Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Groupon, Inc. | |
Entity Central Index Key | 1,490,281 | |
Entity Filer Category | Large Accelerated Filer | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 564,615,531 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 725,909 | $ 880,129 | |
Accounts receivable, net | 81,571 | 98,294 | |
Prepaid expenses and other current assets | 89,282 | 94,025 | |
Total current assets | 896,762 | 1,072,448 | |
Property, equipment and software, net | 146,717 | 151,145 | |
Goodwill | 289,945 | 286,989 | |
Intangible assets, net | 16,925 | 19,196 | |
Investments (including $103,579 and $109,751 at March 31, 2018 and December 31, 2017, respectively, at fair value) | 129,373 | 135,189 | |
Other non-current assets | 23,206 | 12,538 | |
Total Assets | [1] | 1,502,928 | 1,677,505 |
Current liabilities: | |||
Accounts payable | 23,400 | 31,968 | |
Accrued merchant and supplier payables | 568,570 | 770,335 | |
Accrued expenses and other current liabilities | 265,920 | 331,196 | |
Total current liabilities | 857,890 | 1,133,499 | |
Convertible senior notes, net | 192,619 | 189,753 | |
Other non-current liabilities | 102,047 | 102,408 | |
Total Liabilities | 1,152,556 | 1,425,660 | |
Commitments and contingencies (see Note 8) | |||
Stockholders' Equity | |||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 752,664,286 shares issued and 564,062,044 shares outstanding at March 31, 2018; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017 | 75 | 75 | |
Additional paid-in capital | 2,192,469 | 2,174,708 | |
Treasury stock, at cost, 188,602,242 shares at March 31, 2018 and December 31, 2017 | (867,450) | (867,450) | |
Accumulated deficit | (1,006,308) | (1,088,204) | |
Accumulated other comprehensive income (loss) | 29,936 | 31,844 | |
Total Groupon, Inc. Stockholders' Equity | 348,722 | 250,973 | |
Noncontrolling interests | 1,650 | 872 | |
Total Equity | 350,372 | 251,845 | |
Total Liabilities and Equity | $ 1,502,928 | $ 1,677,505 | |
[1] | (1)North America contains assets from the United States of $877.8 million and $1,006.2 million as of March 31, 2018 and December 31, 2017, respectively. International contains assets from Ireland of $167.1 million and $219.7 million as of March 31, 2018 and December 31, 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2018 and December 31, 2017. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Investments at fair value | $ 103,579 | $ 109,751 |
Common stock, par value (in usd per share) | $ 4.34 | |
Common Stock | ||
Common stock, par value (in usd per share) | $ 0.1000 | $ 0.1000 |
Common Stock, Shares Authorized | 2,010,000,000,000 | 2,010,000,000,000 |
Common Stock, Shares, Issued | 752,664,286,000 | 564,062,044,000 |
Common Stock, Shares, Outstanding | 748,541,862,000 | 559,939,620,000 |
Treasury Stock | ||
Treasury Stock, Shares | (188,602,242) | (188,602,242) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | ||||
Revenue: | |||||
Service | $ 301,797 | [1] | $ 301,577 | ||
Product | 324,743 | 372,049 | |||
Total revenue | 626,540 | [2] | 673,626 | ||
Cost of revenue: | |||||
Service | 31,145 | [3] | 42,873 | ||
Product | 270,510 | 321,302 | |||
Total cost of revenue | 301,655 | [3] | 364,175 | ||
Gross profit | 324,885 | 309,451 | |||
Operating expenses: | |||||
Marketing | 99,156 | [4] | 86,342 | ||
Selling, general and administrative | 222,061 | [5] | 232,058 | ||
Restructuring charges | 283 | 2,731 | |||
Total operating expenses | 321,500 | 321,131 | |||
Income (loss) from operations | [6],[7] | 3,385 | (11,680) | ||
Other income (expense), net | (8,515) | (4,602) | |||
Income (loss) from continuing operations before provision (benefit) for income taxes | (5,130) | (16,282) | |||
Provision (benefit) for income taxes | (2,335) | 4,587 | |||
Income (loss) from continuing operations | (2,795) | (20,869) | |||
Income (loss) from discontinued operations, net of tax | 0 | 487 | [8] | ||
Net income (loss) | (2,795) | (20,382) | |||
Net income attributable to noncontrolling interests | (4,093) | (4,032) | |||
Net income (loss) attributable to Groupon, Inc. | $ (6,888) | $ (24,414) | |||
Basic and diluted net income (loss) per share: | |||||
Continuing operations (in usd per share) | $ (0.01) | $ (0.04) | |||
Discontinued operations (in usd per share) | 0 | 0 | |||
Basic and diluted net income (loss) per share (in usd per share) | $ (0.01) | $ (0.04) | |||
Weighted average number of shares outstanding | |||||
Basic (in shares) | 561,735,937 | 562,195,243 | |||
Diluted (in shares) | 561,735,937 | 562,195,243 | |||
[1] | (1)Reflects decreases of $5.6 million related to the timing of recognition of variable consideration from unredeemed vouchers, $3.3 million related to the timing of recognition of revenue from hotel reservation offerings and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used, partially offset by a $7.8 million increase for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, which are classified as reductions of revenue under Topic 606. | ||||
[2] | (1)North America includes revenue from the United States of $385.4 million and $464.7 million for the three months ended March 31, 2018 and 2017, respectively. International includes revenue from the United Kingdom of $83.0 million and $65.5 million for the three months ended March 31, 2018 and 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2018 and 2017. Prior to the second quarter of 2017, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. | ||||
[3] | (2)Reflects an increase for refunds on service revenue transactions for which the merchant's share is not recoverable, which are classified as a reduction of revenue under Topic 606. | ||||
[4] | (3)Reflects an increase for customer credits issued for relationship purposes, which are classified as a reduction of revenue under Topic 606. | ||||
[5] | (4)Reflects the amortization of deferred contract acquisition costs in excess of amounts capitalized in the current period. | ||||
[6] | (1)Includes stock-based compensation of $17.9 million and $18.3 million for North America for the three months ended March 31, 2018 and 2017, respectively, and $1.4 million for International for the three months ended March 31, 2018 and 2017. | ||||
[7] | (2)Includes restructuring charges of $2.0 million for North America for the three months ended March 31, 2017 and $0.3 million and $0.8 million for International for the three months ended March 31, 2018 and 2017, respectively. | ||||
[8] | (1)The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three months ended March 31, 2017 includes the results of each business through its respective disposition date. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Statement of Income Captions [Line Items] | ||
Income (loss) from continuing operations | $ (2,795) | $ (20,869) |
Other comprehensive income (loss) from continuing operations: | ||
Net change in unrealized gain (loss) on foreign currency translations adjustments | (1,568) | |
Reclassification adjustments related to defined benefit pension plan | 0 | 585 |
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $0 and $147 for the three months ended March 31, 2018 and 2017, respectively) | (501) | 239 |
Income (loss) from discontinued operations | 0 | 487 |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments: | ||
Other Comprehensive Income (Loss), Net of Tax | (2,069) | 1,254 |
Comprehensive income (loss) | (4,864) | (35,639) |
Comprehensive income (loss) attributable to noncontrolling interests | (4,093) | (4,032) |
Comprehensive income (loss) attributable to Groupon, Inc. | (8,957) | (39,671) |
Tax effect | 0 | 147 |
Continuing Operations | ||
Other comprehensive income (loss) from continuing operations: | ||
Net change in unrealized gain (loss) on foreign currency translations adjustments | (1,568) | 430 |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments: | ||
Comprehensive income (loss) | (4,864) | (19,615) |
Discontinued Operations, Disposed of by Sale | ||
Other comprehensive income (loss) from continuing operations: | ||
Net change in unrealized gain (loss) on foreign currency translations adjustments | 0 | (16,511) |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments: | ||
Net unrealized gain (loss) during the period | 0 | (1,793) |
Reclassification adjustment included in net income (loss) from discontinued operations | 0 | (14,718) |
Other Comprehensive Income (Loss), Net of Tax | $ 0 | $ (16,024) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Groupon, Inc. Stockholders' Equity | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2017 | 748,541,862 | |||||||
Beginning balance at Dec. 31, 2017 | $ 251,845 | $ 75 | $ 2,174,708 | $ (1,088,204) | $ 31,844 | $ 250,973 | $ 872 | |
Treasury stock, beginning balance (in shares) at Dec. 31, 2017 | (188,602,242) | |||||||
Treasury stock, beginning balance at Dec. 31, 2017 | 867,450 | $ (867,450) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of change in accounting principle, net of tax | 88,945 | 88,945 | 88,945 | |||||
Reclassification for impact of U.S. tax rate change | (161) | 161 | ||||||
Net income (loss) attributable to noncontrolling interest | (2,795) | (6,888) | 4,093 | |||||
Net income (loss) attributable to parent | (6,888) | (6,888) | ||||||
Foreign currency translation | (1,568) | (1,568) | (1,568) | |||||
Unrealized gain (loss) on available-for-sale securities, net of tax | $ (501) | (501) | (501) | |||||
Exercise in stock options (in shares) | 2,400 | 2,400 | ||||||
Exercise of stock options | $ 6 | 6 | 6 | |||||
Vesting of restricted stock units and performance share units (in shares) | 4,157,462 | |||||||
Shares issued under employee stock purchase plan (in shares) | 746,773 | |||||||
Shares issued under employee stock purchase plan | 2,434 | 2,434 | 2,434 | |||||
Shares issued to settle liability-classified awards (in shares) | 1,240,379 | |||||||
Shares issued to settle liability-classified awards | 6,436 | 6,436 | 6,436 | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (2,024,590) | |||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (9,355) | (9,355) | (9,355) | |||||
Stock-based compensation on equity-classified awards | 18,240 | 18,240 | 18,240 | |||||
Distributions to noncontrolling interest holders | (3,315) | (3,315) | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 752,664,286 | |||||||
Ending balance at Mar. 31, 2018 | 350,372 | $ 75 | $ 2,192,469 | $ (1,006,308) | $ 29,936 | $ 348,722 | $ 1,650 | |
Treasury stock, ending balance (in shares) at Mar. 31, 2018 | (188,602,242) | |||||||
Treasury stock, ending balance at Mar. 31, 2018 | $ 867,450 | $ (867,450) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Operating activities | |||
Net income (loss) | $ (2,795) | $ (20,382) | |
Less: Income (loss) from discontinued operations, net of tax | 0 | 487 | [1] |
Income (loss) from continuing operations | (2,795) | (20,869) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment and software | 26,721 | 28,667 | |
Amortization of acquired intangible assets | 2,940 | 5,400 | |
Stock-based compensation | 19,326 | 19,701 | |
Deferred income taxes | (6,575) | (74) | |
(Gain) loss from changes in fair value of investments | 5,033 | (303) | |
Impairment of investment | 855 | 0 | |
Amortization of debt discount on convertible senior notes | 2,866 | 2,587 | |
Change in assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | 17,623 | 10,594 | |
Prepaid expenses and other current assets | 9,601 | 5,380 | |
Accounts payable | (8,341) | (13,184) | |
Accrued merchant and supplier payables | (143,330) | (138,238) | |
Accrued expenses and other current liabilities | (41,564) | (36,040) | |
Other, net | (2,107) | (1,707) | |
Net cash provided by (used in) operating activities from continuing operations | (119,747) | (138,086) | |
Net cash provided by (used in) operating activities from discontinued operations | 0 | (1,098) | |
Net cash provided by (used in) operating activities | (119,747) | (139,184) | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (20,144) | (14,076) | |
Acquisitions of intangible assets and other investing activities | (238) | 56 | |
Net cash provided by (used in) investing activities from continuing operations | (20,382) | (14,020) | |
Net cash provided by (used in) investing activities from discontinued operations | 0 | (7,547) | |
Net cash provided by (used in) investing activities | (20,382) | (21,567) | |
Financing activities | |||
Payments for purchases of treasury stock | 0 | (27,234) | |
Taxes paid related to net share settlements of stock-based compensation awards | (9,179) | (8,970) | |
Proceeds from stock option exercises and employee stock purchase plan | 2,434 | 2,468 | |
Distributions to noncontrolling interest holders | (3,315) | (3,450) | |
Payments of capital lease obligations | (9,024) | (8,067) | |
Payments of contingent consideration related to acquisitions | (1,815) | 0 | |
Other financing activities | 0 | (473) | |
Net cash provided by (used in) financing activities | (20,899) | (45,726) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | 6,191 | 3,973 | |
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | (154,837) | (202,504) | |
Less: Net increase (decrease) in cash classified within current assets of discontinued operations | 0 | (28,866) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (154,837) | (173,638) | |
Cash, cash equivalents and restricted cash, beginning of period | 885,481 | 874,906 | |
Cash, cash equivalents and restricted cash, end of period | 730,644 | 701,268 | |
Non-cash investing and financing activities | |||
Equipment acquired under capital lease obligations | 1,470 | 1,340 | |
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software | (1,022) | (1,185) | |
Investments acquired in connection with business dispositions | $ 0 | $ 2,022 | |
[1] | (1)The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three months ended March 31, 2017 includes the results of each business through its respective disposition date. |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Business Description and Basis of Presentation [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and subsidiaries (the "Company"), which commenced operations in October 2008, operates online local commerce marketplaces throughout the world that connect merchants to consumers by offering goods and services, generally at a discount. 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 15 , Segment Information . Unaudited Interim Financial Information The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. These condensed consolidated financial statements are unaudited and, in the Company's opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company's condensed consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders' equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 . Certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 , filed with the SEC on February 14, 2018, as amended by the Form 10-K/A for the year ended December 31, 2017, filed with the SEC on March 23, 2018. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. Reclassifications and Terminology Changes Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation, including the change in presentation of restricted cash in the condensed consolidated statements of cash flows upon adoption of ASU 2016-18. Refer to Note 2 , Adoption of New Accounting Standards , for additional information. Additionally, in prior periods, the Company referred to its product revenue and service revenue as "direct revenue" and "third-party and other revenue," respectively. This terminology change did not impact the amounts presented in the condensed consolidated financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, variable consideration from unredeemed vouchers, 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. |
ADOPTION OF NEW ACCOUNTING STAN
ADOPTION OF NEW ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
ADOPTION OF NEW ACCOUNTING STANDARDS | ADOPTION OF NEW ACCOUNTING STANDARDS The Company adopted the guidance in ASC Topic 606, Revenue from Contracts with Customers , on January 1, 2018. Topic 606 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. See Changes to Accounting Policies from Adoption of New Accounting Standards below and Note 10 , Revenue Recognition , for information on the impact of adopting Topic 606 on the Company's accounting policies. The Company adopted the guidance in ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities , as amended, on January 1, 2018 . This ASU generally requires equity investments to be measured at fair value with changes in fair value recognized through net income and eliminates 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. We applied that measurement alternative to our equity investments that were previously accounted for under the cost method. The adoption of ASU 2016-01 did not have a material impact on the condensed consolidated financial statements. See Changes to Accounting Policies from Adoption of New Accounting Standards below for additional information on the impact of adopting the ASU on the Company's accounting policies. The Company adopted the guidance in ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash , on January 1, 2018. This ASU requires companies to 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. Previously, changes in restricted cash were reported within cash flows from operating activities. The Company applied that change in cash flow classification on a retrospective basis, which resulted in an increase of $1.6 million to net cash used in operating activities for the three months ended March 31, 2017 . Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to letters of credit with financial institutions. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to amounts shown in the condensed consolidated statements of cash flows, as of March 31, 2018 and 2017 and December 31, 2017 (in thousands): March 31, 2018 March 31, 2017 December 31, 2017 Cash and cash equivalents $ 725,909 $ 690,975 $ 880,129 Restricted cash included in prepaid expenses and other current assets 4,332 5,250 4,932 Restricted cash included in other non-current assets 403 5,043 420 Cash, cash equivalents and restricted cash $ 730,644 $ 701,268 $ 885,481 The Company adopted the guidance in 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 , on January 1, 2018. 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 adoption of ASU 2017-05 did not have a material impact on the condensed consolidated financial statements. The Company adopted the guidance in ASU 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , on January 1, 2018. 