the definition of a business and provides guidance on whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance in ASU 2017-01 was applied in determining that the sale of customer lists and other intangible assets in certain food delivery markets, as described in Note 6, Goodwill and Other Intangible Assets, did not meet the definition of a business. The adoption of ASU 2017-01 did not otherwise impact the accompanying 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. The Company adopted the guidance in ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting , on January 1, 2016. Under this ASU, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company elected to recognize forfeitures as they occur and the impact of that change in accounting policy was recorded as a $3.1 million cumulative effect adjustment to increase accumulated deficit as of January 1, 2016. Additionally, ASU 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to provision (benefit) for income taxes. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings was applied on a prospective basis to settlements occurring on or after January 1, 2016 and the impact of applying that guidance was not material to the consolidated financial statements for the years ended December 31, 2017 and 2016. ASU 2016-09 also requires that all income tax-related cash flows resulting from share-based payment awards be reported as operating activities in the consolidated statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company elected to apply that change in cash flow classification on a retrospective basis, which resulted in an increase of $7.6 million to net cash provided by operating activities and a corresponding increase to net cash used in financing activities for the year ended December 31, 2015. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying consolidated financial statements. 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 consolidated financial statements. |
Reclassifications | Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, stock-based compensation, income taxes, valuation of 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Company's credit card and other payment processors and from merchants and performance marketing networks for commissions earned on consumer purchases. The carrying amount of the Company's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. |
Inventory, Policy [Policy Text Block] | Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out ("FIFO") method of accounting and are valued at the lower of cost or net realizable value. The Company writes down its inventory to the lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. |
Restricted Cash | Restricted Cash Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to letters of credit with financial institutions. The Company had $4.9 million and $0.4 million of restricted cash recorded within Prepaid expenses and other current assets and Other non-currents assets, respectively, as of December 31, 2017 . The Company had $5.8 million and $6.2 million of restricted cash recorded within Prepaid expenses and other current assets and Other non-currents assets, respectively, as of December 31, 2016 . |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost and assets under capital leases are stated at the lesser of the present value of minimum lease payments or their fair market value. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer hardware and office equipment, five to ten years for furniture and fixtures and warehouse equipment and the shorter of the term of the lease or the asset’s useful life for leasehold improvements and assets under capital leases. |
Internal-Use Software | Internal-Use Software The Company incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within Property, equipment and software, net on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the two -year estimated useful life of the assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For reporting units with a negative book value (i.e., excess of liabilities over assets), the Company evaluates qualitative factors to determine whether it is necessary to perform the second step of the goodwill impairment test. |
Investments | Investments Investments in nonmarketable equity shares with no redemption provisions that are not common stock or in-substance common stock or for which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and are classified within Investments on the consolidated balance sheets. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Investments in common stock or in-substance common stock for which the Company has the ability to exercise significant influence are accounted for under the equity method, except where the Company has made an irrevocable election to account for the investments at fair value. These investments are classified within Investments on the consolidated balance sheets. The Company's proportionate share of income or loss on equity method investments and changes in the fair values of investments for which the fair value option has been elected are presented within Other income (expense), net on the consolidated statements of operations. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within Investments on the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other comprehensive income (loss) on the consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the consolidated statements of operations. |
Other-than-Temporary Impairment of Investments | Other-than-Temporary Impairment of Investments An unrealized loss exists when the current fair value of an investment is less than its cost basis. The Company conducts reviews of its investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. This evaluation, which is performed at the individual investment level, considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company's intent and ability to hold the investment for a period of time that is sufficient to allow for an anticipated recovery in value. Evidence considered in this evaluation includes the amount of the impairment, the length of time that the investment has been impaired, the factors contributing to the impairment, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company's strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery in value. Additionally, the Company considers whether it intends to sell the investment or whether it is more likely than not that it will be required to sell the investment before recovery of its amortized cost basis. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are not recorded for cost method investments and equity method investments, while such losses are recorded, net of tax, in accumulated other comprehensive income (loss) for available-for-sale securities. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 14, Income Taxes , for further information about the Company's valuation allowance assessments. The Company is subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, the Company's effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions or by changes in the relevant laws, regulations, principles and interpretations. The Company accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Lease and Asset Retirement Obligations | Lease and Asset Retirement Obligations The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within Selling, general and administrative on the consolidated statements of operations. Minimum lease payments made under capital leases are apportioned between interest expense, which is presented within Other income (expense), net on the consolidated statements of operations, and a reduction of the related capital lease obligations, which are classified within Accrued expenses and other current liabilities and Non-current liabilities on the consolidated balance sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within Selling, general and administrative on the consolidated statements of operations. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. Third-party revenue The Company generates third-party revenue from transactions in which it acts as a marketing agent, primarily by selling vouchers ("Groupons") through its online local commerce marketplaces that can be redeemed for goods or services with third-party merchants. The Company's marketplaces include three primary categories of offerings: Local, Goods and Travel. Third-party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant. Revenue is presented on a net basis because the Company is acting as a marketing agent of the merchant in those transactions. Third-party revenue is recognized when the customer purchases a voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Company's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Company's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. For a portion of the hotel offerings available through the Company's online local marketplaces, customers make room reservations directly through its websites. Such reservations are generally cancelable at any time prior to check-in and the Company defers the revenue on those transactions until the customer's stay commences. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Company retains all of the gross billings. The Company recognizes variable consideration from unredeemed vouchers and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Company believes is shortly after deal expiration in most jurisdictions that have payment arrangements structured under a redemption model. Direct revenue The Company generates direct revenue from selling merchandise inventory through its Goods category. Direct revenue is reported on a gross basis as the purchase price received from the customer. The Company is the primary obligor in those transactions, is subject to general inventory risk and has latitude in establishing prices. For Goods transactions in which the Company acts as a marketing agent of a third-party merchant, revenue is recorded on a net basis and is presented within third-party revenue. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Other revenue Commission revenue is earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. The Company recognizes that commission revenue in the period in which the underlying transactions are completed. Advertising revenue is recognized when the advertiser's logo or website link has been included on the Company's websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Refunds Estimated refunds are recorded as a reduction of revenue, except for refunds on third-party revenue transactions for which the merchant’s share is not recoverable, which are presented as a cost of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the consolidated balance sheets. The Company estimates future refunds using a model that incorporates historical refund experience, including the relative risk of refunds based on deal category. The portion of customer refunds for which the merchant's share is not recoverable on third-party revenue deals is estimated based on the refunds that are expected to be issued after expiration of the related vouchers, the refunds that are expected to be issued due to merchant bankruptcies or poor customer experience and whether the payment terms of the related merchant contracts are structured using a redemption payment model or a fixed payment model. The Company assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Company's refund policies or general economic conditions, may cause future refunds to differ from its initial estimates. If actual results are not consistent with the estimates or assumptions stated above, the Company may need to change its future estimates, and the effects could be material to the consolidated financial statements. Discounts The Company provides discount offers to encourage purchases of goods and services through its marketplaces. The Company records discounts as a reduction of revenue. Sales and related taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. |
Cost of Sales, Policy [Policy Text Block] | Cost of Revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Company's fulfillment center. For third-party revenue transactions, cost of revenue includes estimated refunds for which the merchant's share is not recoverable. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of the Company's websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees, are attributed to cost of third-party revenue, direct revenue and other revenue in proportion to gross billings during the period. |
Customer Credits Policy [Policy Text Block] | Customer Credits The Company issues credits to customers that can be applied against future purchases through its online local commerce marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for relationship purposes. Customer credit liabilities are included within Accrued expenses and other current liabilities on the consolidated balances sheets. Credits issued to satisfy refund requests are applied as a reduction to the refunds reserve and credits issued for relationship purposes are classified within Marketing on the consolidated statements of operations. The Company recognizes revenue when customer credits are used in connection with purchases through its marketplaces or when they expire or are forfeited. |
Share-based Compensation | Stock-Based Compensation The Company measures stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. The Company presents stock-based compensation expense within the consolidated statements of operations based on the classification of the respective employees' cash compensation. See Note 12, Compensation Arrangements . |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Balance sheet accounts of the Company's operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within Accumulated other comprehensive income on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions that are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other income (expense), net on the consolidated statements of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . That ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Gross versus Net) , which is effective upon adoption of ASU 2014-09. That ASU clarifies the implementation guidance in ASU 2014-09 on principal versus agent considerations. Those ASUs are effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The ASUs will not significantly impact the Company's presentation of revenue on a gross or net basis. However, the Company expects the following changes as a result of adopting the ASUs: • For merchant payment arrangements that are structured under a redemption model, variable consideration from vouchers that will not ultimately be redeemed will be estimated and recognized as revenue at the time of sale, rather than when the Company's legal obligation expires. Additionally, that change will reduce the Company's accrued merchant payable liabilities as compared to its current policy. However, that change could increase or decrease revenue in any given period as compared to the Company's current policy depending on the relative amounts of the estimated variable consideration from unredeemed vouchers on current transactions as compared to the actual variable consideration from vouchers that expire unredeemed in that period. • The incremental costs to obtain contracts with customers, such as sales commissions, will be deferred and recognized over the expected period of benefit, rather than expensed as incurred. Additionally, that change will increase the Company's prepaid expense assets as compared to its current policy. However, that change could increase or decrease the Company's selling, general and administrative expenses as compared to the Company's current policy depending on the relative amounts of amortization of deferred commissions as compared to actual commission obligations arising in that period. • Income for customer credits that are not expected to be used will be estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used, rather than when they expire or are forfeited. The impact of that change is not expected to be significant to the Company's consolidated financial statements. • Revenue from hotel reservation offerings will be recognized at the time the reservation is made, net of an allowance for estimated cancellations, rather than at check-in. The impact of that change is not expected to be significant to the Company's consolidated financial statements. • Refunds on third-party revenue transactions for which the merchant's share is not recoverable will be recognized as a reduction of revenue, rather than as a cost of revenue. Additionally, credits issued to consumers for relationship purposes will be classified as a reduction of revenue, rather than as marketing expenses. Those income statement classification changes would have reduced revenue by approximately $36.8 million if they had been applied for the year ended December 31, 2017. The Company plans to adopt the ASUs using the "modified retrospective" approach, which requires the cumulative effect of initially applying the guidance to be recognized as an adjustment to its accumulated deficit as of the January 1, 2018 adoption date. The items described above that impact the timing of revenue recognition are expected to result in a cumulative effect adjustment to reduce accumulated deficit by an after-tax amount ranging from $85.0 million to $90.0 million as of January 1, 2018. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. That ASU generally requires equity investments to be measured at fair value with changes in fair value recognized through net income and will eliminate the cost method for equity securities. However, for equity investments without readily determinable fair values the ASU permits entities to elect to measure the investments at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through net income. The Company will apply that measurement alternative to its equity investments that are currently accounted for under the cost method, which had an aggregate carrying amount of $25.4 million as of December 31, 2017. The ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The Company believes that the adoption of this guidance will not have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The ASU will require assets and liabilities arising from leases, including operating leases, to be recognized on the balance sheet. The ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods, and requires a modified retrospective transition method. The Company is still assessing the impact of ASU 2016-02. See Note 10, Commitments and Contingencies , for information about the Company's lease commitments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses of Financial Instruments. The ASU requires entities to measure credit losses for financial assets measured at amortized cost based on expected losses rather than incurred losses. For available-for-sale debt securities with unrealized losses, entities will be required to recognize credit losses through an allowance for credit losses. The ASU will be effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. While the Company is still assessing the impact of ASU 2016-13, it currently believes that the adoption of this guidance will not have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash . This ASU requires that companies include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods, and requires a retrospective transition method. The Company had $5.3 million and $12.0 million of restricted cash as of December 31, 2017 and December 31, 2016, respectively. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company believes that the adoption of this guidance will not have a material impact on its consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) - Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU is meant to clarify the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets , and to add guidance for partial sales of nonfinancial assets. The Company is required to adopt ASU 2017-05 at the same time that it adopts the guidance in ASU 2014-09. The Company believes that the adoption of this guidance will not have a material impact on its consolidated financial statements. In February 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires employers to include only the service cost component of net periodic pension cost in operating expenses, together with other employee compensation costs. The other components of net periodic pension cost, including interest cost, expected return on plan assets, amortization of prior service cost and settlement and curtailment effects, are to be included in non-operating expenses. The ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The Company believes that the adoption of this guidance will not have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting. This ASU clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. The ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The Company believes that the adoption of this guidance will not have a material impact on its consolidated financial statements. There are no other accounting standards that have been issued but not yet adopted that the Company believes could have a material impact on its consolidated financial position or results of operations. |
