Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | ||
Sep. 30, 2018 | Nov. 05, 2018 | Dec. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Preferred Stock, Shares Outstanding | 0 | ||
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 | Sep. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q3 | ||
Entity Common Stock, Shares Outstanding | 570,780,015 | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 3 years 6 months | |
Current assets: | ||
Cash and cash equivalents | $ 572,358 | $ 880,129 |
Accounts receivable, net | 81,478 | 98,294 |
Prepaid expenses and other current assets | 98,169 | 94,025 |
Total current assets | 752,005 | 1,072,448 |
Property, equipment and software, net | 146,897 | 151,145 |
Goodwill | 327,430 | 286,989 |
Intangible assets, net | 49,032 | 19,196 |
Investments (including $84,861 and $109,751 at September 30, 2018 and December 31, 2017, respectively, at fair value) | 109,306 | 135,189 |
Other non-current assets | 19,250 | 12,538 |
Total Assets | 1,403,920 | 1,677,505 |
Current liabilities: | ||
Accounts payable | 16,810 | 31,968 |
Accrued merchant and supplier payables | 484,626 | 770,335 |
Accrued expenses and other current liabilities | 269,726 | 331,196 |
Total current liabilities | 771,162 | 1,133,499 |
Convertible senior notes, net | 198,575 | 189,753 |
Other non-current liabilities | 102,543 | 102,408 |
Total Liabilities | 1,072,280 | 1,425,660 |
Commitments and contingencies (see Note 9) | ||
Stockholders' Equity | ||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 758,800,610 shares issued and 570,198,368 shares outstanding at September 30, 2018; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017 | 76 | 75 |
Additional paid-in capital | 2,222,423 | 2,174,708 |
Treasury stock, at cost, 188,602,242 shares at September 30, 2018 and December 31, 2017 | (867,450) | (867,450) |
Accumulated deficit | (1,056,727) | (1,088,204) |
Accumulated other comprehensive income (loss) | 32,329 | 31,844 |
Total Groupon, Inc. Stockholders' Equity | 330,651 | 250,973 |
Noncontrolling interests | 989 | 872 |
Total Equity | 331,640 | 251,845 |
Total Liabilities and Equity | $ 1,403,920 | $ 1,677,505 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Investments at fair value | $ 84,861 | $ 109,751 |
Common stock, par value (in usd per share) | $ 3.77 | $ 5.20 |
Common Stock | ||
Common stock, par value (in usd per share) | $ 0.1000 | $ 0.1000 |
Common stock, shares authorized (in shares) | 2,010,000,000,000 | 2,010,000,000,000 |
Common stock, shares issued (in shares) | 758,800,610,000 | 748,541,862,000 |
Common stock, shares outstanding (in shares) | 570,198,368,000 | 559,939,620,000 |
Treasury Stock | ||
Treasury stock (in shares) | (188,602,242) | (188,602,242) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||
Total revenue | $ 592,883 | $ 1,970,711 |
Cost of revenue: | ||
Total cost of revenue | 286,894 | 1,023,768 |
Gross profit | 305,989 | 946,943 |
Operating expenses: | ||
Marketing | 92,717 | 288,456 |
Selling, general and administrative | 160,214 | 677,109 |
Restructuring Charges | 35 | 18,818 |
Gain on sale of intangible assets | 0 | (17,149) |
Total operating expenses | 252,966 | 967,234 |
Income (loss) from operations | 53,023 | (20,291) |
Other income (expense), net | (4,860) | 8,822 |
Income (loss) from continuing operations before provision (benefit) for income taxes | 48,163 | (11,469) |
Provision (benefit) for income taxes | 988 | 11,001 |
Income (loss) from continuing operations | 47,175 | (22,470) |
Income (loss) from discontinued operations, net of tax | 0 | (1,751) |
Net income (loss) | 47,175 | (24,221) |
Net income attributable to noncontrolling interests | (2,560) | (9,460) |
Net income (loss) attributable to Groupon, Inc. | $ 44,615 | $ (33,681) |
Basic and diluted net income (loss) per share: | ||
Continuing operations (in usd per share) | $ 0.08 | $ (0.06) |
Discontinued operations (in usd per share) | 0 | 0 |
Basic and diluted net income (loss) per share (in usd per share) | $ 0.08 | $ (0.06) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 568,634,988 | 559,726,154 |
Diluted (in shares) | 576,379,421 | 559,726,154 |
Proceeds from Sale of Debt Securities, Available-for-sale | $ 8,600 | |
Gain (Loss) on Sale of Equity Investments | $ 16,000 | |
Proceeds from Sale of Other Investments | 14,700 | |
Total net consideration received | 1,300 | |
Gain (Loss) on Disposition of Assets | 7,600 | |
Service | ||
Revenue: | ||
Total revenue | 289,214 | 919,884 |
Cost of revenue: | ||
Total cost of revenue | 29,792 | 123,209 |
Product | ||
Revenue: | ||
Total revenue | 303,669 | 1,050,827 |
Cost of revenue: | ||
Total cost of revenue | $ 257,102 | $ 900,559 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Statement of Income Captions [Line Items] | ||||
Income (loss) from continuing operations | $ 47,175 | $ 3,802 | $ (47,874) | $ (22,470) |
Other comprehensive income (loss) from continuing operations: | ||||
Net change in unrealized gain (loss) on foreign currency translation adjustments | 1,166 | |||
Net change in unrealized gain (loss) on defined benefit pension plan | 0 | 0 | 0 | 585 |
Net unrealized gain (loss) during the period | 94 | (225) | (948) | (938) |
Reclassification adjustment for realized (gain) loss on investment included in income (loss) from continuing operations | 0 | 0 | 106 | (1,341) |
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $46 and $0 for the three months ended September 30, 2018 and 2017, respectively, and $60 and $0 for the nine months ended September 30, 2018 and 2017, respectively) | 94 | (225) | (842) | (2,279) |
Income (loss) from discontinued operations | 0 | (862) | 0 | (1,751) |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments: | ||||
Other comprehensive income (loss) | 22 | (5,259) | 324 | (12,442) |
Comprehensive income (loss) | 47,197 | (2,319) | (47,550) | (53,174) |
Comprehensive income (loss) attributable to noncontrolling interests | (2,560) | (2,881) | (9,433) | (9,460) |
Comprehensive income (loss) attributable to Groupon, Inc. | 44,637 | (5,200) | (56,983) | (62,634) |
Tax effect | 46 | 0 | 60 | 0 |
Continuing Operations | ||||
Other comprehensive income (loss) from continuing operations: | ||||
Net change in unrealized gain (loss) on foreign currency translation adjustments | (72) | (5,034) | 1,166 | (10,748) |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments: | ||||
Comprehensive income (loss) | 47,197 | (1,457) | (47,550) | (34,912) |
Discontinued Operations, Disposed of by Sale | ||||
Other comprehensive income (loss) from continuing operations: | ||||
Net change in unrealized gain (loss) on foreign currency translation adjustments | 0 | 0 | 0 | (16,511) |
Other comprehensive income (loss) from discontinued operations - Foreign currency translation adjustments: | ||||
Net unrealized gain (loss) during the period | 0 | 0 | 0 | (1,793) |
Reclassification adjustment included in net income (loss) from discontinued operations | 0 | 0 | 0 | (14,718) |
Other comprehensive income (loss) | $ 0 | $ (862) | $ 0 | $ (18,262) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 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 | (47,874) | (57,307) | 9,433 | |||||
Net income (loss) attributable to parent | (57,307) | (57,307) | ||||||
Foreign currency translation | 1,166 | 1,166 | 1,166 | |||||
Unrealized gain (loss) on available-for-sale securities, net of tax | $ (842) | (842) | (842) | |||||
Exercise in stock options (in shares) | 670,393 | 670,393 | ||||||
Exercise of stock options | $ 76 | 76 | 76 | |||||
Vesting of restricted stock units and performance share units (in shares) | 11,007,259 | |||||||
Vesting of restricted stock units and performance share units | $ 1 | (1) | ||||||
Shares issued under employee stock purchase plan (in shares) | 1,621,061 | |||||||
Shares issued under employee stock purchase plan | 5,634 | 5,634 | 5,634 | |||||
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) | (4,280,344) | |||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (19,030) | (19,030) | (19,030) | |||||
Stock-based compensation on equity-classified awards | 54,600 | 54,600 | 54,600 | |||||
Distributions to noncontrolling interest holders | (9,316) | (9,316) | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 758,800,610 | |||||||
Ending balance at Sep. 30, 2018 | 331,640 | $ 76 | $ 2,222,423 | $ (1,056,727) | $ 32,329 | $ 330,651 | $ 989 | |
Treasury stock, ending balance (in shares) at Sep. 30, 2018 | (188,602,242) | |||||||
Treasury stock, ending balance at Sep. 30, 2018 | $ 867,450 | $ (867,450) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net income (loss) | $ (47,874) | $ (24,221) |
Less: Income (loss) from discontinued operations, net of tax | 0 | 1,751 |
Income (loss) from continuing operations | (47,874) | (22,470) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization of property, equipment and software | 76,984 | 86,355 |
Amortization of acquired intangible assets | 10,316 | 17,622 |
Stock-based compensation | 50,670 | 60,318 |
Gain on sale of intangible assets | 0 | (17,149) |
Gain on sale of investment | 0 | (7,624) |
Impairments of investments | 10,156 | 0 |
Deferred income taxes | (6,575) | 845 |
(Gain) loss from changes in fair value of investments | 8,312 | 5,100 |
Amortization of debt discount on convertible senior notes | 8,822 | 7,964 |
Change in assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | 20,217 | 787 |
Prepaid expenses and other current assets | (2,695) | (3,114) |
Accounts payable | (16,034) | (5,616) |
Accrued merchant and supplier payables | (214,748) | (197,836) |
Accrued expenses and other current liabilities | (45,175) | (39,396) |
Other, net | 14,663 | (21,490) |
Net cash provided by (used in) operating activities from continuing operations | (132,961) | (135,704) |
Net cash provided by (used in) operating activities from discontinued operations | 0 | (2,195) |
Net cash provided by (used in) operating activities | (132,961) | (137,899) |
Investing activities | ||
Purchases of property and equipment and capitalized software | (53,611) | (43,716) |
Proceeds from sale of intangible assets | 1,500 | 18,333 |
Proceeds from sales and maturities of investments | 8,594 | 16,561 |
Acquisition of business, net of acquired cash | (57,821) | 0 |
Acquisitions of intangible assets and other investing activities | (17,147) | (750) |
Net cash provided by (used in) investing activities from continuing operations | (118,485) | (9,572) |
Net cash provided by (used in) investing activities from discontinued operations | 0 | (9,548) |
Net cash provided by (used in) investing activities | (118,485) | (19,120) |
Financing activities | ||
Payments for purchases of treasury stock | 0 | (61,233) |
Taxes paid related to net share settlements of stock-based compensation awards | (18,638) | (23,340) |
Proceeds from stock option exercises and employee stock purchase plan | 5,710 | 5,486 |
Distributions to noncontrolling interest holders | (9,316) | (8,974) |
Payments of capital lease obligations | (25,289) | (25,298) |
Payments of contingent consideration related to acquisitions | (1,815) | (7,790) |
Other financing activities | 0 | (473) |
Net cash provided by (used in) financing activities | (49,348) | (121,622) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | (9,287) | 23,275 |
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | (310,081) | (255,366) |
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 | (310,081) | (226,500) |
Cash, cash equivalents and restricted cash, beginning of period | 885,481 | 874,906 |
Cash, cash equivalents and restricted cash, end of period | 575,400 | 648,406 |
Non-cash investing and financing activities | ||
Equipment acquired under capital lease obligations | 13,789 | 17,892 |
Leasehold improvements funded by lessor | 557 | 402 |
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software | 699 | 396 |
Investments acquired in connection with business dispositions | 0 | 2,022 |
Contingent consideration liability incurred in connection with acquisition of business | 1,589 | 0 |
Financing obligation incurred in connection with acquisition of business | $ 8,604 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and subsidiaries, 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 our websites, primarily localized groupon.com sites in many countries, and our mobile applications. Our operations are organized into two segments: North America and International. See Note 16 , Segment Information . Unaudited Interim Financial Information We have 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 our opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the 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 our 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 Groupon, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The 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 we exercise control and variable interest entities for which we have determined that we are 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 we do 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 years, we referred to our 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 | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
ADOPTION OF NEW ACCOUNTING STANDARDS | ADOPTION OF NEW ACCOUNTING STANDARDS We 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 11 , Revenue Recognition , for information on the impact of adopting Topic 606 on our accounting policies. We 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 our accounting policies. We 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. We applied that change in cash flow classification on a retrospective basis, which resulted in a decrease of $2.6 million to net cash used in operating activities for the nine months ended September 30, 2017 . Restricted cash primarily represents amounts that we are 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 sheets to amounts shown in the condensed consolidated statements of cash flows, as of September 30, 2018 and 2017 and December 31, 2017 (in thousands): September 30, 2018 September 30, 2017 December 31, 2017 Cash and cash equivalents $ 572,358 $ 638,657 $ 880,129 Restricted cash included in prepaid expenses and other current assets 2,649 4,375 4,932 Restricted cash included in other non-current assets 393 5,374 420 Cash, cash equivalents and restricted cash $ 575,400 $ 648,406 $ 885,481 We 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. We 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. We 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. We 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, we 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 our adoption of Topic 606, we 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 our adoption of Topic 606, we recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. Product Revenue We generate product revenue from direct sales of merchandise inventory through our Goods category. For product revenue transactions, we are the primary party responsible for providing the good to the customer, we have inventory risk and we have 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 we earn 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 our 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. We recognize revenue from those transactions when our commission has been earned, which occurs when a sale through one of our online marketplaces is completed and the related voucher has been made available to the customer. We believe that our 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 our adoption of Topic 606, we deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following our 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. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our 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. We recognize 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 our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. Prior to our adoption of Topic 606, we recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when our legal obligation to the merchant expired, which we believe is shortly after the voucher expiration date in most jurisdictions. Following our adoption of Topic 606, we estimate the variable consideration from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale, rather than when our legal obligation expires. We estimate variable consideration from unredeemed vouchers using our historical voucher redemption experience. If actual redemptions differ from our estimates, the effects could be material to the condensed consolidated financial statements. Refunds Prior to our 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 our 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 condensed consolidated balance sheets. We estimate our refund reserve using historical refund experience by deal category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. If actual refunds differ from our estimates, the effects could be material to the condensed consolidated financial statements. Discounts, Customer Credits and Other Consideration Payable to Customers We provide discount offers to encourage purchases of goods and services through our online marketplaces. We record discounts as a reduction of revenue. Additionally, we issue credits to customers that can be applied to future purchases through our 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 our 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 our adoption of Topic 606, we recognized breakage income for unused customer credits when they expired or were forfeited. Following our 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 our adoption of Topic 606, we expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following our 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 September 30, 2018 , we had $3.1 million and $11.0 million of deferred contract acquisition costs recorded within Prepaid expenses and other current assets and Other non-current assets, respectively. For the three and nine months ended September 30, 2018 , we amortized $6.2 million and $19.5 million , respectively, 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 our 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 our fulfillment center. Prior to our adoption of Topic 606, cost of revenue on service revenue transactions also included refunds for which the merchant's share was not recoverable. Investments Prior to our 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 we do not have the ability to exercise significant influence were accounted for using the cost method of accounting. Those investments are classified within Investments on the condensed 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 our adoption of the guidance in ASU 2016-01, we apply 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. Investments in common stock or in-substance common stock for which we have the ability to exercise significant influence are accounted for under the equity method, except where we have made an irrevocable election to account for the investments at fair value. Those investments are classified within Investments on the condensed consolidated balance sheets. The proportionate share of income or loss on equity method investments and changes in the fair values of investments for which the fair value option has been elected are presented within Other income (expense), net on the condensed consolidated statements of operations. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within Investments on the condensed consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other comprehensive income (loss) on the condensed consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the condensed consolidated statements of operations. |
DISCONTINUED OPERATIONS AND OTH
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS | 9 Months Ended |