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 adoption of ASU 2017-07 did not have a material impact on the condensed consolidated financial statements. The Company adopted the guidance in ASU 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting , on January 1, 2018. This ASU clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. The adoption of ASU 2017-09 did not have a material impact on the condensed consolidated financial statements. The Company adopted the guidance in ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Jobs Act"). As a result of the adoption of ASU 2018-02, the Company reclassified $0.2 million from accumulated other comprehensive income (loss) to accumulated deficit. Changes to Accounting Policies from Adoption of New Accounting Standards Revenue Recognition Prior to its adoption of Topic 606, the Company recognized revenue when the following criteria were met: persuasive evidence of an arrangement existed; delivery had occurred; the selling price was fixed or determinable and collection was reasonably assured. Following its adoption of Topic 606, the Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer. Substantially all of the Company's performance obligations are satisfied at a point in time rather than over time. Product Revenue The Company generates product revenue from direct sales of merchandise inventory through its Goods category. For product revenue transactions, the Company is the primary party responsible for providing the good to the customer, it has inventory risk and it has discretion in establishing prices. As such, product revenue is reported on a gross basis as the purchase price received from the customer. Product revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Service Revenue Service revenue is primarily earned from transactions in which the Company earns commissions by selling goods or services on behalf of third-party merchants. Those transactions generally involve a customer's purchase of a voucher through one of the Company's online marketplaces that can be redeemed with a third-party merchant for specified goods or services (or for discounts on specified goods or services). Service revenue from those transactions is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. The Company recognizes revenue from those transactions when its commission has been earned, which occurs when a sale through one of the Company's online marketplaces is completed and the related voucher has been made available to the customer. The Company believes that its remaining obligations to remit payment to the merchant and to provide information about vouchers sold are administrative activities that are immaterial in the context of the contract with the merchant. Prior to its adoption of Topic 606, the Company deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following its adoption of Topic 606, revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations. The Company also earns commissions when customers make purchases with retailers using digital coupons accessed through its websites and mobile applications and from voucherless merchant offerings in which customers earn cash back on their credit card statements when they transact with third-party merchants. The Company recognizes those commissions as revenue in the period in which the underlying transactions between the customer and the third-party merchant are completed. Variable Consideration for Unredeemed Vouchers For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of the Company's online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, the Company retains all of the gross billings for that voucher, rather than retaining only its net commission. Prior to its adoption of Topic 606, the Company recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when its legal obligation to the merchant expired, which the Company believes is shortly after the voucher expiration date in most jurisdictions. Following its adoption of Topic 606, the Company estimates the variable consideration from vouchers that will not ultimately be redeemed and recognizes that amount as revenue at the time of sale, rather than when the Company's legal obligation expires. The Company estimates variable consideration from unredeemed vouchers using its historical voucher redemption experience. If actual redemptions differ from the Company's estimates, the effects could be material to the condensed consolidated financial statements. Refunds Prior to the adoption of Topic 606, refunds were recorded as a reduction of revenue, except for refunds on service revenue transactions for which the merchant's share was not recoverable, which were presented as a cost of revenue. Following the adoption of Topic 606, all refunds are recorded as a reduction of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the consolidated balance sheets. The Company estimates its refund reserve using historical refund experience by deal category. 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 refunds differ from the Company's estimates, the effects could be material to the condensed consolidated financial statements. Discounts, Customer Credits and Other Consideration Payable to Customers The Company provides discount offers to encourage purchases of goods and services through its online marketplaces. The Company records discounts as a reduction of revenue. Additionally, the Company issues credits to customers that can be applied to future purchases through its online marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for customer relationship purposes. Credits issued to satisfy refund requests are applied as a reduction to the refunds reserve. Prior to the adoption of Topic 606, customer credits issued for relationship purposes were classified in the condensed consolidated statement of operations as a marketing expense. Following the adoption of Topic 606, customer credits issued for relationship purposes are classified as a reduction of revenue. Prior to its adoption of Topic 606, the Company recognized breakage income for unused customer credits when they expired or were forfeited. Following its adoption of Topic 606, breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used. 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. Costs of Obtaining Contracts Prior to its adoption of Topic 606, the Company expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following its adoption of Topic 606, those costs are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. As of March 31, 2018 , the Company had $3.9 million and $12.5 million of deferred contract acquisition costs recorded within Prepaid and other current assets and Other non-current assets, respectively. For the three months ended March 31, 2018 , the Company amortized $6.8 million of deferred contract acquisition costs and did not recognize any impairment losses in relation to the deferred costs. Those costs are classified within Selling, general and administrative expenses in the condensed consolidated statements of operations. Cost of Revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. 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 the cost of service and product revenue in proportion to gross billings during the period. For product revenue transactions, cost of revenue also 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. Prior to adoption of Topic 606, cost of revenue on service revenue transactions also included refunds for which the merchant's share was not recoverable. Financial Instruments Prior to the adoption of the guidance in ASU 2016-01, 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 were 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 were carried at cost and adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Subsequent to the adoption of the guidance in ASU 2016-01, the Company applies a measurement alternative for equity investments without readily determinable fair values that 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. |
DISCONTINUED OPERATIONS AND OTH
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | |
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS | DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS In October 2016, the Company completed a strategic review of its international markets in connection with its efforts to optimize its global footprint and focus on the markets that it believes have the greatest potential to benefit the Company's long-term financial performance. Based on that review, the Company decided to focus its business on 15 core countries and to pursue strategic alternatives for its operations in the remaining 11 countries, which were primarily based in Asia and Latin America. The dispositions of the Company's operations in those 11 countries were completed between November 2016 and March 2017. A business disposition that represents a strategic shift and has (or will have) a major effect on an entity's operations and financial results is reported as a discontinued operation. The Company determined that the decision reached by its management and Board of Directors to exit those 11 non-core countries, which comprised a substantial majority of its operations outside of North America and EMEA, represented a strategic shift in its business. Additionally, based on its review of quantitative and qualitative factors relevant to the dispositions, the Company determined that the disposition of the businesses in those countries would have a major effect on its operations and financial results. As such, the results of operations and cash flows for its operations in those countries, including the gains and losses on the dispositions and related income tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements for the three months ended March 31, 2018 and 2017 . Dispositions Completed in 2017 In connection with its strategic initiative to exit non-core countries as discussed above, the Company sold an 83% controlling stake in its subsidiary in Israel and sold its subsidiaries in Argentina, Chile, Colombia, Peru, Mexico, Brazil, Singapore and Hong Kong during the three months ended March 31, 2017. The Company recognized a net pretax loss on those dispositions of $1.3 million , which consisted of the following (in thousands): Three Months Ended March 31, 2017 Net consideration received: Fair value of minority investments retained or acquired $ 2,021 Cash proceeds received 3,462 Cash proceeds receivable 2,000 Less: transaction costs 1,394 Total net consideration received 6,089 Cumulative translation gain reclassified to earnings 14,718 Less: Net book value upon closing of the transactions 14,596 Less: Indemnification liabilities (1) 5,365 Less: Unfavorable contract liability for transition services 2,114 Loss on dispositions $ (1,268 ) (1) See Note 8 , Commitments and Contingencies , for additional information about the indemnification liabilities. Results of Discontinued Operations and Assets and Liabilities of Discontinued Operations The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three months ended March 31, 2017 (in thousands): Three Months Ended March 31, 2017 (1) Service revenue $ 12,602 Product revenue 2,962 Service cost of revenue (2,557 ) Product cost of revenue (3,098 ) Marketing expense (1,239 ) Selling, general and administrative expense (9,908 ) Restructuring (778 ) Other income, net 3,852 Income (loss) from discontinued operations before loss on dispositions and provision for income taxes 1,836 Loss on dispositions (1,268 ) Provision for income taxes (81 ) Income (loss) from discontinued operations, net of tax $ 487 (1) The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three months ended March 31, 2017 includes the results of each business through its respective disposition date. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the Company's goodwill activity by segment for the three months ended March 31, 2018 (in thousands): North America International Consolidated Balance as of December 31, 2017 $ 178,685 $ 108,304 $ 286,989 Foreign currency translation — 2,956 2,956 Balance as of March 31, 2018 $ 178,685 $ 111,260 $ 289,945 The following table summarizes the Company's intangible assets as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 57,573 $ 48,845 $ 8,728 $ 56,749 $ 46,513 $ 10,236 Merchant relationships 11,755 10,302 1,453 11,598 9,853 1,745 Trade names 12,212 10,891 1,321 12,077 10,469 1,608 Developed technology 37,045 37,045 — 36,864 36,864 — Patents 19,697 15,563 4,134 19,031 15,204 3,827 Other intangible assets 10,757 9,468 1,289 10,875 9,095 1,780 Total $ 149,039 $ 132,114 $ 16,925 $ 147,194 $ 127,998 $ 19,196 Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 5 years. Amortization expense related to intangible assets was $2.9 million and $5.4 million for the three months ended March 31, 2018 and 2017 , respectively. As of March 31, 2018 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2018 $ 7,870 2019 6,790 2020 1,280 2021 641 2022 325 Thereafter 19 Total $ 16,925 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Equity Method Investments [Abstract] | |
INVESTMENTS | 5 . INVESTMENTS The following table summarizes the Company's investments as of March 31, 2018 and December 31, 2017 (dollars in thousands): March 31, 2018 Percent Ownership of Voting Stock December 31, 2017 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 11,070 $ 11,354 Redeemable preferred shares 14,576 19% to 25% 15,431 19% to 25% Total available-for-sale securities 25,646 26,785 Fair value option investments 77,933 10% to 19% 82,966 10% to 19% Other equity investments (1) 25,794 1% to 19% 25,438 1% to 19% Total investments $ 129,373 $ 135,189 (1) Represents equity investments without readily determinable fair values. Those investments were previously accounted for using the cost method of accounting. Under the cost method, investments were carried at cost and adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The Company adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, the Company has elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. There were no adjustments for observable price changes or impairments related to these investments for the three months ended March 31, 2018 . The following table summarizes the amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company's available-for-sale securities as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 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 $ 10,422 $ 1,176 $ (528 ) $ 11,070 $ 10,205 $ 1,653 $ (504 ) $ 11,354 Redeemable preferred shares 14,576 — — 14,576 15,431 — — 15,431 Total available-for-sale securities $ 24,998 $ 1,176 $ (528 ) $ 25,646 $ 25,636 $ 1,653 $ (504 ) $ 26,785 (1) Gross unrealized loss is related to one security that was in a loss position for greater than 12 months as of March 31, 2018 and December 31, 2017. Fair Value Option Investments In connection with the dispositions of controlling stakes in Ticket Monster, an entity based in the Republic of Korea, in May 2015 and Groupon India in August 2015, the Company obtained minority investments in Monster Holdings LP ("Monster LP") and in Nearbuy Pte Ltd. ("Nearbuy"), 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. The Company determined that the fair value of its investments in Monster LP and Nearbuy was $73.7 million and $4.2 million , respectively, as of March 31, 2018 and $78.9 million and $4.0 million , respectively, as of December 31, 2017 . For the three months ended March 31, 2018 , the Company recognized a loss of $5.2 million and a gain of $0.2 million from changes in the fair value of its investments in Monster LP and Nearbuy, respectively. For the three months ended March 31, 2017 , the Company recognized a gain of $2.4 million and a loss of $2.1 million from changes in the fair value of its investments in Monster LP and Nearbuy, respectively. |
SUPPLEMENTAL CONSOLIDATED BALAN
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes the Company's other income (expense), net for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Interest income $ 1,509 $ 602 Interest expense (5,493 ) (5,319 ) Gains (losses), net on changes in fair value of investments (5,033 ) 303 Foreign currency gains (losses), net 1,398 51 Impairment of investment (855 ) — Other (41 ) (239 ) Other income (expense), net $ (8,515 ) $ (4,602 ) The following table summarizes the Company's prepaid expenses and other current assets as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Merchandise inventories $ 24,771 $ 25,528 Prepaid expenses 34,668 40,399 Income taxes receivable 9,918 10,299 Other 19,925 17,799 Total prepaid expenses and other current assets $ 89,282 $ 94,025 The following table summarizes the Company's accrued merchant and supplier payables as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Accrued merchant payables $ 395,085 $ 459,662 Accrued supplier payables (1) 173,485 310,673 Total accrued merchant and supplier payables $ 568,570 $ 770,335 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes the Company's accrued expenses and other current liabilities as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Refunds reserve $ 29,434 $ 31,275 Compensation and benefits 47,255 73,096 Customer credits 18,761 28,487 Income taxes payable 12,239 9,645 Deferred revenue 22,185 29,539 Current portion of capital lease obligations 22,023 25,958 Other 114,023 133,196 Total accrued expenses and other current liabilities $ 265,920 $ 331,196 The following table summarizes the Company's other non-current liabilities as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Contingent income tax liabilities $ 45,469 $ 43,699 Capital lease obligations 15,448 18,500 Deferred income taxes 880 811 Other 40,250 39,398 Total other non-current liabilities $ 102,047 $ 102,408 The following table summarizes the components of accumulated other comprehensive income (loss) as of March 31, 2018 and December 31, 2017 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Total Balance as of December 31, 2017 $ 30,962 $ 882 $ 31,844 Reclassification for impact of U.S. tax rate change — 161 161 Other comprehensive income (loss) (1,568 ) (501 ) (2,069 ) Balance as of March 31, 2018 $ 29,394 $ 542 $ 29,936 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Convertible Senior Notes On April 4, 2016, the Company issued $250.0 million in aggregate principal amount of convertible senior notes (the "Notes") in a private placement to A-G Holdings, L.P. ("AGH"). Michael Angelakis, the chairman and chief executive officer of Atairos Group, Inc. ("Atairos"), joined the Company's Board of Directors in connection with the issuance of the Notes. Atairos controls the voting power of AGH. 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 $4.34 as of March 31, 2018 , 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 condensed consolidated balance sheet. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Notes. The difference between the principal amount of the Notes and the liability component (the "debt discount") is amortized to interest expense at an effective interest rate of 9.75% over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the condensed consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company incurred transaction costs of approximately $6.8 million related to the issuance of the Notes. Those transaction costs were allocated to the liability and equity components in the same manner as the allocation of the proceeds from the Notes. Transaction costs attributable to the liability component of $4.8 million were recorded as a debt discount in the condensed consolidated balance sheet and are being amortized to interest expense over the term of the Notes. Transaction costs attributable to the equity component of $2.0 million were recorded in stockholders' equity as a reduction of the equity component. The carrying amount of the Notes consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (57,381 ) (60,247 ) Net carrying amount of liability component $ 192,619 $ 189,753 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of March 31, 2018 and December 31, 2017 was $281.5 million and $285.6 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 March 31, 2018 , the remaining term of the Notes is approximately four years . During the three months ended March 31, 2018 and 2017 , the Company recognized interest expense on the Notes as follows (in thousands): Three Months Ended March 31, 2018 2017 Contractual interest expense (3.25% of the principal amount per annum) $ 2,032 $ 2,032 Amortization of debt discount 2,866 2,587 Total interest expense $ 4,898 $ 4,619 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 were recorded in additional paid-in capital in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 . The convertible note hedges and warrants are not remeasured as long as they continue to meet the conditions for equity classification. The amounts paid for the convertible note hedges are tax deductible over the term of the Notes, while the proceeds received from the warrants are not taxable. Under the if-converted method, the shares of common stock underlying the conversion option in the Notes are included in the diluted earnings per share denominator and the interest expense on the Notes, net of tax, is added to the numerator. However, upon conversion, there will be no economic dilution from the Notes, as exercise of the convertible note hedges eliminates any dilution from the Notes that would have otherwise occurred when the price of the Company’s common stock exceeds the conversion price. Taken together, the purchase of the convertible note hedges and sale of warrants are intended to offset any actual dilution from the conversion of 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 March 31, 2018 and December 31, 2017 , the Company had no borrowings and had outstanding letters of credit of $23.4 million and $22.7 million , respectively, under the Amended and Restated Credit Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Except for the changes set forth below, the Company's commitments as of March 31, 2018 and through the date these condensed consolidated financial statements were issued did not materially change from the amounts set forth in the Company's 2017 Annual Report on Form 10-K. Purchase Obligations In the first quarter 2018, the Company entered into a non-cancelable arrangement for cloud computing services. As of March 31, 2018 , future payments under that contractual obligation are as follows (in thousands): 2018 $ 1,500 2019 3,400 2020 3,400 2021 3,400 2022 3,400 Total $ 15,100 Leases In May 2018, the Company entered into a new office lease for one of its foreign locations. The future payments under that operating lease for each of the next five years and thereafter are as follows (in thousands): 2018 $ 2,461 2019 2,749 2020 2,749 2021 2,749 2022 2,749 Thereafter 6,187 Total minimum lease payments $ 19,644 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. In the Delaware Action, the Company filed a motion on March 5, 2018 for summary judgment that it does not infringe the asserted patents and that IBM may not claim an earlier priority date for its patent relating to preserving state information in online transactions to overcome the Company’s challenge that the patent is invalid. The Company also filed a motion to exclude IBM’s damages expert's testimony, on the ground that the expert's opinions of IBM’s damages claim do not meet the requisite standard for expert testimony. On March 5, 2018, IBM moved for summary judgment that certain asserted claims of IBM’s patent relating to preserving state information in online transactions are not invalid, that certain prior art references raised by the Company do not anticipate or render obvious asserted claims of two of IBM’s patents, and that the Company cannot claim certain affirmative defenses. IBM filed a motion to preclude the Company’s damages or technical expert from referencing alternatives to the allegedly infringing technologies, but did not ask the court to exclude either of their testimonies in full. The parties participated in a mediation on the case before a federal magistrate judge in Delaware on April 3, 2018. No settlement was reached at that mediation. A hearing on the parties' cross-motions for summary judgment, and on the parties’ respective challenges to expert witness testimony, subsequently was held on April 24, 2018 and the court has taken the motions under advisement. There is no set ruling date. Trial is scheduled to commence on July 16, 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. The Company intends to seek damages and injunctive relief for IBM’s infringement of this patent. On December 20, 2016, IBM filed a motion to dismiss this case, and the court denied that motion. 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 did not include all claims requested by IBM. On May 1, 2018, the Patent Office stated that it would institute review of the claims that were not previously under review based on a recent Supreme Court decision ( SAS Institute, Inc. v. Iancu ) finding that the Patent Office must institute review of either all or none of claims petitioners seek to review. 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 the IBM matter described above), 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. Those 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 those 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 initially 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 to arise under the indemnifications in excess of amounts accrued as of March 31, 2018 is approximately $19.0 million . In the normal course of business to facilitate transactions related to its operations, the Company indemnifies certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company is also subject to increased exposure to various claims as a result of its divestitures and acquisitions, particularly in cases where the Company is entering into new businesses in connection with such acquisitions. The Company may also become more vulnerable to claims as it expands the range and scope of its services and is subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, the Company has entered into indemnification agreements with its officers, directors and underwriters, and the Company's bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. Except as noted above, it is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that the Company has made under these agreements have not had a material impact on the operating results, financial position or cash flows of the Company. |
STOCKHOLDERS' EQUITY AND COMPEN
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS The Company's Board of Directors (the "Board") has the authority, without approval by the stockholders, to issue up to a total of 50,000,000 shares of preferred stock in one or more series. The Board may establish the number of shares to be included in each such series and may fix the designations, preferences, powers and other rights of the shares of a series of preferred stock. The Board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of its common stock. As of March 31, 2018 and December 31, 2017 , there were no shares of preferred stock outstanding. Common Stock 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. Share Repurchase Program In May 2018, the Board authorized the Company to repurchase up to $300.0 million of its common stock under a new share repurchase program. The Company's prior share repurchase program expired in April 2018. During the three months ended March 31, 2018 , the Company did not purchase any shares under that program. As of March 31, 2018 and upon its expiration the following month, up to $135.2 million of common stock remained available for purchase under that prior share repurchase 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. Groupon, Inc. Stock Plans The Groupon, Inc. Stock Plans (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 March 31, 2018 , 63,923,154 shares of common stock were available for future issuance under the Plans. The stock-based compensation expense related to stock awards issued under the Plans and acquisition-related awards are presented within the following line items of the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cost of revenue $ 396 $ 663 Marketing 1,794 1,802 Selling, general and administrative 17,088 17,185 Other income (expense) 48 51 Total stock-based compensation expense $ 19,326 $ 19,701 The Company also capitalized $1.7 million and $1.5 million of stock-based compensation for the three months ended March 31, 2018 and 2017 , respectively, in connection with internally-developed software. As of March 31, 2018 , a total of $107.9 million of unrecognized compensation costs related to unvested employee stock awards are expected to be recognized over a remaining weighted-average period of 1.32 years. Employee Stock Purchase Plan The Company is authorized to grant up to 10,000,000 shares of common stock under its employee stock purchase plan ("ESPP"). For the three months ended March 31, 2018 and 2017 , 746,773 and 877,845 shares of common stock, respectively, were issued under the ESPP. Restricted Stock Units The restricted stock units granted under the Plans generally have vesting periods between one and four years. Restricted stock units are amortized on a straight-line basis over the requisite service period. The table below summarizes activity regarding unvested restricted stock units granted under the Plans for the three months ended March 31, 2018 : Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2017 28,939,110 $ 4.32 Granted 2,610,912 5.24 Vested (3,878,827 ) 4.53 Forfeited (1,608,149 ) 4.02 Unvested at March 31, 2018 26,063,046 4.40 Performance Share Units The performance share units granted under the Plans vest in shares of the Company's common stock upon the achievement of financial and operational targets specified in the respective award. The awards are subject to both continued employment through the performance period dictated by the award and certification by the Compensation Committee that the specified financial and operational targets have been achieved. During the three months ended March 31, 2018 , the Company granted performance share units for which the maximum number of common shares issuable upon vesting of those performance share units is 3,283,114 shares, the grant date fair value was $5.20 per unit and the total grant date fair value of the shares for which the performance conditions are expected to be met was $8.5 million . During the three months ended March 31, 2018 , 278,635 shares of the Company's common stock were issued related to performance share units granted in the previous year following the Compensation Committee's certification of the Company's financial and operational metrics for the year ended December 31, 2017. The weighted average grant date fair value of those units was $3.78 per share. 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. During the three months ended March 31, 2018 , 1,240,379 shares of the Company's common stock were issued related to performance bonus awards granted in the previous year following the Compensation Committee's certification of the Company's financial and operational metrics for the year ended December 31, 2017. The weighted average grant date fair value of those awards was $5.20 per share. 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 three months ended March 31, 2018 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Outstanding and exercisable at December 31, 2017 885,580 $ 0.62 1.76 $ 3,967 Exercised (2,400 ) 2.36 Forfeited — — Outstanding and exercisable at March 31, 2018 883,180 0.61 1.51 $ 3,294 (1) The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of March 31, 2018 and December 31, 2017 , respectively. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Product and service revenue are generated from sales transactions through the Company's online marketplaces in three primary categories: Local, Goods and Travel. Product revenue is earned from direct sales of merchandise inventory to customers and includes any related shipping fees. Service revenue primarily represents the net commissions earned by the Company from selling goods and services provided by third-party merchants. Those marketplace transactions generally involve the online delivery of a voucher that can be redeemed by the purchaser with the third-party merchant for goods or services (or for discounts on goods or services). To a lesser extent, service revenue also includes commissions earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. Additionally, in the United States the Company has recently been developing and testing voucherless offerings that are linked to customer credit cards. Customers claim those voucherless merchant offerings through the Company's online marketplaces and earn cash back on their credit card statements when they transact with the related merchants, who pay the Company commissions for such transactions. In connection with most of our product and service revenue transactions, we collect cash from credit card payment processors shortly after a sale occurs. For transactions in which the Company earns commissions when customers make purchases with retailers using digital coupons accessed through its websites and mobile applications, the Company generally collects payment from affiliate networks on terms ranging from 30 to 150 days. Previously, the Company referred to its product revenue and service revenue as "direct revenue" and "third-party and other revenue," respectively. Adoption of ASC Topic 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("Topic 606") using the modified retrospective method. Beginning on January 1, 2018, results are presented in accordance with the Company's revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historical policies. The adoption of Topic 606 did not significantly impact the Company's presentation of revenue on a gross or net basis. The following changes resulted from the adoption of Topic 606: • For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of the Company's online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, the Company retains all of the gross billings for that voucher, rather than retaining only its net commission. Prior to its adoption of Topic 606, the Company recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when its legal obligation to the merchant expired, which the Company believes is shortly after the voucher expiration date in most jurisdictions. Following its adoption of Topic 606, the Company estimates the variable consideration from vouchers that will not ultimately be redeemed and recognizes that amount as revenue at the time of sale, rather than when the Company's legal obligation expires. The Company estimates variable consideration from unredeemed vouchers using its historical voucher redemption experience. Most vouchers sold through the Company's marketplace in the United States do not have expiration dates and redemption payment terms were not widely used in that jurisdiction before 2017, so the Company's North America segment did not have variable consideration from unredeemed vouchers in prior periods. • Prior to its adoption of Topic 606, the Company expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following its adoption of Topic 606, those costs are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. • Prior to its adoption of Topic 606, the Company recognized breakage income for unused customer credits when they expired or were forfeited. Following its adoption of Topic 606, breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used. • Prior to its adoption of Topic 606, the Company deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following its adoption of Topic 606, revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations. • Prior to its adoption of Topic 606, the Company classified refunds on service revenue transactions for which the merchant's share of the refund amount is not recoverable as a cost of revenue. Following its adoption of Topic 606, those refunds are classified as a reduction of revenue. • Prior to its adoption of Topic 606, the Company classified credits issued to consumers for relationship purposes as a marketing expense. Following its adoption of Topic 606, those credits are classified as a reduction of revenue. The Company recorded a net reduction to its opening accumulated deficit of $88.9 million , which is net of a $6.7 million income tax effect, as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The following table summarizes balance sheet accounts impacted by the cumulative effect of adopting Topic 606 (in thousands): Account Increase (decrease) to beginning accumulated deficit Prepaid expenses and other current assets $ (4,007 ) Other non-current assets (10,223 ) Accrued merchant and supplier payables (64,970 ) Accrued expenses and other current liabilities (13,188 ) Other non-current liabilities 3,443 Effect on beginning accumulated deficit $ (88,945 ) See Note 2 , Adoption of New Accounting Standards , for additional information about the Company's revenue recognition policies before and after the adoption of Topic 606. Impacts on Condensed Consolidated Financial Statements The following tables summarize the impacts of adopting Topic 606 on the Company's condensed consolidated financial statements as of and for the three months ended March 31, 2018 (in thousands): Condensed Consolidated Balance Sheet March 31, 2018 As reported Adjustments Balances without adoption of Topic 606 Total assets $ 1,502,928 $ (13,082 ) $ 1,489,846 Total liabilities 1,152,556 84,185 1,236,741 Total Groupon, Inc. stockholders' equity 350,372 (97,267 ) 253,105 C ondensed Consolidated Statement of Operations Three Months Ended March 31, 2018 As reported Adjustments Balances without adoption of Topic 606 Revenue: Service revenue (1) $ 301,797 $ (1,779 ) $ 300,018 Product revenue 324,743 — 324,743 Total revenue 626,540 (1,779 ) 624,761 Cost of revenue: Service cost of revenue (2) 31,145 6,275 37,420 Product cost of revenue 270,510 — 270,510 Cost of revenue (2) 301,655 6,275 307,930 Gross profit 324,885 (8,054 ) 316,831 Operating expenses: Marketing (3) 99,156 1,573 100,729 Selling, general and administrative (4) 222,061 (1,264 ) 220,797 Restructuring charges 283 — 283 Total operating expenses 321,500 309 321,809 Income (loss) from operations 3,385 (8,363 ) (4,978 ) Other income (expense), net (8,515 ) — (8,515 ) Income (loss) before provision (benefit) for income taxes (5,130 ) (8,363 ) (13,493 ) Provision (benefit) for income taxes (5) (2,335 ) (1,019 ) (3,354 ) Net income (loss) $ (2,795 ) $ (7,344 ) $ (10,139 ) (1) Reflects decreases of $5.6 million related to the timing of recognition of variable consideration from unredeemed vouchers, $3.3 million related to the timing of recognition of revenue from hotel reservation offerings and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used, partially offset by a $7.8 million increase for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, which are classified as reductions of revenue under Topic 606. (2) Reflects an increase for refunds on service revenue transactions for which the merchant's share is not recoverable, which are classified as a reduction of revenue under Topic 606. (3) Reflects an increase for customer credits issued for relationship purposes, which are classified as a reduction of revenue under Topic 606. (4) Reflects the amortization of deferred contract acquisition costs in excess of amounts capitalized in the current period. (5) As discussed in Note 12, Income Taxes , for the three months ended March 31, 2018 , the Company recognized a $6.4 million income tax benefit resulting from the impact of adopting Topic 606 on intercompany activity in certain foreign jurisdictions. That income tax benefit is not reflected in this table, which presents the direct impacts of adopting Topic 606. Segment and Category Information Three Months Ended March 31, 2018 As reported Adjustments Balances without adoption of Topic 606 North America Service revenue: Local $ 187,411 $ 3,613 $ 191,024 Goods 4,874 — 4,874 Travel 20,084 (3,080 ) 17,004 Product revenue - Goods 180,887 — 180,887 Total North America revenue 393,256 533 393,789 International Service revenue: Local 74,578 (1,445 ) 73,133 Goods 3,414 (239 ) 3,175 Travel 11,436 (628 ) 10,808 Product revenue - Goods 143,856 — 143,856 Total International revenue 233,284 (2,312 ) 230,972 Consolidated Service revenue: Local 261,989 2,168 264,157 Goods 8,288 (239 ) 8,049 Travel 31,520 (3,708 ) 27,812 Product revenue - Goods 324,743 — 324,743 Total Consolidated Revenue $ 626,540 $ (1,779 ) $ 624,761 Contract Balances The following table summarizes the activity in revenue deferred from contracts with customers for the three months ended March 31, 2018 (in thousands): Deferred Revenue Balance as of January 1, 2018 $ 25,763 Revenue deferred 22,185 Revenue recognized (25,935 ) Foreign currency translation 172 Balance as of March 31, 2018 $ 22,185 A substantial majority of our deferred revenue relates to product sales for which revenue will be recognized as the products are delivered to customers, generally within one week following the balance sheet date. The following table summarizes the activity in the liability for customer credits for the three months ended March 31, 2018 (in thousands): Customer Credits Balance as of January 1, 2018 $ 19,414 Credits issued 32,386 Credits redeemed (1) (28,167 ) Breakage revenue recognized (5,036 ) Foreign currency translation 164 Balance as of March 31, 2018 $ 18,761 (1) Customer credits can be redeemed through the Company's online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by the Company. When customer credits are redeemed for goods or services provided by a third-party merchant, service revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. When customer credits are redeemed for merchandise inventory sold by the Company, product revenue is recognized on a gross basis equal to the amount of the customer credit liability derecognized. Customer credits are primarily used within one year of issuance. |