Discontinued Operations and Oth
Discontinued Operations and Other Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Dispositions [Abstract] | |
Disposal Groups, Including Discontinued Operations | h e following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the years ended December 31, 2017, 2016 and 2015 (in thousands): Global Footprint Optimization Ticket Monster Total Year Ended December 31, Year Ended December 31, Year Ended December 31, 2017 (1) (2) 2016 (1) 2015 2017 2016 2015 (1) 2017 (1) (2) 2016 (1) 2015 (1) Third-party and other revenue $ 12,602 $ 97,105 $ 122,384 $ — $ — $ 28,145 $ 12,602 $ 97,105 $ 150,529 Direct revenue 2,962 32,634 42,316 — — 39,065 2,962 32,634 81,381 Third-party and other cost of revenue (2,557 ) (21,697 ) (30,837 ) — — (13,958 ) (2,557 ) (21,697 ) (44,795 ) Direct cost of revenue (3,098 ) (31,792 ) (36,608 ) — — (38,031 ) (3,098 ) (31,792 ) (74,639 ) Marketing expense (1,239 ) (10,776 ) (12,993 ) — — (8,495 ) (1,239 ) (10,776 ) (21,488 ) Selling, general and administrative expense (12,007 ) (72,141 ) (92,264 ) — — (38,102 ) (12,007 ) (72,141 ) (130,366 ) Restructuring charges (778 ) (3,170 ) (1,104 ) — — — (778 ) (3,170 ) (1,104 ) Other income (expense), net 3,852 (4,818 ) (2,953 ) — — 96 3,852 (4,818 ) (2,857 ) Loss from discontinued operations before gains (losses) on dispositions and provision for income taxes (263 ) (14,655 ) (12,059 ) — — (31,280 ) (263 ) (14,655 ) (43,339 ) Gains (losses) on dispositions (1,630 ) 312 — — — 202,158 (1,630 ) 312 202,158 Provision for income taxes (81 ) (2,771 ) (3,865 ) — — (48,028 ) (81 ) (2,771 ) (51,893 ) Income (loss) from discontinued operations, net of tax $ (1,974 ) $ (17,114 ) $ (15,924 ) $ — $ — $ 122,850 $ (1,974 ) $ (17,114 ) $ 106,926 (1) The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 includes the results of each business through its respective disposition date. (2) Selling, general and administrative expense from discontinued operations for the year ended December 31, 2017 includes increases to contingent liabilities under indemnification agreements. See Note 10, Commitments and Contingencies , for 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 Business Dispositions The gains from the transactions below are presented within Gains on business dispositions in the accompanying consolidated statements of operations. The financial results of those entities are presented within income from continuing operations in the accompanying consolidated financial statements through their respective disposition dates. Those financial results were not material for the years ended December 31, 2016 and 2015. 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 7, 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. Groupon Indonesia On August 5, 2016, the Company sold its subsidiary in Indonesia ("Groupon Indonesia") in exchange for a minority investment in the acquirer. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $2.1 million , which represents the excess of $2.4 million in net consideration received, consisting of the $2.7 million fair value of the investment acquired, less $0.3 million in transaction costs, over the sum of (i) the $0.1 million net book value of Groupon Indonesia upon closing of the transaction and (ii) its $0.2 million cumulative translation loss, which was reclassified to earnings. The Company did not receive any cash proceeds in connection with the transaction. Groupon India On August 6, 2015, the Company’s subsidiary in India ("Groupon India") completed an equity financing transaction with a third-party investor that obtained a majority voting interest in the entity. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $13.7 million , which represents the excess of (a) the sum of (i) $14.2 million in net consideration received, consisting of the $16.4 million fair value of its retained minority investment, less $1.3 million in transaction costs and a $0.9 million guarantee liability and (ii) Groupon India's $0.9 million cumulative translation gain, which was reclassified to earnings, over (b) the $1.4 million net book value of Groupon India upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2017 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Years Ended December 31, 2018 $ 10,692 2019 6,657 2020 1,147 2021 508 2022 192 Thereafter — Total $ 19,196 Sale of Intangible Assets On September 15, 2017, the Company sold customer lists and other intangible assets in certain food delivery markets to a subsidiary of Grubhub Inc. ("Grubhub"). The Company recognized a pretax gain on the sale of assets of $17.1 million , which represents the excess of the $19.8 million in net proceeds received, consisting of $ 18.5 million received in cash and $1.5 million that the acquirer paid into an escrow account that will be settled within 12 months of closing, less $0.2 million in transaction costs, over the $2.7 million net book value of the assets upon closing of the transaction. See Note 13, Restructuring, for additional information. | ||
Schedule of Business Acquisitions, by Acquisition | The acquisition-date fair value of the consideration transferred for those acquisitions totaled $6.0 million , which was paid in cash. The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 | ||
Schedule of Business Acquisitions, Purchase Price Allocation | The following table summarizes the allocation of the acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 60,080 Intangible assets: (1) Customer relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 84,930 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses and other current liabilities 2,918 Deferred income taxes 1,715 Other non-current liabilities 21 Total liabilities assumed $ 6,576 Total acquisition price $ 78,354 (1) The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. | ||
Business Acquisition, Pro Forma Information | The following pro forma information presents the combined operating results of the Company for the years ended December 31, 2016 and 2015 as if the Company had acquired LivingSocial as of January 1, 2015 (in thousands). The underlying pro forma results include the historical financial results of the Company and this acquired business adjusted for depreciation and amortization expense associated with the assets acquired. The pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired entity. Accordingly, these pro forma results are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they indicative of future results of operations. Year Ended December 31, 2016 2015 Revenue $ 3,070,431 $ 3,100,089 Loss from continuing operations (182,781 ) (94,756 ) The revenue and net loss of LivingSocial included in the Company's consolidated statements of operations were $9.3 million and $4.3 million , respectively, for the period from October 31, 2016 through December 31, 2016. | ||
LivingSocial, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Schedule of Business Acquisitions, Purchase Price Allocation | On October 31, 2016, the Company acquired all of the outstanding equity interests of LivingSocial, Inc. ("LivingSocial"), an e-commerce company that connects merchants to consumers by offering goods and services, generally at a discount. The primary purpose of this acquisition was to grow the Company's customer base. The Company acquired LivingSocial for no consideration. The following table summarizes the assets acquired and liabilities assumed from the LivingSocial acquisition (in thousands): Cash and cash equivalents $ 15,479 Accounts receivable 3,652 Prepaid expenses and other current assets 2,399 Property, equipment and software 1,075 Goodwill 528 Intangible assets: (1) Customer relationships 16,200 Merchant relationships 2,700 Trade name 1,000 Developed technology 2,500 Other non-current assets 5,495 Total assets acquired $ 51,028 Accounts payable $ 2,184 Accrued merchant and supplier payables 18,498 Accrued expenses and other current liabilities 25,854 Other non-current liabilities 4,492 Total liabilities assumed $ 51,028 Total acquisition price $ — (1) The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. | ||
Other Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Schedule of Business Acquisitions, Purchase Price Allocation | The following table summarizes the allocation of the acquisition price of the other acquisitions for the year ended December 31, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Customer relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 283 Total acquisition price $ 5,994 (1) The acquired intangible assets have estimated useful lives of between 1 and 5 years. |
Property, Equipment and Softw32
Property, Equipment and Software, Net Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The following summarizes the Company's property, equipment and software, net as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Warehouse equipment $ 4,989 $ 4,862 Furniture and fixtures 11,700 14,417 Leasehold improvements 49,605 44,235 Office equipment 2,690 2,606 Purchased software 32,090 35,165 Computer hardware (1) 208,659 197,310 Internally-developed software (2) 249,207 212,961 Total property, equipment and software, gross 558,940 511,556 Less: accumulated depreciation and amortization (407,795 ) (342,104 ) Property, equipment and software, net $ 151,145 $ 169,452 (1) Includes computer hardware acquired under capital leases of $132.3 million and $104.3 million as of December 31, 2017 and 2016 , respectively. (2) The net carrying amount of internally-developed software was $64.5 million and $70.5 million as of December 31, 2017 and 2016 , respectively. |
Property, Equipment and Softw33
Property, Equipment and Software, Net Depreciation and Amortization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Depreciation, Depletion and Amortization [Abstract] | |
Property, Plant and Equipment and Intangible Asset Depreciation and Amortization | Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue - third-party and other $ 26,738 $ 21,277 $ 16,299 Cost of revenue - direct 9,900 10,616 9,178 Selling, general and administrative 78,157 85,068 85,595 Total $ 114,795 $ 116,961 $ 111,072 The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America $ 121,616 $ 116,865 $ 108,973 International 16,211 19,044 20,409 Consolidated total $ 137,827 $ 135,909 $ 129,382 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Entity Information [Line Items] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table summarizes the Company's intangible assets as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 56,749 $ 46,513 $ 10,236 $ 59,340 $ 40,002 $ 19,338 Merchant relationships 11,598 9,853 1,745 12,015 8,475 3,540 Trade names 12,077 10,469 1,608 11,534 8,004 3,530 Developed technology 36,864 36,864 — 38,388 30,197 8,191 Patents 19,031 15,204 3,827 17,259 14,020 3,239 Other intangible assets 10,875 9,095 1,780 14,044 8,967 5,077 Total $ 147,194 $ 127,998 $ 19,196 $ 152,580 $ 109,665 $ 42,915 |
Goodwill and Intangible Assets Disclosure [Text Block] | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the Company's goodwill activity by segment for the years ended December 31, 2017 and 2016 (in thousands): North America EMEA Rest of World International Consolidated Balance as of December 31, 2015 $ 178,746 $ 92,998 $ 6,411 $ — $ 278,155 Goodwill related to acquisitions 1,199 — — — 1,199 Goodwill related to disposition (1,260 ) — (324 ) — (1,584 ) Foreign currency translation — (3,251 ) 32 — (3,219 ) Balance as of December 31, 2016 $ 178,685 $ 89,747 $ 6,119 $ — $ 274,551 Reallocation to new segment — (89,747 ) (6,119 ) 95,866 — Foreign currency translation — — — 12,438 12,438 Balance as of December 31, 2017 $ 178,685 $ — $ — $ 108,304 $ 286,989 The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. No goodwill impairments were recognized for the years ended December 31, 2017, 2016 and 2015. As discussed in Note 18, 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 during the first quarter of 2017. 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 3, Discontinued Operations and Other Business Dispositions , for information about the dispositions of operations in Asia and Latin America. The following table summarizes the Company's intangible assets as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 56,749 $ 46,513 $ 10,236 $ 59,340 $ 40,002 $ 19,338 Merchant relationships 11,598 9,853 1,745 12,015 8,475 3,540 Trade names 12,077 10,469 1,608 11,534 8,004 3,530 Developed technology 36,864 36,864 — 38,388 30,197 8,191 Patents 19,031 15,204 3,827 17,259 14,020 3,239 Other intangible assets 10,875 9,095 1,780 14,044 8,967 5,077 Total $ 147,194 $ 127,998 $ 19,196 $ 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 from continuing operations related to intangible assets was $23.0 million , $18.9 million and $18.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Years Ended December 31, 2018 $ 10,692 2019 6,657 2020 1,147 2021 508 2022 192 Thereafter — Total $ 19,196 Sale of Intangible Assets On September 15, 2017, the Company sold customer lists and other intangible assets in certain food delivery markets to a subsidiary of Grubhub Inc. ("Grubhub"). The Company recognized a pretax gain on the sale of assets of $17.1 million , which represents the excess of the $19.8 million in net proceeds received, consisting of $ 18.5 million received in cash and $1.5 million that the acquirer paid into an escrow account that will be settled within 12 months of closing, less $0.2 million in transaction costs, over the $2.7 million net book value of the assets upon closing of the transaction. See Note 13, Restructuring, for additional information. |
Schedule of Goodwill [Table Text Block] | The following table summarizes the Company's goodwill activity by segment for the years ended December 31, 2017 and 2016 (in thousands): North America EMEA Rest of World International Consolidated Balance as of December 31, 2015 $ 178,746 $ 92,998 $ 6,411 $ — $ 278,155 Goodwill related to acquisitions 1,199 — — — 1,199 Goodwill related to disposition (1,260 ) — (324 ) — (1,584 ) Foreign currency translation — (3,251 ) 32 — (3,219 ) Balance as of December 31, 2016 $ 178,685 $ 89,747 $ 6,119 $ — $ 274,551 Reallocation to new segment — (89,747 ) (6,119 ) 95,866 — Foreign currency translation — — — 12,438 12,438 Balance as of December 31, 2017 $ 178,685 $ — $ — $ 108,304 $ 286,989 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cost and Equity Method Investments | The following table summarizes the Company's investments as of December 31, 2017 and 2016 (dollars in thousands): December 31, 2017 Percent Ownership of Voting Stock December 31, 2016 Percent Ownership of Voting Stock Available-for-sale securities Convertible debt securities $ 11,354 $ 10,038 Redeemable preferred shares 15,431 19 % to 25 % 17,444 19 % to 25 % Total available-for-sale securities 26,785 27,482 Cost method investments 25,438 1 % to 19 % 31,816 1 % to 19 % Fair value option investments 82,966 10 % to 19 % 82,584 41 % Total investments $ 135,189 $ 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 December 31, 2017 and 2016 , respectively (in thousands): December 31, 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 $ 10,205 $ 1,653 $ (504 ) $ 11,354 $ 8,453 $ 1,691 $ (106 ) $ 10,038 Redeemable preferred shares 15,431 — — 15,431 18,375 — (931 ) 17,444 Total available-for-sale securities $ 25,636 $ 1,653 $ (504 ) $ 26,785 $ 26,828 $ 1,691 $ (1,037 ) $ 27,482 (1) |
Equity Method Investments | Year Ended December 31, 2017 Year Ended December 31, 2016 Period from May 28, 2015 through December 31, 2015 (1) Revenue $ 280,612 $ 216,119 $ 83,897 Gross profit 37,773 24,774 (18,986 ) Loss before income taxes (124,873 ) (153,882 ) (107,919 ) Net loss (124,873 ) (153,882 ) (107,919 ) December 31, 2017 December 31, 2016 Current assets $ 174,051 $ 171,721 Non-current assets 520,105 466,004 Current liabilities 438,988 345,469 Non-current liabilities 60,977 22,945 (1) The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. . The following tables summarize the condensed financial information for Nearbuy as of December 31, 2017 and 2016, for the years ended December 31, 2017 and 2016 and for the period from August 7, 2015 through December 31, 2015 (in thousands): Year Ended December 31, 2017 Year Ended December 31, 2016 Period from August 7, 2015 through December 31, 2015 (1) Revenue $ 3,839 $ 3,024 $ 578 Gross profit 3,405 2,570 235 Income (loss) before income taxes (2) 15,122 (15,701 ) (11,479 ) Net income (loss) (2) 15,122 (15,701 ) (10,019 ) December 31, 2017 December 31, 2016 Current assets $ 41 $ 3,383 Non-current assets 18,362 18,467 Current liabilities — 10,458 Non-current liabilities — 2,523 (1) The summarized financial information is presented for the period beginning August 7, 2015, after completion of the Groupon India disposition transaction that resulted in the Company obtaining its minority investment in Nearbuy. |
Supplemental Consolidated Bal36
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Interest income $ 3,287 $ 1,808 $ 863 Interest expense (20,680 ) (15,912 ) (2,789 ) Gains (losses), net on changes in fair value of investments 382 (48,141 ) (2,943 ) Gain on sale of investment 7,624 — — Foreign currency gains (losses), net (1) 18,634 (6,927 ) (20,701 ) Impairment of investment (2,944 ) — — Other 407 (2,117 ) (16 ) Other income (expense), net $ 6,710 $ (71,289 ) $ (25,586 ) |
Schedule of Other Current Assets [Table Text Block] | The following table summarizes the Company's prepaid expenses and other current assets as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Merchandise inventories $ 25,528 $ 31,042 Prepaid expenses 40,399 34,132 Income taxes receivable 10,299 11,495 Value-added tax receivable 6,383 5,965 Other 11,416 11,807 Total prepaid expenses and other current assets $ 94,025 $ 94,441 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes the Company's accrued merchant and supplier payables as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Accrued merchant payables $ 459,662 $ 428,187 Accrued supplier payables (1) 310,673 342,805 Total accrued merchant and supplier payables $ 770,335 $ 770,992 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Schedule of Accrued Liabilities [Table Text Block] | The following table summarizes the Company's accrued expenses and other current liabilities as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Refunds reserve $ 31,275 $ 33,104 Compensation and benefits 73,096 55,590 Customer credits 28,487 42,003 Restructuring-related liabilities 4,121 16,395 Income taxes payable 9,645 10,847 Deferred revenue 29,539 35,890 Current portion of capital lease obligations 25,958 28,889 Other 129,075 143,738 Total accrued expenses and other current liabilities $ 331,196 $ 366,456 |