Sep. 30, 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, we completed a strategic review of our international markets in connection with our efforts to optimize our global footprint and focus on the markets that we believe have the greatest potential to benefit our long-term financial performance. Based on that review, we decided to focus our business on 15 core countries and to pursue strategic alternatives for our operations in the remaining 11 countries, which were primarily based in Asia and Latin America. The dispositions of our 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 our operations and financial results is reported as a discontinued operation. We determined that the decision reached by management and our Board of Directors to exit those 11 non-core countries, which comprised a substantial majority of the operations outside of North America and EMEA, represented a strategic shift in our business. Additionally, based on our review of quantitative and qualitative factors relevant to the dispositions, we determined that the disposition of the businesses in those countries would have a major effect on our operations and financial results. As such, the results of operations and cash flows for the 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 and nine months ended September 30, 2017. Dispositions Completed in 2017 In connection with our strategic initiative to exit non-core countries as discussed above, we sold an 83% controlling stake in our subsidiary in Israel and sold our subsidiaries in Argentina, Chile, Colombia, Peru, Mexico, Brazil, Singapore and Hong Kong during the first quarter 2017. We recognized a net pretax loss on those dispositions of $1.6 million , which consisted of the following (in thousands): 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 14,958 Less: Indemnification liabilities (1) 5,365 Less: Unfavorable contract liability for transition services 2,114 Loss on dispositions $ (1,630 ) (1) See Note 9 , Commitments and Contingencies , for additional information about the indemnification liabilities. Results of Discontinued Operations The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 (1) Nine Months Ended September 30, 2017 (2) 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 (500 ) (11,784 ) Restructuring — (778 ) Other income, net — 3,852 Income (loss) from discontinued operations before loss on dispositions and provision for income taxes (500 ) (40 ) Loss on dispositions (362 ) (1,630 ) Provision for income taxes — (81 ) Income (loss) from discontinued operations, net of tax $ (862 ) $ (1,751 ) (1) Selling, general and administrative expense from discontinued operations for the three months ended September 30, 2017 primarily related to increases to contingent liabilities under indemnification agreements. See Note 9, Commitments and Contingencies , for information about indemnification obligations related to discontinued operations. (2) The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the nine months ended September 30, 2017 includes the results of each business through its respective disposition date. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On April 30, 2018, we acquired 80% of the outstanding shares of Cloud Savings Company, Ltd. ("Cloud Savings"), a UK-based business that operates online discount code and digital gift card platforms. The primary purpose of this acquisition was to expand digital coupon offerings in our International segment. Concurrent with the acquisition, we entered into an agreement with the noncontrolling shareholder giving us the right to acquire the remaining outstanding shares of Cloud Savings for $8.9 million in December 2018. Additionally, the noncontrolling shareholder has the right to require us to purchase the shares in December 2018 for that same amount. The rights and obligations to acquire the remaining outstanding shares were recorded as a financing obligation at its acquisition-date fair value of $8.6 million and is classified within Accrued expenses and other current liabilities on the condensed consolidated balance sheets. The transaction also included a contingent consideration arrangement with an acquisition-date fair value of $1.6 million . The aggregate acquisition-date fair value of the consideration transferred for the Cloud Savings acquisition totaled $74.3 million , which consisted of the following (in thousands): Cash $ 64,065 Financing obligation 8,604 Contingent consideration 1,589 Total $ 74,258 The results of the Cloud Savings acquisition are included in our condensed consolidated financial statements from the date of acquisition through September 30, 2018. The fair value of consideration transferred in the business combination is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired. We paid a premium for a number of reasons, including growing our merchant base and acquiring an assembled workforce. The goodwill from this business combination is not deductible for tax purposes. The allocation of the acquisition price has been prepared on a preliminary basis, and changes to that allocation may occur as a result of final working capital adjustments and tax return filings. The following table summarizes the allocation of the aggregate acquisition price of the Cloud Savings acquisition (in thousands): Cash and cash equivalents $ 6,244 Accounts receivable 5,885 Prepaid expenses and other current assets 804 Property, equipment and software 226 Goodwill 46,217 Intangible assets (1) : Merchant relationships 20,322 Trade names 2,609 Developed technology 549 Other intangible assets 687 Total assets acquired $ 83,543 Accounts payable $ 693 Accrued merchant and supplier payables 386 Accrued expenses and other current liabilities 6,130 Other non-current liabilities 2,076 Total liabilities assumed $ 9,285 Total acquisition price $ 74,258 (1) The estimated useful lives of the acquired intangible assets are 6 years for merchant relationships, 8 years for trade names, 2 years for developed technology, and 1 year for other intangible assets. For the nine months ended September 30, 2018 , $0.7 million of external transaction costs related to that business combination, primarily consisting of legal and advisory fees, are classified within Selling, general and administrative on our condensed consolidated statements of operations. The revenue and net income of Cloud Savings included in our condensed consolidated statements of operations were $7.3 million and $0.1 million , respectively, for the period from April 30, 2018 through September 30, 2018. Pro forma results of operations for the Cloud Savings acquisition are not presented because the pro forma effects of that acquisition were not material to our condensed consolidated results of operations. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes goodwill activity by segment for the nine months ended September 30, 2018 (in thousands): North America International Consolidated Balance as of December 31, 2017 $ 178,685 $ 108,304 $ 286,989 Goodwill related to acquisition — 46,217 46,217 Foreign currency translation — (5,776 ) (5,776 ) Balance as of September 30, 2018 $ 178,685 $ 148,745 $ 327,430 The following table summarizes intangible assets as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 55,758 $ 49,908 $ 5,850 $ 56,749 $ 46,513 $ 10,236 Merchant relationships 30,650 11,769 18,881 11,598 9,853 1,745 Trade names 14,390 11,298 3,092 12,077 10,469 1,608 Developed technology 37,093 36,680 413 36,864 36,864 — Patents 36,184 16,236 19,948 19,031 15,204 3,827 Other intangible assets 11,294 10,446 848 10,875 9,095 1,780 Total $ 185,369 $ 136,337 $ 49,032 $ 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 10 years. Amortization expense related to intangible assets was $3.9 million and $6.0 million for the three months ended September 30, 2018 and 2017 , respectively, and $10.3 million and $17.6 million for the nine months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 , estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2018 $ 4,448 2019 14,179 2020 8,279 2021 7,553 2022 7,237 Thereafter 7,336 Total $ 49,032 Sale of Intangible Assets On September 15, 2017, we sold customer lists and other intangible assets in certain food delivery markets to a subsidiary of Grubhub Inc. ("Grubhub"). We recognized a pretax gain on the sale of assets of $17.1 million , which represents the excess of the $19.8 million in net proceeds received, consisting of $20.0 million in cash less $0.2 million in transaction costs, over the $2.7 million net book value of the assets upon closing of the transaction. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Equity Method Investments [Abstract] | |
INVESTMENTS | INVESTMENTS The following table summarizes investments as of September 30, 2018 and December 31, 2017 (dollars in thousands): September 30, 2018 Percent Ownership of Voting Stock December 31, 2017 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ — $ 11,354 Redeemable preferred shares 10,207 19% to 25% 15,431 19% to 25% Total available-for-sale securities 10,207 26,785 Fair value option investments 74,654 10% to 19% 82,966 10% to 19% Other equity investments (1) 24,445 1% to 19% 25,438 1% to 19% Total investments $ 109,306 $ 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. We adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, we have 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 related to these investments for the three and nine months ended September 30, 2018 . See further discussion under Impairments of Investments below. The following table summarizes amortized cost, gross unrealized gain, gross unrealized loss and fair value of available-for-sale securities as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ — $ — $ — $ — $ 10,205 $ 1,653 $ (504 ) $ 11,354 Redeemable preferred shares 9,961 246 — 10,207 15,431 — — 15,431 Total available-for-sale securities $ 9,961 $ 246 $ — $ 10,207 $ 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 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, we obtained minority investments in Monster Holdings LP ("Monster LP") and in Nearbuy Pte Ltd. ("Nearbuy"), respectively. We have made an irrevocable election to account for both of those investments at fair value with changes in fair value reported in earnings. We elected to apply fair value accounting to those investments because we believe that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. We determined that the fair value of our investments in Monster LP and Nearbuy were $70.2 million and $4.5 million , respectively, as of September 30, 2018 and $78.9 million and $4.0 million , respectively, as of December 31, 2017 . The following table summarizes gains and losses due to changes in fair value of those investments for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Monster LP $ (474 ) $ (3,768 ) $ (8,759 ) $ (1,492 ) Nearbuy 230 (187 ) 447 (3,608 ) Total $ (244 ) $ (3,955 ) $ (8,312 ) $ (5,100 ) Impairments of Investments We recorded $10.2 million of other-than-temporary impairments of available-for-sale securities and other equity investments for the nine months ended September 30, 2018 . Those impairments are classified within Other income (expense), net on the condensed consolidated statements of operations. Sales of Investments In September 2018, we sold an available-for-sale security for total consideration of $ 8.6 million , which approximated its carrying amount and amortized cost as of the closing date. In July 2017, we sold an other equity method investment for total consideration of $16.0 million , consisting of $14.7 million received in cash and $1.3 million that the acquirer paid into an escrow account that will be settled within 18 months of closing. We recognized a pretax gain on the disposition of $7.6 million , which is classified within "Other income (expense), net" on the condensed consolidated statement of operations. |
SUPPLEMENTAL CONSOLIDATED BALAN
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 9 Months Ended |
Sep. 30, 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 other income (expense), net for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Interest income $ 1,513 $ 894 $ 4,858 $ 2,155 Interest expense (5,713 ) (5,156 ) (16,434 ) (15,423 ) Gains (losses), net on changes in fair value of investments (244 ) (3,955 ) (8,312 ) (5,100 ) Gain on sale of investment — 7,624 — 7,624 Foreign currency gains (losses), net (1,033 ) 8,186 (12,168 ) 19,063 Impairments of investments (112 ) — (10,156 ) — Other 729 (47 ) 2,380 503 Other income (expense), net $ (4,860 ) $ 7,546 $ (39,832 ) $ 8,822 The following table summarizes prepaid expenses and other current assets as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Merchandise inventories $ 31,737 $ 25,528 Prepaid expenses 37,847 40,399 Income taxes receivable 9,161 10,299 Other 19,424 17,799 Total prepaid expenses and other current assets $ 98,169 $ 94,025 The following table summarizes accrued merchant and supplier payables as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Accrued merchant payables $ 324,161 $ 459,662 Accrued supplier payables (1) 160,465 310,673 Total accrued merchant and supplier payables $ 484,626 $ 770,335 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes accrued expenses and other current liabilities as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Refunds reserve $ 23,800 $ 31,275 Compensation and benefits 56,016 73,096 Accrued marketing 34,948 32,912 Customer credits 17,420 28,487 Income taxes payable 11,587 9,645 Deferred revenue 20,709 29,539 Current portion of capital lease obligations 21,043 25,958 Other 84,203 100,284 Total accrued expenses and other current liabilities $ 269,726 $ 331,196 The following table summarizes other non-current liabilities as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Contingent income tax liabilities $ 46,073 $ 43,699 Deferred rent 31,860 29,032 Capital lease obligations 12,224 18,500 Deferred income taxes 2,776 811 Other 9,610 10,366 Total other non-current liabilities $ 102,543 $ 102,408 The following table summarizes the components of accumulated other comprehensive income (loss) as of September 30, 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) 1,166 (842 ) 324 Balance as of September 30, 2018 $ 32,128 $ 201 $ 32,329 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Convertible Senior Notes On April 4, 2016, we 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 our 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, we can elect to settle the conversion value in cash, shares of our common stock, or any combination of cash and shares of our 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, we 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 common stock of $3.77 as of September 30, 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 us 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, we may redeem the Notes, at our 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 exercise of this redemption right. The Notes are senior unsecured obligations that rank equal in right of payment to all senior unsecured indebtedness 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. We have separated the Notes into their liability and equity components in the accompanying condensed consolidated balance sheets. 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 sheets and is not remeasured as long as it continues to meet the conditions for equity classification. We 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 September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (51,425 ) (60,247 ) Net carrying amount of liability component $ 198,575 $ 189,753 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of September 30, 2018 and December 31, 2017 was $262.8 million and $285.6 million , respectively, and was determined using a lattice model. We 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 our stock price volatility over the term of the Notes and our cost of debt. As of September 30, 2018 , the remaining term of the Notes is approximately 3 years and 6 months . During the three and nine months ended September 30, 2018 and 2017 , we recognized interest costs on the Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Contractual interest (3.25% of the principal amount per annum) $ 2,032 $ 2,032 $ 6,096 $ 6,096 Amortization of debt discount 3,016 2,722 8,822 7,964 Total $ 5,048 $ 4,754 $ 14,918 $ 14,060 Note Hedges and Warrants In May 2016, we purchased convertible note hedges with respect to our common stock for a cost of $59.1 million from certain bank counterparties. The convertible note hedges provide us with the right to purchase up to 46.3 million shares of our 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 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, we 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 our 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 September 30, 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 our 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 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 our 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% . We are 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 our tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of our 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 our domestic subsidiaries are guarantors under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement contains various customary restrictive covenants that limit our 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 us 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. We are 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. We have the right to terminate the Amended and Restated Credit Agreement or reduce the available commitments at any time. As of September 30, 2018 and December 31, 2017 , we have no borrowings and have outstanding letters of credit of $18.3 million and $22.7 million , respectively, under the Amended and Restated Credit Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Except for the changes set forth below, our commitments as of September 30, 2018 did not materially change from the amounts set forth in our 2017 Annual Report on Form 10-K. Leases In the second quarter 2018, we entered into a new office lease for one of our foreign locations. As of September 30, 2018 , the future payments under that operating lease for each of the next five years and thereafter are as follows (in thousands): Remaining amounts in 2018 $ 639 2019 2,556 2020 2,556 2021 2,556 2022 2,556 Thereafter 5,751 Total minimum lease payments $ 16,614 Other Contractual Commitments In the first quarter 2018, we entered into a non-cancelable arrangement for cloud computing services. As of September 30, 2018 , future payments under that contractual obligation are as follows (in thousands): Remaining amounts in 2018 $ — 2019 3,400 2020 3,400 2021 3,400 2022 3,400 Total $ 13,600 Legal Matters and Other Contingencies From time to time, we are party to various legal proceedings incident to the operation of our business. For example, we currently are 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 us (the "Delaware Action"). In the Delaware Action, IBM alleged that we infringed certain IBM patents that IBM claimed 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 sought damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. Trial commenced in the Delaware Action on July 16, 2018. On July 27, 2018, a jury in this matter returned a verdict finding we willfully infringed each of these patents and awarded damages of $82.5 million to IBM. On May 9, 2016, we filed a complaint in the United States District Court for the Northern District of Illinois against IBM (the "Illinois Action"). We alleged that IBM infringed one of our patents relating to location-based services. On September 28, 2018, we entered into settlement and license agreements with IBM fully resolving the Delaware Action, the Illinois Action and related proceedings with IBM. The settlement terms provide for the payment of $57.5 million to IBM, a cross-license to the parties’ respective patent portfolios, mutual releases of claims and the dismissal with prejudice of the Delaware Action and the Illinois Action. On October 2, 2018, the court in the Delaware Action entered an order dismissing the Delaware Action with prejudice. On October 1, 2018, the court in the Illinois Action entered an order dismissing the Illinois Action with prejudice. We previously recorded a $75.0 million charge in the second quarter 2018 to increase our contingent liability for this matter to the $82.5 million jury award. That charge was classified within Selling, general and administrative expense in our condensed consolidated statement of operations. During the third quarter 2018, we reduced Selling, general and administrative expense by $40.4 million as a result of the IBM settlement, reflecting the $25.0 million decrease from the jury award and $15.4 million that was capitalized for the license to use the patented technology in future periods under the terms of the settlement and license agreements. We allocated the settlement amount between the litigation settlement component and the license for future use of the patented technology based on their relative fair values. In addition, other third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to intellectual property disputes, including patent infringement claims, and expect that we will increasingly be subject to intellectual property infringement claims as our services expand in scope and complexity. We have in the past litigated such claims, and we are presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which could involve potentially substantial claims for damages or injunctive relief. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and we become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws will be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in our methods of doing business or the goods we sell, or could require us to enter into costly royalty or licensing agreements. We also are 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 us to change our business practices, sometimes in expensive ways. We are also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where we conduct our 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 us, 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 us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm our business. We establish 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, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. Our 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 us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In connection with the dispositions of our operations in Latin America (see Note 3 , Discontinued Operations and Other Business Dispositions ), we 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. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of September 30, 2018 is approximately $18.0 million . In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have 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. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions, particularly in cases where we are entering into new businesses in connection with such acquisitions. We may also become more vulnerable to claims as we expand the range and scope of our services and are subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, we have entered into indemnification agreements with our officers, directors and underwriters, and our 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 we have made under these agreements have not had a material impact on the operating results, financial position or cash flows. |
STOCKHOLDERS' EQUITY AND COMPEN
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Our 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 our common stock. As of September 30, 2018 and December 31, 2017 , there were no shares of preferred stock outstanding. Common Stock Pursuant to our 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 us to repurchase up to $300.0 million of our common stock under a new share repurchase program. The prior share repurchase program expired in April 2018. During the three and nine months ended September 30, 2018 , we did not purchase any shares under those share repurchase programs. 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"). As of September 30, 2018 , 54,556,190 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 and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Cost of revenue $ 419 $ 582 $ 1,103 $ 2,039 Marketing 1,854 1,797 5,411 5,829 Selling, general and administrative 12,753 15,856 44,056 51,409 Restructuring charges — 849 — 849 Other income (expense) — 93 100 192 Total stock-based compensation expense $ 15,026 $ 19,177 $ 50,670 $ 60,318 We also capitalized $2.0 million and $1.4 million of stock-based compensation for the three months ended September 30, 2018 and 2017 , respectively, and $5.7 million and $4.7 million for the nine months ended September 30, 2018 and 2017 , respectively, in connection with internally-developed software. As of September 30, 2018 , $112.2 million of unrecognized compensation costs related to unvested employee stock awards are expected to be recognized over a remaining weighted-average period of 1.36 years. Employee Stock Purchase Plan We are authorized to grant up to 10,000,000 shares of common stock under our employee stock purchase plan ("ESPP"). For the nine months ended September 30, 2018 and 2017 , 1,621,061 and 1,879,656 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 nine months ended September 30, 2018 : Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2017 28,939,110 $ 4.32 Granted 16,036,764 4.75 Vested (10,728,624 ) 4.40 Forfeited (5,222,435 ) 4.30 Unvested at September 30, 2018 29,024,815 4.54 Performance Share Units The performance share units granted under the Plans vest in shares of our 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 nine months ended September 30, 2018 , we granted performance share units for which the maximum number of common shares issuable upon vesting was 7,972,780 shares and the weighted-average grant date fair value was $4.88 per unit. The maximum number of common shares issuable upon vesting as of September 30, 2018 was 6,905,418 shares and the total grant date fair value of the shares for which the performance conditions are expected to be met was $9.7 million . During the nine months ended September 30, 2018 , 278,635 shares of our common stock were issued related to performance share units granted in the previous year following the Compensation Committee's certification of the 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 our primary employee bonus plans exceed targeted bonus amounts because specified financial metrics exceed the performance conditions set forth in those plans, such excess is required to be settled in our common stock. Our 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 nine months ended September 30, 2018 , 1,240,379 shares of our common stock were issued related to performance bonus awards granted in the previous year following the Compensation Committee's certification of our financial and operational metrics for the year ended December 31, 2017. The fair value of our common stock on the date of the Compensation Committee's certification 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 stock option activity for the nine months ended September 30, 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 (670,393 ) 0.11 Outstanding and exercisable at September 30, 2018 215,187 1.80 1.63 $ 424 (1) The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of our stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of September 30, 2018 and December 31, 2017 , respectively. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Product and service revenue are generated from sales transactions through our 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 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 our websites and mobile applications. Additionally, in the United States we have recently been developing and testing voucherless offerings that are linked to customer credit cards. Customers claim those voucherless merchant offerings through our online marketplaces and earn cash back on their credit card statements when they transact with the related merchants, who pay us 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 we earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications, we generally collect payment from affiliate networks on terms ranging from 30 to 150 days. As discussed in Note 1 , Description of Business and Basis of Presentation , we previously referred to our 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, we 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 revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies. The adoption of Topic 606 did not significantly impact our 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 our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. Prior to our adoption of Topic 606, we recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when our legal obligation to the merchant expired, which we believe is shortly after the voucher expiration date in most jurisdictions. Following our adoption of Topic 606, we estimate the variable consideration from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale, rather than when our legal obligation expires. We estimate variable consideration from unredeemed vouchers using our historical voucher redemption experience. Most vouchers sold through the 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 North America segment did not have variable consideration from unredeemed vouchers in prior periods. • Prior to our adoption of Topic 606, we expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following our 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 our adoption of Topic 606, we recognized breakage income for unused customer credits when they expired or were forfeited. Following our 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 our adoption of Topic 606, we deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following our 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 our adoption of Topic 606, we 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 our adoption of Topic 606, those refunds are classified as a reduction of revenue. • Prior to our adoption of Topic 606, we classified credits issued to consumers for relationship purposes as a marketing expense. Following our adoption of Topic 606, those credits are classified as a reduction of revenue. We recorded a net reduction to our 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 our 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 our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 (in thousands): Condensed Consolidated Balance Sheet September 30, 2018 As reported Effects of Topic 606 Balances without adoption of Topic 606 Total assets $ 1,403,920 $ (10,836 ) $ 1,393,084 Total liabilities 1,072,280 93,799 1,166,079 Total equity 331,640 (104,635 ) 227,005 C ondensed Consolidated Statements of Operations Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As reported Effects of Topic 606 Balances without adoption of Topic 606 As reported Effects of Topic 606 Balances without adoption of Topic 606 Revenue: Service revenue (1)(2) $ 289,214 $ 1,568 $ 290,782 $ 886,663 $ 5,790 $ 892,453 Product revenue 303,669 — 303,669 950,156 — 950,156 Total revenue 592,883 1,568 594,451 1,836,819 5,790 1,842,609 Cost of revenue: Service cost of revenue (3) 29,792 8,609 38,401 91,167 21,927 113,094 Product cost of revenue 257,102 — 257,102 791,120 — 791,120 Cost of revenue (3) 286,894 8,609 295,503 882,287 21,927 904,214 Gross profit 305,989 (7,041 ) 298,948 954,532 (16,137 ) 938,395 Operating expenses: Marketing (4) 92,717 1,799 94,516 286,051 5,506 291,557 Selling, general and administrative (5) 160,214 (763 ) 159,451 676,399 (3,254 ) 673,145 Restructuring charges 35 — 35 (81 ) — (81 ) Total operating expenses 252,966 1,036 254,002 962,369 2,252 964,621 Income (loss) from operations 53,023 (8,077 ) 44,946 (7,837 ) (18,389 ) (26,226 ) Other income (expense), net (4,860 ) — (4,860 ) (39,832 ) — (39,832 ) Income (loss) before provision (benefit) for income taxes 48,163 (8,077 ) 40,086 (47,669 ) (18,389 ) (66,058 ) Provision (benefit) for income taxes (6) 988 (643 ) 345 205 (776 ) (571 ) Net income (loss) $ 47,175 $ (7,434 ) $ 39,741 $ (47,874 ) $ (17,613 ) $ (65,487 ) (1) For the three months ended September 30, 2018 , the adoption of Topic 606 resulted in a $10.4 million decrease to Revenue for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes and a decrease of $1.2 million related to the timing of recognition of revenue from hotel reservation offerings, partially offset by increases of $9.3 million related to the timing of recognition of variable consideration from unredeemed vouchers and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used. (2) For the nine months ended September 30, 2018 , the adoption of Topic 606 resulted in a $27.4 million decrease to Revenue for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, partially offset by increases of $17.7 million related to the timing of recognition of variable consideration from unredeemed vouchers, $1.6 million related to the timing of recognition of revenue from hotel reservation offerings and $2.3 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used. (3) Reflects decreases to Cost of revenue following the adoption of Topic 606 for refunds on service revenue transactions for which the merchant's share is not recoverable. (4) Reflects decreases to Marketing expense following the adoption of Topic 606 for customer credits issued for relationship purposes. (5) Reflects increases to Selling, general and Administrative expense for the amortization of deferred contract acquisition costs in excess of amounts capitalized. (6) As discussed in Note 13 , Income Taxes , for the nine months ended September 30, 2018 , we recognized an income tax benefit of $6.4 million 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 September 30, 2018 Nine Months Ended September 30, 2018 As reported Effects of Topic 606 Balances without adoption of Topic 606 As reported Effects of Topic 606 Balances without adoption of Topic 606 North America Service revenue: Local $ 180,059 $ 128 $ 180,187 $ 553,340 $ 4,654 $ 557,994 Goods 4,021 (2 ) 4,019 12,691 93 12,784 Travel 17,217 1,881 19,098 57,189 (520 ) 56,669 Product revenue - Goods 159,854 — 159,854 511,451 — 511,451 Total North America revenue 361,151 2,007 363,158 1,134,671 4,227 1,138,898 International Service revenue: Local 75,946 (772 ) 75,174 221,949 1,728 223,677 Goods 2,584 836 3,420 10,965 40 11,005 Travel 9,387 (503 ) 8,884 30,529 (205 ) 30,324 Product revenue - Goods 143,815 — 143,815 438,705 — 438,705 Total International revenue 231,732 (439 ) 231,293 702,148 1,563 703,711 Consolidated Service revenue: Local 256,005 (644 ) 255,361 775,289 6,382 781,671 Goods 6,605 834 7,439 23,656 133 23,789 Travel 26,604 1,378 27,982 87,718 (725 ) 86,993 Product revenue - Goods 303,669 — 303,669 950,156 — 950,156 Total Consolidated Revenue $ 592,883 $ 1,568 $ 594,451 $ 1,836,819 $ 5,790 $ 1,842,609 Contract Balances 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. Our deferred revenue was $25.8 million and $20.7 million as of January 1, 2018 and September 30, 2018 , respectively. The amount of revenue recognized for the nine months ended September 30, 2018 that was included in the deferred revenue balance at the beginning of the period was $25.4 million . The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2018 (in thousands): Customer Credits Balance as of January 1, 2018 $ 19,414 Credits issued 97,586 Credits redeemed (1) (83,818 ) Breakage revenue recognized (15,639 ) Foreign currency translation (123 ) Balance as of September 30, 2018 $ 17,420 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by us. 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 us, 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 | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING In September 2015, we commenced a restructuring plan relating primarily to workforce reductions in our international operations. We have also undertaken workforce reductions in our North America segment. In addition to workforce reductions in our ongoing markets, we ceased operations in 17 countries within our International segment as part of the restructuring plan between September 2015 and March 2016. Those country exits, which generally comprised our 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 our restructuring plan were completed as of September 30, 2017 and substantially all of the cash payments for actions under that plan are expected to be disbursed through December 31, 2018. We incurred cumulative costs for employee severance and benefits and other exit costs of $80.1 million under the plan since its inception in September 2015. In addition to those costs, we incurred cumulative long-lived asset impairment charges of $7.5 million resulting from our restructuring activities. The amounts presented in Restructuring charges for the three and nine months ended September 30, 2018 reflect changes in estimates related to prior actions. The following tables summarize costs incurred by segment related to the restructuring plan for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, 2018 Employee Severance and Benefit Costs Other Exit Costs Total Restructuring Charges North America $ — $ — $ — International 48 (13 ) 35 Consolidated $ 48 $ (13 ) $ 35 Nine Months Ended September 30, 2018 Employee Severance and Benefit Costs Other Exit Costs Total Restructuring Charges (Credits) North America $ — $ 177 $ 177 International (298 ) 40 (258 ) Consolidated $ (298 ) $ 217 $ (81 ) Three Months Ended September 30, 2017 Employee Severance and Benefit Costs (1) Other Exit Costs Total Restructuring Charges North America $ 3,662 $ 3,309 $ 6,971 International 4,296 236 4,532 Consolidated $ 7,958 $ 3,545 $ 11,503 Nine Months Ended September 30, 2017 Employee Severance and Benefit Costs (1) Other Exit Costs Total Restructuring Charges North America $ 8,127 $ 3,774 $ 11,901 International 4,905 2,012 6,917 Consolidated $ 13,032 $ 5,786 $ 18,818 (1) The employee severance and benefit costs for the three and nine months ended September 30, 2017 related to the termination of approximately 400 and 750 employees, respectively. The following table summarizes restructuring liability activity for the nine months ended September 30, 2018 (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 (298 ) 217 (81 ) Cash payments (2,028 ) (521 ) (2,549 ) Foreign currency translation (69 ) — (69 ) Balance as of September 30, 2018 $ 1,422 $ — $ 1,422 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items. For the three months ended September 30, 2018 , we recorded an income tax expense from continuing operations of $1.0 million on pretax income from continuing operations of $48.2 million . For the three months ended September 30, 2017 , we recorded an income tax expense from continuing operations of $2.5 million on pretax income from continuing operations of $6.3 million . For the nine months ended September 30, 2018 , we recorded an income tax expense from continuing operations of $0.2 million on a pretax loss from continuing operations of $47.7 million . For the nine months ended September 30, 2017 , we recorded an income tax expense from continuing operations of $11.0 million on a pretax loss from continuing operations of $11.5 million . Our U.S. Federal income tax rate is 21% for the three and nine months ended September 30, 2018 and was 35% for the three and nine months ended September 30, 2017 . The primary factor impacting the effective tax rate for the three and nine months ended September 30, 2018 and 2017 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The effective tax rate for the nine months ended September 30, 2018 also reflected a $6.4 million income tax benefit resulting from the impact of adopting Topic 606 on intercompany activity in certain foreign jurisdictions. We are currently undergoing income tax audits in multiple jurisdictions. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. During the fourth quarter 2017, we received an income tax assessment and a notification of proposed assessment from the tax authorities in two foreign jurisdictions, totaling $133.6 million in the aggregate. We believe that the assessments, which primarily relate to transfer pricing on transactions occurring from 2011 to 2014, are without merit and we intend to vigorously defend ourselves in those matters. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of those assessments, we believe that it is reasonably possible that reductions of up to $41.6 million in unrecognized tax benefits may occur within the 12 months following September 30, 2018 upon closing of income tax audits or the expiration of applicable statutes of limitations. The Jobs Act was signed into law on December 22, 2017. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP to situations in which an entity does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Jobs Act. That guidance specifies that, for income tax effects of the Jobs Act that can be reasonably estimated but for which the accounting and measurement analysis is not yet complete, entities should report provisional amounts in the reporting period that includes the enactment date and those provisional amounts can be adjusted for a measurement period not to exceed one year from the enactment date. Additionally, for income tax effects of the Jobs Act that cannot be reasonably estimated, entities should report provisional amounts for those income tax effects in the first reporting period in which a reasonable estimate can be determined, not to exceed one year from the enactment date. We previously made provisional estimates for the impact of the Jobs Act as of and for the year ended December 31, 2017 related to the re-measurement of deferred income taxes, valuation allowances, uncertain tax positions, and our assessment of permanently reinvested earnings. Additionally, while we did not expect to incur the deemed repatriation tax established by the Jobs Act due to the aggregate cumulative losses of our foreign operations, we had not previously finalized the related calculations. As of September 30, 2018, we have substantially completed our accounting and measurement analyses related to the income tax effects of the Jobs Act and no significant adjustments to the provisional amounts were recorded during the three and nine months then ended. 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 tangible assets of foreign corporations. Our accounting policy for the income tax effects of GILTI will be to recognize those taxes as expenses in the period incurred. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. Additionally, while we did not incur the deemed repatriation tax established by the Jobs Act, an actual repatriation from our 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 September 30, 2018 and December 31, 2017 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have 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 our foreign subsidiaries is not practical due to the complexities associated with the calculation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, we use various valuation approaches within the fair value measurement framework. The valuation methodologies used for our assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Cash equivalents. Cash equivalents primarily consisted of AAA-rated money market funds. We classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. Fair value option investments and available-for-sale securities. To determine the fair value of our fair value option investments each period, we first estimate the fair value of each entity in its entirety. We primarily use 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 September 30, 2018 and December 31, 2017 , we applied discount rates of 21% and 22% , respectively, in our discounted cash flow valuations for Monster LP. We also use 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 we determine the fair value of each entity, we then determine the fair value of our specific investments in those entities. The entities have complex capital structures, so we apply an option-pricing model that considers the liquidation preferences of each investee’s respective classes of ownership interests to determine the fair value of our investment in each entity. We also have investments in redeemable preferred shares and had investments in convertible debt securities issued by nonpublic entities. We measure the fair value of those available-for-sale securities using the discounted cash flow method. We have classified our fair value option investments and our 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. We are subject to a contingent consideration arrangement to transfer a maximum payout in cash of $2.6 million to the former owners of a business acquired on April 30, 2018. See Note 4 , Business Combinations , for further discussion of that acquisition. Additionally, we had contingent obligations in prior periods to transfer cash to the former owners of a previous business acquisition if specified financial results were met (i.e. an earnout). Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred in the related business combination and subsequent changes in fair value recorded in earnings within Selling, general and administrative expense on the condensed consolidated statements of operations. We use an income approach to value contingent consideration obligations based on the present value of probability-weighted future cash flows. We classify 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 assets that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2018 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 74,654 $ — $ — $ 74,654 Available-for-sale securities: Redeemable preferred shares 10,207 — — 10,207 Liabilities: Contingent consideration 1,543 — — 1,543 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 and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Assets Fair value option investments: Beginning Balance $ 74,898 $ 81,439 $ 82,966 $ 82,584 Total gains (losses) included in earnings (244 ) (3,955 ) (8,312 ) (5,100 ) Ending Balance $ 74,654 $ 77,484 $ 74,654 $ 77,484 Unrealized gains (losses) still held (1) $ (244 ) $ (3,955 ) $ (8,312 ) $ (5,100 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,236 $ 10,868 $ 11,354 $ 10,038 Purchase of convertible debt security — — — 1,612 Proceeds from sales and maturities of convertible debt security (8,594 ) — (8,594 ) (1,843 ) Transfer to other equity investment upon conversion of convertible debt security (1,500 ) — (4,008 ) — Total gains (losses) included in other comprehensive income (loss) (106 ) 146 (1,148 ) (387 ) Total gains (losses) included in earnings (2) (36 ) 218 2,396 1,812 Ending Balance $ — $ 11,232 $ — $ 11,232 Unrealized gains (losses) still held (1) $ — $ 364 $ — $ 1,180 Redeemable preferred shares: Beginning Balance $ 9,961 $ 15,923 $ 15,431 $ 17,444 Total gains (losses) included in other comprehensive income (loss) 246 (371 ) 246 (1,892 ) Impairments included in earnings — — (5,470 ) — Ending Balance $ 10,207 $ 15,552 $ 10,207 $ 15,552 Unrealized (losses) gains still held (1) $ 246 $ (371 ) $ (5,224 ) $ (1,892 ) Liabilities Contingent Consideration: Beginning Balance $ 1,542 $ — $ — $ 14,588 Issuance of contingent consideration in connection with acquisition — — 1,589 — Settlements of contingent consideration liabilities — — — (7,858 ) Reclass to non-fair value liabilities when no longer contingent — — — (6,778 ) Total losses (gains) included in earnings 21 — 35 48 Foreign currency translation (20 ) — (81 ) — Ending Balance $ 1,543 $ — $ 1,543 $ — Unrealized losses (gains) still held (1) $ 21 $ — $ 35 $ — (1) Represents the unrealized gains or losses recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of an embedded derivative. 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. We recorded a $4.6 million impairment of an other equity investment during the nine months ended September 30, 2018 . To determine the fair value of the investment, we considered the financial condition of the investee and applied a market approach. We have classified the fair value measurement of that other equity investment as Level 3 because it involves significant unobservable inputs. We did not record any other nonrecurring fair value measurements after initial recognition for the three and nine months ended September 30, 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 6 , Investments , for information about our 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 our 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. We classified the fair value measurements of our 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. Our 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 those assets and liabilities approximate their respective fair values as of September 30, 2018 and December 31, 2017 due to their short-term nature. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, restricted stock units, performance share units, 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 and nine months ended September 30, 2018 and 2017 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ 47,175 $ 3,802 $ (47,874 ) $ (22,470 ) Less: Net income (loss) attributable to noncontrolling interests 2,560 2,881 9,433 9,460 Net income (loss) attributable to common stockholders - continuing operations 44,615 921 (57,307 ) (31,930 ) Net income (loss) attributable to common stockholders - discontinued operations — (862 ) — (1,751 ) Net income (loss) attributable to common stockholders $ 44,615 $ 59 $ (57,307 ) $ (33,681 ) Denominator Shares used in computation of basic net income (loss) per share 568,634,988 557,221,040 565,227,625 559,726,154 Weighted-average effect of dilutive securities 7,744,433 9,448,009 — — Shares used in computation of diluted net income (loss) per share 576,379,421 566,669,049 565,227,625 559,726,154 Basic and diluted net income (loss) per share (1) : Continuing operations $ 0.08 $ 0.00 $ (0.10 ) $ (0.06 ) Discontinued operations 0.00 (0.00 ) 0.00 (0.00 ) Basic and diluted net income (loss) per share $ 0.08 $ 0.00 $ (0.10 ) $ (0.06 ) (1) The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the nine months ended September 30, 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Restricted stock units 12,462,410 7,220,418 31,072,428 27,801,509 Other stock-based compensation awards 16,000 16,000 2,073,802 3,405,560 Convertible senior notes 46,296,300 46,296,300 46,296,300 46,296,300 Warrants 46,296,300 46,296,300 46,296,300 46,296,300 Total 105,071,010 99,829,018 125,738,830 123,799,669 We had outstanding performance share units as of September 30, 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 5,326,725 and 1,179,984 shares of common stock issuable upon vesting of outstanding performance share units as of September 30, 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 | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The segment information reported in the tables below reflects the operating results that are regularly reviewed by our chief operating decision maker to assess performance and make resource allocation decisions. Our operations are organized into two segments: North America and International. The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 North America Service revenue: Local $ 180,059 $ 194,090 $ 553,340 $ 602,169 Goods 4,021 4,323 12,691 10,139 Travel 17,217 18,300 57,189 61,082 Product revenue - Goods 159,854 197,501 511,451 666,093 Total North America revenue (1) 361,151 414,214 1,134,671 1,339,483 International Service revenue: Local 75,946 71,574 221,949 201,257 Goods 2,584 4,370 10,965 13,638 Travel 9,387 9,801 30,529 31,599 Product revenue - Goods 143,815 134,507 438,705 384,734 Total International revenue (1) $ 231,732 $ 220,252 $ 702,148 $ 631,228 (1) North America includes revenue from the United States of $352.3 million and $410.5 million for the three months ended September 30, 2018 and 2017 , respectively, and $1,108.8 million and $1,317.9 million for the nine months ended September 30, 2018 and 2017 , respectively. International includes revenue from the United Kingdom of $94.0 million and $82.2 million for the three months ended September 30, 2018 and 2017 , respectively, and $268.5 million and $222.1 million for the nine months ended September 30, 2018 and 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2018 and 2017 . Revenue is attributed to individual countries based on the location of the customer. The following table summarizes gross profit by reportable segment and category for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 North America Service gross profit: Local $ 159,379 $ 162,914 $ 491,420 $ 511,865 Goods 3,634 3,205 10,565 7,719 Travel 13,801 14,060 46,106 46,980 Product gross profit - Goods 27,234 27,729 95,008 96,141 Total North America gross profit 204,048 207,908 643,099 662,705 International Service gross profit: Local 71,639 67,860 209,214 189,357 Goods 2,320 3,639 9,972 11,800 Travel 8,649 8,922 28,219 28,954 Product gross profit - Goods 19,333 21,096 64,028 54,127 Total International gross profit $ 101,941 $ 101,517 $ 311,433 $ 284,238 The following table summarizes operating income by reportable segment for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Operating income (loss) (1) (2) (3) (4) : North America $ 51,004 $ (6,995 ) $ (19,380 ) $ (33,811 ) International 2,019 5,782 11,543 13,520 Total operating income (loss) $ 53,023 $ (1,213 ) $ (7,837 ) $ (20,291 ) (1) Includes stock-based compensation of $13.8 million and $16.9 million for North America and $1.2 million and $1.4 million for International for the three months ended September 30, 2018 and 2017 , respectively, and $46.7 million and $55.2 million for North America and $3.9 million and $4.1 million for International for the nine months ended September 30, 2018 and 2017 , respectively. (2) Includes acquisition-related (benefit) expense, net of $0.7 million for International for the nine months ended September 30, 2018. (3) Includes restructuring charges (credits) for North America and International. See Note 12, Restructuring, for restructuring charges by segment. (4) The three months ended September 30, 2018 includes a $40.4 million benefit for North America from the settlement of the IBM patent litigation matter and the nine months ended September 30, 2018 includes a $34.6 million charge for North America related to the IBM patent litigation matter. See Note 9 , Commitments and Contingencies , for additional information. The following table summarizes total assets by reportable segment as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Total assets: North America (1) $ 796,711 $ 1,045,072 International (1) 607,209 632,433 Consolidated total assets $ 1,403,920 $ 1,677,505 (1) North America contains assets from the United States of $777.3 million and $1,006.2 million as of September 30, 2018 and December 31, 2017 , respectively. International contains assets from Ireland of $145.3 million and $219.7 million as of September 30, 2018 and December 31, 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2018 and December 31, 2017 . |
ADOPTION OF NEW ACCOUNTING ST_2
ADOPTION OF NEW ACCOUNTING STANDARDS (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Groupon, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The 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 we exercise control and variable interest entities for which we have determined that we are 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 we do 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 years, we referred to our 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 | We 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 11 , Revenue Recognition , for information on the impact of adopting Topic 606 on our accounting policies. We 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 our accounting policies. We 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. We applied that change in cash flow classification on a retrospective basis, which resulted in a decrease of $2.6 million to net cash used in operating activities for the nine months ended September 30, 2017 . Restricted cash primarily represents amounts that we are 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 sheets to amounts shown in the condensed consolidated statements of cash flows, as of September 30, 2018 and 2017 and December 31, 2017 (in thousands): September 30, 2018 September 30, 2017 December 31, 2017 Cash and cash equivalents $ 572,358 $ 638,657 $ 880,129 Restricted cash included in prepaid expenses and other current assets 2,649 4,375 4,932 Restricted cash included in other non-current assets 393 5,374 420 Cash, cash equivalents and restricted cash $ 575,400 $ 648,406 $ 885,481 We 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. We 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. We 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. We 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, we reclassified $0.2 million from accumulated other comprehensive income (loss) to accumulated deficit. |
Revenue Recognition | Revenue Recognition Prior to our adoption of Topic 606, we 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 our adoption of Topic 606, we recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. Product Revenue We generate product revenue from direct sales of merchandise inventory through our Goods category. For product revenue transactions, we are the primary party responsible for providing the good to the customer, we have inventory risk and we have 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 we earn 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 our 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. We recognize revenue from those transactions when our commission has been earned, which occurs when a sale through one of our online marketplaces is completed and the related voucher has been made available to the customer. We believe that our 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 our adoption of Topic 606, we deferred the revenue from hotel reservation offerings until the customer's stay commenced. Following our 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. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our 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. We recognize 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 our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. Prior to our adoption of Topic 606, we recognized that variable consideration from unredeemed vouchers and derecognized the related accrued merchant payables when our legal obligation to the merchant expired, which we believe is shortly after the voucher expiration date in most jurisdictions. Following our adoption of Topic 606, we estimate the variable consideration from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale, rather than when our legal obligation expires. We estimate variable consideration from unredeemed vouchers using our historical voucher redemption experience. If actual redemptions differ from our estimates, the effects could be material to the condensed consolidated financial statements. Refunds Prior to our 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 our 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 condensed consolidated balance sheets. We estimate our refund reserve using historical refund experience by deal category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. If actual refunds differ from our estimates, the effects could be material to the condensed consolidated financial statements. Discounts, Customer Credits and Other Consideration Payable to Customers We provide discount offers to encourage purchases of goods and services through our online marketplaces. We record discounts as a reduction of revenue. Additionally, we issue credits to customers that can be applied to future purchases through our 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 our 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 our adoption of Topic 606, we recognized breakage income for unused customer credits when they expired or were forfeited. Following our 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 our adoption of Topic 606, we expensed the incremental costs to obtain contracts with third-party merchants, such as sales commissions, as incurred. Following our 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 September 30, 2018 , we had $3.1 million and $11.0 million of deferred contract acquisition costs recorded within Prepaid expenses and other current assets and Other non-current assets, respectively. For the three and nine months ended September 30, 2018 , we amortized $6.2 million and $19.5 million , respectively, 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 our 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 our fulfillment center. Prior to our 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 our 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 we do not have the ability to exercise significant influence were accounted for using the cost method of accounting. Those investments are classified within Investments on the condensed 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 our adoption of the guidance in ASU 2016-01, we apply 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 ST_3