RESTRUCTURING RESTRUCTURING
RESTRUCTURING RESTRUCTURING | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING In September 2015, the Company commenced a restructuring plan relating primarily to workforce reductions in its international operations. The Company has also undertaken workforce reductions in its North America segment. In addition to workforce reductions in its ongoing markets, the Company ceased operations in 17 countries within its International segment as part of the restructuring plan between September 2015 and March 2016. Those country exits, which generally comprised the Company's smallest international markets, resulted from a series of separate decisions made at different times during that period that were not part of an overall strategic shift. Costs related to the restructuring plan are classified as Restructuring charges on the condensed consolidated statements of operations. The actions under the Company's restructuring plan were completed as of September 30, 2017 and substantially all of the remaining cash payments for actions under that plan are expected to be disbursed through December 31, 2018. The Company incurred cumulative costs for employee severance and benefits and other exit costs of $80.5 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 three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 Employee Severance and Benefit Costs (1) Other Exit Costs (1) Total Restructuring Charges North America $ — $ — $ — International 230 53 283 Consolidated $ 230 $ 53 $ 283 Three Months Ended March 31, 2017 Employee Severance and Benefit Costs (2) Other Exit Costs Total Restructuring Charges North America $ 1,778 $ 177 $ 1,955 International 523 253 776 Consolidated $ 2,301 $ 430 $ 2,731 (1) The $0.3 million of restructuring charges during three months ended March 31, 2018 reflects changes in estimates related to prior actions. (2) The employee severance and benefit costs for the three months ended March 31, 2017 related to the termination of approximately 200 employees. The following table summarizes the restructuring liability activity for each period (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2017 $ 3,817 $ 304 $ 4,121 Charges payable in cash 230 53 283 Cash payments (720 ) (53 ) (773 ) Foreign currency translation 71 — 71 Balance as of March 31, 2018 $ 3,398 $ 304 $ 3,702 |
INCOME TAXES INCOME TAXES
INCOME TAXES INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. For the three months ended March 31, 2018 , the Company recorded an income tax benefit from continuing operations of $2.3 million on a pretax loss from continuing operations of $5.1 million . For the three months ended March 31, 2017 , the Company recorded income tax expense from continuing operations of $4.6 million on a pretax loss from continuing operations of $16.3 million . The Company's U.S. Federal income tax rate is 21%. The effective tax rate for the three months ended March 31, 2018 reflected a $6.4 million income tax benefit resulting from the impact of adopting Topic 606 on intercompany activity in certain foreign jurisdictions, partially offset by pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The primary factor impacting the effective tax rate for the three months ended March 31, 2017 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The Company is currently undergoing income tax audits in multiple jurisdictions. There are many factors, including factors outside of the Company's control, which influence the progress and completion of those audits. During the fourth quarter 2017, the Company received an income tax assessment and a notification of proposed assessment from the tax authorities in two foreign jurisdictions, totaling $141.8 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 $40.6 million in unrecognized tax benefits may occur within the 12 months following March 31, 2018 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. 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 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 for which the related deferred tax liabilities recognized as of March 31, 2018 and December 31, 2017 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. |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2018 | |
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. To determine the fair value of its fair value option investments each period, the Company first estimates the fair value of each entity in its entirety. The Company primarily uses the discounted cash flow method, which is an income approach, to estimate the fair value of the investees. The key inputs to determining fair values under that approach are cash flow forecasts and discount rates. As of March 31, 2018 and December 31, 2017 , the Company applied discount rates of 21% and 22% , respectively, in its discounted cash flow valuations for Monster LP. The Company also uses a market approach valuation technique, which is based on market multiples of guideline companies, to determine the fair value of each entity. The discounted cash flow and market multiple valuations are then evaluated and weighted to determine the amount that is most representative of the fair value of each entity. Once the Company determines the fair value of each entity, it then determines the fair value of its specific investments in those entities. The entities have complex capital structures, so the Company applies an option-pricing model that considers the liquidation preferences of each investee’s respective classes of ownership interests to determine the fair value of the Company’s investment in each entity. 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 Selling, general and administrative expense on the condensed 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 that are measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 (in thousands): Fair Value Measurement at Reporting Date Using March 31, 2018 Quoted Prices in Active Markets for Significant Other Significant Cash equivalents $ 93,325 $ 93,325 $ — $ — Fair value option investments 77,933 — — 77,933 Available-for-sale securities: Convertible debt securities 11,070 — — 11,070 Redeemable preferred shares 14,576 — — 14,576 Fair Value Measurement at Reporting Date Using December 31, 2017 Quoted Prices in Active Markets for Significant Other Significant 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 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Assets Fair value option investments: Beginning Balance $ 82,966 $ 82,584 Total gains (losses) included in earnings (5,033 ) 303 Ending Balance $ 77,933 $ 82,887 Unrealized gains (losses) still held (1) $ (5,033 ) $ 303 Available-for-sale securities Convertible debt securities: Beginning Balance $ 11,354 $ 10,038 Acquisition of convertible debt security — 1,612 Total gains (losses) included in other comprehensive income (loss) (501 ) 42 Total gains (losses) included in earnings (2) 217 239 Ending Balance $ 11,070 $ 11,931 Unrealized gains (losses) still held (1) $ (284 ) $ 281 Redeemable preferred shares: Beginning Balance $ 15,431 $ 17,444 Total gains (losses) included in other comprehensive income (loss) — 344 Impairment included in earnings (855 ) — Ending Balance $ 14,576 $ 17,788 Unrealized (losses) gains still held (1) $ (855 ) $ 344 Liabilities Contingent Consideration: Beginning Balance $ — $ 14,588 Total losses (gains) included in earnings (3) — 12 Ending Balance $ — $ 14,600 Unrealized losses (gains) still held (1) $ — $ 12 (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents accretion of interest income and changes in the fair value of an embedded derivative. (3) Changes in the fair value of contingent consideration liabilities are classified within Selling, general and administrative expense 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. The Company did not record any significant nonrecurring fair value measurements after initial recognition for the three months ended March 31, 2018 and 2017 . Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The following table presents the carrying amount and fair value of equity securities that were classified as cost method investments as of December 31, 2017 (in thousands): December 31, 2017 Carrying Amount Fair Value Cost method investments (1) $ 25,438 $ 32,792 (1) See Note 2 , Adoption of New Accounting Standards , and Note 5 , Investments , for information about the Company's adoption of ASU 2016-01 on January 1, 2018 and its impact on accounting for equity investments without readily determinable fair values that were previously subject to the cost method of accounting. 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 classified the fair value measurements of its cost method investments as Level 3 measurements within the fair value hierarchy as of December 31, 2017 because they involve significant unobservable inputs such as cash flow projections and discount rates. The Company's other financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of these assets and liabilities approximate their respective fair values as of March 31, 2018 and December 31, 2017 due to their short-term nature. |
INCOME (LOSS) PER SHARE INCOME
INCOME (LOSS) PER SHARE INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | 14 . 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. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three months ended March 31, 2018 and 2017 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2018 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (2,795 ) $ (20,869 ) Less: Net income (loss) attributable to noncontrolling interests 4,093 4,032 Net income (loss) attributable to common stockholders - continuing operations (6,888 ) (24,901 ) Net income (loss) attributable to common stockholders - discontinued operations — 487 Net income (loss) attributable to common stockholders $ (6,888 ) $ (24,414 ) Denominator Weighted-average common shares outstanding 561,735,937 562,195,243 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.01 ) $ (0.04 ) Discontinued operations 0.00 0.00 Basic and diluted net income (loss) per share $ (0.01 ) $ (0.04 ) (1) The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three months ended March 31, 2018 and 2017 as their effect on net income (loss) per share from continuing operations was antidilutive. The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share from continuing operations: Three Months Ended March 31, 2018 2017 Restricted stock units 28,033,489 24,360,648 Other stock-based compensation awards 3,212,026 3,813,848 Convertible senior notes 46,296,300 46,296,300 Warrants 46,296,300 46,296,300 Total 123,838,115 120,767,096 The Company had outstanding performance share units as of March 31, 2018 and 2017 that were eligible to vest into shares of common stock subject to the achievement of specified performance conditions. Contingently issuable shares are excluded from the computation of diluted earnings per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. There were up to 3,283,114 and 683,076 shares of common stock issuable upon vesting of outstanding performance share units as of March 31, 2018 and 2017 , respectively, that were excluded from the table above as the performance conditions were not satisfied as of the end of the respective periods. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15 . 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's operations are organized into two segments: North America and International. The following table summarizes revenue by reportable segment and category for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 North America Service revenue: Local $ 187,411 $ 200,545 Goods 4,874 1,704 Travel 20,084 20,462 Product revenue - Goods 180,887 250,646 Total North America revenue (1) 393,256 473,357 International Service revenue: Local 74,578 63,575 Goods 3,414 4,289 Travel 11,436 11,002 Product revenue - Goods 143,856 121,403 Total International revenue (1) $ 233,284 $ 200,269 (1) North America includes revenue from the United States of $385.4 million and $464.7 million for the three months ended March 31, 2018 and 2017 , respectively. International includes revenue from the United Kingdom of $83.0 million and $65.5 million for the three months ended March 31, 2018 and 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2018 and 2017 . Prior to the second quarter of 2017, 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 in the current period to be based on the location of the customer. Revenue amounts by country for the three months ended March 31, 2017 have been retrospectively adjusted to reflect that change in attribution. The following table summarizes gross profit by reportable segment and category for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 North America Service gross profit: Local $ 166,756 $ 169,342 Goods 3,941 1,307 Travel 16,002 15,165 Product gross profit - Goods 32,981 35,123 Total North America gross profit 219,680 220,937 International Service gross profit: Local 70,215 59,194 Goods 3,087 3,660 Travel 10,651 10,036 Product gross profit - Goods 21,252 15,624 Total International gross profit $ 105,205 $ 88,514 The following table summarizes operating income by reportable segment for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Operating income (loss) (1) (2) : North America $ (1,860 ) $ (14,783 ) International 5,245 3,103 Total operating income (loss) $ 3,385 $ (11,680 ) (1) Includes stock-based compensation of $17.9 million and $18.3 million for North America for the three months ended March 31, 2018 and 2017 , respectively, and $1.4 million for International for the three months ended March 31, 2018 and 2017 . (2) Includes restructuring charges of $2.0 million for North America for the three months ended March 31, 2017 and $0.3 million and $0.8 million for International for the three months ended March 31, 2018 and 2017 , respectively. The following table summarizes the Company's total assets by reportable segment as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Total assets: North America (1) $ 920,834 $ 1,045,072 International (1) 582,094 632,433 Consolidated total assets $ 1,502,928 $ 1,677,505 (1) North America contains assets from the United States of $877.8 million and $1,006.2 million as of March 31, 2018 and December 31, 2017 , respectively. International contains assets from Ireland of $167.1 million and $219.7 million as of March 31, 2018 and December 31, 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2018 and December 31, 2017 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 30, 2018, the Company acquired 80% of the outstanding shares of Cloud Savings Company, Ltd. ( " Cloud Savings " ). Cloud Savings is a UK-based business that operates online discount code and digital gift card platforms. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling shareholder giving it the right to acquire the remaining outstanding shares for $8.9 million in December 2018. Additionally, the noncontrolling shareholder has the right to require the Company to purchase its shares in December 2018 for that same amount. Those rights and obligations to acquire the remaining outstanding shares will be recorded as a financing obligation. The total acquisition price was approximately $72.7 million , consisting of $64.1 million in cash paid at closing and the $8.6 million estimated fair value of the financing obligation. The acquisition-date net working capital of Cloud Savings was approximately $8.8 million , including $6.6 million of cash. The remainder of the preliminary acquisition price allocation had not yet been completed at the time these condensed consolidated financial statements were issued. |
ADOPTION OF NEW ACCOUNTING ST24
ADOPTION OF NEW ACCOUNTING STANDARDS (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. |
Reclassification and Terminology Changes | Reclassifications and Terminology Changes Certain reclassifications have been made to the condensed consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation, including the change in presentation of restricted cash in the condensed consolidated statements of cash flows upon adoption of ASU 2016-18. Refer to Note 2 , Adoption of New Accounting Standards , for additional information. Additionally, in prior periods, the Company referred to its product revenue and service revenue as "direct revenue" and "third-party and other revenue," respectively. This terminology change did not impact the amounts presented in the condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, variable consideration from unredeemed vouchers, 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. |