Schedule of Other Liabilities, Noncurrent | The following table summarizes the Company's other non-current liabilities as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Long-term tax liabilities $ 43,699 $ 41,611 Capital lease obligations 18,500 19,719 Deferred income taxes 811 1,714 Other 39,398 38,298 Total other non-current liabilities $ 102,408 $ 101,342 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the activity for the components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance at December 31, 2014 $ 36,764 $ 499 $ (1,500 ) $ 35,763 Other comprehensive income (loss) before reclassification adjustments 3,376 (41 ) (113 ) 3,222 Reclassification adjustment included in net income (loss) 12,121 — 100 12,221 Other comprehensive income (loss) 15,497 (41 ) (13 ) 15,443 Balance as of December 31, 2015 52,261 458 (1,513 ) 51,206 Other comprehensive income (loss) before reclassification adjustments 6,579 (70 ) 830 7,339 Reclassification adjustment included in net income (loss) (591 ) — 98 (493 ) Other comprehensive income (loss) 5,988 (70 ) 928 6,846 Balance as of December 31, 2016 58,249 388 (585 ) 58,052 Other comprehensive income (loss) before reclassification adjustments (12,382 ) (1,109 ) — (13,491 ) Reclassification adjustments included in net income (loss) (14,905 ) 1,603 585 (12,717 ) Other comprehensive income (loss) (27,287 ) 494 585 (26,208 ) Balance as of December 31, 2017 $ 30,962 $ 882 $ — $ 31,844 The effects of amounts reclassified from accumulated other comprehensive income (loss) to net income (loss) for the years ended December 31, 2017 , 2016 and 2015 are presented within the following line items in the consolidated statements of operations (in thousands): Year Ended December 31, Consolidated Statements of Operations Line Item 2017 2016 2015 Foreign currency translation adjustments Loss (gain) on dispositions - continuing operations $ — $ (7,468 ) $ (906 ) Gains on business dispositions Loss (gain) on country exits - continuing operations (187 ) (55 ) 714 Other income (expense), net Loss (gain) on disposition - discontinued operations (14,718 ) 6,932 12,313 Income (loss) from discontinued operations, net of tax Reclassification adjustments (14,905 ) (591 ) 12,121 Unrealized gain (loss) on available-for-sale securities Other-than-temporary impairment of available-for-sale security 2,944 — — Other income (expense), net Realized gain on investment (1,341 ) — — Other income (expense), net Reclassification adjustment 1,603 — — Pension adjustments Curtailment gain 583 — — Selling, general and administrative Amortization of net actuarial loss (gain) 2 116 119 Selling, general and administrative Less: Tax effect — (18 ) (19 ) Provision (benefit) for income taxes Reclassification adjustment 585 98 100 Total reclassification adjustments $ (12,717 ) $ (493 ) $ 12,221 |
Financing Arrangements Converti
Financing Arrangements Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt Interest Expense | During the years ended December 31, 2017 and 2016 , the Company recognized interest expense on the Notes as follows (in thousands): Year Ended December 31, 2017 2016 Contractual interest expense (3.25% of the principal amount per annum) $ 8,128 $ 6,095 Amortization of debt discount 10,758 7,376 Total interest expense $ 18,886 $ 13,471 |
Convertible Debt | The carrying amount of the Notes consisted of the following as of December 31 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2017 , the future payments under operating leases and capital leases for each of the next five years and thereafter are as follows (in thousands): Capital Leases Operating Leases 2018 $ 27,094 $ 36,521 2019 10,081 31,677 2020 6,128 28,330 2021 3,616 23,586 2022 — 22,621 Thereafter — 50,755 Total minimum lease payments 46,919 $ 193,490 Less: Amount representing interest (2,461 ) Present value of net minimum capital lease payments 44,458 Less: Current portion of capital lease obligations (25,958 ) Total long-term capital lease obligations $ 18,500 |
Schedule of Future Rental Income for Subleases | As of December 31, 2017 , the future amounts due to the Company under subleases for each of the next five years and thereafter is as follows (in thousands): Subleases 2018 $ 6,743 2019 5,898 2020 5,492 2021 5,303 2022 5,102 Thereafter 9,277 Total future sublease income $ 37,815 |
Long-term Purchase Commitment [Table Text Block] | The Company has entered into non-cancelable arrangements with third-parties, primarily related to cloud computing and other information technology services. As of December 31, 2017 , future payments under these contractual obligations were as follows (in thousands): 2018 $ 13,577 2019 9,251 2020 1,327 2021 — 2022 — Thereafter — Total purchase obligations $ 24,155 |
Compensation Arrangements (Tabl
Compensation Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Arrangements [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The table below summarizes activity regarding unvested restricted stock units under the Plans for the year ended December 31, 2017 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2016 25,407,846 $ 5.18 Granted 26,829,539 $ 4.10 Vested (16,092,827 ) $ 5.13 Forfeited (7,205,448 ) $ 4.73 Unvested at December 31, 2017 28,939,110 $ 4.32 |
Schedule of Share-based Compensation, Stock Options, Activity | 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 year ended December 31, 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 (102,803 ) $ 2.24 Forfeited (2,789 ) $ 1.99 Outstanding and exercisable at December 31, 2017 885,580 $ 0.62 1.76 $ 3,967 (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 December 31, 2017 and 2016 , respectively. The Company did not grant any stock options during the years ended December 31, 2017 , 2016 and 2015 . The total intrinsic value of options that were exercised during the years ended December 31, 2017 , 2016 and 2015 was $4.0 million , $1.2 million and $3.0 million , respectively. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Costs | Year Ended December 31, 2017 Employee Severance and Benefit Costs (1) Asset Impairments Other Exit Costs Total Restructuring Charges North America $ 8,172 $ — $ 3,826 $ 11,998 International 4,814 — 2,016 6,830 Consolidated $ 12,986 $ — $ 5,842 $ 18,828 | Year Ended December 31, 2016 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 8,548 $ 45 $ 3,304 $ 11,897 International 25,499 283 2,759 28,541 Consolidated $ 34,047 $ 328 $ 6,063 $ 40,438 | Year Ended December 31, 2015 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 2,000 $ 6,740 $ 1,755 $ 10,495 International 16,310 474 1,185 17,969 Consolidated $ 18,310 $ 7,214 $ 2,940 $ 28,464 |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes restructuring liability activity for the years ended December 31, 2017, 2016 and 2015 (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 (1) 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 (1) 12,140 5,842 17,982 Cash payments (23,117 ) (7,826 ) (30,943 ) Foreign currency translation 659 28 687 Balance as of December 31, 2017 $ 3,817 $ 304 $ 4,121 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of pretax income (loss) from continuing operations for the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 30,095 $ (119,095 ) $ (98,181 ) International 6,050 (52,432 ) 1,924 Income (loss) before provision (benefit) for income taxes $ 36,145 $ (171,527 ) $ (96,257 ) |
Provision (benefit) for income taxes [Table Text Block] | The provision (benefit) for income taxes for the years ended December 31, 2017 , 2016 and 2015 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2017 2016 2015 Continuing Operations $ 7,544 $ (5,318 ) $ (23,010 ) Discontinued Operations — 2,771 51,893 Total $ 7,544 $ (2,547 ) $ 28,883 |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2017 , 2016 and 2015 consisted of the following components (in thousands): Year Ended December 31, 2017 2016 2015 Current taxes: U.S. federal $ (120 ) $ (1,093 ) $ (23,913 ) State 191 912 (2,613 ) International 6,870 5,311 14,558 Total current taxes 6,941 5,130 (11,968 ) Deferred taxes: U.S. federal (1,335 ) (4,262 ) (8,936 ) State 50 (11 ) 4,324 International 1,888 (6,175 ) (6,430 ) Total deferred taxes 603 (10,448 ) (11,042 ) Provision (benefit) for income taxes $ 7,544 $ (5,318 ) $ (23,010 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): Year Ended December 31, 2017 2016 2015 U.S. federal income tax provision (benefit) at statutory rate $ 12,651 $ (60,035 ) $ (33,690 ) Foreign income and losses taxed at different rates (1) 4,524 9,410 3,297 State income taxes, net of federal benefits, and state tax credits (4,980 ) (4,694 ) (16,382 ) Change in valuation allowances (36,057 ) 13,797 43,782 Effect of income tax rate changes on deferred items (2) 20,466 7,135 (117 ) Tax effects of intercompany transactions 3,332 853 12,448 Adjustments related to uncertain tax positions 1,824 (4,899 ) (15,032 ) Non-deductible stock-based compensation expense 5,002 6,724 5,143 Tax shortfalls on stock-based compensation awards (3) 4,290 12,585 — Non-deductible (or non-taxable) change in fair value of investment — 4,484 (334 ) Federal research and development credits (7,862 ) (8,547 ) (14,636 ) Tax effects of income (losses) from forgiveness of intercompany liabilities (2,494 ) 15,187 — Deductions for investments in subsidiaries that have ceased operations — (645 ) (4,924 ) Non-taxable gains on business dispositions — (3,481 ) (5,070 ) Non-deductible or non-taxable items 6,848 6,808 2,505 Provision (benefit) for income taxes $ 7,544 $ (5,318 ) $ (23,010 ) (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2017. This results in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2017, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in certain foreign jurisdictions with lower tax rates. (2) The effect of income tax rate changes on deferred items for the year ended December 31, 2017 is primarily related to the U.S. tax reform legislation that was signed into law on December 22, 2017, which included a reduction of the U.S. Federal income tax rate to 21 percent. That rate reduction did not impact the Company's provision for income taxes for the year ended December 31, 2017 due to the valuation allowance against the Company's U.S. net deferred tax assets. (3) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The deferred income tax assets and liabilities consisted of the following components as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Deferred tax assets: Accrued expenses and other liabilities $ 36,786 $ 47,144 Stock-based compensation 3,720 6,772 Net operating loss and tax credit carryforwards 208,040 192,381 Intangible assets, net 23,722 11,854 Investments 814 1,080 Unrealized foreign currency exchange losses 2,771 9,987 Other 687 1,155 Total deferred tax assets 276,540 270,373 Less valuation allowances (238,702 ) (220,611 ) Deferred tax assets, net of valuation allowance 37,838 49,762 Deferred tax liabilities: Prepaid expenses and other assets (10,011 ) (6,538 ) Property, equipment and software, net (11,315 ) (22,292 ) Convertible senior notes (2,773 ) (4,529 ) Deferred revenue (10,436 ) (12,966 ) Total deferred tax liabilities (34,535 ) (46,325 ) Net deferred tax asset (liability) $ 3,303 $ 3,437 |
Summary of Income Tax Contingencies | The following table summarizes activity related to the Company's gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Beginning Balance $ 80,081 $ 79,637 $ 98,321 Increases related to prior year tax positions 960 1,708 — Decreases related to prior year tax positions (1,196 ) (3,154 ) (25,702 ) Increases related to current year tax positions 9,571 11,443 10,590 Decreases based on settlements with taxing authorities — (3,176 ) — Decreases due to lapse of statute limitations (3,777 ) (4,906 ) — Foreign currency translation 1,720 (1,471 ) (3,572 ) Ending Balance $ 87,359 $ 80,081 $ 79,637 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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 as of December 31, 2017 and 2016 (in thousands): Fair Value Measurement at Reporting Date Using Description December 31, 2017 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 137,975 $ 137,975 $ — $ — Fair value option investments 82,966 — — 82,966 Available-for-sale securities: Convertible debt securities 11,354 — — 11,354 Redeemable preferred shares 15,431 — — 15,431 | 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 | The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Assets Fair value option investments: Beginning Balance $ 82,584 $ 130,725 $ — Acquisitions of investments — — 138,475 Sale of investments carried at fair value — — (4,807 ) Total gains (losses) included in earnings 382 (48,141 ) (2,943 ) Ending Balance $ 82,966 $ 82,584 $ 130,725 Unrealized (losses) gains still held (1) $ 382 $ (48,141 ) $ (3,023 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,038 $ 10,116 $ 2,527 Purchases and acquisition of convertible debt securities 1,612 — 6,635 Maturity of convertible debt security (1,843 ) (1,685 ) — Total gains (losses) included in other comprehensive income (loss) (437 ) 703 385 Total gains (losses) included in earnings (2) 1,984 904 569 Ending Balance $ 11,354 $ 10,038 $ 10,116 Unrealized gains (losses) still held (1) $ 1,303 $ 1,607 $ 954 Redeemable preferred shares: Beginning Balance $ 17,444 $ 22,834 $ 4,910 Purchase of redeemable preferred shares — — 18,375 Total gains (losses) included in other comprehensive income (loss) 931 (816 ) (451 ) Other-than-temporary impairment included in earnings (2,944 ) — — Transfer to cost method investment classification upon elimination of redemption feature — (4,574 ) — Ending Balance $ 15,431 $ 17,444 $ 22,834 Unrealized gains (losses) still held (1) $ (2,013 ) $ (816 ) $ (451 ) Liabilities Contingent Consideration: Beginning Balance $ 14,588 $ 10,781 $ 1,983 Issuance of contingent consideration in connection with acquisitions — — 9,605 Settlements of contingent consideration liabilities (7,858 ) — (716 ) Reclass to non-fair value liabilities when no longer contingent (6,778 ) (285 ) (331 ) Total losses (gains) included in earnings (3) 48 4,092 240 Ending Balance $ — $ 14,588 $ 10,781 Unrealized losses (gains) still held (1) $ — $ 3,966 $ (148 ) (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 consolidated statements of operations. | |
Fair Value of Financial Assets and Liabilities not Measured at Fair Value | The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the consolidated financial statements as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 25,438 $ 32,792 $ 31,816 $ 35,369 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
LOSS PER SHARE OF CLASS A AND CLASS B COMMON STOCK [Abstract] [Abstract] | ||
Schedule of Earnings per Share, Basic and Diluted | Year Ended December 31, 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ 28,601 Less: Net income (loss) attributable to noncontrolling interests 12,587 Net income (loss) attributable to common stockholders - continuing operations $ 16,014 Net income (loss) attributable to common stockholders - discontinued operations (1,974 ) Net income (loss) attributable to common stockholders $ 14,040 Denominator Shares used in computation of basic net income (loss) per share 559,367,075 Weighted-average effect of diluted securities: Stock Options 842,047 Restricted Stock 488,773 Restricted Stock Units 7,153,674 Employee Stock Purchase Plan 201,504 Performance Share Units and Performance Bonus Awards 365,298 Shares used in computation of diluted net income (loss) per share 568,418,371 Basic net income (loss) per share: Continuing operations $ 0.03 Discontinued operations (0.00 ) Basic net income (loss) per share $ 0.03 Diluted net income (loss) per share (1) : Continuing operations $ 0.03 Discontinued operations (0.01 ) Diluted net income (loss) per share $ 0.02 (1) The potentially dilutive impact | Year Ended December 31, 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ 28,601 Less: Net income (loss) attributable to noncontrolling interests 12,587 Net income (loss) attributable to common stockholders - continuing operations $ 16,014 Net income (loss) attributable to common stockholders - discontinued operations (1,974 ) Net income (loss) attributable to common stockholders $ 14,040 Denominator Shares used in computation of basic net income (loss) per share 559,367,075 Weighted-average effect of diluted securities: Stock Options 842,047 Restricted Stock 488,773 Restricted Stock Units 7,153,674 Employee Stock Purchase Plan 201,504 Performance Share Units and Performance Bonus Awards 365,298 Shares used in computation of diluted net income (loss) per share 568,418,371 Basic net income (loss) per share: Continuing operations $ 0.03 Discontinued operations (0.00 ) Basic net income (loss) per share $ 0.03 Diluted net income (loss) per share (1) : Continuing operations $ 0.03 Discontinued operations (0.01 ) Diluted net income (loss) per share $ 0.02 (1) The potentially dilutive impact of warrants and convertible senior notes has been excluded from the calculation of diluted net income (loss) per share for the year ended December 31, 2017 as the effect on net income (loss) per share from continuing operations was antidilutive. The following table sets forth the computation of basic and diluted loss per share of the common stock and the Class A and Class B common stock for the year ended December 31, 2016 (in thousands, except share amounts and per share amounts): Period from January 1, 2016 through October 31, 2016 (pre-conversion) Period from November 1, 2016 through December 31, 2016 (post-conversion) Year Ended December 31, 2016 (2) Class A Class B Common Total Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (151,284 ) $ (632 ) $ (14,293 ) $ (166,209 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 9,559 40 1,665 11,264 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (160,843 ) $ (672 ) $ (15,958 ) $ (177,473 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations (7,152 ) (30 ) (9,932 ) (17,114 ) Allocation of net income (loss) attributable to common stockholders $ (167,995 ) $ (702 ) $ (25,890 ) $ (194,587 ) Denominator Weighted-average common shares outstanding 574,755,214 2,399,976 574,884,987 576,354,258 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.28 ) $ (0.28 ) $ (0.03 ) $ (0.31 ) Discontinued operations (0.01 ) (0.01 ) (0.02 ) (0.03 ) Basic and diluted net income (loss) per share $ (0.29 ) $ (0.29 ) $ (0.05 ) $ (0.34 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the years ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. The following table sets forth the computation of basic and diluted loss per share of Class A and Class B common stock for the year ended December 31, 2015 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2015 Class A Class B Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (72,977 ) $ (270 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 12,963 48 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (85,940 ) $ (318 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations 106,531 395 Allocation of net income (loss) attributable to common stockholders $ 20,591 $ 77 Denominator Weighted-average common shares outstanding 647,706,249 2,399,976 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.13 ) $ (0.13 ) Discontinued operations 0.16 0.16 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 (1) The potentially dilutive impacts of a conversion of Class B to Class A shares and outstanding equity awards have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2015 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 | : Year Ended December 31, 2017 2016 2015 Stock options 13,000 1,204,512 1,884,958 Restricted stock units 8,087,545 33,480,458 41,079,648 Performance share units — 125,934 — Restricted stock — 1,335,613 1,346,447 Employee Stock Purchase Plan — 1,184,330 916,837 Convertible senior notes 46,296,300 34,213,474 — Warrants 46,296,300 29,761,907 — Total 100,693,145 101,306,228 45,227,890 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment | for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America Local - Third-party and other $ 825,579 $ 762,314 $ 701,312 Goods: Third-party 16,768 9,068 7,151 Direct 993,326 1,297,810 1,257,548 Travel - Third-party 78,495 82,577 81,731 Total North America revenue (1) $ 1,914,168 $ 2,151,769 $ 2,047,742 International Local - Third-party and other $ 281,466 $ 270,045 $ 335,112 Goods: Third-party 20,358 32,681 65,361 Direct 584,099 509,364 447,119 Travel - Third-party 43,786 49,756 59,482 Total International revenue (1) $ 929,709 $ 861,846 $ 907,074 (1) North America includes revenue from the United States of $1,884.7 million , $2,120.3 million and $2,022.5 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. International includes revenue from the United Kingdom of $343.9 million , $321.9 million , and $336.2 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. There were no other individual countries that represent more than 10% of consolidated total revenue for the years ended December 31, 2017 , 2016 , and 2015 . 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. Beginning in the second quarter of 2017, the Company updated its attribution of revenue by country to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. The following table summarizes gross profit by reportable segment for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America Local - Third-party and other $ 708,573 $ 660,983 $ 600,893 Goods: Third-party 12,929 7,470 5,931 Direct 145,582 152,739 127,720 Travel - Third-party 60,594 64,355 67,027 Total North America gross profit $ 927,678 $ 885,547 $ 801,571 International Local - Third-party and other $ 265,348 $ 250,435 $ 310,842 Goods: Third-party 17,910 27,976 55,141 Direct 82,637 71,504 68,036 Travel - Third-party 40,288 45,191 52,220 Total International gross profit $ 406,183 $ 395,106 $ 486,239 The following table summarizes operating income by reportable segment for the year ended December 31, 2017 , 2016 , and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Operating income (loss) (1)(2)(3) North America (4) $ (45 ) $ (85,423 ) $ (107,836 ) International 29,480 (14,815 ) 37,165 Total operating income (loss) $ 29,435 $ (100,238 ) $ (70,671 ) (1) Includes stock-based compensation of $76.1 million , $104.7 million , and $124.1 million for North America and $5.7 million , $9.5 million , and $14.3 million for International for the years ended December 31, 2017 , 2016 , and 2015 , respectively. (2) Includes acquisition-related (benefit) expense, net of $5.7 million and $1.9 million for North America for the years ended December 31, 2016 and 2015, respectively. (3) Includes restructuring charges of $12.0 million (which includes $0.8 million of stock-based compensation), $11.9 million (which includes $2.6 million of stock-based compensation), and $10.5 million for North America for the years ended December 31, 2017, 2016 and 2015, respectively. Includes restructuring charges of $6.8 million , $28.5 million (which includes $2.1 million of stock-based compensation), and $18.0 million for International for the years ended December 31, 2017, 2016 and 2015, respectively. (4) Operating income for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for a securities litigation matter that was subsequently settled. |