ADOPTION OF NEW ACCOUNTING STANDARDS (Tables) | 9 Months Ended |
Sep. 30, 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 sheets to amounts shown in the condensed consolidated statements of cash flows, as of September 30, 2018 and 2017 and December 31, 2017 (in thousands): September 30, 2018 September 30, 2017 December 31, 2017 Cash and cash equivalents $ 572,358 $ 638,657 $ 880,129 Restricted cash included in prepaid expenses and other current assets 2,649 4,375 4,932 Restricted cash included in other non-current assets 393 5,374 420 Cash, cash equivalents and restricted cash $ 575,400 $ 648,406 $ 885,481 |
DISCONTINUED OPERATIONS AND O_2
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | |
Schedule of Gain (Loss) on Business Dispositions | recognized a net pretax loss on those dispositions of $1.6 million , which consisted of the following (in thousands): 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 14,958 Less: Indemnification liabilities (1) 5,365 Less: Unfavorable contract liability for transition services 2,114 Loss on dispositions $ (1,630 ) (1) See Note 9 , Commitments and Contingencies , for additional information about the indemnification liabilities. |
Schedule of Major Classes of Line Items Included in Income (Loss) From Discontinued Operations | The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 (1) Nine Months Ended September 30, 2017 (2) 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 (500 ) (11,784 ) Restructuring — (778 ) Other income, net — 3,852 Income (loss) from discontinued operations before loss on dispositions and provision for income taxes (500 ) (40 ) Loss on dispositions (362 ) (1,630 ) Provision for income taxes — (81 ) Income (loss) from discontinued operations, net of tax $ (862 ) $ (1,751 ) (1) Selling, general and administrative expense from discontinued operations for the three months ended September 30, 2017 primarily related to increases to contingent liabilities under indemnification agreements. See Note 9, Commitments and Contingencies , for information about indemnification obligations related to discontinued operations. (2) The income (loss) from discontinued operations before loss on dispositions and provision for income taxes for the nine months ended September 30, 2017 includes the results of each business through its respective disposition date. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Fair Value of Consideration Transferred in Acquisition | On April 30, 2018, we acquired 80% of the outstanding shares of Cloud Savings Company, Ltd. ("Cloud Savings"), a UK-based business that operates online discount code and digital gift card platforms. The primary purpose of this acquisition was to expand digital coupon offerings in our International segment. Concurrent with the acquisition, we entered into an agreement with the noncontrolling shareholder giving us the right to acquire the remaining outstanding shares of Cloud Savings for $8.9 million in December 2018. Additionally, the noncontrolling shareholder has the right to require us to purchase the shares in December 2018 for that same amount. The rights and obligations to acquire the remaining outstanding shares were recorded as a financing obligation at its acquisition-date fair value of $8.6 million and is classified within Accrued expenses and other current liabilities on the condensed consolidated balance sheets. The transaction also included a contingent consideration arrangement with an acquisition-date fair value of $1.6 million . The aggregate acquisition-date fair value of the consideration transferred for the Cloud Savings acquisition totaled $74.3 million , which consisted of the following (in thousands): Cash $ 64,065 Financing obligation 8,604 Contingent consideration 1,589 Total $ 74,258 |
Summary of Allocation of Aggregate Acquisition Price | The following table summarizes the allocation of the aggregate acquisition price of the Cloud Savings acquisition (in thousands): Cash and cash equivalents $ 6,244 Accounts receivable 5,885 Prepaid expenses and other current assets 804 Property, equipment and software 226 Goodwill 46,217 Intangible assets (1) : Merchant relationships 20,322 Trade names 2,609 Developed technology 549 Other intangible assets 687 Total assets acquired $ 83,543 Accounts payable $ 693 Accrued merchant and supplier payables 386 Accrued expenses and other current liabilities 6,130 Other non-current liabilities 2,076 Total liabilities assumed $ 9,285 Total acquisition price $ 74,258 (1) The estimated useful lives of the acquired intangible assets are 6 years for merchant relationships, 8 years for trade names, 2 years for developed technology, and 1 year for other intangible assets. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill activity by segment for the nine months ended September 30, 2018 (in thousands): North America International Consolidated Balance as of December 31, 2017 $ 178,685 $ 108,304 $ 286,989 Goodwill related to acquisition — 46,217 46,217 Foreign currency translation — (5,776 ) (5,776 ) Balance as of September 30, 2018 $ 178,685 $ 148,745 $ 327,430 |
Schedule of Intangible Assets | The following table summarizes intangible assets as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 55,758 $ 49,908 $ 5,850 $ 56,749 $ 46,513 $ 10,236 Merchant relationships 30,650 11,769 18,881 11,598 9,853 1,745 Trade names 14,390 11,298 3,092 12,077 10,469 1,608 Developed technology 37,093 36,680 413 36,864 36,864 — Patents 36,184 16,236 19,948 19,031 15,204 3,827 Other intangible assets 11,294 10,446 848 10,875 9,095 1,780 Total $ 185,369 $ 136,337 $ 49,032 $ 147,194 $ 127,998 $ 19,196 |
Schedule of Estimated Future Amortization Expense | As of September 30, 2018 , estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2018 $ 4,448 2019 14,179 2020 8,279 2021 7,553 2022 7,237 Thereafter 7,336 Total $ 49,032 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Equity Method Investments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize assets that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2018 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 74,654 $ — $ — $ 74,654 Available-for-sale securities: Redeemable preferred shares 10,207 — — 10,207 Liabilities: Contingent consideration 1,543 — — 1,543 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 investments as of September 30, 2018 and December 31, 2017 (dollars in thousands): September 30, 2018 Percent Ownership of Voting Stock December 31, 2017 Percent Ownership of Voting Stock Available-for-sale securities: Convertible debt securities $ — $ 11,354 Redeemable preferred shares 10,207 19% to 25% 15,431 19% to 25% Total available-for-sale securities 10,207 26,785 Fair value option investments 74,654 10% to 19% 82,966 10% to 19% Other equity investments (1) 24,445 1% to 19% 25,438 1% to 19% Total investments $ 109,306 $ 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. We adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, we have 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 related to these investments for the three and nine months ended September 30, 2018 . See further discussion under Impairments of Investments below. |
Schedule of Activity for Available For Sale Securities | The following table summarizes amortized cost, gross unrealized gain, gross unrealized loss and fair value of available-for-sale securities as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ — $ — $ — $ — $ 10,205 $ 1,653 $ (504 ) $ 11,354 Redeemable preferred shares 9,961 246 — 10,207 15,431 — — 15,431 Total available-for-sale securities $ 9,961 $ 246 $ — $ 10,207 $ 25,636 $ 1,653 $ (504 ) $ 26,785 |
SUPPLEMENTAL CONSOLIDATED BAL_2
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
Schedule of Other Income (Expense) | The following table summarizes other income (expense), net for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Interest income $ 1,513 $ 894 $ 4,858 $ 2,155 Interest expense (5,713 ) (5,156 ) (16,434 ) (15,423 ) Gains (losses), net on changes in fair value of investments (244 ) (3,955 ) (8,312 ) (5,100 ) Gain on sale of investment — 7,624 — 7,624 Foreign currency gains (losses), net (1,033 ) 8,186 (12,168 ) 19,063 Impairments of investments (112 ) — (10,156 ) — Other 729 (47 ) 2,380 503 Other income (expense), net $ (4,860 ) $ 7,546 $ (39,832 ) $ 8,822 |
Schedule of Prepaid and Other Current Assets | The following table summarizes prepaid expenses and other current assets as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Merchandise inventories $ 31,737 $ 25,528 Prepaid expenses 37,847 40,399 Income taxes receivable 9,161 10,299 Other 19,424 17,799 Total prepaid expenses and other current assets $ 98,169 $ 94,025 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes accrued merchant and supplier payables as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Accrued merchant payables $ 324,161 $ 459,662 Accrued supplier payables (1) 160,465 310,673 Total accrued merchant and supplier payables $ 484,626 $ 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 accrued expenses and other current liabilities as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Refunds reserve $ 23,800 $ 31,275 Compensation and benefits 56,016 73,096 Accrued marketing 34,948 32,912 Customer credits 17,420 28,487 Income taxes payable 11,587 9,645 Deferred revenue 20,709 29,539 Current portion of capital lease obligations 21,043 25,958 Other 84,203 100,284 Total accrued expenses and other current liabilities $ 269,726 $ 331,196 |
Schedule of Other Non-current Liabilities | The following table summarizes other non-current liabilities as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Contingent income tax liabilities $ 46,073 $ 43,699 Deferred rent 31,860 29,032 Capital lease obligations 12,224 18,500 Deferred income taxes 2,776 811 Other 9,610 10,366 Total other non-current liabilities $ 102,543 $ 102,408 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the components of accumulated other comprehensive income (loss) as of September 30, 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) 1,166 (842 ) 324 Balance as of September 30, 2018 $ 32,128 $ 201 $ 32,329 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The carrying amount of the Notes consisted of the following as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (51,425 ) (60,247 ) Net carrying amount of liability component $ 198,575 $ 189,753 Net carrying amount of equity component $ 67,014 $ 67,014 |
Schedule of Convertible Debt Interest Expense | During the three and nine months ended September 30, 2018 and 2017 , we recognized interest costs on the Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Contractual interest (3.25% of the principal amount per annum) $ 2,032 $ 2,032 $ 6,096 $ 6,096 Amortization of debt discount 3,016 2,722 8,822 7,964 Total $ 5,048 $ 4,754 $ 14,918 $ 14,060 |
COMMITMENTS AND CONTINGENCIES C
COMMITMENTS AND CONTINGENCIES Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | In the second quarter 2018, we entered into a new office lease for one of our foreign locations. As of September 30, 2018 , the future payments under that operating lease for each of the next five years and thereafter are as follows (in thousands): Remaining amounts in 2018 $ 639 2019 2,556 2020 2,556 2021 2,556 2022 2,556 Thereafter 5,751 Total minimum lease payments $ 16,614 |
Long-term Purchase Commitment | In the first quarter 2018, we entered into a non-cancelable arrangement for cloud computing services. As of September 30, 2018 , future payments under that contractual obligation are as follows (in thousands): Remaining amounts in 2018 $ — 2019 3,400 2020 3,400 2021 3,400 2022 3,400 Total $ 13,600 |
Legal Matters and Contingencies [Text Block] | Legal Matters and Other Contingencies From time to time, we are party to various legal proceedings incident to the operation of our business. For example, we currently are 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 us (the "Delaware Action"). In the Delaware Action, IBM alleged that we infringed certain IBM patents that IBM claimed 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 sought damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. Trial commenced in the Delaware Action on July 16, 2018. On July 27, 2018, a jury in this matter returned a verdict finding we willfully infringed each of these patents and awarded damages of $82.5 million to IBM. On May 9, 2016, we filed a complaint in the United States District Court for the Northern District of Illinois against IBM (the "Illinois Action"). We alleged that IBM infringed one of our patents relating to location-based services. On September 28, 2018, we entered into settlement and license agreements with IBM fully resolving the Delaware Action, the Illinois Action and related proceedings with IBM. The settlement terms provide for the payment of $57.5 million to IBM, a cross-license to the parties’ respective patent portfolios, mutual releases of claims and the dismissal with prejudice of the Delaware Action and the Illinois Action. On October 2, 2018, the court in the Delaware Action entered an order dismissing the Delaware Action with prejudice. On October 1, 2018, the court in the Illinois Action entered an order dismissing the Illinois Action with prejudice. We previously recorded a $75.0 million charge in the second quarter 2018 to increase our contingent liability for this matter to the $82.5 million jury award. That charge was classified within Selling, general and administrative expense in our condensed consolidated statement of operations. During the third quarter 2018, we reduced Selling, general and administrative expense by $40.4 million as a result of the IBM settlement, reflecting the $25.0 million decrease from the jury award and $15.4 million that was capitalized for the license to use the patented technology in future periods under the terms of the settlement and license agreements. We allocated the settlement amount between the litigation settlement component and the license for future use of the patented technology based on their relative fair values. In addition, other third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to intellectual property disputes, including patent infringement claims, and expect that we will increasingly be subject to intellectual property infringement claims as our services expand in scope and complexity. We have in the past litigated such claims, and we are presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which could involve potentially substantial claims for damages or injunctive relief. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and we become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws will be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in our methods of doing business or the goods we sell, or could require us to enter into costly royalty or licensing agreements. We also are 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 us to change our business practices, sometimes in expensive ways. We are also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where we conduct our 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 us, 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 us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm our business. We establish 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, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. Our 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 us because of defense and settlement costs, diversion of management resources and other factors. |
STOCKHOLDERS' EQUITY AND COMP_2
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Stock Plan (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of September 30, 2018 , 54,556,190 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 and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Cost of revenue $ 419 $ 582 $ 1,103 $ 2,039 Marketing 1,854 1,797 5,411 5,829 Selling, general and administrative 12,753 15,856 44,056 51,409 Restructuring charges — 849 — 849 Other income (expense) — 93 100 192 Total stock-based compensation expense $ 15,026 $ 19,177 $ 50,670 $ 60,318 We also capitalized $2.0 million and $1.4 million of stock-based compensation for the three months ended September 30, 2018 and 2017 , respectively, and $5.7 million and $4.7 million for the nine months ended September 30, 2018 and 2017 , respectively, in connection with internally-developed software. As of September 30, 2018 , $112.2 million of unrecognized compensation costs related to unvested employee stock awards are expected to be recognized over a remaining weighted-average period of 1.36 years. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Prospective Adoption of New Accounting Pronouncements | recorded a net reduction to our 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 our 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 our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 (in thousands): Condensed Consolidated Balance Sheet September 30, 2018 As reported Effects of Topic 606 Balances without adoption of Topic 606 Total assets $ 1,403,920 $ (10,836 ) $ 1,393,084 Total liabilities 1,072,280 93,799 1,166,079 Total equity 331,640 (104,635 ) 227,005 C ondensed Consolidated Statements of Operations Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As reported Effects of Topic 606 Balances without adoption of Topic 606 As reported Effects of Topic 606 Balances without adoption of Topic 606 Revenue: Service revenue (1)(2) $ 289,214 $ 1,568 $ 290,782 $ 886,663 $ 5,790 $ 892,453 Product revenue 303,669 — 303,669 950,156 — 950,156 Total revenue 592,883 1,568 594,451 1,836,819 5,790 1,842,609 Cost of revenue: Service cost of revenue (3) 29,792 8,609 38,401 91,167 21,927 113,094 Product cost of revenue 257,102 — 257,102 791,120 — 791,120 Cost of revenue (3) 286,894 8,609 295,503 882,287 21,927 904,214 Gross profit 305,989 (7,041 ) 298,948 954,532 (16,137 ) 938,395 Operating expenses: Marketing (4) 92,717 1,799 94,516 286,051 5,506 291,557 Selling, general and administrative (5) 160,214 (763 ) 159,451 676,399 (3,254 ) 673,145 Restructuring charges 35 — 35 (81 ) — (81 ) Total operating expenses 252,966 1,036 254,002 962,369 2,252 964,621 Income (loss) from operations 53,023 (8,077 ) 44,946 (7,837 ) (18,389 ) (26,226 ) Other income (expense), net (4,860 ) — (4,860 ) (39,832 ) — (39,832 ) Income (loss) before provision (benefit) for income taxes 48,163 (8,077 ) 40,086 (47,669 ) (18,389 ) (66,058 ) Provision (benefit) for income taxes (6) 988 (643 ) 345 205 (776 ) (571 ) Net income (loss) $ 47,175 $ (7,434 ) $ 39,741 $ (47,874 ) $ (17,613 ) $ (65,487 ) (1) For the three months ended September 30, 2018 , the adoption of Topic 606 resulted in a $10.4 million decrease to Revenue for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes and a decrease of $1.2 million related to the timing of recognition of revenue from hotel reservation offerings, partially offset by increases of $9.3 million related to the timing of recognition of variable consideration from unredeemed vouchers and $0.7 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used. (2) For the nine months ended September 30, 2018 , the adoption of Topic 606 resulted in a $27.4 million decrease to Revenue for refunds on service revenue transactions for which the merchant's share is not recoverable and customer credits issued for relationship purposes, partially offset by increases of $17.7 million related to the timing of recognition of variable consideration from unredeemed vouchers, $1.6 million related to the timing of recognition of revenue from hotel reservation offerings and $2.3 million related to the timing of recognition of breakage revenue from customer credits that are not expected to be used. (3) Reflects decreases to Cost of revenue following the adoption of Topic 606 for refunds on service revenue transactions for which the merchant's share is not recoverable. (4) Reflects decreases to Marketing expense following the adoption of Topic 606 for customer credits issued for relationship purposes. (5) Reflects increases to Selling, general and Administrative expense for the amortization of deferred contract acquisition costs in excess of amounts capitalized. (6) As discussed in Note 13 , Income Taxes , for the nine months ended September 30, 2018 , we recognized an income tax benefit of $6.4 million 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. |