Adoption of New Accounting Standards | ADOPTION OF NEW ACCOUNTING STANDARDS The Company adopted the guidance in ASC Topic 606, Revenue from Contracts with Customers , on January 1, 2018. Topic 606 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. See Changes to Accounting Policies from Adoption of New Accounting Standards below and Note 10 , Revenue Recognition , for information on the impact of adopting Topic 606 on the Company's accounting policies. The Company adopted the guidance in ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities , as amended, on January 1, 2018 . This ASU generally requires equity investments to be measured at fair value with changes in fair value recognized through net income and eliminates 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. We applied that measurement alternative to our equity investments that were previously accounted for under the cost method. The adoption of ASU 2016-01 did not have a material impact on the condensed consolidated financial statements. See Changes to Accounting Policies from Adoption of New Accounting Standards below for additional information on the impact of adopting the ASU on the Company's accounting policies. The Company adopted the guidance in ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash , on January 1, 2018. This ASU requires companies to 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. Previously, changes in restricted cash were reported within cash flows from operating activities. The Company applied that change in cash flow classification on a retrospective basis, which resulted in an increase of $1.6 million to net cash used in operating activities for the three months ended March 31, 2017 . Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to letters of credit with financial institutions. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to amounts shown in the condensed consolidated statements of cash flows, as of March 31, 2018 and 2017 and December 31, 2017 (in thousands): March 31, 2018 March 31, 2017 December 31, 2017 Cash and cash equivalents $ 725,909 $ 690,975 $ 880,129 Restricted cash included in prepaid expenses and other current assets 4,332 5,250 4,932 Restricted cash included in other non-current assets 403 5,043 420 Cash, cash equivalents and restricted cash $ 730,644 $ 701,268 $ 885,481 The Company adopted the guidance in 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 , on January 1, 2018. 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 adoption of ASU 2017-05 did not have a material impact on the condensed consolidated financial statements. The Company adopted the guidance in ASU 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , on January 1, 2018. 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 adoption of ASU 2017-07 did not have a material impact on the condensed consolidated financial statements. The Company adopted the guidance in ASU 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting , on January 1, 2018. This ASU clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. The adoption of ASU 2017-09 did not have a material impact on the condensed consolidated financial statements. The Company adopted the guidance in ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Jobs Act"). As a result of the adoption of ASU 2018-02, the Company reclassified $0.2 million from accumulated other comprehensive income (loss) to accumulated deficit. |
Revenue Recognition | Revenue Recognition Prior to its adoption of Topic 606, the Company recognized revenue when the following criteria were met: persuasive evidence of an arrangement existed; delivery had occurred; the selling price was fixed or determinable and collection was reasonably assured. Following its adoption of Topic 606, the Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer. Substantially all of the Company's performance obligations are satisfied at a point in time rather than over time. Product Revenue The Company generates product revenue from direct sales of merchandise inventory through its Goods category. For product revenue transactions, the Company is the primary party responsible for providing the good to the customer, it has inventory risk and it has discretion in establishing prices. As such, product revenue is reported on a gross basis as the purchase price received from the customer. Product revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Service Revenue Service revenue is primarily earned from transactions in which the Company earns commissions by selling goods or services on behalf of third-party merchants. Those transactions generally involve a customer's purchase of a voucher through one of the Company's online marketplaces that can be redeemed with a third-party merchant for specified goods or services (or for discounts on specified goods or services). Service revenue from those transactions is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. The Company recognizes revenue from those transactions when its commission has been earned, which occurs when a sale through one of the Company's online marketplaces is completed and the related voucher has been made available to the customer. The Company believes that its remaining obligations to remit payment to the merchant and to provide information about vouchers sold are administrative activities that are immaterial in the context of the contract with the merchant. Prior to its adoption of Topic 606, the Company deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following its adoption of Topic 606, revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations. The Company also earns commissions when customers make purchases with retailers using digital coupons accessed through its websites and mobile applications and from voucherless merchant offerings in which customers earn cash back on their credit card statements when they transact with third-party merchants. The Company recognizes those commissions as revenue in the period in which the underlying transactions between the customer and the third-party merchant are completed. Variable Consideration for Unredeemed Vouchers For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of the Company's online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, the Company retains all of the gross billings for that voucher, rather than retaining only its net commission. Prior to its adoption of Topic 606, the Company recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when its legal obligation to the merchant expired, which the Company believes is shortly after the voucher expiration date in most jurisdictions. Following its adoption of Topic 606, the Company estimates the variable consideration from vouchers that will not ultimately be redeemed and recognizes that amount as revenue at the time of sale, rather than when the Company's legal obligation expires. The Company estimates variable consideration from unredeemed vouchers using its historical voucher redemption experience. If actual redemptions differ from the Company's estimates, the effects could be material to the condensed consolidated financial statements. Refunds Prior to the adoption of Topic 606, refunds were recorded as a reduction of revenue, except for refunds on service revenue transactions for which the merchant's share was not recoverable, which were presented as a cost of revenue. Following the adoption of Topic 606, all refunds are recorded as a reduction of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the consolidated balance sheets. The Company estimates its refund reserve using historical refund experience by deal category. 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 refunds differ from the Company's estimates, the effects could be material to the condensed consolidated financial statements. Discounts, Customer Credits and Other Consideration Payable to Customers The Company provides discount offers to encourage purchases of goods and services through its online marketplaces. The Company records discounts as a reduction of revenue. Additionally, the Company issues credits to customers that can be applied to future purchases through its online marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for customer relationship purposes. Credits issued to satisfy refund requests are applied as a reduction to the refunds reserve. Prior to the adoption of Topic 606, customer credits issued for relationship purposes were classified in the condensed consolidated statement of operations as a marketing expense. Following the adoption of Topic 606, customer credits issued for relationship purposes are classified as a reduction of revenue. Prior to its adoption of Topic 606, the Company recognized breakage income for unused customer credits when they expired or were forfeited. Following its adoption of Topic 606, breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used. 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. Costs of Obtaining Contracts Prior to its adoption of Topic 606, the Company expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following its adoption of Topic 606, those costs are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. As of March 31, 2018 , the Company had $3.9 million and $12.5 million of deferred contract acquisition costs recorded within Prepaid and other current assets and Other non-current assets, respectively. For the three months ended March 31, 2018 , the Company amortized $6.8 million of deferred contract acquisition costs and did not recognize any impairment losses in relation to the deferred costs. Those costs are classified within Selling, general and administrative expenses in the condensed consolidated statements of operations. |
Cost of Revenue | Cost of Revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. 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 the cost of service and product revenue in proportion to gross billings during the period. For product revenue transactions, cost of revenue also 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. Prior to adoption of Topic 606, cost of revenue on service revenue transactions also included refunds for which the merchant's share was not recoverable. |
Financial Instruments | Financial Instruments Prior to the adoption of the guidance in ASU 2016-01, 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 were 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 were carried at cost and adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Subsequent to the adoption of the guidance in ASU 2016-01, the Company applies a measurement alternative for equity investments without readily determinable fair values that 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. |
ADOPTION OF NEW ACCOUNTING ST25
ADOPTION OF NEW ACCOUNTING STANDARDS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to amounts shown in the condensed consolidated statements of cash flows, as of March 31, 2018 and 2017 and December 31, 2017 (in thousands): March 31, 2018 March 31, 2017 December 31, 2017 Cash and cash equivalents $ 725,909 $ 690,975 $ 880,129 Restricted cash included in prepaid expenses and other current assets 4,332 5,250 4,932 Restricted cash included in other non-current assets 403 5,043 420 Cash, cash equivalents and restricted cash $ 730,644 $ 701,268 $ 885,481 |
DISCONTINUED OPERATIONS AND O26
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | |
Schedule of Gain (Loss) on Business Dispositions | The Company recognized a net pretax loss on those dispositions of $1.3 million , which consisted of the following (in thousands): Three Months Ended March 31, 2017 Net consideration received: Fair value of minority investments retained or acquired $ 2,021 Cash proceeds received 3,462 Cash proceeds receivable 2,000 Less: transaction costs 1,394 Total net consideration received 6,089 Cumulative translation gain reclassified to earnings 14,718 Less: Net book value upon closing of the transactions 14,596 Less: Indemnification liabilities (1) 5,365 Less: Unfavorable contract liability for transition services 2,114 Loss on dispositions $ (1,268 ) (1) See Note 8 , Commitments and Contingencies , for additional information about the indemnification liabilities. |
GOODWILL AND OTHER INTANGIBLE27
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the Company's goodwill activity by segment for the three months ended March 31, 2018 (in thousands): North America International Consolidated Balance as of December 31, 2017 $ 178,685 $ 108,304 $ 286,989 Foreign currency translation — 2,956 2,956 Balance as of March 31, 2018 $ 178,685 $ 111,260 $ 289,945 |
Schedule of Intangible Assets | The following table summarizes the Company's intangible assets as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 57,573 $ 48,845 $ 8,728 $ 56,749 $ 46,513 $ 10,236 Merchant relationships 11,755 10,302 1,453 11,598 9,853 1,745 Trade names 12,212 10,891 1,321 12,077 10,469 1,608 Developed technology 37,045 37,045 — 36,864 36,864 — Patents 19,697 15,563 4,134 19,031 15,204 3,827 Other intangible assets 10,757 9,468 1,289 10,875 9,095 1,780 Total $ 149,039 $ 132,114 $ 16,925 $ 147,194 $ 127,998 $ 19,196 |
Schedule of Estimated Future Amortization Expense | As of March 31, 2018 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2018 $ 7,870 2019 6,790 2020 1,280 2021 641 2022 325 Thereafter 19 Total $ 16,925 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Equity Method Investments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company's assets that are measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 (in thousands): Fair Value Measurement at Reporting Date Using March 31, 2018 Quoted Prices in Active Markets for Significant Other Significant Cash equivalents $ 93,325 $ 93,325 $ — $ — Fair value option investments 77,933 — — 77,933 Available-for-sale securities: Convertible debt securities 11,070 — — 11,070 Redeemable preferred shares 14,576 — — 14,576 Fair Value Measurement at Reporting Date Using December 31, 2017 Quoted Prices in Active Markets for Significant Other Significant 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 |
Summary of Investments | The following table summarizes the Company's investments as of March 31, 2018 and December 31, 2017 (dollars in thousands): March 31, 2018 Percent Ownership of Voting Stock December 31, 2017 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ 11,070 $ 11,354 Redeemable preferred shares 14,576 19% to 25% 15,431 19% to 25% Total available-for-sale securities 25,646 26,785 Fair value option investments 77,933 10% to 19% 82,966 10% to 19% Other equity investments (1) 25,794 1% to 19% 25,438 1% to 19% Total investments $ 129,373 $ 135,189 (1) Represents equity investments without readily determinable fair values. Those investments were previously accounted for using the cost method of accounting. Under the cost method, investments were carried at cost and adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The Company adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, the Company has elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. There were no adjustments for observable price changes or impairments related to these investments for the three months ended March 31, 2018 . |
Schedule of Activity for Available For Sale Securities | The following table summarizes the amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company's available-for-sale securities as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 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 $ 10,422 $ 1,176 $ (528 ) $ 11,070 $ 10,205 $ 1,653 $ (504 ) $ 11,354 Redeemable preferred shares 14,576 — — 14,576 15,431 — — 15,431 Total available-for-sale securities $ 24,998 $ 1,176 $ (528 ) $ 25,646 $ 25,636 $ 1,653 $ (504 ) $ 26,785 (1) Gross unrealized loss is related to one security that was in a loss position for greater than 12 months as of March 31, 2018 and December 31, 2017. |
SUPPLEMENTAL CONSOLIDATED BAL29
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
Schedule of Other Income (Expense) | The following table summarizes the Company's other income (expense), net for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Interest income $ 1,509 $ 602 Interest expense (5,493 ) (5,319 ) Gains (losses), net on changes in fair value of investments (5,033 ) 303 Foreign currency gains (losses), net 1,398 51 Impairment of investment (855 ) — Other (41 ) (239 ) Other income (expense), net $ (8,515 ) $ (4,602 ) |
Schedule of Prepaid and Other Current Assets | The following table summarizes the Company's prepaid expenses and other current assets as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Merchandise inventories $ 24,771 $ 25,528 Prepaid expenses 34,668 40,399 Income taxes receivable 9,918 10,299 Other 19,925 17,799 Total prepaid expenses and other current assets $ 89,282 $ 94,025 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes the Company's accrued merchant and supplier payables as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Accrued merchant payables $ 395,085 $ 459,662 Accrued supplier payables (1) 173,485 310,673 Total accrued merchant and supplier payables $ 568,570 $ 770,335 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes the Company's accrued expenses and other current liabilities as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Refunds reserve $ 29,434 $ 31,275 Compensation and benefits 47,255 73,096 Customer credits 18,761 28,487 Income taxes payable 12,239 9,645 Deferred revenue 22,185 29,539 Current portion of capital lease obligations 22,023 25,958 Other 114,023 133,196 Total accrued expenses and other current liabilities $ 265,920 $ 331,196 |
Schedule of Other Non-current Liabilities | The following table summarizes the Company's other non-current liabilities as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Contingent income tax liabilities $ 45,469 $ 43,699 Capital lease obligations 15,448 18,500 Deferred income taxes 880 811 Other 40,250 39,398 Total other non-current liabilities $ 102,047 $ 102,408 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the components of accumulated other comprehensive income (loss) as of March 31, 2018 and December 31, 2017 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Total Balance as of December 31, 2017 $ 30,962 $ 882 $ 31,844 Reclassification for impact of U.S. tax rate change — 161 161 Other comprehensive income (loss) (1,568 ) (501 ) (2,069 ) Balance as of March 31, 2018 $ 29,394 $ 542 $ 29,936 |
FINANCING ARRANGEMENTS Schedule
FINANCING ARRANGEMENTS Schedule of Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The carrying amount of the Notes consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (57,381 ) (60,247 ) Net carrying amount of liability component $ 192,619 $ 189,753 Net carrying amount of equity component $ 67,014 $ 67,014 |
Schedule of Convertible Debt Interest Expense | During the three months ended March 31, 2018 and 2017 , the Company recognized interest expense on the Notes as follows (in thousands): Three Months Ended March 31, 2018 2017 Contractual interest expense (3.25% of the principal amount per annum) $ 2,032 $ 2,032 Amortization of debt discount 2,866 2,587 Total interest expense $ 4,898 $ 4,619 |
COMMITMENTS AND CONTINGENCIES C
COMMITMENTS AND CONTINGENCIES Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term Purchase Commitment [Table Text Block] | In the first quarter 2018, the Company entered into a non-cancelable arrangement for cloud computing services. As of March 31, 2018 , future payments under that contractual obligation are as follows (in thousands): 2018 $ 1,500 2019 3,400 2020 3,400 2021 3,400 2022 3,400 Total $ 15,100 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | In May 2018, the Company entered into a new office lease for one of its foreign locations. The future payments under that operating lease for each of the next five years and thereafter are as follows (in thousands): 2018 $ 2,461 2019 2,749 2020 2,749 2021 2,749 2022 2,749 Thereafter 6,187 Total minimum lease payments $ 19,644 |
STOCKHOLDERS' EQUITY AND COMP32