Schedule of Segment Assets | The following table summarizes the Company's total assets by reportable segment as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 North America (1) $ 1,045,072 $ 1,122,261 International 632,433 563,864 Assets of discontinued operations — 75,252 Consolidated total assets $ 1,677,505 $ 1,761,377 (1) North America contains assets from the United States of $1,006.2 million and $1,057.6 million as of December 31, 2017 and 2016 , respectively. International contains assets from Ireland of $219.7 million and $203.2 million as of December 31, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2017 and 2016 . |
Schedule of Long-lived Assets by Segment | The following table summarizes the Company's tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 North America (1) $ 63,402 $ 69,577 International (2) 21,850 24,206 Consolidated total $ 85,252 $ 93,783 (1) Substantially all tangible property and equipment within North America is located in the United States. (2) Tangible property and equipment, net located within Ireland represented approximately 12% and 17% of the Company's consolidated tangible property and equipment, net as of December 31, 2017 and 2016 , respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2017 and 2016 . |
Property, Plant and Equipment and Intangible Asset Depreciation and Amortization | Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue - third-party and other $ 26,738 $ 21,277 $ 16,299 Cost of revenue - direct 9,900 10,616 9,178 Selling, general and administrative 78,157 85,068 85,595 Total $ 114,795 $ 116,961 $ 111,072 The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America $ 121,616 $ 116,865 $ 108,973 International 16,211 19,044 20,409 Consolidated total $ 137,827 $ 135,909 $ 129,382 |
Schedule of capital expenditures | The following table summarizes the Company's expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America $ 5,917 $ 9,770 $ 10,207 International 5,106 5,255 16,570 Consolidated total $ 11,023 $ 15,025 $ 26,777 |
Revenue by Segment and Category | The following table summarizes revenue by reportable segment for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America Local - Third-party and other $ 825,579 $ 762,314 $ 701,312 Goods: Third-party 16,768 9,068 7,151 Direct 993,326 1,297,810 1,257,548 Travel - Third-party 78,495 82,577 81,731 Total North America revenue (1) $ 1,914,168 $ 2,151,769 $ 2,047,742 International Local - Third-party and other $ 281,466 $ 270,045 $ 335,112 Goods: Third-party 20,358 32,681 65,361 Direct 584,099 509,364 447,119 Travel - Third-party 43,786 49,756 59,482 Total International revenue (1) $ 929,709 $ 861,846 $ 907,074 (1) North America includes revenue from the United States of $1,884.7 million , $2,120.3 million and $2,022.5 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. International includes revenue from the United Kingdom of $343.9 million , $321.9 million , and $336.2 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. There were no other individual countries that represent more than 10% of consolidated total revenue for the years ended December 31, 2017 , 2016 , and 2015 . 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. Beginning in the second quarter of 2017, the Company updated its attribution of revenue by country to be based on the location of the customer. Prior period revenue amounts by country have been retrospectively adjusted to reflect that change in attribution. |
Gross Profit by Segment and Category | The following table summarizes gross profit by reportable segment for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 North America Local - Third-party and other $ 708,573 $ 660,983 $ 600,893 Goods: Third-party 12,929 7,470 5,931 Direct 145,582 152,739 127,720 Travel - Third-party 60,594 64,355 67,027 Total North America gross profit $ 927,678 $ 885,547 $ 801,571 International Local - Third-party and other $ 265,348 $ 250,435 $ 310,842 Goods: Third-party 17,910 27,976 55,141 Direct 82,637 71,504 68,036 Travel - Third-party 40,288 45,191 52,220 Total International gross profit $ 406,183 $ 395,106 $ 486,239 |
Quarterly Results Quarterly Res
Quarterly Results Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Results [Abstract] | |
Schedule of Quarterly Financial Information | The following table represents data from the Company's unaudited consolidated statements of operations for the most recent eight quarters. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all normal recurring adjustments necessary to fairly state the information for the periods presented. The results of operations of any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands, except share and per share amounts). Quarter Ended Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, 2017 2017 (1) 2017 (1) 2017 (1) 2016 (1)(2) 2016 (1) 2016 (1) 2016 (1) Consolidated Statements of Operations Data: Revenue $ 873,166 $ 634,466 $ 662,619 $ 673,626 $ 904,865 $ 686,555 $ 723,760 $ 698,435 Cost of revenue 486,248 325,041 334,552 364,175 552,959 393,287 408,383 378,333 Gross profit 386,918 309,425 328,067 309,451 351,906 293,268 315,377 320,102 Income (loss) from operations 49,726 (1,213 ) (7,398 ) (11,680 ) 9,503 (24,840 ) (39,753 ) (45,148 ) Income (loss) from continuing operations 51,071 3,802 (5,403 ) (20,869 ) (39,455 ) (34,447 ) (48,768 ) (43,539 ) Income (loss) from discontinued operations, net of tax (223 ) (862 ) (1,376 ) 487 (10,749 ) (1,345 ) (2,963 ) (2,057 ) Net income (loss) attributable to Groupon, Inc. 47,721 59 (9,326 ) (24,414 ) (52,588 ) (37,976 ) (54,904 ) (49,119 ) Basic net income (loss) per share (2)(3) : Continuing operations $ 0.09 $ 0.00 $ (0.01 ) $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.09 ) $ (0.08 ) Discontinued operations (0.00 ) (0.00 ) (0.01 ) 0.00 (0.02 ) (0.01 ) (0.01 ) (0.00 ) Basic net income (loss) per share $ 0.09 $ 0.00 $ (0.02 ) $ (0.04 ) $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) Diluted net income (loss) per share (2)(3) : Continuing operations $ 0.08 $ 0.00 $ (0.01 ) $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.09 ) $ (0.08 ) Discontinued operations (0.00 ) (0.00 ) (0.01 ) 0.00 (0.02 ) (0.01 ) (0.01 ) (0.00 ) Diluted net income (loss) per share $ 0.08 $ 0.00 $ (0.02 ) $ (0.04 ) $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) (1) Income (loss) from continuing operations for the three months ended September 30, 2017, June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016 includes restructuring charges of $11.5 million , $4.6 million , $2.7 million , $12.1 million , $1.2 million , $15.7 million and $11.5 million , respectively. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. The denominator of the basic and diluted loss per share calculations for the three months ended December 31, 2016 reflects the weighted-average Class A and Class B common shares outstanding for the period from October 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016. (3) The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. |
Summary of Significant Accoun46
Summary of Significant Accounting Policies Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash [Abstract] | ||
Restricted Cash and Cash Equivalents, Current | $ 4.9 | $ 5.8 |
Restricted Cash and Cash Equivalents, Noncurrent | $ 0.4 | $ 6.2 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies Internal Use Software Life (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Minimum [Member] | Internally-developed software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies Adoption of New Accounting Standards (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 3,234 | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 7,600 | |||
Retained Earnings [Member] | ||||
Cumulative Effect on Retained Earnings, Net of Tax | $ (3,234) | $ (3,131) | ||
Subsequent Event [Member] | Minimum [Member] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 85,000 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 90,000 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 36,800 | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 7,600 | ||
Cost Method Investments | 25,438 | $ 31,816 | |
Restricted Cash and Cash Equivalents | 5,300 | $ 12,000 | |
Cumulative Effect on Retained Earnings, Net of Tax | $ (3,234) |
Discontinued Operations and O50
Discontinued Operations and Other Dispositions (Details) - USD ($) $ in Thousands, number in Millions | Mar. 21, 2017 | Mar. 10, 2017 | Mar. 03, 2017 | Nov. 28, 2016 | Aug. 05, 2016 | May 09, 2016 | Apr. 12, 2016 | Aug. 06, 2015 | May 27, 2015 | Mar. 09, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 16, 2017 | May 12, 2016 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Third party and other | $ (1,266,452) | $ (1,206,441) | $ (1,250,149) | ||||||||||||||||||||||||
Direct | 1,577,425 | 1,807,174 | 1,704,667 | ||||||||||||||||||||||||
Cost of Services | (160,810) | (150,031) | (158,095) | ||||||||||||||||||||||||
Cost of Goods Sold | (1,349,206) | (1,582,931) | (1,508,911) | ||||||||||||||||||||||||
Marketing Expense | (400,918) | (352,175) | (241,342) | ||||||||||||||||||||||||
Selling, General and Administrative Expense | (901,781) | (994,027) | (1,100,528) | ||||||||||||||||||||||||
Other Nonoperating Income (Expense) | (6,710) | 71,289 | 25,586 | ||||||||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | (2,771) | (51,893) | ||||||||||||||||||||||||
Income (loss) from discontinued operations, net of tax | (1,974) | (17,114) | 106,926 | ||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 200 | 100 | |||||||||||||||||||||||||
Gain (Loss) on Disposition of Business | 0 | 11,399 | 13,710 | ||||||||||||||||||||||||
Restructuring Charges | $ (11,500) | $ (4,600) | $ (2,700) | $ (12,100) | $ (1,200) | $ (15,700) | $ (11,500) | (18,828) | (40,438) | (28,464) | |||||||||||||||||
Accounts Receivable, Net, Current | (71,272) | (98,294) | (71,272) | ||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current | (94,441) | (94,025) | (94,441) | ||||||||||||||||||||||||
Property, Plant and Equipment, Net | (169,452) | (151,145) | (169,452) | ||||||||||||||||||||||||
Goodwill | 274,551 | 286,989 | 274,551 | 278,155 | |||||||||||||||||||||||
Other Assets, Noncurrent | (28,635) | (12,538) | (28,635) | ||||||||||||||||||||||||
Accrued merchant and supplier payable | 770,992 | 770,335 | 770,992 | ||||||||||||||||||||||||
Accrued Liabilities, Current | 366,456 | 331,196 | 366,456 | ||||||||||||||||||||||||
Other Liabilities, Noncurrent | 38,298 | 39,398 | 38,298 | ||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 400 | ||||||||||||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 2,000 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Professional Fees | 100 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,300 | ||||||||||||||||||||||||||
Ticket Monster [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 154,100 | ||||||||||||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 285,000 | ||||||||||||||||||||||||||
Net Book Value | 184,300 | ||||||||||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 74,800 | ||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (12,300) | ||||||||||||||||||||||||||
Gain (Loss) on Disposition of Business | 202,200 | ||||||||||||||||||||||||||
Professional Fees | 8,300 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 398,800 | ||||||||||||||||||||||||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | 26,800 | ||||||||||||||||||||||||||
Groupon Russia [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Professional Fees | $ 400 | ||||||||||||||||||||||||||
Breadcrumb [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 8,300 | 8,300 | |||||||||||||||||||||||||
Net Book Value | $ 7,800 | ||||||||||||||||||||||||||
Gain (Loss) on Disposition of Business | $ 7,600 | 400 | |||||||||||||||||||||||||
Professional Fees | 100 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 8,200 | 1,300 | |||||||||||||||||||||||||
Groupon Indonesia [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,700 | 2,700 | |||||||||||||||||||||||||
Net Book Value | 100 | ||||||||||||||||||||||||||
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 | 2,100 | ||||||||||||||||||||||||||
Professional Fees | 300 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,400 | ||||||||||||||||||||||||||
Groupon India [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 16,400 | ||||||||||||||||||||||||||
Net Book Value | 1,400 | ||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 900 | ||||||||||||||||||||||||||
Gain (Loss) on Disposition of Business | 13,700 | ||||||||||||||||||||||||||
Professional Fees | 1,300 | ||||||||||||||||||||||||||
Guaranteed Benefit Liability, Net | 900 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 14,200 | ||||||||||||||||||||||||||
Groupon Malaysia [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,500 | $ 2,500 | |||||||||||||||||||||||||
Net Book Value | 800 | ||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 1,200 | ||||||||||||||||||||||||||
Gain (Loss) on Disposition of Business | 300 | ||||||||||||||||||||||||||
Professional Fees | 200 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,300 | ||||||||||||||||||||||||||
Groupon Singapore [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 1,600 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Professional Fees | 500 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 1,100 | ||||||||||||||||||||||||||
Groupon Hong Kong [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 200 | ||||||||||||||||||||||||||
Net Book Value | 200 | ||||||||||||||||||||||||||
Gain (Loss) on Disposition of Business | 300 | ||||||||||||||||||||||||||
Professional Fees | 100 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 100 | ||||||||||||||||||||||||||
Groupon Latin America [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 3,200 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Professional Fees | 700 | ||||||||||||||||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 2,500 | ||||||||||||||||||||||||||
Unfavorable Contract Liability | 2,100 | ||||||||||||||||||||||||||
Indemnification Liability | $ 5,400 | ||||||||||||||||||||||||||
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 | 28,866 | |||||||||||||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | [1] | (1,630) | [2] | 312 | 202,158 | ||||||||||||||||||||||
Third party and other | [1] | (12,602) | [2] | (97,105) | (150,529) | ||||||||||||||||||||||
Direct | [1] | 2,962 | [2] | 32,634 | 81,381 | ||||||||||||||||||||||
Cost of Services | [1] | (2,557) | [2] | (21,697) | (44,795) | ||||||||||||||||||||||
Cost of Goods Sold | [1] | (3,098) | [2] | (31,792) | (74,639) | ||||||||||||||||||||||
Marketing Expense | [1] | (1,239) | [2] | (10,776) | (21,488) | ||||||||||||||||||||||
Selling, General and Administrative Expense | [1] | (12,007) | [2] | (72,141) | (130,366) | ||||||||||||||||||||||
Other Nonoperating Income (Expense) | [1] | (3,852) | [2] | 4,818 | 2,857 | ||||||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | [1] | (263) | [2] | (14,655) | (43,339) | ||||||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | [1] | (81) | [2] | (2,771) | (51,893) | ||||||||||||||||||||||
Income (loss) from discontinued operations, net of tax | [1] | (1,974) | [2] | (17,114) | 106,926 | ||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 14,718 | (6,932) | (12,313) | ||||||||||||||||||||||||
Restructuring Charges | [1] | (778) | [2] | (3,170) | (1,104) | ||||||||||||||||||||||
Accounts Receivable, Net, Current | (15,386) | (15,386) | |||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current | (18,994) | (18,994) | |||||||||||||||||||||||||
Property, Plant and Equipment, Net | (1,554) | (1,554) | |||||||||||||||||||||||||
Goodwill | 9,411 | 9,411 | |||||||||||||||||||||||||
Other Assets, Noncurrent | (1,041) | (1,041) | |||||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Assets | 75,252 | 75,252 | |||||||||||||||||||||||||
Accounts Payable | 722 | 722 | |||||||||||||||||||||||||
Accrued merchant and supplier payable | 29,705 | 29,705 | |||||||||||||||||||||||||
Accrued Liabilities, Current | 16,625 | 16,625 | |||||||||||||||||||||||||
Deferred Tax Liabilities, Net, Noncurrent | 2,501 | 2,501 | |||||||||||||||||||||||||
Other Liabilities, Noncurrent | 426 | 426 | |||||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Liabilities | 49,979 | 49,979 | |||||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | Global Footprint Optimization [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | (1,630) | [1],[2] | 312 | [1] | 0 | ||||||||||||||||||||||
Third party and other | (12,602) | [1],[2] | (97,105) | [1] | (122,384) | ||||||||||||||||||||||
Direct | 2,962 | [1],[2] | 32,634 | [1] | 42,316 | ||||||||||||||||||||||
Cost of Services | (2,557) | [1],[2] | (21,697) | [1] | (30,837) | ||||||||||||||||||||||
Cost of Goods Sold | (3,098) | [1],[2] | (31,792) | [1] | (36,608) | ||||||||||||||||||||||
Marketing Expense | (1,239) | [1],[2] | (10,776) | [1] | (12,993) | ||||||||||||||||||||||
Selling, General and Administrative Expense | (12,007) | [1],[2] | (72,141) | [1] | (92,264) | ||||||||||||||||||||||
Other Nonoperating Income (Expense) | (3,852) | [1],[2] | 4,818 | [1] | 2,953 | ||||||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (263) | [1],[2] | (14,655) | [1] | (12,059) | ||||||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | (81) | [1],[2] | (2,771) | [1] | (3,865) | ||||||||||||||||||||||
Income (loss) from discontinued operations, net of tax | (1,974) | [1],[2] | (17,114) | [1] | (15,924) | ||||||||||||||||||||||
Restructuring Charges | (778) | [1],[2] | (3,170) | [1] | (1,104) | ||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | Ticket Monster [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 0 | 0 | 202,158 | [1] | |||||||||||||||||||||||
Third party and other | 0 | 0 | (28,145) | [1] | |||||||||||||||||||||||
Direct | 0 | 0 | 39,065 | [1] | |||||||||||||||||||||||
Cost of Services | 0 | 0 | (13,958) | [1] | |||||||||||||||||||||||
Cost of Goods Sold | 0 | 0 | (38,031) | [1] | |||||||||||||||||||||||
Marketing Expense | 0 | 0 | (8,495) | [1] | |||||||||||||||||||||||
Selling, General and Administrative Expense | 0 | 0 | (38,102) | [1] | |||||||||||||||||||||||
Other Nonoperating Income (Expense) | 0 | 0 | (96) | [1] | |||||||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 0 | 0 | (31,280) | [1] | |||||||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 0 | (48,028) | [1] | |||||||||||||||||||||||
Income (loss) from discontinued operations, net of tax | 0 | 0 | 122,850 | [1] | |||||||||||||||||||||||
Restructuring Charges | 0 | 0 | $ 0 | [1] | |||||||||||||||||||||||
Monster LP [Member] | |||||||||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 122,100 | 0 | 0 | ||||||||||||||||||||||||
Other Assets, Noncurrent | $ (466,004) | $ (520,105) | $ (466,004) | ||||||||||||||||||||||||