Disaggregation of Revenue | Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As reported Effects of Topic 606 Balances without adoption of Topic 606 As reported Effects of Topic 606 Balances without adoption of Topic 606 North America Service revenue: Local $ 180,059 $ 128 $ 180,187 $ 553,340 $ 4,654 $ 557,994 Goods 4,021 (2 ) 4,019 12,691 93 12,784 Travel 17,217 1,881 19,098 57,189 (520 ) 56,669 Product revenue - Goods 159,854 — 159,854 511,451 — 511,451 Total North America revenue 361,151 2,007 363,158 1,134,671 4,227 1,138,898 International Service revenue: Local 75,946 (772 ) 75,174 221,949 1,728 223,677 Goods 2,584 836 3,420 10,965 40 11,005 Travel 9,387 (503 ) 8,884 30,529 (205 ) 30,324 Product revenue - Goods 143,815 — 143,815 438,705 — 438,705 Total International revenue 231,732 (439 ) 231,293 702,148 1,563 703,711 Consolidated Service revenue: Local 256,005 (644 ) 255,361 775,289 6,382 781,671 Goods 6,605 834 7,439 23,656 133 23,789 Travel 26,604 1,378 27,982 87,718 (725 ) 86,993 Product revenue - Goods 303,669 — 303,669 950,156 — 950,156 Total Consolidated Revenue $ 592,883 $ 1,568 $ 594,451 $ 1,836,819 $ 5,790 $ 1,842,609 |
Deferred Revenue, by Arrangement, Disclosure | The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2018 (in thousands): Customer Credits Balance as of January 1, 2018 $ 19,414 Credits issued 97,586 Credits redeemed (1) (83,818 ) Breakage revenue recognized (15,639 ) Foreign currency translation (123 ) Balance as of September 30, 2018 $ 17,420 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by us. 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 us, 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) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Costs Incurred by Segment Related to Restructuring | The following tables summarize costs incurred by segment related to the restructuring plan for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, 2018 Employee Severance and Benefit Costs Other Exit Costs Total Restructuring Charges North America $ — $ — $ — International 48 (13 ) 35 Consolidated $ 48 $ (13 ) $ 35 Nine Months Ended September 30, 2018 Employee Severance and Benefit Costs Other Exit Costs Total Restructuring Charges (Credits) North America $ — $ 177 $ 177 International (298 ) 40 (258 ) Consolidated $ (298 ) $ 217 $ (81 ) Three Months Ended September 30, 2017 Employee Severance and Benefit Costs (1) Other Exit Costs Total Restructuring Charges North America $ 3,662 $ 3,309 $ 6,971 International 4,296 236 4,532 Consolidated $ 7,958 $ 3,545 $ 11,503 Nine Months Ended September 30, 2017 Employee Severance and Benefit Costs (1) Other Exit Costs Total Restructuring Charges North America $ 8,127 $ 3,774 $ 11,901 International 4,905 2,012 6,917 Consolidated $ 13,032 $ 5,786 $ 18,818 (1) The employee severance and benefit costs for the three and nine months ended September 30, 2017 related to the termination of approximately 400 and 750 employees, respectively. |
Schedule of Restructuring Liability | The following table summarizes restructuring liability activity for the nine months ended September 30, 2018 (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 (298 ) 217 (81 ) Cash payments (2,028 ) (521 ) (2,549 ) Foreign currency translation (69 ) — (69 ) Balance as of September 30, 2018 $ 1,422 $ — $ 1,422 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize assets that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2018 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 74,654 $ — $ — $ 74,654 Available-for-sale securities: Redeemable preferred shares 10,207 — — 10,207 Liabilities: Contingent consideration 1,543 — — 1,543 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 and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Assets Fair value option investments: Beginning Balance $ 74,898 $ 81,439 $ 82,966 $ 82,584 Total gains (losses) included in earnings (244 ) (3,955 ) (8,312 ) (5,100 ) Ending Balance $ 74,654 $ 77,484 $ 74,654 $ 77,484 Unrealized gains (losses) still held (1) $ (244 ) $ (3,955 ) $ (8,312 ) $ (5,100 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,236 $ 10,868 $ 11,354 $ 10,038 Purchase of convertible debt security — — — 1,612 Proceeds from sales and maturities of convertible debt security (8,594 ) — (8,594 ) (1,843 ) Transfer to other equity investment upon conversion of convertible debt security (1,500 ) — (4,008 ) — Total gains (losses) included in other comprehensive income (loss) (106 ) 146 (1,148 ) (387 ) Total gains (losses) included in earnings (2) (36 ) 218 2,396 1,812 Ending Balance $ — $ 11,232 $ — $ 11,232 Unrealized gains (losses) still held (1) $ — $ 364 $ — $ 1,180 Redeemable preferred shares: Beginning Balance $ 9,961 $ 15,923 $ 15,431 $ 17,444 Total gains (losses) included in other comprehensive income (loss) 246 (371 ) 246 (1,892 ) Impairments included in earnings — — (5,470 ) — Ending Balance $ 10,207 $ 15,552 $ 10,207 $ 15,552 Unrealized (losses) gains still held (1) $ 246 $ (371 ) $ (5,224 ) $ (1,892 ) Liabilities Contingent Consideration: Beginning Balance $ 1,542 $ — $ — $ 14,588 Issuance of contingent consideration in connection with acquisition — — 1,589 — Settlements of contingent consideration liabilities — — — (7,858 ) Reclass to non-fair value liabilities when no longer contingent — — — (6,778 ) Total losses (gains) included in earnings 21 — 35 48 Foreign currency translation (20 ) — (81 ) — Ending Balance $ 1,543 $ — $ 1,543 $ — Unrealized losses (gains) still held (1) $ 21 $ — $ 35 $ — | |
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 6 , Investments , for information about our 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) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2018 and 2017 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ 47,175 $ 3,802 $ (47,874 ) $ (22,470 ) Less: Net income (loss) attributable to noncontrolling interests 2,560 2,881 9,433 9,460 Net income (loss) attributable to common stockholders - continuing operations 44,615 921 (57,307 ) (31,930 ) Net income (loss) attributable to common stockholders - discontinued operations — (862 ) — (1,751 ) Net income (loss) attributable to common stockholders $ 44,615 $ 59 $ (57,307 ) $ (33,681 ) Denominator Shares used in computation of basic net income (loss) per share 568,634,988 557,221,040 565,227,625 559,726,154 Weighted-average effect of dilutive securities 7,744,433 9,448,009 — — Shares used in computation of diluted net income (loss) per share 576,379,421 566,669,049 565,227,625 559,726,154 Basic and diluted net income (loss) per share (1) : Continuing operations $ 0.08 $ 0.00 $ (0.10 ) $ (0.06 ) Discontinued operations 0.00 (0.00 ) 0.00 (0.00 ) Basic and diluted net income (loss) per share $ 0.08 $ 0.00 $ (0.10 ) $ (0.06 ) (1) The potentially dilutive impacts of outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the nine months ended September 30, 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Restricted stock units 12,462,410 7,220,418 31,072,428 27,801,509 Other stock-based compensation awards 16,000 16,000 2,073,802 3,405,560 Convertible senior notes 46,296,300 46,296,300 46,296,300 46,296,300 Warrants 46,296,300 46,296,300 46,296,300 46,296,300 Total 105,071,010 99,829,018 125,738,830 123,799,669 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 North America Service revenue: Local $ 180,059 $ 194,090 $ 553,340 $ 602,169 Goods 4,021 4,323 12,691 10,139 Travel 17,217 18,300 57,189 61,082 Product revenue - Goods 159,854 197,501 511,451 666,093 Total North America revenue (1) 361,151 414,214 1,134,671 1,339,483 International Service revenue: Local 75,946 71,574 221,949 201,257 Goods 2,584 4,370 10,965 13,638 Travel 9,387 9,801 30,529 31,599 Product revenue - Goods 143,815 134,507 438,705 384,734 Total International revenue (1) $ 231,732 $ 220,252 $ 702,148 $ 631,228 (1) North America includes revenue from the United States of $352.3 million and $410.5 million for the three months ended September 30, 2018 and 2017 , respectively, and $1,108.8 million and $1,317.9 million for the nine months ended September 30, 2018 and 2017 , respectively. International includes revenue from the United Kingdom of $94.0 million and $82.2 million for the three months ended September 30, 2018 and 2017 , respectively, and $268.5 million and $222.1 million for the nine months ended September 30, 2018 and 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2018 and 2017 . |
Schedule of Gross Profit by Reportable Segment | The following table summarizes gross profit by reportable segment and category for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 North America Service gross profit: Local $ 159,379 $ 162,914 $ 491,420 $ 511,865 Goods 3,634 3,205 10,565 7,719 Travel 13,801 14,060 46,106 46,980 Product gross profit - Goods 27,234 27,729 95,008 96,141 Total North America gross profit 204,048 207,908 643,099 662,705 International Service gross profit: Local 71,639 67,860 209,214 189,357 Goods 2,320 3,639 9,972 11,800 Travel 8,649 8,922 28,219 28,954 Product gross profit - Goods 19,333 21,096 64,028 54,127 Total International gross profit $ 101,941 $ 101,517 $ 311,433 $ 284,238 |
Schedule of Operating Income by Reportable Segment | The following table summarizes operating income by reportable segment for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Operating income (loss) (1) (2) (3) (4) : North America $ 51,004 $ (6,995 ) $ (19,380 ) $ (33,811 ) International 2,019 5,782 11,543 13,520 Total operating income (loss) $ 53,023 $ (1,213 ) $ (7,837 ) $ (20,291 ) (1) Includes stock-based compensation of $13.8 million and $16.9 million for North America and $1.2 million and $1.4 million for International for the three months ended September 30, 2018 and 2017 , respectively, and $46.7 million and $55.2 million for North America and $3.9 million and $4.1 million for International for the nine months ended September 30, 2018 and 2017 , respectively. (2) Includes acquisition-related (benefit) expense, net of $0.7 million for International for the nine months ended September 30, 2018. (3) Includes restructuring charges (credits) for North America and International. See Note 12, Restructuring, for restructuring charges by segment. (4) The three months ended September 30, 2018 includes a $40.4 million benefit for North America from the settlement of the IBM patent litigation matter and the nine months ended September 30, 2018 includes a $34.6 million charge for North America related to the IBM patent litigation matter. |
Schedule of Total Assets by Segment | The following table summarizes total assets by reportable segment as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Total assets: North America (1) $ 796,711 $ 1,045,072 International (1) 607,209 632,433 Consolidated total assets $ 1,403,920 $ 1,677,505 (1) North America contains assets from the United States of $777.3 million and $1,006.2 million as of September 30, 2018 and December 31, 2017 , respectively. International contains assets from Ireland of $145.3 million and $219.7 million as of September 30, 2018 and December 31, 2017 , respectively. There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2018 and December 31, 2017 . |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
ADOPTION OF NEW ACCOUNTING ST_4
ADOPTION OF NEW ACCOUNTING STANDARDS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 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 | $ 6,000 | 20,000 | |
Accounting Standards Update 2016-18 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase to net cash used in operating activities | $ 2,600 | ||
Prepaid expenses and other current assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred Costs | 3,000 | 3,000 | |
Other Noncurrent Assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred Costs | $ 11,000 | $ 11,000 |
ADOPTION OF NEW ACCOUNTING ST_5
ADOPTION OF NEW ACCOUNTING STANDARDS - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 572,358 | $ 880,129 | $ 638,657 | |
Restricted cash included in prepaid expenses and other current assets | 2,649 | 4,932 | 4,375 | |
Restricted cash included in other non-current assets | 393 | 420 | 5,374 | |
Cash, cash equivalents and restricted cash | $ 575,400 | $ 885,481 | $ 648,406 | $ 874,906 |
DISCONTINUED OPERATIONS AND O_3
DISCONTINUED OPERATIONS AND OTHER BUSINESS DISPOSITIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||
Fair value of minority investments retained or acquired | $ 0 | $ 2,022 | ||||
Total net consideration received | 1,300 | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Revenues | $ 592,883 | $ 634,466 | 1,836,819 | 1,970,711 | ||
Total cost of revenue | 286,894 | 325,041 | 882,287 | 1,023,768 | ||
Marketing expense | (92,717) | (101,456) | (286,051) | (288,456) | ||
Selling, general and administrative expense | (160,214) | (214,828) | (676,399) | (677,109) | ||
Restructuring | (35) | (11,503) | 81 | (18,818) | ||
Other income, net | (4,860) | 7,546 | (39,832) | 8,822 | ||
Income (loss) from discontinued operations, net of tax | 0 | (862) | 0 | (1,751) | ||
Service | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Revenues | 289,214 | 302,458 | 886,663 | 919,884 | ||
Total cost of revenue | 29,792 | 41,858 | 91,167 | 123,209 | ||
Product | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Revenues | 303,669 | 332,008 | 950,156 | 1,050,827 | ||
Total cost of revenue | $ 257,102 | 283,183 | $ 791,120 | 900,559 | ||
Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Controlling stake percentage in subsidiary sold during period | 83.00% | |||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||
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 | 14,958 | |||||
Less: Indemnification liabilities | [1] | 5,365 | ||||
Less: Unfavorable contract liability for transition services | 2,114 | |||||
Loss on dispositions | (362) | $ (1,630) | (1,630) | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Marketing expense | 0 | (1,239) | ||||
Selling, general and administrative expense | (500) | (11,784) | ||||
Restructuring | 0 | (778) | ||||
Other income, net | 0 | 3,852 | ||||
Income (loss) from discontinued operations before loss on dispositions and provision for income taxes | (500) | (40) | ||||
Provision for income taxes | 0 | (81) | ||||
Discontinued Operations, Disposed of by Sale | Service | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Revenues | 0 | 12,602 | ||||
Total cost of revenue | 0 | 2,557 | ||||
Discontinued Operations, Disposed of by Sale | Product | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Revenues | 0 | 2,962 | ||||
Total cost of revenue | $ 0 | $ 3,098 | ||||
[1] | (1)See Note 9, Commitments and Contingencies, for additional information about the indemnification liabilities. |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||||
Financing obligation incurred in connection with acquisition of business | $ 8,604 | $ 0 | ||||
Contingent consideration liability incurred in connection with acquisition of business | $ 0 | $ 0 | 1,589 | $ 0 | ||
Restructuring charges | $ 700 | |||||
Revenue included in current period statement of operations | $ 0 | |||||
Net loss included in current period statement of operations | $ (7,000) | |||||
Cloud Savings | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of outstanding shares acquired | 80.00% | |||||
Gross value of financing obligation | $ 8,900 | |||||
Financing obligation incurred in connection with acquisition of business | 8,600 | |||||
Contingent consideration liability incurred in connection with acquisition of business | 1,589 | |||||
Total acquisition price | $ 74,258 | |||||
Merchant relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, useful life | 6 years | |||||
Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, useful life | 8 years | |||||
Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, useful life | 2 years | |||||
Other intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, useful life | 1 year |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of Fair Value of Consideration Transferred in Acquisition (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||
Financing obligation incurred in connection with acquisition of business | $ 8,604 | $ 0 | |||
Contingent consideration liability incurred in connection with acquisition of business | $ 0 | $ 0 | $ 1,589 | $ 0 | |
Cloud Savings | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 64,065 | ||||
Financing obligation incurred in connection with acquisition of business | 8,600 | ||||
Contingent consideration liability incurred in connection with acquisition of business | 1,589 | ||||
Total acquisition price | $ 74,258 |
BUSINESS COMBINATIONS - Allocat
BUSINESS COMBINATIONS - Allocation of Aggregate Acquisition Price (Details) - Cloud Savings - USD ($) $ in Thousands | Apr. 30, 2018 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 6,244 | |
Accounts receivable | 5,885 | |
Prepaid expenses and other current assets | 804 | |
Property, equipment and software | 226 | |
Goodwill | $ 46,217 | |
Other intangible assets | 83,543 | |
Accounts payable | 693 | |
Accrued merchant and supplier payables | 386 | |
Accrued expenses and other current liabilities | 6,130 | |
Other non-current liabilities | 2,076 | |
Total liabilities assumed | 9,285 | |
Total acquisition price | 74,258 | |
Merchant relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets (1) : | 20,322 | |
Developed technology | ||
Business Acquisition [Line Items] | ||
Intangible assets (1) : | 549 | |
Other intangible assets | ||
Business Acquisition [Line Items] | ||
Intangible assets (1) : | 687 | |
Trade names | ||
Business Acquisition [Line Items] | ||
Intangible assets (1) : | $ 2,609 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Goodwill | $ 327,430 | $ 286,989 |
Foreign currency translation | (5,776) | |
North America | ||
Goodwill [Line Items] | ||
Goodwill | 178,685 | 178,685 |
Foreign currency translation | 0 | |
International | ||
Goodwill [Line Items] | ||
Goodwill | 148,745 | $ 108,304 |
Foreign currency translation | (5,776) | |
Cloud Savings | ||
Goodwill [Line Items] | ||
Goodwill related to acquisition | 46,217 | |
Cloud Savings | North America | ||
Goodwill [Line Items] | ||
Goodwill related to acquisition | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 15, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gain (Loss) on Disposition of Intangible Assets | $ 0 | $ 17,149 | $ 0 | $ 17,149 | ||
Proceeds from sale of intangible assets | 1,500 | 18,333 | ||||
Gross Carrying Value | 185,369 | 185,369 | $ 147,194 | |||
Accumulated Amortization | 136,337 | 136,337 | 127,998 | |||