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Stock Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | The Groupon, Inc. Stock Plans (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 March 31, 2018 , 63,923,154 shares of common stock were available for future issuance under the Plans. The stock-based compensation expense related to stock awards issued under the Plans and acquisition-related awards are presented within the following line items of the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cost of revenue $ 396 $ 663 Marketing 1,794 1,802 Selling, general and administrative 17,088 17,185 Other income (expense) 48 51 Total stock-based compensation expense $ 19,326 $ 19,701 The Company also capitalized $1.7 million and $1.5 million of stock-based compensation for the three months ended March 31, 2018 and 2017 , respectively, in connection with internally-developed software. As of March 31, 2018 , a total of $107.9 million of unrecognized compensation costs related to unvested employee stock awards are expected to be recognized over a remaining weighted-average period of 1.32 years. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Prospective Adoption of New Accounting Pronouncements | Impacts on Condensed Consolidated Financial Statements The following tables summarize the impacts of adopting Topic 606 on the Company's condensed consolidated financial statements as of and for the three months ended March 31, 2018 (in thousands): Condensed Consolidated Balance Sheet March 31, 2018 As reported Adjustments Balances without adoption of Topic 606 Total assets $ 1,502,928 $ (13,082 ) $ 1,489,846 Total liabilities 1,152,556 84,185 1,236,741 Total Groupon, Inc. stockholders' equity 350,372 (97,267 ) 253,105 C ondensed Consolidated Statement of Operations Three Months Ended March 31, 2018 As reported Adjustments Balances without adoption of Topic 606 Revenue: Service revenue (1) $ 301,797 $ (1,779 ) $ 300,018 Product revenue 324,743 — 324,743 Total revenue 626,540 (1,779 ) 624,761 Cost of revenue: Service cost of revenue (2) 31,145 6,275 37,420 Product cost of revenue 270,510 — 270,510 Cost of revenue (2) 301,655 6,275 307,930 Gross profit 324,885 (8,054 ) 316,831 Operating expenses: Marketing (3) 99,156 1,573 100,729 Selling, general and administrative (4) 222,061 (1,264 ) 220,797 Restructuring charges 283 — 283 Total operating expenses 321,500 309 321,809 Income (loss) from operations 3,385 (8,363 ) (4,978 ) Other income (expense), net (8,515 ) — (8,515 ) Income (loss) before provision (benefit) for income taxes (5,130 ) (8,363 ) (13,493 ) Provision (benefit) for income taxes (5) (2,335 ) (1,019 ) (3,354 ) Net income (loss) $ (2,795 ) $ (7,344 ) $ (10,139 ) |
Disaggregation of Revenue | Three Months Ended March 31, 2018 As reported Adjustments Balances without adoption of Topic 606 North America Service revenue: Local $ 187,411 $ 3,613 $ 191,024 Goods 4,874 — 4,874 Travel 20,084 (3,080 ) 17,004 Product revenue - Goods 180,887 — 180,887 Total North America revenue 393,256 533 393,789 International Service revenue: Local 74,578 (1,445 ) 73,133 Goods 3,414 (239 ) 3,175 Travel 11,436 (628 ) 10,808 Product revenue - Goods 143,856 — 143,856 Total International revenue 233,284 (2,312 ) 230,972 Consolidated Service revenue: Local 261,989 2,168 264,157 Goods 8,288 (239 ) 8,049 Travel 31,520 (3,708 ) 27,812 Product revenue - Goods 324,743 — 324,743 Total Consolidated Revenue $ 626,540 $ (1,779 ) $ 624,761 |
Deferred Revenue, by Arrangement, Disclosure | The following table summarizes the activity in revenue deferred from contracts with customers for the three months ended March 31, 2018 (in thousands): Deferred Revenue Balance as of January 1, 2018 $ 25,763 Revenue deferred 22,185 Revenue recognized (25,935 ) Foreign currency translation 172 Balance as of March 31, 2018 $ 22,185 The following table summarizes the activity in the liability for customer credits for the three months ended March 31, 2018 (in thousands): Customer Credits Balance as of January 1, 2018 $ 19,414 Credits issued 32,386 Credits redeemed (1) (28,167 ) Breakage revenue recognized (5,036 ) Foreign currency translation 164 Balance as of March 31, 2018 $ 18,761 (1) Customer credits can be redeemed through the Company's online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by the Company. When customer credits are redeemed for goods or services provided by a third-party merchant, service revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. When customer credits are redeemed for merchandise inventory sold by the Company, product revenue is recognized on a gross basis equal to the amount of the customer credit liability derecognized. Customer credits are primarily used within one year of issuance. |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Costs Incurred by Segment Related to Restructuring | The following tables summarize the costs incurred by segment related to the Company’s restructuring plan for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 Employee Severance and Benefit Costs (1) Other Exit Costs (1) Total Restructuring Charges North America $ — $ — $ — International 230 53 283 Consolidated $ 230 $ 53 $ 283 Three Months Ended March 31, 2017 Employee Severance and Benefit Costs (2) Other Exit Costs Total Restructuring Charges North America $ 1,778 $ 177 $ 1,955 International 523 253 776 Consolidated $ 2,301 $ 430 $ 2,731 (1) |
Schedule of Restructuring Liability | The following table summarizes the restructuring liability activity for each period (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2017 $ 3,817 $ 304 $ 4,121 Charges payable in cash 230 53 283 Cash payments (720 ) (53 ) (773 ) Foreign currency translation 71 — 71 Balance as of March 31, 2018 $ 3,398 $ 304 $ 3,702 |
FAIR VALUE MEASUREMENTS Schedul
FAIR VALUE MEASUREMENTS Schedule of Fair Value, Assets and Liabilities Measured on a Reoccuring Basis (Tables) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company's assets that are measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 (in thousands): Fair Value Measurement at Reporting Date Using March 31, 2018 Quoted Prices in Active Markets for Significant Other Significant Cash equivalents $ 93,325 $ 93,325 $ — $ — Fair value option investments 77,933 — — 77,933 Available-for-sale securities: Convertible debt securities 11,070 — — 11,070 Redeemable preferred shares 14,576 — — 14,576 Fair Value Measurement at Reporting Date Using December 31, 2017 Quoted Prices in Active Markets for Significant Other Significant 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, 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 three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Assets Fair value option investments: Beginning Balance $ 82,966 $ 82,584 Total gains (losses) included in earnings (5,033 ) 303 Ending Balance $ 77,933 $ 82,887 Unrealized gains (losses) still held (1) $ (5,033 ) $ 303 Available-for-sale securities Convertible debt securities: Beginning Balance $ 11,354 $ 10,038 Acquisition of convertible debt security — 1,612 Total gains (losses) included in other comprehensive income (loss) (501 ) 42 Total gains (losses) included in earnings (2) 217 239 Ending Balance $ 11,070 $ 11,931 Unrealized gains (losses) still held (1) $ (284 ) $ 281 Redeemable preferred shares: Beginning Balance $ 15,431 $ 17,444 Total gains (losses) included in other comprehensive income (loss) — 344 Impairment included in earnings (855 ) — Ending Balance $ 14,576 $ 17,788 Unrealized (losses) gains still held (1) $ (855 ) $ 344 Liabilities Contingent Consideration: Beginning Balance $ — $ 14,588 Total losses (gains) included in earnings (3) — 12 Ending Balance $ — $ 14,600 Unrealized losses (gains) still held (1) $ — $ 12 | |
Fair Value of Financial Assets and Liabilities not Measured at Fair Value | The following table presents the carrying amount and fair value of equity securities that were classified as cost method investments as of December 31, 2017 (in thousands): December 31, 2017 Carrying Amount Fair Value Cost method investments (1) $ 25,438 $ 32,792 (1) See Note 2 , Adoption of New Accounting Standards , and Note 5 , Investments , for information about the Company's adoption of ASU 2016-01 on January 1, 2018 and its impact on accounting for equity investments without readily determinable fair values that were previously subject to the cost method of accounting. |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three months ended March 31, 2018 and 2017 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2018 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (2,795 ) $ (20,869 ) Less: Net income (loss) attributable to noncontrolling interests 4,093 4,032 Net income (loss) attributable to common stockholders - continuing operations (6,888 ) (24,901 ) Net income (loss) attributable to common stockholders - discontinued operations — 487 Net income (loss) attributable to common stockholders $ (6,888 ) $ (24,414 ) Denominator Weighted-average common shares outstanding 561,735,937 562,195,243 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.01 ) $ (0.04 ) Discontinued operations 0.00 0.00 Basic and diluted net income (loss) per share $ (0.01 ) $ (0.04 ) (1) The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the three months ended March 31, 2018 and 2017 as their effect on net income (loss) per share from continuing operations was antidilutive. |
Schedule of Weighted-Average Potentially Dilutive Instruments | The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share from continuing operations: Three Months Ended March 31, 2018 2017 Restricted stock units 28,033,489 24,360,648 Other stock-based compensation awards 3,212,026 3,813,848 Convertible senior notes 46,296,300 46,296,300 Warrants 46,296,300 46,296,300 Total 123,838,115 120,767,096 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table summarizes revenue by reportable segment and category for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 North America Service revenue: Local $ 187,411 $ 200,545 Goods 4,874 1,704 Travel 20,084 20,462 Product revenue - Goods 180,887 250,646 Total North America revenue (1) 393,256 473,357 International Service revenue: Local 74,578 63,575 Goods 3,414 4,289 Travel 11,436 11,002 Product revenue - Goods 143,856 121,403 Total International revenue (1) $ 233,284 $ 200,269 (1) North America includes revenue from the United States of $385.4 million and $464.7 million for the three months ended March 31, 2018 and 2017 , respectively. International includes revenue from the United Kingdom of $83.0 million and $65.5 million for the three months ended March 31, 2018 and 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2018 and 2017 . Prior to the second quarter of 2017, 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 in the current period to be based on the location of the customer. Revenue amounts by country for the three months ended March 31, 2017 have been retrospectively adjusted to reflect that change in attribution. |
Schedule of Gross Profit by Reportable Segment | The following table summarizes gross profit by reportable segment and category for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 North America Service gross profit: Local $ 166,756 $ 169,342 Goods 3,941 1,307 Travel 16,002 15,165 Product gross profit - Goods 32,981 35,123 Total North America gross profit 219,680 220,937 International Service gross profit: Local 70,215 59,194 Goods 3,087 3,660 Travel 10,651 10,036 Product gross profit - Goods 21,252 15,624 Total International gross profit $ 105,205 $ 88,514 |
Schedule of Operating Income by Reportable Segment | The following table summarizes operating income by reportable segment for the three months ended March 31, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Operating income (loss) (1) (2) : North America $ (1,860 ) $ (14,783 ) International 5,245 3,103 Total operating income (loss) $ 3,385 $ (11,680 ) (1) Includes stock-based compensation of $17.9 million and $18.3 million for North America for the three months ended March 31, 2018 and 2017 , respectively, and $1.4 million for International for the three months ended March 31, 2018 and 2017 . (2) Includes restructuring charges of $2.0 million for North America for the three months ended March 31, 2017 and $0.3 million and $0.8 million for International for the three months ended March 31, 2018 and 2017 , respectively. |
Schedule of Total Assets by Segment | The following table summarizes the Company's total assets by reportable segment as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Total assets: North America (1) $ 920,834 $ 1,045,072 International (1) 582,094 632,433 Consolidated total assets $ 1,502,928 $ 1,677,505 (1) North America contains assets from the United States of $877.8 million and $1,006.2 million as of March 31, 2018 and December 31, 2017 , respectively. International contains assets from Ireland of $167.1 million and $219.7 million as of March 31, 2018 and December 31, 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2018 and December 31, 2017 . |
ADOPTION OF NEW ACCOUNTING ST38
ADOPTION OF NEW ACCOUNTING STANDARDS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Reclassification from AOCI, Current Period, Stranded Tax Effects ASU 2018-02, Tax | $ 161 | |
Amortization | 6,800 | |
Accounting Standards Update 2016-18 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Increase to net cash used in operating activities | $ 1,600 | |
Other Current Assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred Costs | 3,900 | |
Other Noncurrent Assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred Costs | $ 12,500 |
ADOPTION OF NEW ACCOUNTING ST39
ADOPTION OF NEW ACCOUNTING STANDARDS - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 725,909 | $ 880,129 | $ 690,975 | |
Restricted cash included in prepaid expenses and other current assets | 4,332 | 4,932 | 5,250 | |
Restricted cash included in other non-current assets | 403 | 420 | 5,043 | |
Cash, cash equivalents and restricted cash | $ 730,644 | $ 885,481 | $ 701,268 | $ 874,906 |
DISCONTINUED OPERATIONS AND O40
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | ||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | |||||
Fair value of minority investments retained or acquired | $ 0 | $ 2,022 | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Service revenue | (301,797) | [1] | (301,577) | ||
Product revenue | 324,743 | 372,049 | |||
Service cost of revenue | (31,145) | [2] | (42,873) | ||
Product cost of revenue | (270,510) | (321,302) | |||
Marketing expense | (99,156) | [3] | (86,342) | ||
Selling, general and administrative expense | 222,061 | [4] | 232,058 | ||
Restructuring | (283) | (2,731) | |||
Other income, net | (8,515) | (4,602) | |||
Income (loss) from discontinued operations, net of tax | $ 0 | 487 | [5] | ||
Discontinued Operations, Disposed of by Sale | |||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | |||||
Fair value of minority investments retained or acquired | 2,021 | ||||
Cash proceeds received | 3,462 | ||||
Cash receivable from disposition | 2,000 | ||||
Less: transaction costs | 1,394 | ||||
Total net consideration received | 6,089 | ||||
Cumulative translation gain reclassified to earnings | 14,718 | ||||
Less: Net book value upon closing of the transactions | 14,596 | ||||
Less: Indemnification liabilities | [6] | 5,365 | |||
Less: Unfavorable contract liability for transition services | 2,114 | ||||
Loss on dispositions | [5] | (1,268) | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Service revenue | [5] | (12,602) | |||
Product revenue | [5] | 2,962 | |||
Service cost of revenue | [5] | (2,557) | |||
Product cost of revenue | [5] | (3,098) | |||
Marketing expense | [5] | (1,239) | |||
Selling, general and administrative expense | [5] | 9,908 | |||
Restructuring | [5] | (778) | |||
Other income, net | [5] | 3,852 | |||
Income (loss) from discontinued operations before loss on dispositions and provision for income taxes | [5] | 1,836 | |||
Provision for income taxes | [5] | $ (81) | |||
[1] | (1)Reflects decreases of $5.6 million related to the timing of recognition of variable consideration from unredeemed vouchers, $3.3 million related to the timing of recognition of revenue from hotel reservation offerings and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used, partially offset by a $7.8 million increase for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, which are classified as reductions of revenue under Topic 606. | ||||
[2] | (2)Reflects an increase for refunds on service revenue transactions for which the merchant's share is not recoverable, which are classified as a reduction of revenue under Topic 606. | ||||
[3] | (3)Reflects an increase for customer credits issued for relationship purposes, which are classified as a reduction of revenue under Topic 606. | ||||
[4] | (4)Reflects the amortization of deferred contract acquisition costs in excess of amounts capitalized in the current period. | ||||
[5] | (1)The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three months ended March 31, 2017 includes the results of each business through its respective disposition date. | ||||
[6] | (1)See Note 8, Commitments and Contingencies, for additional information about the indemnification liabilities. |
GOODWILL AND OTHER INTANGIBLE41
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Goodwill | $ 289,945 | $ 286,989 |
Goodwill, Foreign Currency Translation Gain (Loss) | 2,956 | |
North America | ||
Goodwill [Line Items] | ||
Goodwill | 178,685 | 178,685 |
Goodwill, Foreign Currency Translation Gain (Loss) | 0 | |
International | ||
Goodwill [Line Items] | ||
Goodwill | 111,260 | $ 108,304 |
Goodwill, Foreign Currency Translation Gain (Loss) | $ 2,956 |
GOODWILL AND OTHER INTANGIBLE42
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 149,039 | $ 147,194 |
Accumulated Amortization | 132,114 | 127,998 |
Net Carrying Value | 16,925 | 19,196 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 57,573 | 56,749 |
Accumulated Amortization | 48,845 | 46,513 |
Net Carrying Value | 8,728 | 10,236 |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 11,755 | 11,598 |
Accumulated Amortization | 10,302 | 9,853 |
Net Carrying Value | 1,453 | 1,745 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 12,212 | 12,077 |
Accumulated Amortization | 10,891 | 10,469 |
Net Carrying Value | 1,321 | 1,608 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 37,045 | 36,864 |
Accumulated Amortization | 37,045 | 36,864 |
Net Carrying Value | 0 | 0 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 19,697 | 19,031 |
Accumulated Amortization | 15,563 | 15,204 |
Net Carrying Value | 4,134 | 3,827 |
Other intangible assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 10,757 | 10,875 |
Accumulated Amortization | 9,468 | 9,095 |
Net Carrying Value | $ 1,289 | $ 1,780 |
GOODWILL AND OTHER INTANGIBLE43
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of acquired intangible assets | $ 2,940 | $ 5,400 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years |
GOODWILL AND OTHER INTANGIBLE44
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining amounts in 2018 | $ 7,870 |
2,019 | 6,790 |
2,020 | 1,280 |
2,021 | 641 |
2,022 | 325 |
Thereafter | 19 |
Total | $ 16,925 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Available-for-sale securities | $ 25,646 | $ 26,785 | |
Total investments | 129,373 | 135,189 | |
Convertible Debt Securities | |||
Schedule of Equity Method Investments [Line Items] | |||
Available-for-sale securities | 11,070 | 11,354 | |
Redeemable Preferred Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Available-for-sale securities | 14,576 | 15,431 | |
Fair Value Option Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 77,933 | 82,966 | |
Other Equity Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | [1] | $ 25,794 | $ 25,438 |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Available for sale securities, percent ownership of voting stock | 19.00% | 19.00% | |
Minimum | Fair Value Option Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, percent ownership of voting stock | 10.00% | 10.00% | |
Minimum | Other Equity Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, percent ownership of voting stock | 1.00% | 1.00% | |
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Available for sale securities, percent ownership of voting stock | 25.00% | 25.00% | |
Maximum | Fair Value Option Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, percent ownership of voting stock | 19.00% | 19.00% | |
Maximum | Other Equity Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, percent ownership of voting stock | 19.00% | 19.00% | |
[1] | Represents equity investments without readily determinable fair values. Those investments were previously accounted for using the cost method of accounting. Under the cost method, investments were carried at cost and adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. The Company adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, the Company has elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. There were no adjustments for observable price changes or impairments related to these investments for the three months ended March 31, 2018. |