[1] | (1)The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended December 31, 2017, 2016 and 2015 includes the results of each business through its respective disposition date | ||||||||||||||||||||||||||
[2] | (2)Selling, general and administrative expense from discontinued operations for the year ended December 31, 2017 includes increases to contingent liabilities under indemnification agreements. See Note 10, Commitments and Contingencies, for information about indemnification obligations related to discontinued operations. |
Business Combinations Business
Business Combinations Business Combinations (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($)shares | Dec. 31, 2017USD ($)business | Dec. 31, 2016USD ($)business | Dec. 31, 2015USD ($) | ||
Business Acquisition [Line Items] | |||||
Number of Other Businesses Acquired | 2 | ||||
Number of Businesses Acquired | 0 | 3 | 7 | ||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Cash and Equivalents | $ 2,300 | $ 2,300 | |||
Goodwill | 278,155 | $ 286,989 | $ 274,551 | 278,155 | |
Transaction Costs [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, External Transaction Costs | $ 0 | 1,600 | 6,000 | ||
OrderUp, Inc. [Member] | |||||
Consideration Transferred [Abstract] | |||||
Business Combination, Consideration Transferred | 78,354 | ||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Cash and Equivalents | 2,264 | 2,264 | |||
Business Combination, Current Assets, Receivables | 1,377 | 1,377 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 404 | 404 | |||
Business Combination, Property, Plant, and Equipment | 24 | 24 | |||
Goodwill | 60,080 | 60,080 | |||
Business Combination, Other Noncurrent Assets | [1] | 31 | 31 | ||
Business Combination, Assets | [1] | 84,930 | 84,930 | ||
Business Combination, Current Liabilities, Accounts Payable | [1] | 901 | 901 | ||
Business Combination, Accrued Merchant and Supplier Payables | [1] | 1,021 | 1,021 | ||
Business Combinations, Accrued Expenses | [1] | 2,918 | 2,918 | ||
Business Combination, Deferred Tax Liabilities Noncurrent | [1] | 1,715 | 1,715 | ||
Business Combination, Noncurrent Liabilities, Other | [1] | 21 | 21 | ||
Business Combination, Liabilities | [1] | 6,576 | 6,576 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | [1] | 78,354 | $ 78,354 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Businesses Acquired | 6 | ||||
Purchase Price Allocation [Abstract] | |||||
Goodwill | 2,898 | $ 2,898 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 5,994 | 5,994 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (647) | $ (647) | |||
OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Cash and Equivalents | 15,479 | ||||
Business Combination, Current Assets, Receivables | 3,652 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,399 | ||||
Business Combination, Property, Plant, and Equipment | 1,075 | ||||
Goodwill | 528 | ||||
Business Combination, Other Noncurrent Assets | 5,495 | ||||
Business Combination, Assets | 51,028 | ||||
Business Combination, Current Liabilities, Accounts Payable | 2,184 | ||||
Business Combination, Accrued Merchant and Supplier Payables | 18,498 | ||||
Business Combinations, Accrued Expenses | 25,854 | ||||
Business Combination, Noncurrent Liabilities, Other | 4,492 | ||||
Business Combination, Liabilities | 51,028 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 0 | ||||
Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Other Intangible Assets [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 1,850 | $ 1,850 | ||
Other Intangible Assets [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 283 | $ 283 | |||
Other Intangible Assets [Member] | OrderUp [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||||
Subscriber relationships, member relationships, developed technology [Member] | OrderUp [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Trade Names [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 900 | $ 900 | ||
Trade Names [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 1,000 | |||
Trade Names [Member] | OrderUp [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Merchant Relationships [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 1,100 | $ 1,100 | ||
Merchant Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 809 | 809 | |||
Merchant Relationships [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 2,700 | |||
Customer Relationships [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 5,600 | 5,600 | ||
Customer Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,016 | 1,016 | |||
Customer Relationships [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 16,200 | |||
Developed Technology Rights [Member] | OrderUp, Inc. [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 11,300 | 11,300 | ||
Developed Technology Rights [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,339 | $ 1,339 | |||
Developed Technology Rights [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Purchase Price Allocation [Abstract] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 2,500 | |||
Capital Unit, Class B [Member] | Monster LP [Member] | |||||
Business Acquisition [Line Items] | |||||
Partners' Capital Account, Units, Acquisitions | shares | 64,000,000 | ||||
[1] | The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. | ||||
[2] | (1)The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. |
Business Combinations Busines52
Business Combinations Business Acquisitions, Pro Forma Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | $ 2,300 | ||||
Goodwill | $ 274,551 | $ 286,989 | $ 274,551 | 278,155 | |
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (647) | ||||
Goodwill | 2,898 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 5,994 | ||||
LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | 15,479 | 15,479 | |||
Business Acquisition, Pro Forma Revenue | 3,070,431 | 3,100,089 | |||
Business Acquisition, Pro Forma Net Income (Loss) | (182,781) | (94,756) | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 9,300 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 4,300 | ||||
Business Combination, Current Assets, Receivables | 3,652 | 3,652 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,399 | 2,399 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,075 | 1,075 | |||
Goodwill | 528 | 528 | |||
Business Combination, Other Noncurrent Assets | 5,495 | 5,495 | |||
Business Combination, Assets | 51,028 | 51,028 | |||
Business Combination, Current Liabilities, Accounts Payable | 2,184 | 2,184 | |||
Business Combination, Accrued Merchant and Supplier Payables | 18,498 | 18,498 | |||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 25,854 | 25,854 | |||
Business Combination, Noncurrent Liabilities, Other | 4,492 | 4,492 | |||
Business Combination, Liabilities | 51,028 | 51,028 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 0 | 0 | |||
OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | 2,264 | ||||
Business Combination, Current Assets, Receivables | 1,377 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 404 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 24 | ||||
Goodwill | 60,080 | ||||
Business Combination, Other Noncurrent Assets | [1] | 31 | |||
Business Combination, Assets | [1] | 84,930 | |||
Business Combination, Current Liabilities, Accounts Payable | [1] | 901 | |||
Business Combination, Accrued Merchant and Supplier Payables | [1] | 1,021 | |||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | [1] | 2,918 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | [1] | 1,715 | |||
Business Combination, Noncurrent Liabilities, Other | [1] | 21 | |||
Business Combination, Liabilities | [1] | 6,576 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | [1] | 78,354 | |||
Customer Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,016 | ||||
Customer Relationships [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 16,200 | 16,200 | ||
Customer Relationships [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 5,600 | |||
Merchant Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 809 | ||||
Merchant Relationships [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 2,700 | $ 2,700 | ||
Merchant Relationships [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 1,100 | |||
Developed Technology [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,339 | ||||
Developed Technology [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 2,500 | $ 2,500 | ||
Developed Technology [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 11,300 | |||
Brand Relationships [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 296 | ||||
Trade names [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 1,000 | $ 1,000 | ||
Trade names [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 900 | |||
Merchant Relationships, Customer Relationships [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Other Intangible Assets [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 283 | ||||
Other Intangible Assets [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 1,850 | |||
[1] | The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. | ||||
[2] | (1)The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. |
Property, Equipment and Softw53
Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 558,940 | $ 511,556 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (407,795) | (342,104) | ||
Property, equipment and software, net | 151,145 | 169,452 | ||
Capital Leased Assets, Gross | 132,300 | 104,300 | ||
Depreciation, Depletion and Amortization | 114,795 | 116,961 | $ 111,072 | |
Capitalized Computer Software, Amortization | 57,000 | 55,000 | 50,000 | |
Capital Leases, Income Statement, Amortization Expense | 35,200 | 29,800 | 24,200 | |
Internally-Developed Software, Net Carrying Amount | 64,500 | 70,500 | ||
Warehouse equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 4,989 | 4,862 | ||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 11,700 | 14,417 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 49,605 | 44,235 | ||
Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 2,690 | 2,606 | ||
Software and Software Development Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 32,090 | 35,165 | ||
Computer hardware [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | [1] | 208,659 | 197,310 | |
Internally-developed software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | [2] | 249,207 | 212,961 | |
Selling, General and Administrative Expenses [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | 78,157 | 85,068 | 85,595 | |
Sales Revenue, Services, Net [Member] | Cost of Sales [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | 26,738 | 21,277 | 16,299 | |
Direct [Member] | Cost of Sales [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 9,900 | $ 10,616 | $ 9,178 | |
[1] | (1)Includes computer hardware acquired under capital leases of $132.3 million and $104.3 million as of December 31, 2017 and 2016, respectively. | |||
[2] | (2)The net carrying amount of internally-developed software was $64.5 million and $70.5 million as of December 31, 2017 and 2016, respectively. |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets Goodwill Activity by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 274,551 | $ 278,155 | |
Goodwill, Acquired During Period | 1,199 | ||
Goodwill, Written off Related to Sale of Business Unit | (1,584) | ||
Goodwill, other adjustments | 12,438 | (3,219) | |
Goodwill, end of period | 286,989 | 274,551 | $ 278,155 |
Goodwill (Increase) Decrease, due to Segment Reallocation | 0 | ||
North America [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 178,685 | 178,746 | |
Goodwill, Acquired During Period | 1,199 | ||
Goodwill, Written off Related to Sale of Business Unit | (1,260) | ||
Goodwill, other adjustments | 0 | 0 | |
Goodwill, end of period | 178,685 | 178,685 | 178,746 |
EMEA [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 89,747 | 92,998 | |
Goodwill, Acquired During Period | 0 | ||
Goodwill, Written off Related to Sale of Business Unit | 0 | ||
Goodwill, other adjustments | 0 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | (3,251) | ||
Goodwill, end of period | 89,747 | 92,998 | |
Goodwill (Increase) Decrease, due to Segment Reallocation | (89,747) | ||
ROW [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 6,119 | 6,411 | |
Goodwill, Written off Related to Sale of Business Unit | (324) | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 32 | ||
Goodwill, end of period | 6,119 | 6,411 | |
Goodwill (Increase) Decrease, due to Segment Reallocation | (6,119) | ||
International [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 0 | 0 | |
Goodwill, other adjustments | 12,438 | ||
Goodwill, end of period | 108,304 | $ 0 | $ 0 |
Goodwill (Increase) Decrease, due to Segment Reallocation | $ 95,866 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets Other Intangible Assets (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 15, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 23,032 | $ 18,948 | $ 18,310 | ||
Proceeds from Sale of Intangible Assets | 18,333 | 0 | 0 | ||
Number of Reportable Segments | 2 | ||||
Gain (Loss) on Disposition of Intangible Assets | 17,149 | 0 | $ 0 | ||
Gross Carrying Value, Intangible Assets | 147,194 | 152,580 | |||
Accumulated Amortization, Intangible Assets | 127,998 | 109,665 | |||
Net Carrying Value, Intangible Assets | 19,196 | 42,915 | |||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 56,749 | 59,340 | |||
Accumulated Amortization, Intangible Assets | 46,513 | 40,002 | |||
Net Carrying Value, Intangible Assets | 10,236 | 19,338 | |||
Merchant Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 11,598 | 12,015 | |||
Accumulated Amortization, Intangible Assets | 9,853 | 8,475 | |||
Net Carrying Value, Intangible Assets | 1,745 | 3,540 | |||
Trade names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 12,077 | 11,534 | |||
Accumulated Amortization, Intangible Assets | 10,469 | 8,004 | |||
Net Carrying Value, Intangible Assets | 1,608 | 3,530 | |||
Developed Technology [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 36,864 | 38,388 | |||
Accumulated Amortization, Intangible Assets | 36,864 | 30,197 | |||
Net Carrying Value, Intangible Assets | 0 | 8,191 | |||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 19,031 | 17,259 | |||
Accumulated Amortization, Intangible Assets | 15,204 | 14,020 | |||
Net Carrying Value, Intangible Assets | 3,827 | 3,239 | |||
Other Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 10,875 | 14,044 | |||
Accumulated Amortization, Intangible Assets | 9,095 | 8,967 | |||
Net Carrying Value, Intangible Assets | $ 1,780 | $ 5,077 | |||
OrderUp Intangibles [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Professional Fees | $ 200 | ||||
Proceeds from Sale of Intangible Assets | 18,500 | ||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 1,500 | ||||
Net Book Value | $ 2,700 | ||||
Gain (Loss) on Disposition of Intangible Assets | (17,100) | ||||
Disposition of Intangible Assets, Gross Consideration Received | $ 19,800 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 23,032 | $ 18,948 | $ 18,310 |
Finite-Lived Intangible Assets, Net, Amortization Expense [Abstract] | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 10,692 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 6,657 | ||
2,019 | 1,147 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 508 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 192 | ||
Thereafter | 0 | ||
Total - Finite Lived Intangible Asset, Amortization Expense | $ 19,196 | ||
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 | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cost-method Investments, Other than Temporary Impairment | $ 2,900 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,966 | $ 82,584 | $ 130,725 | $ 0 |
Available-for-sale securities | 26,785 | 27,482 | ||
Cost Method Investments | 25,438 | 31,816 | ||
Equity Method Investments | 82,966 | 82,584 | ||
Investments | $ 135,189 | $ 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 Ownership Percentage | 19.00% | 19.00% | ||
Equity Method Investment, Ownership Percentage | 19.00% | |||
Minimum [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-Sale Securities, Ownership Percentage | 19.00% | 19.00% | ||
Cost Method Ownership Percentage | 1.00% | 1.00% | ||
Equity Method Investment, Ownership Percentage | 10.00% | 41.00% | ||
Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 137,975 | $ 202,241 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,966 | 82,584 | ||
Contingent Consideration, Fair Value Disclosure | 14,588 | |||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | 137,975 | 202,241 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | |||
Contingent Consideration, Fair Value Disclosure | 0 | |||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | |||
Contingent Consideration, Fair Value Disclosure | 0 | |||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,966 | 82,584 | ||
Contingent Consideration, Fair Value Disclosure | 14,588 | |||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 11,354 | 10,038 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 11,354 | 10,038 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 15,431 | 17,444 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 15,431 | 17,444 | ||
Redeemable preferred shares [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 15,431 | 17,444 | ||
Convertible debt securities [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | $ 11,354 | $ 10,038 |
Investments Available-for-sale
Investments Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | $ 25,636 | $ 26,828 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1,653 | 1,691 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | [1] | (504) | (1,037) |
Available-for-sale securities | $ 26,785 | $ 27,482 | |
Maximum [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.00% | ||
Convertible debt securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | $ 10,205 | $ 8,453 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1,653 | 1,691 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | [1] | (504) | (106) |
Available-for-sale securities | 11,354 | 10,038 | |
Redeemable preferred shares [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Amortized Cost Basis | 15,431 | 18,375 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | [1] | 0 | (931) |
Available-for-sale securities | 15,431 | 17,444 | |
Loss Contingency, Nature [Domain] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale securities | $ 500 | $ 100 | |
[1] | (1)As of December 31, 2017 and 2016, available-for-sale securities with an unrealized loss had been in a loss position for less than 12 months, except for one security in a loss position of $0.5 million and $0.1 million, respectively. |
Investments Monster LP Transact
Investments Monster LP Transaction (Details) - USD ($) $ in Thousands | May 27, 2015 | Feb. 14, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 01, 2017 |
Schedule of Investments [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||||||||
Current Fiscal Year End Date | --12-31 | |||||||||||||||||
Equity Method Investments | $ 82,966 | $ 82,584 | $ 82,966 | $ 82,584 | ||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 382 | (48,141) | $ (2,943) | |||||||||||||||
Total revenue | 873,166 | $ 634,466 | $ 662,619 | $ 673,626 | 904,865 | $ 686,555 | $ 723,760 | $ 698,435 | 2,843,877 | 3,013,615 | 2,954,816 | |||||||
Gross profit | 386,918 | $ 309,425 | $ 328,067 | $ 309,451 | 351,906 | $ 293,268 | $ 315,377 | $ 320,102 | 1,333,861 | 1,280,653 | 1,287,810 | |||||||
Assets, Current | 1,072,448 | 1,091,936 | 1,072,448 | 1,091,936 | ||||||||||||||
Other non-current assets | 12,538 | 28,635 | 12,538 | 28,635 | ||||||||||||||
Liabilities, Current | 1,133,499 | 1,213,051 | 1,133,499 | 1,213,051 | ||||||||||||||
Other non-current liabilities | 102,408 | 101,342 | 102,408 | $ 101,342 | ||||||||||||||
Monster LP [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | $ 350,000 | |||||||||||||||||
Capital Unit, Class A [Member] | Monster LP [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | $ 285,000 | $ 10,000 | ||||||||||||||||
Partners' Capital Account, Units, Sale of Units | 70,000,000 | 2,000,000 | ||||||||||||||||
Capital Units, Class C [Member] | Monster LP [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Stock or Units Available for Distributions | 20,321,839 | 20,321,839 | ||||||||||||||||
Capital Unit, Class A-1 [Member] | Monster LP [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | 65,000 | |||||||||||||||||