Net Carrying Value | 49,032 | 49,032 | 19,196 | |||
Disposition of Intangible Assets, Gross Consideration Received | $ 16,000 | |||||
Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Value | 55,758 | 55,758 | 56,749 | |||
Accumulated Amortization | 49,908 | 49,908 | 46,513 | |||
Net Carrying Value | 5,850 | 5,850 | 10,236 | |||
Merchant relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Value | 30,650 | 30,650 | 11,598 | |||
Accumulated Amortization | 11,769 | 11,769 | 9,853 | |||
Net Carrying Value | 18,881 | 18,881 | 1,745 | |||
Trade names | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Value | 14,390 | 14,390 | 12,077 | |||
Accumulated Amortization | 11,298 | 11,298 | 10,469 | |||
Net Carrying Value | 3,092 | 3,092 | 1,608 | |||
Developed technology | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Value | 37,093 | 37,093 | 36,864 | |||
Accumulated Amortization | 36,680 | 36,680 | 36,864 | |||
Net Carrying Value | 413 | 413 | 0 | |||
Patents | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Value | 36,184 | 36,184 | 19,031 | |||
Accumulated Amortization | 16,236 | 16,236 | 15,204 | |||
Net Carrying Value | 19,948 | 19,948 | 3,827 | |||
Other intangible assets | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Value | 11,294 | 11,294 | 10,875 | |||
Accumulated Amortization | 10,446 | 10,446 | 9,095 | |||
Net Carrying Value | $ 848 | $ 848 | $ 1,780 | |||
OrderUp Intangible [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Gain (Loss) on Disposition of Intangible Assets | 17,100 | |||||
Proceeds from sale of intangible assets | 19,800 | |||||
Disposition of Intangible Assets, Gross Consideration Received | 20,000 | |||||
Professional Fees | $ 200 | |||||
Other Intangible Assets, Net | $ 2,700 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 3,900 | $ 6,000 | $ 10,316 | $ 17,622 |
Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life | 1 year | |||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life | 10 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining amounts in 2018 | $ 4,448 |
2,019 | 14,179 |
2,020 | 8,279 |
2,021 | 7,553 |
2,022 | 7,237 |
Thereafter | 7,336 |
Total | $ 49,032 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||
Schedule of Equity Method Investments [Line Items] | ||||||
Available-for-sale securities, non-current | $ 10,207 | $ 10,207 | $ 26,785 | |||
Total Investments | 109,306 | 109,306 | 135,189 | |||
Gain (loss) from changes in fair value of investments | (244) | $ (3,955) | (8,312) | $ (5,100) | ||
Impairment of other equity investment | 4,600 | |||||
Redeemable Preferred Stock | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Available-for-sale securities, non-current | 10,207 | 10,207 | 15,431 | |||
Fair Value Option Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 74,654 | 74,654 | 82,966 | |||
Other Equity Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | [1] | $ 24,445 | $ 24,445 | $ 25,438 | ||
Minimum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Available for sale securities, percent ownership of voting stock | 19.00% | 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% | 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% | 1.00% | |||
Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Available for sale securities, percent ownership of voting stock | 25.00% | 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% | 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% | 19.00% | |||
Investments | Convertible Debt Securities | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Available-for-sale securities, non-current | $ 0 | $ 0 | $ 11,354 | |||
Nearbuy | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 4,500 | 4,500 | 4,000 | |||
Gain (loss) from changes in fair value of investments | 230 | (187) | 447 | (3,608) | ||
Monster LP | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 70,200 | 70,200 | $ 78,900 | |||
Gain (loss) from changes in fair value of investments | $ (474) | $ (3,768) | $ (8,759) | $ (1,492) | ||
[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. We adopted the guidance in ASU 2016-01 on January 1, 2018. Under that guidance, we have elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. |
INVESTMENTS - Schedule of Activ
INVESTMENTS - Schedule of Activity for Available For Sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, Amortized Cost | $ 9,961 | $ 25,636 |
Available-for-sale securities, Gross Unrealized Gain | 246 | 1,653 |
Available-for-sale securities, Gross Unrealized Loss | 0 | (504) |
Available-for-sale securities, Fair Value | (10,207) | (26,785) |
Convertible Debt Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, Amortized Cost | 0 | 10,205 |
Available-for-sale securities, Gross Unrealized Gain | 0 | 1,653 |
Available-for-sale securities, Gross Unrealized Loss | 0 | (504) |
Available-for-sale securities, Fair Value | 0 | (11,354) |
Redeemable Preferred Stock | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities, Amortized Cost | 9,961 | 15,431 |
Available-for-sale securities, Gross Unrealized Gain | 246 | 0 |
Available-for-sale securities, Gross Unrealized Loss | 0 | 0 |
Available-for-sale securities, Fair Value | $ (10,207) | $ (15,431) |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Gain (loss) from changes in fair value of investments | $ (244) | $ (3,955) | $ (8,312) | $ (5,100) | |
Impairment of other equity investment | 4,600 | ||||
Monster LP | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fair value of investments | 70,200 | 70,200 | $ 78,900 | ||
Gain (loss) from changes in fair value of investments | (474) | (3,768) | (8,759) | (1,492) | |
Nearbuy | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fair value of investments | 4,500 | 4,500 | $ 4,000 | ||
Gain (loss) from changes in fair value of investments | $ 230 | $ (187) | $ 447 | $ (3,608) |
SUPPLEMENTAL CONSOLIDATED BAL_3
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||||
Document Fiscal Year Focus | 2,018 | |||
Interest income | $ 1,513 | $ 894 | $ 4,858 | $ 2,155 |
Interest expense | (5,713) | (5,156) | (16,434) | (15,423) |
Gains (losses), net on changes in fair value of investments | (244) | (3,955) | (8,312) | (5,100) |
Gain on sale of investment | 0 | 7,624 | 0 | 7,624 |
Foreign currency gains (losses), net | (1,033) | 8,186 | (12,168) | 19,063 |
Impairments of investments | (112) | 0 | (10,156) | 0 |
Other | 729 | (47) | 2,380 | 503 |
Other income (expense), net | $ (4,860) | $ 7,546 | $ (39,832) | $ 8,822 |
SUPPLEMENTAL CONSOLIDATED BAL_4
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Merchandise inventories | $ 31,737 | $ 25,528 |
Prepaid expenses | 37,847 | 40,399 |
Income taxes receivable | 9,161 | 10,299 |
Other | 19,424 | 17,799 |
Total prepaid expenses and other current assets | $ 98,169 | $ 94,025 |
SUPPLEMENTAL CONSOLIDATED BAL_5
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Merchant and Supplier Payables (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Accrued merchant payables | $ 324,161 | $ 459,662 |
Accrued supplier payables (1) | 160,465 | 310,673 |
Total accrued merchant and supplier payables | $ 484,626 | $ 770,335 |
SUPPLEMENTAL CONSOLIDATED BAL_6
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |||
Refunds reserve | $ 23,800 | $ 31,275 | |
Compensation and benefits | 56,016 | 73,096 | |
Accrued marketing | 34,948 | 32,912 | |
Customer credits | 17,420 | 28,487 | |
Income taxes payable | 11,587 | 9,645 | |
Deferred revenue | 20,709 | $ 25,800 | 29,539 |
Current portion of capital lease obligations | 21,043 | 25,958 | |
Other | 84,203 | 100,284 | |
Total accrued expenses and other current liabilities | $ 269,726 | $ 331,196 |
SUPPLEMENTAL CONSOLIDATED BAL_7
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 46,073 | $ 43,699 |
Deferred rent | 31,860 | 29,032 |
Capital lease obligations | 12,224 | 18,500 |
Deferred income taxes | 2,776 | 811 |
Other | 9,610 | 10,366 |
Total other non-current liabilities | $ 102,543 | $ 102,408 |
SUPPLEMENTAL CONSOLIDATED BAL_8
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Reclassification for impact of U.S. tax rate change | $ 161 | ||||
Other comprehensive income (loss) | $ 22 | $ (5,259) | 324 | $ (12,442) | |
Accumulated other comprehensive income (loss) | 32,329 | 32,329 | $ 31,844 | ||
Foreign currency translation adjustments | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Foreign currency translation adjustments, beginning balance | 30,962 | ||||
Reclassification for impact of U.S. tax rate change | 0 | ||||
Other comprehensive income (loss) | 1,166 | ||||
Foreign currency translation adjustments, ending balance | 32,128 | 32,128 | |||
Unrealized gain (loss) on available-for-sale securities | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other comprehensive income (loss) | (842) | ||||
Unrealized gain (loss) on available-for-sale securities, beginning balance | 882 | ||||
Unrealized gain (loss) on available-for-sale securities, ending balance | 201 | 201 | |||
Total Groupon, Inc. Stockholders' Equity | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other comprehensive income (loss) | 324 | ||||
Accumulated Other Comprehensive Income (Loss) | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive income (loss) | $ 32,329 | $ 32,329 | $ 31,844 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Notes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Principal amount | $ 250,000 | $ 250,000 |
Less: debt discount | (51,425) | (60,247) |
Net carrying amount of liability component | $ 198,575 | $ 189,753 |
Debt Instrument, Convertible, Remaining Discount Amortization Period | 3 years 6 months | |
Additional Paid-In Capital | ||
Debt Instrument [Line Items] | ||
Net carrying amount of equity component | $ 67,014 |
FINANCING ARRANGEMENTS - Sche_2
FINANCING ARRANGEMENTS - Schedule of Convertible Debt Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Disclosure [Abstract] | ||||
Contractual interest (3.25% of the principal amount per annum) | $ 2,032 | $ 2,032 | $ 6,096 | $ 6,096 |
Amortization of debt discount | 3,016 | 2,722 | 8,822 | 7,964 |
Total | $ 5,048 | $ 4,754 | $ 14,918 | $ 14,060 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) | Apr. 04, 2016USD ($)$ / sharesshares | Apr. 20, 2020 | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 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 | $ 5.20 | $ 3.77 | |||
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 | $ 262,800,000 | |||
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 | 9 Months Ended | |||
Sep. 30, 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 | $ 18.3 | $ 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 - Schedule of Future Minimum Rental Payments and Long-term Purchase Commitment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 09, 2017 |
Leases [Abstract] | |||
Remaining amounts in 2018 | $ 639 | ||
2,019 | 2,556 | ||
2,020 | 2,556 | ||
2,021 | 2,556 | ||
2,022 | 2,556 | ||
Thereafter | 5,751 | ||
Total minimum lease payments | 16,614 | ||
Other Contractual Commitments [Abstract] | |||
Remaining amounts in 2018 | 0 | ||
2,019 | 3,400 | ||
2,020 | 3,400 | ||
2,021 | 3,400 | ||
2,022 | 3,400 | ||
Total | $ 13,600 | ||
Maximum exposure of indemnification liability | $ 18,000 | ||
Groupon Latin America | |||
Other Contractual Commitments [Abstract] | |||
Estimated indemnification liability | $ 5,400 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Jul. 27, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 |
IBM Patent Litigation Case [Member] | |||||
Loss Contingencies [Line Items] | |||||
Awarded damages | $ 82.5 | ||||
Litigation Settlement, Amount Awarded from Other Party | $ 57.5 | ||||
Gain (Loss) Related to Litigation Settlement | $ 40.4 | $ 75 | |||
Litigation Settlement, Expense | 25 | ||||
Finite-lived Intangible Assets Acquired | 15.4 | ||||
IBM Lawsuit | |||||
Loss Contingencies [Line Items] | |||||
Provision for loss contingency | $ 34.6 | $ 75 |
STOCKHOLDERS' EQUITY AND COMP_3
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 215,187 | 215,187 | 885,580 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ 1.80 | $ 1.80 | $ 0.62 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 7 months 17 days | 1 year 9 months 3 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 424,000 | $ 424,000 | $ 3,967,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5 | $ 3.78 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Shares Issuable | 6,905,418 | 6,905,418 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 7,972,780 | |||||
Stock-based compensation | $ 15,026,000 | $ 19,177,000 | $ 50,670,000 | $ 60,318,000 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | |||||
Common Stock, No Par Value | $ 1,240,379 | $ 1,240,379 | ||||
Performance Share Units, Total Grant Date Fair Value, Conditions Met | $ 10,000,000 | $ 10,000,000 | ||||
Deferred Compensation Arrangement with Individual, Shares Issued | 278,635 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (670,393) | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.11 | |||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | $ 21,000 | 0 | $ 35,000 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,010,000,000 | 2,010,000,000 | ||||
Preferred Stock, Capital Shares Reserved for Future Issuance | 50,000,000 | 50,000,000 | ||||
Stock Repurchase Program, Authorized Amount | $ 300,000,000 | $ 300,000,000 | ||||
Payments for Repurchase of Common Stock | $ 0 | 61,233,000 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 54,556,190 | 54,556,190 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 2,000,000 | 1,400,000 | $ 5,700,000 | 4,700,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 112,200,000 | $ 112,200,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 4 months 9 days | |||||
Carrying Amount | [2] | $ 25,438,000 | ||||
Cost of Sales | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 582,000 | 2,039,000 | ||||
Cost of Sales | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 419,000 | $ 1,103,000 | ||||
Selling and Marketing Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 1,854,000 | 1,797,000 | 5,411,000 | 5,829,000 | ||
Selling, General and Administrative Expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 12,753,000 | 15,856,000 | 44,056,000 | 51,409,000 | ||
Restructuring Charges | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | 0 | 849,000 | 0 | 849,000 | ||
Other Income | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 0 | $ 93,000 | $ 100,000 | $ 192,000 | ||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 29,024,815 | 29,024,815 | 28,939,110 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 4.54 | $ 4.54 | $ 4.32 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 16,036,764 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.75 | |||||
Vesting of restricted stock units and performance share units (in shares) | 10,728,624 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 4.40 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (5,222,435) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 4.30 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 10,000,000 | 10,000,000 | ||||
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 | 1 year | |||||
Minimum | Employee Stock Option | ||||||
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 | |||||
Maximum | Employee Stock Option | ||||||
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 | |||||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting of restricted stock units and performance share units (in shares) | 11,007,259 | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 1,621,061 | 1,879,656 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (670,393) | |||||
[1] | (1)Represents the unrealized gains or losses 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 6, Investments, for information about our 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) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)number_of_day | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect of change in accounting principle, net of tax | $ 88,945 |
Minimum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Contract with customer, billing cycle | number_of_day | 30 |
Maximum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Contract with customer, billing cycle | number_of_day | 150 |
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 |
Total Groupon, Inc. Stockholders' Equity | Accounting Standards Update 2014-09 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect of change in accounting principle, net of tax | 88,900 |
Cumulative Effect on Retained Earnings, Tax | $ 6,700 |
REVENUE RECOGNITION - Impact of
REVENUE RECOGNITION - Impact of Topic 606 on Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | $ 592,883 | $ 634,466 | $ 1,836,819 | $ 1,970,711 | |||
Total cost of revenue | 286,894 | 325,041 | 882,287 | 1,023,768 | |||
Gross Profit | 305,989 | 309,425 | 954,532 | 946,943 | |||
Marketing Expense | 92,717 | 101,456 | 286,051 | 288,456 | |||
Selling, general and administrative | 160,214 | 214,828 | 676,399 | 677,109 | |||
Restructuring charges (credits) | 35 | 11,503 | (81) | 18,818 | |||
Total operating expenses | 252,966 | 310,638 | 962,369 | 967,234 | |||
Income (loss) from operations | 53,023 | (1,213) | (7,837) | (20,291) | |||
Other income (expense), net | (4,860) | 7,546 | (39,832) | 8,822 | |||
Income (loss) from continuing operations | 48,163 | 6,333 | (47,669) | (11,469) | |||
Income tax expense (benefit) | 988 | 2,531 | 205 | 11,001 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 47,175 | 2,940 | (47,874) | (24,221) | |||
Revenue recognized from unredeemed vouchers | 1,000 | 1,600 | |||||
Hotel reservation offering revenues | 18,000 | 9,000 | |||||
Breakage revenue | 10,000 | 27,000 | |||||
Increase related to refunds on service revenue transactions | 1,000 | 2,000 | |||||
Cumulative effect of change in accounting principle, net of tax | (88,945) | ||||||
Assets | (1,403,920) | (1,403,920) | $ (1,677,505) | ||||
Deferred revenue | 20,709 | 20,709 | $ 25,800 | 29,539 | |||
Deferred Revenue, Revenue Recognized | (25,400) | ||||||
Liabilities | 1,072,280 | 1,072,280 | 1,425,660 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 331,640 | 331,640 | 251,845 | ||||
International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 231,732 | 220,252 | 702,148 | 631,228 | |||
Gross Profit | 101,941 | 101,517 | 311,433 | 284,238 | |||
Restructuring charges (credits) | 35 | 4,532 | (258) | 6,917 | |||
Income (loss) from operations | 2,019 | 5,782 | 11,543 | 13,520 | |||
Assets | (607,209) | (607,209) | (632,433) | ||||
North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 361,151 | 414,214 | 1,134,671 | 1,339,483 | |||
Gross Profit | 204,048 | 207,908 | 643,099 | 662,705 | |||
Restructuring charges (credits) | 0 | 6,971 | 177 | 11,901 | |||
Income (loss) from operations | 51,004 | (6,995) | (19,380) | (33,811) | |||
Assets | (796,711) | (796,711) | (1,045,072) | ||||
Local | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 256,005 | 775,289 | |||||
Local | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 75,946 | 71,574 | 221,949 | 201,257 | |||
Local | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 180,059 | 194,090 | 553,340 | 602,169 | |||
Goods | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 6,605 | 23,656 | |||||
Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 2,584 | 4,370 | 10,965 | 13,638 | |||
Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 4,021 | 4,323 | 12,691 | 10,139 | |||
Travel | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 26,604 | 87,718 | |||||
Travel | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 9,387 | 9,801 | 30,529 | 31,599 | |||
Travel | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 17,217 | 18,300 | 57,189 | 61,082 | |||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | [1] | 594,451 | 1,842,609 | ||||
Total cost of revenue | 295,503 | 904,214 | |||||
Gross Profit | 298,948 | 938,395 | |||||
Marketing Expense | 94,516 | 291,557 | |||||
Selling, general and administrative | 159,451 | 673,145 | |||||
Restructuring charges (credits) | 35 | (81) | |||||