INVESTMENTS - Schedule of Activ
INVESTMENTS - Schedule of Activity for Available For Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Amortized Cost | $ 24,998 | $ 25,636 |
Available-for-sale securities, Gross Unrealized Gain | 1,176 | 1,653 |
Available-for-sale Securities, Gross Unrealized Loss | (528) | (504) |
Available-for-sale securities, Fair Value | (25,646) | (26,785) |
Convertible Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Amortized Cost | 10,422 | 10,205 |
Available-for-sale securities, Gross Unrealized Gain | 1,176 | 1,653 |
Available-for-sale Securities, Gross Unrealized Loss | (528) | (504) |
Available-for-sale securities, Fair Value | (11,070) | (11,354) |
Redeemable Preferred Stock | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Amortized Cost | 14,576 | 15,431 |
Available-for-sale securities, Gross Unrealized Gain | 0 | 0 |
Available-for-sale Securities, Gross Unrealized Loss | 0 | 0 |
Available-for-sale securities, Fair Value | $ (14,576) | $ (15,431) |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Gain (loss) from changes in fair value of investments | $ (5,033) | $ 303 | |
Monster LP | |||
Schedule of Equity Method Investments [Line Items] | |||
Fair value of investments | 73,700 | $ 78,900 | |
Gain (loss) from changes in fair value of investments | (5,200) | 2,400 | |
Nearbuy | |||
Schedule of Equity Method Investments [Line Items] | |||
Fair value of investments | 4,200 | $ 4,000 | |
Gain (loss) from changes in fair value of investments | $ 200 | $ (2,100) |
SUPPLEMENTAL CONSOLIDATED BAL48
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Document Fiscal Year Focus | 2,018 | |
Interest income | $ 1,509 | $ 602 |
Interest expense | (5,493) | (5,319) |
Gains (losses), net on changes in fair value of investments | (5,033) | 303 |
Foreign currency gains (losses), net | 1,398 | 51 |
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | (855) | 0 |
Other | (41) | (239) |
Other income (expense), net | $ (8,515) | $ (4,602) |
SUPPLEMENTAL CONSOLIDATED BAL49
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Merchandise inventories | $ 24,771 | $ 25,528 |
Prepaid expenses | 34,668 | 40,399 |
Income taxes receivable | 9,918 | 10,299 |
Other | 19,925 | 17,799 |
Total prepaid expenses and other current assets | $ 89,282 | $ 94,025 |
SUPPLEMENTAL CONSOLIDATED BAL50
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Merchant and Supplier Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |||
Accrued merchant payables | $ 395,085 | $ 459,662 | |
Accrued supplier payables (1) | [1] | 173,485 | 310,673 |
Total accrued merchant and supplier payables | $ 568,570 | $ 770,335 | |
[1] | (1)Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
SUPPLEMENTAL CONSOLIDATED BAL51
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Refunds reserve | $ 29,434 | $ 31,275 |
Compensation and benefits | 47,255 | 73,096 |
Customer credits | 18,761 | 28,487 |
Income taxes payable | 12,239 | 9,645 |
Deferred revenue | 22,185 | 29,539 |
Current portion of capital lease obligations | 22,023 | 25,958 |
Other | 114,023 | 133,196 |
Total accrued expenses and other current liabilities | $ 265,920 | $ 331,196 |
SUPPLEMENTAL CONSOLIDATED BAL52
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 45,469 | $ 43,699 |
Capital lease obligations | 15,448 | 18,500 |
Deferred income taxes | 880 | 811 |
Other | 40,250 | 39,398 |
Total other non-current liabilities | $ 102,047 | $ 102,408 |
SUPPLEMENTAL CONSOLIDATED BAL53
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss) | $ 29,936 | $ 31,844 | |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 161 | ||
Other Comprehensive Income (Loss), Net of Tax | (2,069) | $ 1,254 | |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 29,394 | 30,962 | |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 0 | ||
Other Comprehensive Income (Loss), Net of Tax | (1,568) | ||
Unrealized gain (loss) on available-for-sale securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | 542 | 882 | |
Other Comprehensive Income (Loss), Net of Tax | (501) | ||
Total Groupon, Inc. Stockholders' Equity | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Net of Tax | (2,069) | ||
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss) | $ 29,936 | $ 31,844 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 250,000 | $ 250,000 |
Less: debt discount | (57,381) | (60,247) |
Net carrying amount of liability component | 192,619 | $ 189,753 |
Additional Paid-In Capital | ||
Debt Instrument [Line Items] | ||
Net carrying amount of equity component | $ 67,014 |
FINANCING ARRANGEMENTS - Sche55
FINANCING ARRANGEMENTS - Schedule of Convertible Debt Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense (3.25% of the principal amount per annum) | $ 2,032 | $ 2,032 |
Amortization of debt discount | 2,866 | 2,587 |
Total interest expense | $ 4,898 | $ 4,619 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) | Apr. 04, 2016USD ($)$ / sharesshares | Apr. 20, 2020 | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2018USD ($)$ / shares |
Debt Instrument [Line Items] | |||||
Net proceeds | $ 243,200,000 | ||||
Stated interest rate | 3.25% | ||||
Principal amount converted initially | $ 1,000 | ||||
Number of shares converted (in shares) | shares | 185.1852 | ||||
Conversion price (in usd per share) | $ / shares | $ 5.40 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 4.34 | ||||
Closing price of stock, trigger price (in usd per share) | 150.00% | ||||
Effective interest rate | 9.75% | ||||
Debt related commitment fees and issuance costs | $ 6,800,000 | ||||
Debt issuance costs | 4,800,000 | ||||
Equity component of convertible debt | $ 2,000,000 | ||||
Estimated fair value of convertible notes | $ 285,600,000 | $ 281,500,000 | |||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of convertible senior notes | $ 250,000,000 | ||||
Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Number of threshold trading days | 20 | ||||
Consecutive trading days | 30 |
FINANCING ARRANGEMENTS - Note H
FINANCING ARRANGEMENTS - Note Hedges and Warrants (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | May 09, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | |||||
Cost of convertible note hedges | $ 59.1 | ||||
Number of shares available to be purchased (in shares) | 46.3 | ||||
Strike price (in usd per share) | $ 5.40 | ||||
Cash proceeds from issuance of warrants | $ 35.5 | ||||
Incremental common shares attributable to dilutive effect | 46.3 | ||||
Exercise price (in usd per share) | $ 8.50 | $ 8.50 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Facility (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2016 | Apr. 04, 2016 | |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 250 | |||
Stated interest rate | 3.25% | |||
Unrestricted cash covenant amount | $ 400 | |||
Amount of accounts held with lenders | $ 200 | |||
Outstanding amount of lines of credit | $ 23.4 | $ 22.7 | ||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Unused commitment fee percentage | 0.25% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Unused commitment fee percentage | 0.40% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 45 | |||
Letter of Credit | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 0.50% | |||
Letter of Credit | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.25% | |||
Geographic Distribution, Domestic | ||||
Debt Instrument [Line Items] | ||||
Outstanding stock percentage | 100.00% | |||
Geographic Distribution, Foreign | ||||
Debt Instrument [Line Items] | ||||
Outstanding stock percentage | 65.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 09, 2017 |
Loss Contingencies [Line Items] | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 2,461 | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 1,500 | ||
Maximum exposure of indemnification liability | $ 19,000 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 3,400 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 3,400 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 3,400 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 3,400 | ||
Operating Leases, Future Minimum Payments Due | 15,100 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 2,749 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 2,749 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 2,749 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 2,749 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 6,187 | ||
Operating Leases, Future Minimum Payments Due | $ 19,644 | ||
Groupon Latin America | |||
Loss Contingencies [Line Items] | |||
Estimated indemnification liability | $ 5,400 |
STOCKHOLDERS' EQUITY AND COMP60
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | $ 25,646 | $ 26,785 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | $ 0 | $ 14,600 | $ 0 | $ 14,588 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 883,180 | 885,580 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 0.61 | $ 0.62 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months 2 days | 1 year 9 months 2 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 3,294 | $ 3,967 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.78 | |||||
Stock-based compensation | $ 19,326 | $ 19,701 | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 877,845 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,283,114 | |||||
Stock Issued During Period, Shares, Issued for Services | 278,635 | |||||
Common Stock, No Par Value | $ 5.20 | |||||
Performance Share Units, Total Grant Date Fair Value, Conditions Met | $ 8,500 | |||||
Deferred Compensation Arrangement with Individual, Shares Issued | 1,240,379 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (2,400) | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2.36 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | |||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | $ 0 | $ 12 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||
Preferred Stock, Capital Shares Reserved for Future Issuance | 50,000,000 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,010,000,000 | |||||
Stock Repurchase Program, Authorized Amount | $ 300,000 | |||||
Payments for Repurchase of Common Stock | $ 135,200 | $ 0 | 27,234 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 63,923,154 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 1,700 | 1,500 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 107,900 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 25 days | |||||
Carrying Amount | [2] | $ 25,438 | ||||
Cost of Sales [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 663 | |||||
Selling and Marketing Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 1,794 | 1,802 | ||||
Selling, General and Administrative Expenses [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 17,088 | 17,185 | ||||
Other Income [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 48 | $ 51 | ||||
Cost of Sales [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 396 | |||||
Convertible Debt Securities | Fair Value, Measurements, Recurring | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | 11,070 | 11,354 | ||||
Convertible Debt Securities | Fair Value, Measurements, Recurring | Level 1 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | 0 | 0 | ||||
Convertible Debt Securities | Fair Value, Measurements, Recurring | Level 2 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | 0 | 0 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | 14,576 | 15,431 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 1 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | 0 | 0 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 2 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available-for-sale Securities | $ 0 | $ 0 | ||||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 26,063,046 | 28,939,110 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4.40 | $ 4.32 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,610,912 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.24 | |||||
Vesting of restricted stock units and performance share units (in shares) | 3,878,827 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 4.53 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (1,608,149) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 4.02 | |||||
Minimum | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 3 years | |||||
Maximum | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 4 years | |||||
[1] | (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] | (1)See Note 2, Adoption of New Accounting Standards, and Note 5, Investments, for information about the Company's adoption of ASU 2016-01 on January 1, 2018 and its impact on accounting for equity investments without readily determinable fair values that were previously subject to the cost method of accounting. |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018number_of_day | |
Minimum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Contract with customer, billing cycle | 30 |
Maximum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Contract with customer, billing cycle | 150 |
REVENUE RECOGNITION - Impact of
REVENUE RECOGNITION - Impact of Topic 606 on Condensed Consolidated Financial Statements (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue recognized from unredeemed vouchers | $ 5,600,000 | ||||
Hotel reservation offering revenues | 3,300,000 | ||||
Breakage revenue | 700,000 | ||||
Increase related to refunds on service revenue transactions | 7,800,000 | ||||
Cumulative effect of change in accounting principle, net of tax | 88,945,000 | ||||
Assets | [1] | (1,502,928,000) | $ (1,677,505,000) | ||
Deferred Revenue | 22,185,000 | 25,763,000 | |||
Deferred Revenue, Additions | 22,185,000 | ||||
Deferred Revenue, Revenue Recognized | (25,935,000) | ||||
Foreign Currency Translation, Deferred Revenue | 172,000 | ||||
Sales Revenue, Services, Net | 301,797,000 | [2] | $ 301,577,000 | ||
Sales Revenue, Goods, Net | 324,743,000 | 372,049,000 | |||
Revenue, Net | 626,540,000 | [3] | 673,626,000 | ||
Cost of Services | 31,145,000 | [4] | 42,873,000 | ||
Cost of Goods Sold | 270,510,000 | 321,302,000 | |||
Cost of Revenue | 301,655,000 | [4] | 364,175,000 | ||
Gross Profit | 324,885,000 | 309,451,000 | |||
Marketing Expense | 99,156,000 | [5] | 86,342,000 | ||
Selling, general and administrative | 222,061,000 | [6] | 232,058,000 | ||
Restructuring charges | 283,000 | 2,731,000 | |||
Operating Expenses | 321,500,000 | 321,131,000 | |||
Operating Income (Loss) | [7],[8] | 3,385,000 | (11,680,000) | ||
Other Nonoperating Income (Expense) | (8,515,000) | (4,602,000) | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (5,130,000) | (16,282,000) | |||
Income Tax Expense (Benefit) | (2,335,000) | 4,587,000 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (2,795,000) | (20,382,000) | |||
Liabilities | 1,152,556,000 | 1,425,660,000 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 350,372,000 | 251,845,000 | |||
International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Assets | [1] | (582,094,000) | (632,433,000) | ||
Revenue, Net | [3] | 233,284,000 | 200,269,000 | ||
Gross Profit | 105,205,000 | 88,514,000 | |||
Restructuring charges | 283,000 | 800,000 | |||
Operating Income (Loss) | [7],[8] | 5,245,000 | 3,103,000 | ||
North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Assets | [1] | (920,834,000) | (1,045,072,000) | ||
Revenue, Net | [3] | 393,256,000 | 473,357,000 | ||
Gross Profit | 219,680,000 | 220,937,000 | |||
Restructuring charges | 0 | 1,955,000 | |||
Operating Income (Loss) | [7],[8] | (1,860,000) | (14,783,000) | ||
Local [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 261,989,000 | ||||
Local [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 74,578,000 | 63,575,000 | |||
Local [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 187,411,000 | 200,545,000 | |||
Goods [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 8,288,000 | ||||
Sales Revenue, Goods, Net | 324,743,000 | ||||
Goods [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 3,414,000 | 4,289,000 | |||
Sales Revenue, Goods, Net | 143,856,000 | 121,403,000 | |||
Goods [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 4,874,000 | 1,704,000 | |||
Sales Revenue, Goods, Net | 180,887,000 | 250,646,000 | |||
Travel [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 31,520,000 | ||||
Travel [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 11,436,000 | 11,002,000 | |||
Travel [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 20,084,000 | $ 20,462,000 | |||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Assets | (1,489,846,000) | ||||
Sales Revenue, Services, Net | 300,018,000 | ||||
Sales Revenue, Goods, Net | 324,743,000 | ||||
Revenue, Net | [3] | 624,761,000 | |||
Cost of Services | 37,420,000 | ||||
Cost of Goods Sold | 270,510,000 | ||||
Cost of Revenue | 307,930,000 | ||||
Gross Profit | 316,831,000 | ||||
Marketing Expense | 100,729,000 | ||||
Selling, general and administrative | 220,797,000 | ||||
Restructuring charges | 283,000 | ||||
Operating Expenses | 321,809,000 | ||||
Operating Income (Loss) | (4,978,000) | ||||
Other Nonoperating Income (Expense) | (8,515,000) | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (13,493,000) | ||||
Income Tax Expense (Benefit) | (3,354,000) | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (10,139,000) | ||||
Liabilities | 1,236,741,000 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 253,105,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, Net | [3] | 230,972,000 | |||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, Net | [3] | 393,789,000 | |||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Local [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 264,157,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Local [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 73,133,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Local [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 191,024,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 8,049,000 | ||||
Sales Revenue, Goods, Net | 324,743,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 3,175,000 | ||||
Sales Revenue, Goods, Net | 143,856,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 4,874,000 | ||||
Sales Revenue, Goods, Net | 180,887,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Travel [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 27,812,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Travel [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 10,808,000 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Travel [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 17,004,000 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Assets | (13,082,000) | ||||
Sales Revenue, Services, Net | (1,779,000) | ||||
Sales Revenue, Goods, Net | 0 | ||||
Revenue, Net | [3] | (1,779,000) | |||
Cost of Services | 6,275,000 | ||||
Cost of Goods Sold | 0 | ||||
Cost of Revenue | 6,275,000 | ||||
Gross Profit | (8,054,000) | ||||
Marketing Expense | 1,573,000 | ||||
Selling, general and administrative | (1,264,000) | ||||
Restructuring charges | 0 | ||||
Operating Expenses | 309,000 | ||||
Operating Income (Loss) | (8,363,000) | ||||
Other Nonoperating Income (Expense) | 0 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (8,363,000) | ||||
Income Tax Expense (Benefit) | (1,019,000) | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (7,344,000) | ||||