Capital Unit, Class B [Member] | Monster LP [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | $ 4,800 | |||||||||||||||||
Realized Investment Gains (Losses) | $ 100 | |||||||||||||||||
Partners' Capital Account, Units, Sale of Units | 64,000,000 | 2,515,461 | ||||||||||||||||
Monster LP [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Fair-Value Option Investments, Recapitalization Transaction, Ownership Percentage | 9.00% | |||||||||||||||||
Equity Method Investments | 78,900 | 78,700 | 78,900 | $ 78,700 | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 122,100 | $ 0 | 0 | |||||||||||||||
Fair Value Inputs, Discount Rate | 22.00% | |||||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 200 | 35,400 | $ 3,400 | |||||||||||||||
Total revenue | $ 83,897 | 280,612 | 216,119 | |||||||||||||||
Gross profit | (18,986) | 37,773 | 24,774 | |||||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | (107,919) | (124,873) | (153,882) | |||||||||||||||
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | $ (107,919) | (124,873) | (153,882) | |||||||||||||||
Assets, Current | 174,051 | 171,721 | 174,051 | 171,721 | ||||||||||||||
Other non-current assets | 520,105 | 466,004 | 520,105 | 466,004 | ||||||||||||||
Liabilities, Current | 438,988 | 345,469 | 438,988 | 345,469 | ||||||||||||||
Other non-current liabilities | $ 60,977 | $ 22,945 | $ 60,977 | $ 22,945 | ||||||||||||||
Monster LP [Member] | Capital Unit, Class A-1 [Member] | ||||||||||||||||||
Schedule of 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 | |||||||||||||||||
Monster LP [Member] | Capital Unit, Class B [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Fair-Value Option Investment, Recapitalization Transaction, Shares Exchanged | 61,484,539 | |||||||||||||||||
Monster LP [Member] | Minimum [Member] | Capital Unit, Class A-1 [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Stock or Units Available for Distributions | 950,000,000 | |||||||||||||||||
Monster LP [Member] | Maximum [Member] | Capital Unit, Class A-1 [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Stock or Units Available for Distributions | 1,494,000,000 | |||||||||||||||||
All Equityholders [Member] | Monster LP [Member] | Capital Unit, Class A-1 [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Fair-Value Option Investments, Recapitalization Transaction, Liquidation Preference | $ 150,000 | |||||||||||||||||
[1] | The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. |
Investments GroupMax Transactio
Investments GroupMax Transaction (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 03, 2017 | ||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Gain (Loss) on Sale of Equity Investments | $ 22,600 | ||||||||||||||
Equity Method Investments | $ 82,966 | $ 82,584 | $ 82,966 | $ 82,584 | |||||||||||
Current Fiscal Year End Date | --12-31 | ||||||||||||||
Assets, Current | 1,072,448 | 1,091,936 | $ 1,072,448 | 1,091,936 | |||||||||||
Other non-current assets | (12,538) | (28,635) | (12,538) | (28,635) | |||||||||||
Liabilities, Current | 1,133,499 | 1,213,051 | 1,133,499 | 1,213,051 | |||||||||||
Total revenue | 873,166 | $ 634,466 | $ 662,619 | $ 673,626 | 904,865 | $ 686,555 | $ 723,760 | $ 698,435 | 2,843,877 | 3,013,615 | $ 2,954,816 | ||||
Gross profit | $ 386,918 | $ 309,425 | $ 328,067 | 309,451 | 351,906 | $ 293,268 | $ 315,377 | $ 320,102 | $ 1,333,861 | 1,280,653 | 1,287,810 | ||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 382 | (48,141) | (2,943) | ||||||||||||
Other non-current liabilities | $ 102,408 | 101,342 | 102,408 | 101,342 | |||||||||||
GroupMax [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Assets, Current | 41 | 3,383 | 41 | 3,383 | |||||||||||
Other non-current assets | (18,362) | (18,467) | (18,362) | (18,467) | |||||||||||
Liabilities, Current | 0 | 10,458 | 0 | 10,458 | |||||||||||
Total revenue | $ 578 | 3,839 | 3,024 | ||||||||||||
Gross profit | 235 | 3,405 | 2,570 | ||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | (11,479) | 15,122 | [2] | (15,701) | |||||||||||
Proceeds from Contributed Capital | $ 3,000 | 17,000 | |||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 20,000 | ||||||||||||||
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | $ (10,019) | 15,122 | [2] | (15,701) | |||||||||||
Other non-current liabilities | 0 | 2,523 | 0 | 2,523 | |||||||||||
Groupon India [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity Method Investments | $ 4,000 | $ 3,900 | 4,000 | 3,900 | |||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 100 | $ 12,800 | $ 300 | ||||||||||||
[1] | (1)The summarized financial information is presented for the period beginning August 7, 2015, after completion of the Groupon India disposition transaction that resulted in the Company obtaining its minority investment in Nearbuy. | ||||||||||||||
[2] | (2)Nearbuy's income before income taxes and net income for the year ended December 31, 2017 includes a $22.6 million gain from the sale of its subsidiary Nearbuy India Pte Ltd. |
Investments Other Investments (
Investments Other Investments (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Mar. 10, 2017 | Nov. 28, 2016 | Aug. 05, 2016 | May 09, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Investment [Line Items] | |||||||||
Gain (Loss) on Disposition of Business | $ 0 | $ 11,399 | $ 13,710 | ||||||
Payments to Acquire Investments | 0 | 0 | $ 25,289 | ||||||
Cost-method Investments, Other than Temporary Impairment | 2,900 | ||||||||
Convertible debt securities [Member] | |||||||||
Investment [Line Items] | |||||||||
Payments to Acquire Investments | 1,612 | ||||||||
Groupon Singapore [Member] | |||||||||
Investment [Line Items] | |||||||||
Gain (Loss) on Disposition of Business | 500 | ||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 1,600 | ||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 1,100 | ||||||||
Groupon Israel [Member] | |||||||||
Investment [Line Items] | |||||||||
Gain (Loss) on Disposition of Business | 1,800 | ||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 400 | ||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,300 | ||||||||
Groupon Indonesia [Member] | |||||||||
Investment [Line Items] | |||||||||
Gain (Loss) on Disposition of Business | 2,100 | ||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,700 | $ 2,700 | |||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,400 | ||||||||
Groupon Malaysia [Member] | |||||||||
Investment [Line Items] | |||||||||
Gain (Loss) on Disposition of Business | 300 | ||||||||
Cost Method Ownership Percentage | 12.00% | ||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,500 | 2,500 | |||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,300 | ||||||||
Breadcrumb [Member] | |||||||||
Investment [Line Items] | |||||||||
Gain (Loss) on Disposition of Business | 7,600 | 400 | |||||||
Sale of Stock, Consideration Received on Transaction | 14,700 | ||||||||
Cost Method Ownership Percentage | 13.00% | ||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 8,300 | $ 8,300 | |||||||
Disposition of Investment, Gross Consideration Received | 16,000 | ||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 8,200 | $ 1,300 | |||||||
Convertible Preferred Stock [Member] | |||||||||
Investment [Line Items] | |||||||||
Payments to Acquire Investments | 18,400 | ||||||||
Convertible debt securities [Member] | |||||||||
Investment [Line Items] | |||||||||
Payments to Acquire Investments | $ 6,600 |
Supplemental Consolidated Bal62
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | |||
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | ||||||
Interest income | $ 3,287 | $ 1,808 | $ 863 | |||
Interest expense | (20,680) | (15,912) | (2,789) | |||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 382 | (48,141) | (2,943) | |||
Cost-method Investments, Realized Gain (Loss), Excluding Other than Temporary Impairments | 7,624 | 0 | 0 | |||
Foreign exchange (losses) gains, net | 18,634 | (6,927) | (20,701) | |||
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | 2,944 | 0 | 0 | |||
Other Noncash Income (Expense) | 407 | (2,117) | (16) | |||
Other expense, net | 6,710 | (71,289) | (25,586) | |||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||
Inventory, Finished Goods, Net of Reserves | 25,528 | 31,042 | ||||
Prepaid Expense, Current | 40,399 | 34,132 | ||||
Income taxes receivable | 10,299 | 11,495 | ||||
VAT receivable | 6,383 | 5,965 | ||||
Other | 11,416 | 11,807 | ||||
Total prepaid expenses and other current assets | 94,025 | 94,441 | ||||
Merchant and Supplier Payables [Abstract] | ||||||
Accrued merchant payables | 459,662 | 428,187 | ||||
Accrued supplier payables | [1] | 310,673 | 342,805 | |||
Total accrued merchant and supplier payables | 770,335 | 770,992 | ||||
Accrued Expenses [Abstract] | ||||||
Customer Refund Liability, Current | 31,275 | 33,104 | ||||
Payroll and benefits | 73,096 | 55,590 | ||||
Customer credits | 28,487 | 42,003 | ||||
Restructuring Reserve | 4,121 | 16,395 | 11,069 | $ 0 | ||
Taxes Payable, Current | 9,645 | 10,847 | ||||
Deferred revenue | 29,539 | 35,890 | ||||
Capital lease obligations | 25,958 | 28,889 | ||||
Other Accrued Liabilities, Current | 129,075 | 143,738 | ||||
Total accrued expenses | 331,196 | 366,456 | ||||
Liabilities, Noncurrent [Abstract] | ||||||
Long-term tax liabilities | 43,699 | 41,611 | ||||
Total long-term capital lease obligations | 18,500 | 19,719 | ||||
Deferred Income Taxes and Other Tax Liabilities, Noncurrent | 811 | 1,714 | ||||
Other | 39,398 | 38,298 | ||||
Total other non-current liabilities | 102,408 | 101,342 | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Accumulated other comprehensive income, end of period | 58,052 | |||||
Pension liability adjustment | 0 | 830 | (113) | |||
Unrealized gain (loss) on available-for-sale debt security, net of tax | 494 | (70) | (41) | |||
Other comprehensive income | (9,697) | 9,219 | 8,064 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (12,717) | (493) | 12,221 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (200) | (100) | ||||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, before Tax | (1,341) | 0 | 0 | |||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | (1,109) | (70) | (41) | |||
Reclassification Adjustment | 1,603 | 0 | 0 | |||
Other Comprehensive Income (Loss), Defined Benefit Plan, Adjustment for Settlement or Curtailment Gain (Loss), Tax | 583 | 0 | 0 | |||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax | 2 | 116 | 119 | |||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax | 0 | (18) | (19) | |||
Amortization of pension net actuarial loss (gains) to earnings | 585 | 98 | 100 | |||
Accumulated other comprehensive income, end of period | 31,844 | 58,052 | ||||
Exit Countries Excluding Korea [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (3,700) | |||||
LivingSocial Korea, Inc. [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (4,400) | |||||
Exit Countries [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (187) | (55) | 714 | |||
Continuing Operations [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | (7,468) | (906) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (7,523) | (192) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 15,884 | 8,310 | ||||
Discontinued Operations, Disposed of by Sale [Member] | ||||||
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | ||||||
Other expense, net | [2] | 3,852 | [3] | (4,818) | (2,857) | |
Prepaid Expense and Other Assets, Current [Abstract] | ||||||
Total prepaid expenses and other current assets | 18,994 | |||||
Merchant and Supplier Payables [Abstract] | ||||||
Total accrued merchant and supplier payables | 29,705 | |||||
Accrued Expenses [Abstract] | ||||||
Total accrued expenses | 16,625 | |||||
Liabilities, Noncurrent [Abstract] | ||||||
Other | 426 | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Other comprehensive income | (18,485) | (19,487) | 114,305 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 6,932 | 12,313 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (14,718) | 6,932 | 12,313 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (1,793) | (9,305) | (4,934) | |||
Accumulated Translation Adjustment [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Foreign currency translation adjustments, end of period | 58,249 | 52,261 | 36,764 | |||
Other comprehensive income | (27,287) | 5,988 | 15,497 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (14,905) | (591) | 12,121 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (14,905) | (591) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (12,382) | 6,579 | 3,376 | |||
Foreign currency translation adjustments, end of period | 30,962 | 58,249 | 52,261 | |||
Accumulated Translation Adjustment [Member] | Continuing Operations [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 12,121 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (10,589) | |||||
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Unrealized loss on available-for-sale securities, net of tax, end of period | 388 | 458 | 499 | |||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (70) | (41) | ||||
Other comprehensive income | 494 | (70) | (41) | |||
Reclassification Adjustment | 1,603 | 0 | 0 | |||
Unrealized loss on available-for-sale securities, net of tax, end of period | 882 | 388 | 458 | |||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, end of period | (585) | (1,513) | (1,500) | |||
Pension liability adjustment | 0 | 830 | (113) | |||
Other comprehensive income | 585 | 928 | (13) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 585 | 98 | 100 | |||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, end of period | 0 | (585) | (1,513) | |||
AOCI Attributable to Parent [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Accumulated other comprehensive income, end of period | 58,052 | 51,206 | 35,763 | |||
Pension liability adjustment | (585) | (928) | 13 | |||
Unrealized gain (loss) on available-for-sale debt security, net of tax | 494 | (70) | (41) | |||
Accumulated other comprehensive income, end of period | 31,844 | 58,052 | 51,206 | |||
Parent [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Pension liability adjustment | (585) | (928) | 13 | |||
Unrealized gain (loss) on available-for-sale debt security, net of tax | 494 | (70) | (41) | |||
Other comprehensive income (loss) before reclassification adjustments | (13,491) | 7,339 | 3,222 | |||
Other comprehensive income | (26,208) | 6,846 | 15,443 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (12,717) | 12,221 | ||||
Reclassification Adjustment | (493) | |||||
Available-for-sale Securities [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Reclassification Adjustment | $ 1,603 | $ 0 | $ 0 | |||
[1] | (1)Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. | |||||
[2] | (1)The loss from discontinued operations before gains (losses) on dispositions and provision for income taxes for the years ended December 31, 2017, 2016 and 2015 includes the results of each business through its respective disposition date | |||||
[3] | (2)Selling, general and administrative expense from discontinued operations for the year ended December 31, 2017 includes increases to contingent liabilities under indemnification agreements. See Note 10, Commitments and Contingencies, for information about indemnification obligations related to discontinued operations. |
Supplemental Consolidated Bal63
Supplemental Consolidated Balance Sheet and Statement of Operations Information Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | $ (2,944) | $ 0 | $ 0 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 200 | $ 100 |
Financing Arrangements Revolvin
Financing Arrangements Revolving Credit Agreement - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Apr. 04, 2016 | |
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||
Unrestricted cash covenant | $ 400 | |||
Line of Credit Facility, Cash Institution Covenant | $ 200 | |||
Letters of Credit Outstanding, Amount | 22.7 | $ 11.1 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45 | |||
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] | ||||
Line of Credit, Secured, Outstanding Stock Percentage | 100.00% | |||
Geographic Distribution, Foreign [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit, Secured, Outstanding Stock Percentage | 65.00% | |||
Alternative Base Rate [Member] | Minimum [Member] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||
Alternative Base Rate [Member] | Maximum [Member] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% |
Financing Arrangements Conver65
Financing Arrangements Convertible Debt (Details) | May 09, 2016$ / sharesshares | Apr. 04, 2016USD ($)$ / sharesshares | Apr. 20, 2020 | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2016$ / shares |
Debt Instrument [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 185.1852 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5.40 | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 150.00% | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.75% | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 6,800,000 | ||||||
Debt Issuance Costs, Net | 4,800,000 | ||||||
Convertible Debt, Fair Value Disclosures | 285,600,000 | $ 237,400,000 | |||||
Payments for Hedge, Financing Activities | 0 | 59,163,000 | $ 0 | ||||
Proceeds from Debt, Net of Issuance Costs | $ 243,200,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||
Hedging Activity, Shares Covered | shares | 46,300,000 | ||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | shares | 46,300,000 | ||||||
Convertible Note Hedge, Strike Price | $ / shares | $ 5.40 | ||||||
Proceeds from Issuance of Warrants | $ 0 | 35,495,000 | 0 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 8.50 | $ 8.50 | |||||
Share Price | $ / shares | $ 5.10 | ||||||
Interest Expense, Debt, Excluding Amortization | $ 8,128,000 | 6,095,000 | |||||
Debt Instrument, Face Amount | 250,000,000 | ||||||
Debt Instrument, Unamortized Discount | (60,247,000) | (71,005,000) | |||||
Convertible Notes Payable, Noncurrent | 189,753,000 | 178,995,000 | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 67,014,000 | ||||||
Amortization of Debt Discount (Premium) | 10,758,000 | 7,376,000 | $ 0 | ||||
Interest Expense, Debt | 18,886,000 | $ 13,471,000 | |||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Debt | $ 250,000,000 | ||||||
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 Hedge, Financing Activities | 59,100,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 67,014,000 | ||||||
Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 |
Commitments and Contingencies O
Commitments and Contingencies Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Operating Leases, Rent Expense | $ 42,500 | $ 45,400 | $ 43,700 |
Operating Leases, Income Statement, Sublease Revenue | 7,100 | $ 2,700 | $ 1,000 |
Capital Leases, Future Minimum Payments Due | 46,919 | ||
2,018 | 36,521 | ||
2,019 | 31,677 | ||
2,020 | 28,330 | ||
2,021 | 23,586 | ||
2,022 | 22,621 | ||
Thereafter | 50,755 | ||
Total minimum lease payments | 193,490 | ||
Corporate, Non-Segment [Member] | |||
Operating Leased Assets [Line Items] | |||
Capital Leases, Future Minimum Payments Due | $ 92,500 |
Commitments and Contingencies C
Commitments and Contingencies Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leases [Abstract] | ||
2,017 | $ 27,094 | |
2,018 | 10,081 | |
2,019 | 6,128 | |
2,020 | 3,616 | |
2,021 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 46,919 | |
Less: Amount representing interest | (2,461) | |
Present value of net minimum capital lease payments | 44,458 | |
Less: Current portion of capital lease obligations | (25,958) | $ (28,889) |
Total long-term capital lease obligations | $ 18,500 | $ 19,719 |
Commitments and Contingencies P
Commitments and Contingencies Purchase Obligations (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Purchase Obligations [Abstract] | |
2,017 | $ 13,577 |
2,018 | 9,251 |
2,019 | 1,327 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total purchase obligations | $ 24,155 |
Commitments and Contingencies L
Commitments and Contingencies Legal Matters (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Mar. 09, 2017 |
Guarantor Obligations [Line Items] | ||
Indemnification Liability, Maximum Exposure | $ 25 | |
Groupon Latin America [Member] | ||
Guarantor Obligations [Line Items] | ||
Indemnification Liability | $ 5.4 |
Commitments and Contingencies S
Commitments and Contingencies Subleases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