Liabilities | 84,185,000 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (97,267,000) | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, Net | [3] | (2,312,000) | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenue, Net | [3] | 533,000 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Local [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 2,168,000 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Local [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | (1,445,000) | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Local [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 3,613,000 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | (239,000) | ||||
Sales Revenue, Goods, Net | 0 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | (239,000) | ||||
Sales Revenue, Goods, Net | 0 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | 0 | ||||
Sales Revenue, Goods, Net | 0 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Travel [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | (3,708,000) | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Travel [Member] | International | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | (628,000) | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Travel [Member] | North America | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Sales Revenue, Services, Net | (3,080,000) | ||||
Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | 88,945,000 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 348,722,000 | $ 250,973,000 | |||
Accounting Standards Update 2014-09 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Income Tax Expense (Benefit) | 6,400,000 | ||||
Accounting Standards Update 2014-09 | Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | (88,945,000) | ||||
Cumulative Effect on Retained Earnings, Tax | 6,700,000 | ||||
Accounting Standards Update 2014-09 | Prepaid Expenses and Other Current Assets [Member] | Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | (4,007,000) | ||||
Accounting Standards Update 2014-09 | Other Noncurrent Assets [Member] | Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | (10,223,000) | ||||
Accounting Standards Update 2014-09 | Accrued Merchant and Supplier Payable [Member] | Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | (64,970,000) | ||||
Accounting Standards Update 2014-09 | Accrued Liabilities [Member] | Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | (13,188,000) | ||||
Accounting Standards Update 2014-09 | Other Noncurrent Liabilities [Member] | Total Groupon, Inc. Stockholders' Equity | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cumulative effect of change in accounting principle, net of tax | $ 3,443,000 | ||||
[1] | (1)North America contains assets from the United States of $877.8 million and $1,006.2 million as of March 31, 2018 and December 31, 2017, respectively. International contains assets from Ireland of $167.1 million and $219.7 million as of March 31, 2018 and December 31, 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2018 and December 31, 2017. | ||||
[2] | (1)Reflects decreases of $5.6 million related to the timing of recognition of variable consideration from unredeemed vouchers, $3.3 million related to the timing of recognition of revenue from hotel reservation offerings and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used, partially offset by a $7.8 million increase for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, which are classified as reductions of revenue under Topic 606. | ||||
[3] | (1)North America includes revenue from the United States of $385.4 million and $464.7 million for the three months ended March 31, 2018 and 2017, respectively. International includes revenue from the United Kingdom of $83.0 million and $65.5 million for the three months ended March 31, 2018 and 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2018 and 2017. Prior to the second quarter of 2017, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. | ||||
[4] | (2)Reflects an increase for refunds on service revenue transactions for which the merchant's share is not recoverable, which are classified as a reduction of revenue under Topic 606. | ||||
[5] | (3)Reflects an increase for customer credits issued for relationship purposes, which are classified as a reduction of revenue under Topic 606. | ||||
[6] | (4)Reflects the amortization of deferred contract acquisition costs in excess of amounts capitalized in the current period. | ||||
[7] | (1)Includes stock-based compensation of $17.9 million and $18.3 million for North America for the three months ended March 31, 2018 and 2017, respectively, and $1.4 million for International for the three months ended March 31, 2018 and 2017. | ||||
[8] | (2)Includes restructuring charges of $2.0 million for North America for the three months ended March 31, 2017 and $0.3 million and $0.8 million for International for the three months ended March 31, 2018 and 2017, respectively. |
REVENUE RECOGNITION - Liability
REVENUE RECOGNITION - Liability for Customer Credits Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Movement in Customer Refundable Fees [Roll Forward] | |
Balance as of January 1, 2018 | $ 19,414 |
Credits issued | 32,386 |
Credits redeemed | (28,167) |
Breakage revenue recognized | (5,036) |
Foreign currency translation | 164 |
Balance as of March 31, 2018 | $ 18,761 |
RESTRUCTURING - Summary of Cost
RESTRUCTURING - Summary of Costs Incurred by Segment Related to Restructuring (Details) | 3 Months Ended | 31 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($)numberofemployees | Mar. 31, 2018USD ($) | Sep. 30, 2017 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 283,000 | $ 2,731,000 | |||
Number of employees terminated | numberofemployees | 200 | ||||
Employee Severance and Benefit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 230,000 | $ 2,301,000 | ||
Restructuring Costs | $ 80,500,000 | ||||
Asset Impairments Related to Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | $ 7,500,000 | ||||
Other Exit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 53,000 | 430,000 | |||
North America | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 1,955,000 | |||
North America | Employee Severance and Benefit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 0 | 1,778,000 | ||
North America | Other Exit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 177,000 | |||
International | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 283,000 | 800,000 | |||
International | Employee Severance and Benefit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | 230,000 | 523,000 | ||
International | Other Exit Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 53,000 | $ 253,000 | |||
Facility Closing | International | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of countries in which operations were ceased within | 17 | ||||
[1] | (1) |
RESTRUCTURING - Schedule of Res
RESTRUCTURING - Schedule of Restructuring Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Liability Rollforward [Roll Forward] | |
Restructuring reserve, beginning balance | $ 4,121 |
Charges payable in cash | 283 |
Cash payments | (773) |
Foreign currency translation | 71 |
Restructuring reserve, ending balance | 3,702 |
Employee Severance and Benefit Costs | |
Restructuring Liability Rollforward [Roll Forward] | |
Restructuring reserve, beginning balance | 3,817 |
Charges payable in cash | 230 |
Cash payments | (720) |
Foreign currency translation | 71 |
Restructuring reserve, ending balance | 3,398 |
Other Exit Costs | |
Restructuring Liability Rollforward [Roll Forward] | |
Restructuring reserve, beginning balance | 304 |
Charges payable in cash | 53 |
Cash payments | (53) |
Foreign currency translation | 0 |
Restructuring reserve, ending balance | $ 304 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Income Tax Expense (Benefit) | $ (2,335) | $ 4,587 | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (5,130) | $ (16,282) | |
Accounting Standards Update 2014-09 | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax Expense (Benefit) | 6,400 | ||
International | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax Examination, Penalties and Interest Expense | $ 141,800 | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 40,600 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Monster LP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 21.00% | 22.00% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value option investments | $ 77,933 | $ 82,966 | $ 82,887 | $ 82,584 |
Available-for-sale Securities | 25,646 | 26,785 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 93,325 | 137,975 | ||
Fair value option investments | 77,933 | 82,966 | ||
Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 93,325 | 137,975 | ||
Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 0 | 0 | ||
Fair value option investments | 77,933 | 82,966 | ||
Convertible Debt Securities | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 11,070 | 11,354 | ||
Convertible Debt Securities | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 0 | 0 | ||
Convertible Debt Securities | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 0 | 0 | ||
Convertible Debt Securities | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 11,070 | 11,354 | ||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 14,576 | 15,431 | ||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 0 | 0 | ||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | 0 | 0 | ||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | $ 14,576 | $ 15,431 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value, Assets and Liabilities, Reconciliation of Level 3 Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value option investments | $ 77,933 | $ 82,887 | $ 82,966 | $ 82,584 | |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (5,033) | 303 | |||
Unrealized Gains (Losses) Still Held - Assets | [1] | (5,033) | 303 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 14,600 | 0 | 14,588 | |
Purchases of Convertible Debt | 1,612 | ||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | (855) | 0 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | [2] | 0 | 12 | ||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | 0 | 12 | ||
Redeemable Preferred Stock | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value option investments | 14,576 | 17,788 | 15,431 | 17,444 | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (855) | 344 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | 0 | 344 | |||
Convertible Debt Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value option investments | 11,070 | 11,931 | $ 11,354 | $ 10,038 | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (284) | 281 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | (501) | 42 | |||
Unrealized Gain (Loss) on Securities | 217 | $ 239 | |||
Convertible Debt Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Payments to Acquire Investments | $ 0 | ||||
[1] | (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] | (3)Changes in the fair value of contingent consideration liabilities are classified within Selling, general and administrative expense on the consolidated statements of operations. |
FAIR VALUE MEASUREMENTS - Fai70
FAIR VALUE MEASUREMENTS - Fair Value of Financial Assets and Liabilities Not Measured at Fair Value (Details) $ in Thousands | Dec. 31, 2017USD ($) | [1] |
Fair Value Disclosures [Abstract] | ||
Carrying Amount | $ 25,438 | |
Fair Value | $ 32,792 | |
[1] | (1)See Note 2, Adoption of New Accounting Standards, and Note 5, Investments, for information about the Company's adoption of ASU 2016-01 on January 1, 2018 and its impact on accounting for equity investments without readily determinable fair values that were previously subject to the cost method of accounting. |
INCOME (LOSS) PER SHARE - Sched
INCOME (LOSS) PER SHARE - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Numerator | |||
Income (loss) from continuing operations | $ (2,795) | $ (20,869) | |
Less: Net income (loss) attributable to noncontrolling interests | 4,093 | 4,032 | |
Net income (loss) attributable to common stockholders - continuing operations | (6,888) | (24,901) | |
Income (loss) from discontinued operations, net of tax | 0 | 487 | [1] |
Net income (loss) attributable to common stockholders | $ (6,888) | $ (24,414) | |
Basic And Diluted Net Income (Loss) Per Share, Denominator [Abstract] | |||
Weighted-average common shares outstanding (in shares) | 561,735,937 | 562,195,243 | |
Continuing operations (in usd per share) | $ (0.01) | $ (0.04) | |
Discontinued operations (in usd per share) | 0 | 0 | |
Basic and diluted net income (loss) per share (in usd per share) | $ (0.01) | $ (0.04) | |
[1] | (1)The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the three months ended March 31, 2017 includes the results of each business through its respective disposition date. |
INCOME (LOSS) PER SHARE - Sch72
INCOME (LOSS) PER SHARE - Schedule of Weighted-Average Potentially Dilutive Instruments (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 123,838,115 | 120,767,096 |
Performance Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares issuable upon vesting of outstanding performance share units (in shares) | 3,283,114 | 683,076 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,033,489 | 24,360,648 |
Other stock-based compensation awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,212,026 | 3,813,848 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 46,296,300 | 46,296,300 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 46,296,300 | 46,296,300 |
SEGMENT INFORMATION Schedule of
SEGMENT INFORMATION Schedule of Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | |||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | $ 301,797 | [1] | $ 301,577 | |
Product revenue | 324,743 | 372,049 | ||
Total revenue | 626,540 | [2] | 673,626 | |
North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | [2] | 393,256 | 473,357 | |
International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | [2] | 233,284 | 200,269 | |
Local | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 261,989 | |||
Local | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 187,411 | 200,545 | ||
Local | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 74,578 | 63,575 | ||
Goods | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 8,288 | |||
Product revenue | 324,743 | |||
Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 4,874 | 1,704 | ||
Product revenue | 180,887 | 250,646 | ||
Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 3,414 | 4,289 | ||
Product revenue | 143,856 | 121,403 | ||
Travel | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 31,520 | |||
Travel | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 20,084 | 20,462 | ||
Travel | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Service revenue | 11,436 | 11,002 | ||
UNITED STATES | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Revenues | 385,400 | 464,700 | ||
UNITED KINGDOM | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Revenues | $ 83,000 | $ 65,500 | ||
[1] | (1)Reflects decreases of $5.6 million related to the timing of recognition of variable consideration from unredeemed vouchers, $3.3 million related to the timing of recognition of revenue from hotel reservation offerings and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used, partially offset by a $7.8 million increase for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, which are classified as reductions of revenue under Topic 606. | |||
[2] | (1)North America includes revenue from the United States of $385.4 million and $464.7 million for the three months ended March 31, 2018 and 2017, respectively. International includes revenue from the United Kingdom of $83.0 million and $65.5 million for the three months ended March 31, 2018 and 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2018 and 2017. Prior to the second quarter of 2017, revenue was attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. |
SEGMENT INFORMATION Schedule 74
SEGMENT INFORMATION Schedule of Gross Profit by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 324,885 | $ 309,451 |
North America | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 219,680 | 220,937 |
International | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 105,205 | 88,514 |
Service | Local | North America | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 166,756 | 169,342 |
Service | Local | International | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 70,215 | 59,194 |
Service | Goods | North America | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 3,941 | 1,307 |
Service | Goods | International | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 3,087 | 3,660 |
Service | Travel | North America | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 16,002 | 15,165 |
Service | Travel | International | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 10,651 | 10,036 |
Product | Goods | North America | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | 32,981 | 35,123 |
Product | Goods | International | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 21,252 | $ 15,624 |
SEGMENT INFORMATION Schedule 75
SEGMENT INFORMATION Schedule of Operating Income (Loss) by Segment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Schedule of Operating Income (Loss) by Segment | |||
Stock-based compensation | $ 19,326,000 | $ 19,701,000 | |
Total operating income (loss) | [1],[2] | 3,385,000 | (11,680,000) |
Restructuring charges | 283,000 | 2,731,000 | |
North America | |||
Schedule of Operating Income (Loss) by Segment | |||
Stock-based compensation | 17,900,000 | 18,300,000 | |
Total operating income (loss) | [1],[2] | (1,860,000) | (14,783,000) |
Restructuring charges | 0 | 1,955,000 | |
International | |||
Schedule of Operating Income (Loss) by Segment | |||
Stock-based compensation | 1,400,000 | ||
Total operating income (loss) | [1],[2] | 5,245,000 | 3,103,000 |
Restructuring charges | $ 283,000 | $ 800,000 | |
[1] | (1)Includes stock-based compensation of $17.9 million and $18.3 million for North America for the three months ended March 31, 2018 and 2017, respectively, and $1.4 million for International for the three months ended March 31, 2018 and 2017. | ||
[2] | (2)Includes restructuring charges of $2.0 million for North America for the three months ended March 31, 2017 and $0.3 million and $0.8 million for International for the three months ended March 31, 2018 and 2017, respectively. |
SEGMENT INFORMATION Schedule 76
SEGMENT INFORMATION Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | [1] | $ 1,502,928 | $ 1,677,505 |
North America | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | [1] | 920,834 | 1,045,072 |
International | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | [1] | 582,094 | 632,433 |
UNITED STATES | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 877,800 | 1,006,200 | |
IRELAND | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 167,100 | $ 219,700 | |
[1] | (1)North America contains assets from the United States of $877.8 million and $1,006.2 million as of March 31, 2018 and December 31, 2017, respectively. International contains assets from Ireland of $167.1 million and $219.7 million as of March 31, 2018 and December 31, 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2018 and December 31, 2017. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Millions | Apr. 30, 2018 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||
Percentage of outstanding shares acquired | 80.00% | |
Payments to acquire remaining outstanding shares | $ 8.9 | |
Business Combination, Consideration Transferred | $ 72.7 | |
Cash paid at closing | 64.1 | |
Estimated fair value of noncontrolling interest | 8.6 | |
Working capital deficit | 8.8 | |
Cash | $ 6.6 |