Other Sublease Future Income | $ 18,200 |
2,017 | 6,743 |
2,018 | 5,898 |
2,019 | 5,492 |
2,020 | 5,303 |
2,021 | 5,102 |
Thereafter | 9,277 |
Subleases, Future Rental Income Due | $ 37,815 |
Stockholders' Equity Initial Pu
Stockholders' Equity Initial Public Offering, Convertible Preferred Stock and Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2013NumberofClasses | Dec. 31, 2017shares | |
Preferred Stock, Shares Authorized | shares | 50,000,000 | |
Classes of common stock, number | NumberofClasses | 3 |
Stockholders' Equity Repurchase
Stockholders' Equity Repurchase Program (Details) - Common Class A [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Employee Stock Purchase Plan [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ | $ 700 |
Stock Repurchased During Period, Shares | shares | 16,906,334 |
Stock Repurchased During Period, Value | $ | $ 60 |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | shares | 135,200,000 |
Stockholders' Equity Common Sto
Stockholders' Equity Common Stock (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 2,010,000,000 | 2,010,000,000 |
Compensation Arrangements Com74
Compensation Arrangements Compensation Arrangement Stock Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 64,668,722 | ||
Stock-based compensation | $ 82,044,000 | $ 115,123,000 | $ 138,748,000 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 6,200,000 | $ 9,300,000 | $ 12,200,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 101,800,000 | ||
Employee Stock Purchase Plan, shares authorized | 10,000,000 | ||
Employee Stock Purchase Plan, issued shares | 1,879,656 | 1,669,782 | 1,037,198 |
2008 Plan [Domain] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 64,618,500 | ||
2010 Plan [Domain] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 20,000,000 | ||
2011 Plan [Domain] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 150,000,000 | ||
Discontinued Operations [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 200,000 | $ 3,100,000 | $ 8,700,000 |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 885,580 | 991,172 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.62 | $ 0.77 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 3,967 | $ 2,527 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | (102,803) | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 2.24 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,789) | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 1.99 |
Compensation Arrangements Com75
Compensation Arrangements Compensation Arrangement Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||
Aggregate Intrinsic Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 4,000,000 | $ 1,200,000 | $ 3,000,000 |
Employee Stock Option [Member] | |||
Weighted-Average Exercise Price [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.77 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 1.99 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.62 | $ 0.77 | |
Aggregate Intrinsic Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,527 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 3,967 | $ 2,527 |
Compensation Arrangements Com76
Compensation Arrangements Compensation Arrangement Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2.2 | $ 2.6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 3.93 | $ 6.01 | |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 67 | $ 88.2 | $ 163.4 |
Restricted Stock Units (RSUs) [Member] | |||
Restricted Stock Units [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 25,407,846 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 26,829,539 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (16,092,827) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (7,205,448) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 28,939,110 | 25,407,846 | |
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 | $ 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 | 4.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 5.13 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 4.73 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4.32 | $ 5.18 |
Compensation Arrangements Com77
Compensation Arrangements Compensation Arrangement Performance Share Units (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Feb. 07, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,307,693 | |
Performance Share Units, Maximum Number of Shares Issuable Upon Vesting | $ 2,229,082 | |
Performance Share Units, Shares Issuable Upon Vesting | $ 503,735 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.78 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 1,900,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,200,000 | |
Subsequent Event [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance Share Units, Shares Issuable Upon Vesting | $ 278,635 |
Compensation Arrangements Com78
Compensation Arrangements Compensation Arrangement Restricted Stock Award (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1.2 | ||
Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2.2 | $ 2.6 | |
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 5.2 |
Compensation Arrangements Swiss
Compensation Arrangements Swiss Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Swiss Pension Plan [Abstract] | ||
Defined Benefit Plan, Benefit Obligation | $ 4.8 | |
Defined Benefit Plan, Unfunded Plan | 2.1 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ 1.1 | $ 1.2 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | ||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | $ 11,500 | $ 4,600 | $ 2,700 | $ 12,100 | $ 1,200 | $ 15,700 | $ 11,500 | $ 18,828 | $ 40,438 | $ 28,464 | ||||
Restructuring Reserve | 16,395 | $ 11,069 | 4,121 | 16,395 | 11,069 | $ 0 | ||||||||
Restructuring and Related Cost, Incurred Cost | 21,250 | 17,982 | [1] | 35,479 | ||||||||||
Payments for Restructuring | (9,608) | (30,943) | (29,717) | |||||||||||
Restructuring Reserve, Translation Adjustment | (573) | 687 | (436) | |||||||||||
Acceleration of Share-Based Compensation [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 800 | 4,700 | ||||||||||||
Employee Severance [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring Costs | 80,200 | |||||||||||||
Restructuring charges | 12,986 | 34,047 | 18,310 | |||||||||||
Restructuring Reserve | 14,135 | 8,872 | 3,817 | 14,135 | 8,872 | 0 | ||||||||
Restructuring and Related Cost, Incurred Cost | 18,310 | 12,140 | [1] | 29,416 | ||||||||||
Payments for Restructuring | (8,862) | (23,117) | (23,729) | |||||||||||
Restructuring Reserve, Translation Adjustment | (576) | 659 | (424) | |||||||||||
Asset Impairments Related to Restructuring [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring Costs | 7,500 | |||||||||||||
Restructuring charges | 0 | 328 | 7,214 | |||||||||||
Other Restructuring [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 5,842 | 6,063 | 2,940 | |||||||||||
Restructuring Reserve | $ 2,260 | 2,197 | 304 | 2,260 | 2,197 | $ 0 | ||||||||
Restructuring and Related Cost, Incurred Cost | 2,940 | 5,842 | [1] | 6,063 | ||||||||||
Payments for Restructuring | (746) | (7,826) | (5,988) | |||||||||||
Restructuring Reserve, Translation Adjustment | $ 3 | 28 | (12) | |||||||||||
North America [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring Charges ex. SBC | 11,998 | 11,897 | 10,495 | |||||||||||
North America [Member] | Acceleration of Share-Based Compensation [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 800 | 2,600 | ||||||||||||
North America [Member] | Employee Severance [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 8,172 | 8,548 | 2,000 | |||||||||||
North America [Member] | Asset Impairments Related to Restructuring [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 0 | 45 | 6,740 | |||||||||||
North America [Member] | Other Restructuring [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 3,826 | 3,304 | 1,755 | |||||||||||
International [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring Charges ex. SBC | 6,830 | 28,541 | 17,969 | |||||||||||
International [Member] | Acceleration of Share-Based Compensation [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 2,100 | |||||||||||||
International [Member] | Employee Severance [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 4,814 | 25,499 | 16,310 | |||||||||||
International [Member] | Asset Impairments Related to Restructuring [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | 0 | 283 | 474 | |||||||||||
International [Member] | Other Restructuring [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges | $ 2,016 | $ 2,759 | $ 1,185 | |||||||||||
Facility Closing [Member] | International [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of Countries in which Entity Operates | 17 | |||||||||||||
OrderUp Intangibles [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring Costs | $ 2,600 | |||||||||||||
[1] | (1)Excludes stock-based compensation of $0.8 million and $4.7 million for the years ended December 31, 2017 and 2016, respectively, related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities. |
Income Taxes Text (Details)
Income Taxes Text (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Current Income Tax Expense (Benefit) | $ 6,941 | $ 5,130 | $ (11,968) | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 30,095 | (119,095) | (98,181) | |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 6,050 | (52,432) | 1,924 | |
(Loss) income before provision for income taxes | 36,145 | (171,527) | (96,257) | |
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 2,771 | 51,893 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 12,651 | (60,035) | (33,690) | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | [1] | 4,524 | 9,410 | 3,297 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (4,980) | (4,694) | (16,382) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | (36,057) | 13,797 | 43,782 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 20,466 | 7,135 | (117) | |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 3,332 | 853 | 12,448 | |
Tax Adjustments, Settlements, and Unusual Provisions | 1,824 | (4,899) | (15,032) | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 5,002 | 6,724 | 5,143 | |
Effective Income Tax Rate Reconciliation, Tax ShortFalls, Net, on Stock-Based Compensation Awards | [2] | 4,290 | 12,585 | 0 |
Effective Income Tax Rate Reconciliation, Non-deductive (or non-taxable) Change in Fair Value of Investment | 0 | 4,484 | (334) | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (7,862) | (8,547) | (14,636) | |
Effective Income Tax Rate Reconciliation, Taxable Forgiveness of Intercompany Liabilities | (2,494) | 15,187 | 0 | |
Effective Income Tax Rate Reconciliation, Deductions for Investments in Subsidiaries of Ceased Operations | 0 | (645) | (4,924) | |
Non-deductible or non-taxable item | 0 | (3,481) | (5,070) | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 6,848 | 6,808 | 2,505 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | 36,786 | 47,144 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 3,720 | 6,772 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 208,040 | 192,381 | ||
Deferred Tax Assets, Goodwill and Intangible Assets | 23,722 | 11,854 | ||
Deferred Tax Assets, Investments | 814 | 1,080 | ||
Deferred Tax Assets, Unrealized Currency Losses | 2,771 | 9,987 | ||
Deferred Tax Assets, Other | 687 | 1,155 | ||
Deferred Tax Assets, Gross | 276,540 | 270,373 | ||
Deferred Tax Assets, Valuation Allowance | (238,702) | (220,611) | ||
Deferred Tax Assets, Net of Valuation Allowance | 37,838 | 49,762 | ||
Deferred Tax Liabilities, Prepaid Expenses | (10,011) | (6,538) | ||
Deferred Tax Liabilities, Property, Plant and Equipment | (11,315) | (22,292) | ||
Deferred Tax Liabilities, Financing Arrangements | (2,773) | (4,529) | ||
Deferred Tax Liabilities, Tax Deferred Income | (10,436) | (12,966) | ||
Deferred Tax Liabilities, Gross | 34,535 | 46,325 | ||
Deferred Tax Assets, Net | 3,303 | 3,437 | ||
Accumulated deficit | (1,088,204) | (1,099,010) | ||
Increase (Decrease) in Income Taxes | (26,000) | |||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 220,900 | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 701,900 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 407,900 | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized tax benefits, beginning balance | 80,081 | 79,637 | 98,321 | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 960 | 1,708 | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (1,196) | (3,154) | (25,702) | |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 9,571 | 11,443 | 10,590 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 0 | (3,176) | 0 | |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (3,777) | (4,906) | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation | 1,720 | |||
Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation | (1,471) | (3,572) | ||
Unrecognized tax benefits, ending balance | 87,359 | 80,081 | 79,637 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 37,600 | 34,500 | 40,800 | |
Income Tax Examination, Penalties and Interest Expense | 200 | 1,200 | 100 | |
Income Tax Examination, Penalties and Interest Accrued | 4,800 | 4,600 | 5,800 | |
Increase (Decrease) in Income Taxes | 3,000 | 8,400 | 25,600 | |
Deferred Income Tax Expense (Benefit) | 603 | (10,448) | (11,042) | |
Provision for income taxes | 7,544 | (5,318) | (23,010) | |
Income Tax Expense (Benefit), Intraperiod Tax Allocation | 7,544 | (2,547) | 28,883 | |
UNITED STATES | ||||
Current Income Tax Expense (Benefit) | (120) | (1,093) | (23,913) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Deferred Income Tax Expense (Benefit) | (1,335) | (4,262) | (8,936) | |
State and Local Jurisdiction [Member] | ||||
Current Income Tax Expense (Benefit) | 191 | 912 | (2,613) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Deferred Income Tax Expense (Benefit) | 50 | (11) | 4,324 | |
International [Domain] | ||||
Current Income Tax Expense (Benefit) | 6,870 | 5,311 | 14,558 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Deferred Income Tax Expense (Benefit) | 1,888 | $ (6,175) | $ (6,430) | |
International [Member] | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Income Tax Examination, Penalties and Interest Expense | 138,100 | |||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 37,900 | |||
[1] | Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2017. This results in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2017, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in certain foreign jurisdictions with lower tax rates. | |||
[2] | . |
Variable Interest Entity (Detai
Variable Interest Entity (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Restructuring Charges | $ 11,500 | $ 4,600 | $ 2,700 | $ 12,100 | $ 1,200 | $ 15,700 | $ 11,500 | $ 18,828 | $ 40,438 | $ 28,464 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, (Sales), Issuances, (Settlements) | $ (285) | (6,778) | (331) | ||||||||||
Purchases of Convertible Debt | 0 | 6,635 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 82,966 | 82,584 | 130,725 | $ 0 | ||||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | 382 | (48,141) | (3,023) | |||||||||
Available-for-sale securities | 27,482 | 26,785 | 27,482 | ||||||||||
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 | 202,241 | 137,975 | 202,241 | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 82,966 | 82,584 | ||||||||||
Contingent Consideration, Fair Value Disclosure | 14,588 | 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 | 202,241 | 137,975 | 202,241 | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 | |||||||||||
Contingent Consideration, Fair Value Disclosure | 0 | 0 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | 0 | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 | |||||||||||
Contingent Consideration, Fair Value Disclosure | 0 | 0 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | 0 | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 82,966 | 82,584 | ||||||||||
Contingent Consideration, Fair Value Disclosure | 14,588 | 14,588 | |||||||||||
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 | 10,038 | 11,354 | 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 | 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 | 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 | 11,354 | 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 | 17,444 | 15,431 | 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 | 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 | 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 | 15,431 | 17,444 | ||||||||||
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, Gain (Loss) Included in Other Comprehensive Income (Loss) | (437) | 703 | 385 | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 10,038 | 11,354 | 10,038 | 10,116 | 2,527 | ||||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | 1,303 | 1,607 | 954 | |||||||||
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, Gain (Loss) Included in Other Comprehensive Income (Loss) | 931 | (816) | (451) | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 17,444 | 15,431 | 17,444 | 22,834 | $ 4,910 | ||||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | (2,013) | (816) | (451) | |||||||||
Purchase of redeemable preferred shares | $ 0 | $ 0 | $ 18,375 | ||||||||||
[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. |
Fair Value Measurements Fair 84
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Payments to Acquire Investments | $ 0 | $ 0 | $ 25,289 | |
Purchases of Convertible Debt | 0 | 6,635 | ||
Proceeds from Sale of Investment Projects | (16,561) | (1,685) | (6,010) | |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 382 | (48,141) | (2,943) | |
AFS Securities, Beginning Asset Value | (82,584) | (130,725) | 0 | |
AFS Securities, Ending Asset Value | (82,966) | (82,584) | (130,725) | |
Unrealized Gains (Losses) Still Held - Assets | [1] | 382 | (48,141) | (3,023) |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | (2,944) | 0 | 0 | |
Convertible debt securities [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | (10,038) | (10,116) | (2,527) | |
AFS Debt Security, (losses) included in OCI | (437) | 703 | 385 | |
Unrealized Gain (Loss) on Securities | [2] | 1,984 | 904 | 569 |
AFS Securities, Ending Asset Value | (11,354) | (10,038) | (10,116) | |
Unrealized Gains (Losses) Still Held - Assets | [1] | 1,303 | 1,607 | 954 |
Redeemable preferred shares [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | (17,444) | (22,834) | (4,910) | |
AFS Debt Security, (losses) included in OCI | 931 | (816) | (451) | |
AFS Securities, Ending Asset Value | (15,431) | (17,444) | (22,834) | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (2,013) | (816) | (451) |
Purchase of redeemable preferred shares | 0 | 0 | 18,375 | |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | 0 | (4,574) | 0 | |
2015 [Member] | Retained Investment in Business [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | 0 | (138,475) | ||
AFS Securities, Ending Asset Value | 0 | 0 | (138,475) | |
2015 [Member] | Retained Investment in Business [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | 0 | (4,807) | ||
AFS Securities, Ending Asset Value | 0 | 0 | (4,807) | |
Convertible Debt [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Proceeds from Sale of Investment Projects | (1,843) | $ (1,685) | $ 0 | |
Convertible debt securities [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Payments to Acquire Investments | $ 1,612 | |||
[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. |
Fair Value Measurements Fair 85
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent Consideration, Beginning Value | $ 1,983 | $ 14,588 | $ 10,781 | $ 1,983 | ||||
Contingent Consideration, Issuances | 0 | 0 | 9,605 | |||||
Contingent Consideration, Settlements | 0 | (7,858) | (716) | |||||
Contingent Consideration, Reclass | (285) | (6,778) | (331) | |||||
(Gain) loss, net from changes in fair value of contingent consideration | $ 4,092 | [1] | 48 | [1] | 4,092 | 240 | [1] | |
Contingent Consideration, Ending Value | 0 | 14,588 | 10,781 | |||||
Contingent Consideration, Unrealized Gain Loss | [2] | 0 | 3,966 | (148) | ||||
Convertible debt securities [Member] | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Unrealized Gain (Loss) on Securities | [3] | $ 1,984 | $ 904 | $ 569 | ||||
[1] | Changes in the fair value of contingent consideration liabilities are classified within Acquisition-related expense (benefit), net on the 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. | |||||||
[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 86
Fair Value Measurements Fair Value Measurements Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis [Abstract] | ||
Cost Method Investments | $ 25,438 | $ 31,816 |
Cost Method Investments, Fair Value Disclosure | $ 32,792 | $ 35,369 |
Fair Value Measurements Financi
Fair Value Measurements Financial Assets and Liabilities, Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost Method Investments | $ 25,438 | $ 31,816 |
Cost Method Investments, Fair Value Disclosure | $ 32,792 | $ 35,369 |
Income (Loss) Per Share Basic a
Income (Loss) Per Share Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 568,418,371 | |||||||||||||||||||||
Earnings Per Share, Basic | $ (0.09) | [1],[2] | $ 0 | [1] | $ 0.02 | [1] | $ 0.04 | [1] | $ 0.09 | [1] | $ 0.07 | [1] | $ 0.10 | [1] | $ 0.08 | [1] | $ (0.03) | $ 0.34 | $ (0.03) | |||
Earnings Per Share, Basic and Diluted | [3] | |||||||||||||||||||||
Earnings Per Share, Basic [Abstract] | ||||||||||||||||||||||
Income (loss) from continuing operations | $ 28,601 | $ 28,601 | $ (166,209) | $ (73,247) | ||||||||||||||||||
Net income attributable to noncontrolling interests | 12,587 | $ 12,587 | 11,264 | 13,011 | ||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (223) | $ (862) | $ (1,376) | $ 487 | $ (10,749) | $ (1,345) | $ (2,963) | $ (2,057) | 106,926 | |||||||||||||
Net loss attributable to Groupon, Inc. | $ 47,721 | $ 59 | $ (9,326) | $ (24,414) | $ (52,588) | $ (37,976) | $ (54,904) | $ (49,119) | $ 16,014 | $ (194,587) | $ 20,668 | |||||||||||
Basic, weighted average number of shares outstanding | 14,040,000 | 559,367,075 | 576,354,258 | 650,106,225 | ||||||||||||||||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||||||
Basic, weighted average number of shares outstanding | 14,040,000 | 559,367,075 | 576,354,258 | 650,106,225 | ||||||||||||||||||
Earnings Per Share, Diluted | $ 0.08 | $ 0 | $ (0.02) | $ (0.04) | $ (0.09) | $ (0.07) | $ (0.10) | $ (0.08) | $ 0.02 | $ (0.34) | $ 0.03 | |||||||||||
Common Class A [Member] | ||||||||||||||||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.28) | (0.13) | ||||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | (0.01) | 0.16 | ||||||||||||||||||||
Earnings Per Share, Basic and Diluted | $ (0.29) | $ 0.03 | ||||||||||||||||||||
Earnings Per Share, Basic [Abstract] | ||||||||||||||||||||||
Income (loss) from continuing operations | $ (151,284) | $ (72,977) | ||||||||||||||||||||
Net income attributable to noncontrolling interests | 9,559 | 12,963 | ||||||||||||||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (160,843) | (85,940) | ||||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (7,152) | $ (1,974) | 106,531 | |||||||||||||||||||
Net loss attributable to Groupon, Inc. | $ (167,995) | $ 20,591 | ||||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,755,214 | 559,367,075 | 647,706,249 | |||||||||||||||||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,755,214 | 559,367,075 | 647,706,249 | |||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.28) | $ (0.13) | ||||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | (0.01) | 0.16 | ||||||||||||||||||||
Earnings Per Share, Basic and Diluted | $ (0.29) | $ 0.03 | ||||||||||||||||||||
Earnings Per Share, Basic [Abstract] | ||||||||||||||||||||||
Income (loss) from continuing operations | $ (632) | $ (270) | ||||||||||||||||||||
Net income attributable to noncontrolling interests | 40 | 48 | ||||||||||||||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (672) | (318) | ||||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (30) | 395 | ||||||||||||||||||||
Net loss attributable to Groupon, Inc. | $ (702) | $ 77 | ||||||||||||||||||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | ||||||||||||||||||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | ||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 842,047 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 488,773 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 7,153,674 | |||||||||||||||||||||
Employee Stock [Member] | ||||||||||||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 201,504 | |||||||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 365,298 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Earnings Per Share, Basic | $ (0.03) | |||||||||||||||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.03) | (0.31) | ||||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | (0.02) | (0.03) | ||||||||||||||||||||
Earnings Per Share, Basic and Diluted | $ (0.05) | $ (0.34) | ||||||||||||||||||||
Earnings Per Share, Basic [Abstract] | ||||||||||||||||||||||
Income (loss) from continuing operations | $ (14,293) | $ (166,209) | ||||||||||||||||||||
Net income attributable to noncontrolling interests | 1,665 | 11,264 | ||||||||||||||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (15,958) | (177,473) | ||||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (9,932) | (17,114) | ||||||||||||||||||||
Net loss attributable to Groupon, Inc. | $ (25,890) | $ (194,587) | ||||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,884,987 | 576,354,258 | ||||||||||||||||||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,884,987 | 576,354,258 | ||||||||||||||||||||
Earnings Per Share, Diluted | 0.02 | |||||||||||||||||||||
Continuing Operations [Member] | Common Stock [Member] | ||||||||||||||||||||||
Earnings Per Share, Basic | (0.03) | |||||||||||||||||||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||||||
Earnings Per Share, Diluted | 0.03 | |||||||||||||||||||||
Discontinued Operations [Member] | Common Stock [Member] | ||||||||||||||||||||||
Earnings Per Share, Basic | 0 | |||||||||||||||||||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||||||
Earnings Per Share, Diluted | $ (0.01) | |||||||||||||||||||||
[1] | The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. | |||||||||||||||||||||
[2] | t | |||||||||||||||||||||
[3] | (1)The potentially dilutive impact |
Income (Loss) Per Share Schedul
Income (Loss) Per Share Schedule of Equity Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 100,693,145 | 101,306,228 | 45,227,890 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 13,000 | 1,204,512 | 1,884,958 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 8,087,545 | 33,480,458 | 41,079,648 |
Performance Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 0 | 125,934 | 0 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 0 | 1,335,613 | 1,346,447 |
Employee Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 0 | 1,184,330 | 916,837 |
Convertible Debt [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 46,296,300 | 34,213,474 | 0 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 46,296,300 | 29,761,907 | 0 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | $ (1,266,452) | $ (1,206,441) | $ (1,250,149) | ||||||||
Restructuring charges | $ 11,500 | $ 4,600 | $ 2,700 | $ 12,100 | $ 1,200 | $ 15,700 | $ 11,500 | 18,828 | 40,438 | 28,464 | |
Total revenue | $ 873,166 | $ 634,466 | $ 662,619 | $ 673,626 | $ 904,865 | $ 686,555 | $ 723,760 | $ 698,435 | 2,843,877 | 3,013,615 | 2,954,816 |
Sales Revenue, Goods, Net | 1,577,425 | 1,807,174 | 1,704,667 | ||||||||
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 1,884,700 | 2,120,300 | 2,022,500 | ||||||||
North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (1,914,168) | (2,151,769) | (2,047,742) | ||||||||
International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 929,709 | 861,846 | 907,074 | ||||||||
Local [Member] | North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (825,579) | (762,314) | (701,312) | ||||||||
Local [Member] | International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (281,466) | (270,045) | (335,112) | ||||||||
Travel [Member] | North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (78,495) | (82,577) | (81,731) | ||||||||
Travel [Member] | International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (43,786) | (49,756) | (59,482) | ||||||||
Third party and other [Member] | Goods [Member] | North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (16,768) | (9,068) | (7,151) | ||||||||
Third party and other [Member] | Goods [Member] | International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Services, Net | (20,358) | (32,681) | (65,361) | ||||||||
Direct [Member] | Goods [Member] | North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Goods, Net | 993,326 | 1,297,810 | 1,257,548 | ||||||||
Direct [Member] | Goods [Member] | International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sales Revenue, Goods, Net | $ 584,099 | $ 509,364 | $ 447,119 |
Segment Information Total Asset
Segment Information Total Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring Charges | $ 11,500 | $ 4,600 | $ 2,700 | $ 12,100 | $ 1,200 | $ 15,700 | $ 11,500 | $ 18,828 | $ 40,438 | $ 28,464 | |
Total Assets | 1,761,377 | 1,677,505 | 1,761,377 | ||||||||
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Assets | 1,057,600 | 1,006,200 | 1,057,600 | ||||||||
North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring Charges ex. SBC | 11,998 | 11,897 | 10,495 | ||||||||
Total Assets | [1] | 1,122,261 | 1,045,072 | 1,122,261 | |||||||
IRELAND | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Assets | 219,700 | ||||||||||
International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring Charges ex. SBC | 6,830 | 28,541 | $ 17,969 | ||||||||
Total Assets | $ 563,864 | $ 632,433 | $ 563,864 | ||||||||
Assets, Total [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration of risk, percentage | 10.00% | ||||||||||
[1] | (1)North America contains assets from the United States of $1,006.2 million and $1,057.6 million as of December 31, 2017 and 2016, respectively. International contains assets from Ireland of $219.7 million and $203.2 million as of December 31, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2017 and 2016. |
Segment Information Tangible pr
Segment Information Tangible property and equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | $ 85,252,000 | $ 93,783,000 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | [1] | 63,402,000 | 69,577,000 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | [2] | $ 21,850,000 | 24,206,000 |
Property, Plant and Equipment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration of risk, percentage | 10.00% | ||
IRELAND | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | $ 0.12 | $ 0.17 | |
[1] | Substantially all tangible property and equipment within North America is located in the United States. | ||
[2] | Tangible property and equipment, net located within Ireland represented approximately 12% and 17% of the Company's consolidated tangible property and equipment, net as of December 31, 2017 and 2016, respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2017 and 2016. |
Segment Information Depreciatio
Segment Information Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Depreciation, Depletion and Amortization | $ 137,827 | $ 135,909 | $ 129,382 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation, Depletion and Amortization | 16,211 | 19,044 | 20,409 |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation, Depletion and Amortization | $ 121,616 | $ 116,865 | $ 108,973 |
Segment Information Capital Exp
Segment Information Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Additions | $ 11,023 | $ 15,025 | $ 26,777 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Additions | 5,106 | 5,255 | 16,570 |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Additions | $ 5,917 | $ 9,770 | $ 10,207 |
Segment Information Revenue by
Segment Information Revenue by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Operating Income (Loss) | $ (49,726) | $ 1,213 | $ 7,398 | $ 11,680 | $ (9,503) | $ 24,840 | $ 39,753 | $ 45,148 | $ (29,435) | $ 100,238 | $ 70,671 | |
Total Assets | 1,677,505 | 1,761,377 | 1,677,505 | 1,761,377 | ||||||||
Restructuring Charges | 11,500 | 4,600 | 2,700 | 12,100 | 1,200 | 15,700 | 11,500 | 18,828 | 40,438 | 28,464 | ||
Third party and other | 1,266,452 | 1,206,441 | 1,250,149 | |||||||||
Direct | 1,577,425 | 1,807,174 | 1,704,667 | |||||||||
Total revenue | 873,166 | $ 634,466 | $ 662,619 | $ 673,626 | 904,865 | $ 686,555 | $ 723,760 | $ 698,435 | 2,843,877 | 3,013,615 | 2,954,816 | |
UNITED KINGDOM | ||||||||||||
Total revenue | 343,900 | 321,900 | 336,200 | |||||||||
IRELAND | ||||||||||||
Total Assets | 219,700 | 219,700 | ||||||||||
North America [Member] | ||||||||||||
Operating Income (Loss) | 45 | 85,423 | 107,836 | |||||||||
Total Assets | [1] | 1,045,072 | 1,122,261 | 1,045,072 | 1,122,261 | |||||||
Restructuring Charges ex. SBC | 11,998 | 11,897 | 10,495 | |||||||||
Third party and other | 1,914,168 | 2,151,769 | 2,047,742 | |||||||||
Estimated Litigation Liability, Current | 37,500 | |||||||||||
International [Member] | ||||||||||||
Operating Income (Loss) | (29,480) | 14,815 | (37,165) | |||||||||
Total Assets | $ 632,433 | $ 563,864 | 632,433 | 563,864 | ||||||||
Restructuring Charges ex. SBC | 6,830 | 28,541 | 17,969 | |||||||||
Total revenue | 929,709 | 861,846 | 907,074 | |||||||||
Local [Member] | North America [Member] | ||||||||||||
Third party and other | 825,579 | 762,314 | 701,312 | |||||||||
Local [Member] | International [Member] | ||||||||||||
Third party and other | 281,466 | 270,045 | 335,112 | |||||||||
Travel [Member] | North America [Member] | ||||||||||||
Third party and other | 78,495 | 82,577 | 81,731 | |||||||||
Travel [Member] | International [Member] | ||||||||||||
Third party and other | 43,786 | 49,756 | 59,482 | |||||||||
Acceleration of Share-Based Compensation [Member] | ||||||||||||
Restructuring Charges | 800 | 4,700 | ||||||||||
Acceleration of Share-Based Compensation [Member] | North America [Member] | ||||||||||||
Restructuring Charges | 800 | 2,600 | ||||||||||
Acceleration of Share-Based Compensation [Member] | International [Member] | ||||||||||||
Restructuring Charges | 2,100 | |||||||||||
Direct [Member] | Goods [Member] | North America [Member] | ||||||||||||
Direct | 993,326 | 1,297,810 | 1,257,548 | |||||||||
Direct [Member] | Goods [Member] | International [Member] | ||||||||||||
Direct | 584,099 | 509,364 | 447,119 | |||||||||
Third party and other [Member] | Goods [Member] | North America [Member] | ||||||||||||
Third party and other | 16,768 | 9,068 | 7,151 | |||||||||
Third party and other [Member] | Goods [Member] | International [Member] | ||||||||||||
Third party and other | $ 20,358 | $ 32,681 | $ 65,361 | |||||||||
[1] | (1)North America contains assets from the United States of $1,006.2 million and $1,057.6 million as of December 31, 2017 and 2016, respectively. International contains assets from Ireland of $219.7 million and $203.2 million as of December 31, 2017 and 2016, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2017 and 2016. |
Segment Information Gross Profi
Segment Information Gross Profit by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | $ 1,266,452 | $ 1,206,441 | $ 1,250,149 | ||||||||
Gross profit | $ 386,918 | $ 309,425 | $ 328,067 | $ 309,451 | $ 351,906 | $ 293,268 | $ 315,377 | $ 320,102 | 1,333,861 | 1,280,653 | 1,287,810 |
North America [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 1,914,168 | 2,151,769 | 2,047,742 | ||||||||
Gross profit | 927,678 | 885,547 | 801,571 | ||||||||
International [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Gross profit | 406,183 | 395,106 | 486,239 | ||||||||
Local [Member] | North America [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 825,579 | 762,314 | 701,312 | ||||||||
Gross profit | 708,573 | 660,983 | 600,893 | ||||||||
Local [Member] | International [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 281,466 | 270,045 | 335,112 | ||||||||
Gross profit | 265,348 | 250,435 | 310,842 | ||||||||
Travel [Member] | North America [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 78,495 | 82,577 | 81,731 | ||||||||
Gross profit | 60,594 | 64,355 | 67,027 | ||||||||
Travel [Member] | International [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 43,786 | 49,756 | 59,482 | ||||||||
Gross profit | 40,288 | 45,191 | 52,220 | ||||||||
Third party and other [Member] | Goods [Member] | North America [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 16,768 | 9,068 | 7,151 | ||||||||
Gross profit | 12,929 | 7,470 | 5,931 | ||||||||
Third party and other [Member] | Goods [Member] | International [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Sales Revenue, Services, Net | 20,358 | 32,681 | 65,361 | ||||||||
Gross profit | 17,910 | 27,976 | 55,141 | ||||||||
Direct [Member] | Goods [Member] | North America [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Gross profit | 145,582 | 152,739 | 127,720 | ||||||||
Direct [Member] | Goods [Member] | International [Member] | |||||||||||
Gross Profit by Category [Line Items] | |||||||||||
Gross profit | $ 82,637 | $ 71,504 | $ 68,036 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Other Sublease Future Income | $ 18.2 |
Sublease Income | $ 1.9 |
Quarterly Results (Details)
Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||||
Quarterly Results [Abstract] | ||||||||||||||||||||
Revenues | $ 873,166 | $ 634,466 | $ 662,619 | $ 673,626 | $ 904,865 | $ 686,555 | $ 723,760 | $ 698,435 | $ 2,843,877 | $ 3,013,615 | $ 2,954,816 | |||||||||
Cost of revenue | 486,248 | 325,041 | 334,552 | 364,175 | 552,959 | 393,287 | 408,383 | 378,333 | 1,510,016 | 1,732,962 | 1,667,006 | |||||||||
Gross profit | 386,918 | 309,425 | 328,067 | 309,451 | 351,906 | 293,268 | 315,377 | 320,102 | 1,333,861 | 1,280,653 | 1,287,810 | |||||||||
Income (loss) from operations | 49,726 | (1,213) | (7,398) | (11,680) | 9,503 | (24,840) | (39,753) | (45,148) | $ 29,435 | $ (100,238) | (70,671) | |||||||||
Net income (loss) | 51,071 | [1] | 3,802 | [1] | (5,403) | [1] | (20,869) | [1] | (39,455) | [1] | (34,447) | [1] | (48,768) | (43,539) | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 223 | $ 862 | $ 1,376 | $ (487) | $ 10,749 | $ 1,345 | $ 2,963 | $ 2,057 | $ (106,926) | |||||||||||
Earnings Per Share, Basic [Abstract] | ||||||||||||||||||||
Continuing operations | $ 0.09 | [2],[3] | $ 0 | [2] | $ (0.01) | [2] | $ (0.04) | [2] | $ (0.07) | [2] | $ (0.06) | [2] | $ (0.09) | [2] | $ (0.08) | [2] | $ 0.03 | $ (0.31) | $ (0.13) | |
Discontinued operations | 0 | [2],[3] | 0 | [2] | (0.01) | [2] | 0 | [2] | (0.02) | [2] | (0.01) | [2] | (0.01) | [2] | 0 | [2] | 0 | (0.03) | 0.16 | |
Basic, net (loss) earnings per share | 0.09 | [2],[3] | 0 | [2] | (0.02) | [2] | (0.04) | [2] | (0.09) | [2] | (0.07) | [2] | (0.10) | [2] | (0.08) | [2] | 0.03 | (0.34) | 0.03 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0.08 | [2],[3] | 0 | (0.01) | (0.04) | (0.07) | (0.06) | (0.09) | (0.08) | 0.03 | (0.31) | (0.13) | ||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0 | (0.01) | 0 | (0.02) | (0.01) | (0.01) | 0 | (0.01) | (0.03) | 0.16 | |||||||||
Earnings Per Share, Diluted | $ 0.08 | $ 0 | $ (0.02) | $ (0.04) | $ (0.09) | $ (0.07) | $ (0.10) | $ (0.08) | $ 0.02 | $ (0.34) | $ 0.03 | |||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||||||||||
Net loss | $ 47,721 | $ 59 | $ (9,326) | $ (24,414) | $ (52,588) | $ (37,976) | $ (54,904) | $ (49,119) | $ 16,014 | $ (194,587) | $ 20,668 | |||||||||
Restructuring charges | 11,500 | 4,600 | 2,700 | 12,100 | 1,200 | 15,700 | 11,500 | $ 18,828 | $ 40,438 | 28,464 | ||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 223 | $ 862 | $ 1,376 | $ (487) | $ 10,749 | $ 1,345 | $ 2,963 | $ 2,057 | $ (106,926) | |||||||||||
[1] | (1)Income (loss) from continuing operations for the three months ended September 30, 2017, June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016 includes restructuring charges of $11.5 million, $4.6 million, $2.7 million, $12.1 million, $1.2 million, $15.7 million and $11.5 million, respectively. | |||||||||||||||||||
[2] | The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. | |||||||||||||||||||
[3] | t |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Valuation Allowances and Reserves, Beginning Balance | $ 220,611 | $ 205,152 | $ 174,761 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 10,476 | 13,797 | 43,782 |
Valuation Allowances and Reserves, Period Increase (Decrease) | 7,615 | 1,662 | (13,391) |
Valuation Allowances and Reserves, Ending Balance | $ 238,702 | $ 220,611 | $ 205,152 |
Uncategorized Items - grpn-2017
Label | Element | Value |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures | 2,203,861 |