Total operating expenses | 254,002 | 964,621 | |||||
Income (loss) from operations | 44,946 | (26,226) | |||||
Other income (expense), net | (4,860) | (39,832) | |||||
Income (loss) from continuing operations | 40,086 | (66,058) | |||||
Income tax expense (benefit) | 345 | (571) | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 39,741 | (65,487) | |||||
Assets | (1,393,084) | (1,393,084) | |||||
Liabilities | 1,166,079 | 1,166,079 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 227,005 | 227,005 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | [1] | 231,293 | 703,711 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | [1] | 363,158 | 1,138,898 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Local | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 255,361 | 781,671 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Local | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 75,174 | 223,677 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Local | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 180,187 | 557,994 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 7,439 | 23,789 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 3,420 | 11,005 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 4,019 | 12,784 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Travel | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 27,982 | 86,993 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Travel | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 8,884 | 30,324 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Travel | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 19,098 | 56,669 | |||||
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) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 330,651 | 330,651 | $ 250,973 | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | [1] | 1,568 | 5,790 | ||||
Total cost of revenue | 8,609 | 21,927 | |||||
Gross Profit | (7,041) | (16,137) | |||||
Marketing Expense | 1,799 | 5,506 | |||||
Selling, general and administrative | (763) | (3,254) | |||||
Restructuring charges (credits) | 0 | 0 | |||||
Total operating expenses | 1,036 | 2,252 | |||||
Income (loss) from operations | (8,077) | (18,389) | |||||
Other income (expense), net | 0 | 0 | |||||
Income (loss) from continuing operations | (8,077) | (18,389) | |||||
Income tax expense (benefit) | (643) | (776) | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (7,434) | (17,613) | |||||
Assets | (10,836) | (10,836) | |||||
Liabilities | 93,799 | 93,799 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (104,635) | (104,635) | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | [1] | (439) | 1,563 | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | [1] | 2,007 | 4,227 | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Local | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | (644) | 6,382 | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Local | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | (772) | 1,728 | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Local | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 128 | 4,654 | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 834 | 133 | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 836 | 40 | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | (2) | 93 | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Travel | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 1,378 | (725) | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Travel | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | (503) | (205) | |||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Travel | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 1,881 | (520) | |||||
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 | (88,900) | ||||||
Cumulative Effect on Retained Earnings, Tax | 6,700 | ||||||
Accounting Standards Update 2014-09 | Prepaid expenses and other current assets | 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 | ||||||
Accounting Standards Update 2014-09 | Other non-current assets | 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 | ||||||
Accounting Standards Update 2014-09 | Accrued merchant and supplier payables | 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 | ||||||
Accounting Standards Update 2014-09 | Accrued expenses and other current liabilities | 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 | ||||||
Accounting Standards Update 2014-09 | Other non-current liabilities | 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) | ||||||
Service | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 289,214 | 302,458 | 886,663 | 919,884 | |||
Total cost of revenue | 29,792 | 41,858 | 91,167 | 123,209 | |||
Service | Local | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Gross Profit | 71,639 | 67,860 | 209,214 | 189,357 | |||
Service | Local | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Gross Profit | 159,379 | 162,914 | 491,420 | 511,865 | |||
Service | Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Gross Profit | 2,320 | 3,639 | 9,972 | 11,800 | |||
Service | Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Gross Profit | 3,634 | 3,205 | 10,565 | 7,719 | |||
Service | Travel | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Gross Profit | 8,649 | 8,922 | 28,219 | 28,954 | |||
Service | Travel | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Gross Profit | 13,801 | 14,060 | 46,106 | 46,980 | |||
Service | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 290,782 | 892,453 | |||||
Total cost of revenue | 38,401 | 113,094 | |||||
Service | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 1,568 | 5,790 | |||||
Total cost of revenue | 8,609 | 21,927 | |||||
Product | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 303,669 | 332,008 | 950,156 | 1,050,827 | |||
Total cost of revenue | 257,102 | 283,183 | 791,120 | 900,559 | |||
Product | Goods | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 303,669 | 950,156 | |||||
Product | Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 143,815 | 134,507 | 438,705 | 384,734 | |||
Gross Profit | 19,333 | 21,096 | 64,028 | 54,127 | |||
Product | Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 159,854 | 197,501 | 511,451 | 666,093 | |||
Gross Profit | 27,234 | $ 27,729 | 95,008 | $ 96,141 | |||
Product | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 303,669 | 950,156 | |||||
Total cost of revenue | 257,102 | 791,120 | |||||
Product | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 303,669 | 950,156 | |||||
Product | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 143,815 | 438,705 | |||||
Product | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 159,854 | 511,451 | |||||
Product | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 0 | 0 | |||||
Total cost of revenue | 0 | 0 | |||||
Product | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 0 | 0 | |||||
Product | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods | International | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 0 | 0 | |||||
Product | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Goods | North America | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total revenue | 0 | $ 0 | |||||
Foreign Tax Authority [Member] | Accounting Standards Update 2014-09 | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Income tax expense (benefit) | $ 6,400 | ||||||
[1] | (1)North America includes revenue from the United States of $352.3 million and $410.5 million for the three months ended September 30, 2018 and 2017, respectively, and $1,108.8 million and $1,317.9 million for the nine months ended September 30, 2018 and 2017, respectively. International includes revenue from the United Kingdom of $94.0 million and $82.2 million for the three months ended September 30, 2018 and 2017, respectively, and $268.5 million and $222.1 million for the nine months ended September 30, 2018 and 2017, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2018 and 2017. |
REVENUE RECOGNITION - Liability
REVENUE RECOGNITION - Liability for Customer Credits Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Movement in Customer Refundable Fees [Roll Forward] | |
Balance as of January 1, 2018 | $ 19,414 |
Credits issued | 97,586 |
Credits redeemed | (83,818) |
Breakage revenue recognized | (15,639) |
Foreign currency translation | (123) |
Balance as of September 30, 2018 | $ 17,420 |
REVENUE RECOGNITION - Performan
REVENUE RECOGNITION - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | Sep. 30, 2018 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 12 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 18 months |
RESTRUCTURING - Summary of Cost
RESTRUCTURING - Summary of Costs Incurred by Segment Related to Restructuring (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 31 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($)employee | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($)employee | Mar. 31, 2018USD ($) | ||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | $ 35 | $ 11,503 | $ (81) | $ 18,818 | ||
Number of employees terminated | employee | 400 | 750 | ||||
Employee Severance and Benefit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Cumulative incurred costs | $ 80,100 | |||||
Restructuring charges (credits) | [1] | 48 | $ 7,958 | (298) | $ 13,032 | |
Asset Impairments Related to Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Cumulative incurred costs | $ 7,500 | |||||
Other Exit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | (13) | 3,545 | 217 | 5,786 | ||
North America | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | 0 | 6,971 | 177 | 11,901 | ||
North America | Employee Severance and Benefit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | [1] | 0 | 3,662 | 0 | 8,127 | |
North America | Other Exit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | 0 | 3,309 | 177 | 3,774 | ||
International | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | 35 | 4,532 | (258) | 6,917 | ||
International | Employee Severance and Benefit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | [1] | 48 | 4,296 | (298) | 4,905 | |
International | Other Exit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges (credits) | $ (13) | $ 236 | $ 40 | $ 2,012 | ||
Facility Closing | International | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of countries in which operations were ceased within | 17 | 17 | ||||
[1] | (1) |
RESTRUCTURING - Schedule of Res
RESTRUCTURING - Schedule of Restructuring Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Restructuring Liability Rollforward [Roll Forward] | |
Restructuring reserve, beginning balance | $ 4,121 |
Charges payable in cash | (81) |
Cash payments | (2,549) |
Foreign currency translation | (69) |
Restructuring reserve, ending balance | 1,422 |
Employee Severance and Benefit Costs | |
Restructuring Liability Rollforward [Roll Forward] | |
Restructuring reserve, beginning balance | 3,817 |
Charges payable in cash | (298) |
Cash payments | (2,028) |
Foreign currency translation | (69) |
Restructuring reserve, ending balance | 1,422 |
Other Exit Costs | |
Restructuring Liability Rollforward [Roll Forward] | |
Restructuring reserve, beginning balance | 304 |
Charges payable in cash | 217 |
Cash payments | (521) |
Foreign currency translation | 0 |
Restructuring reserve, ending balance | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax expense (benefit) | $ 988 | $ 2,531 | $ 205 | $ 11,001 | |
Income (loss) from continuing operations | 48,163 | $ 6,333 | (47,669) | $ (11,469) | |
Accounting Standards Update 2014-09 | Foreign Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax expense (benefit) | 6,400 | ||||
International | |||||
Operating Loss Carryforwards [Line Items] | |||||
Proposed income tax assessment penalties | $ 134,000 | ||||
Decrease in unrecognized benefits | $ 42,000 | $ 42,000 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Apr. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 1,543 | $ 1,543 | $ 2,600 | |
Impairment of other equity investment | $ 4,600 | |||
Monster LP | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assumption for Fair Value of Assets or Liabilities that relate to Transferor's Continuing Involvement, 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 | Sep. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value option investments | $ 74,654 | $ 74,898 | $ 82,966 | $ 77,484 | $ 81,439 | $ 82,584 | |
Available-for-sale Securities | 10,207 | 26,785 | |||||
Contingent consideration | 1,543 | $ 2,600 | |||||
Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets: | 137,975 | ||||||
Fair value option investments | 74,654 | 82,966 | |||||
Fair Value, Measurements, Recurring | Level 1 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets: | 137,975 | ||||||
Fair value option investments | 0 | 0 | |||||
Contingent consideration | 0 | ||||||
Fair Value, Measurements, Recurring | Level 2 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets: | 0 | ||||||
Fair value option investments | 0 | 0 | |||||
Contingent consideration | 0 | ||||||
Fair Value, Measurements, Recurring | Level 3 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets: | 0 | ||||||
Fair value option investments | 74,654 | 82,966 | |||||
Contingent consideration | 1,543 | ||||||
Convertible Debt Securities | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Available-for-sale Securities | 11,354 | ||||||
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 | ||||||
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 | ||||||
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 | 11,354 | ||||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Available-for-sale Securities | 10,207 | 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 | $ 10,207 | $ 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 | 9 Months Ended | ||||||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | $ 74,654 | $ 74,654 | $ 74,898 | $ 82,966 | $ 77,484 | $ 81,439 | $ 82,584 | |||||
Gain (loss) from changes in fair value of investments | (244) | $ (3,955) | (8,312) | $ (5,100) | ||||||||
Unrealized Gains (Losses) Still Held - Assets | [1] | (244) | (3,955) | (8,312) | (5,100) | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,543 | 1,543 | 1,542 | 0 | 0 | 0 | 14,588 | |||||
Contingent consideration liability incurred in connection with acquisition of business | 0 | 0 | 1,589 | 0 | ||||||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | 0 | (7,858) | ||||||||
Reclassification of contingent liability to non-fair value | 0 | 0 | 0 | (6,778) | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, Low | (20) | $ 0 | (81) | $ 0 | ||||||||
Purchases of Convertible Debt | 0 | 1,612 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | [2] | 21 | 0 | 35 | 48 | |||||||
Fair Value, Measurement with Unobservable Inputs, Unrealized Gain Loss | [1] | 21 | 0 | 35 | 0 | |||||||
Redeemable Preferred Stock | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | 10,207 | 10,207 | 9,961 | 15,431 | 15,552 | 15,923 | 17,444 | |||||
Unrealized Gains (Losses) Still Held - Assets | [1] | 246 | (371) | (5,224) | (1,892) | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | 246 | (371) | 246 | (1,892) | ||||||||
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | 0 | 0 | 5,000 | 0 | ||||||||
Convertible Debt Securities | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | 0 | 0 | $ 10,236 | 11,354 | $ 11,232 | $ 10,868 | $ 10,038 | |||||
Unrealized Gains (Losses) Still Held - Assets | [1] | 0 | 364 | 0 | 1,180 | |||||||
Proceeds from Convertible Debt | (8,594) | 0 | (8,594) | (1,843) | ||||||||
available-for-sale investment transfer to other equity investment | (1,500) | 0 | (4,008) | 0 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | (106) | 146 | (1,148) | (387) | ||||||||
Unrealized Gain (Loss) on Securities | (36) | $ 218 | 2,396 | $ 1,812 | ||||||||
Convertible Debt Securities | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Payments to Acquire Investments | 0 | 0 | ||||||||||
Fair Value, Measurements, Recurring [Member] | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | 74,654 | 74,654 | 82,966 | |||||||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | 0 | 0 | 0 | |||||||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | 0 | 0 | 0 | |||||||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Fair value option investments | $ 74,654 | $ 74,654 | $ 82,966 | |||||||||
[1] | (1)Represents the unrealized gains or losses 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] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmJjYTdjYzVjMjRjZDQ5ZDhiNDYxMzZhMjAwNmRiZDNlfFRleHRTZWxlY3Rpb246REUxQjkzNTA2MEMxNDc1MzNCQjY2ODA5RTdEMTY0RDIM} |
FAIR VALUE MEASUREMENTS - Fai_2
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 6, Investments, for information about our 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net income (loss) - continuing operations | $ 47,175 | $ 3,802 | $ (47,874) | $ (22,470) |
Less: Net income (loss) attributable to noncontrolling interests | 2,560 | 2,881 | 9,433 | 9,460 |
Net income (loss) attributable to common stockholders - continuing operations | 44,615 | 921 | (57,307) | (31,930) |
Income (loss) from discontinued operations, net of tax | 0 | (862) | 0 | (1,751) |
Net income (loss) attributable to common stockholders | $ 44,615 | $ 59 | $ (57,307) | $ (33,681) |
Denominator | ||||
Weighted-average common shares outstanding (in shares) | 568,634,988 | 557,221,040 | 565,227,625 | 559,726,154 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 7,744,433 | 9,448,009 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 576,379,421 | 566,669,049 | 565,227,625 | 559,726,154 |
Basic and diluted net income (loss) per share (1): | ||||
Continuing operations (in usd per share) | $ 0.08 | $ 0 | $ (0.10) | $ (0.06) |
Discontinued operations (in usd per share) | 0 | 0 | 0 | 0 |
Basic and diluted net income (loss) per share (in usd per share) | $ 0.08 | $ 0 | $ (0.10) | $ (0.06) |
INCOME (LOSS) PER SHARE - Sch_2
INCOME (LOSS) PER SHARE - Schedule of Weighted-Average Potentially Dilutive Instruments (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 105,071,010 | 99,829,018 | 125,738,830 | 123,799,669 |
Performance Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable upon vesting of outstanding performance share units (in shares) | 5,326,725 | 1,179,984 | ||
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) | 12,462,410 | 7,220,418 | 31,072,428 | 27,801,509 |
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) | 16,000 | 16,000 | 2,073,802 | 3,405,560 |
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 | 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 | 46,296,300 | 46,296,300 |
SEGMENT INFORMATION Schedule of
SEGMENT INFORMATION Schedule of Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 592,883 | $ 634,466 | $ 1,836,819 | $ 1,970,711 |
North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 361,151 | 414,214 | 1,134,671 | 1,339,483 |
International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 231,732 | 220,252 | 702,148 | 631,228 |
Local | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 256,005 | 775,289 | ||
Local | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 180,059 | 194,090 | 553,340 | 602,169 |
Local | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 75,946 | 71,574 | 221,949 | 201,257 |
Goods | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 6,605 | 23,656 | ||
Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 4,021 | 4,323 | 12,691 | 10,139 |
Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 2,584 | 4,370 | 10,965 | 13,638 |
Travel | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 26,604 | 87,718 | ||
Travel | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 17,217 | 18,300 | 57,189 | 61,082 |
Travel | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 9,387 | 9,801 | 30,529 | 31,599 |
UNITED STATES | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Revenues | 1,108,800 | 1,317,900 | 352,300 | 410,500 |
UNITED KINGDOM | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Revenues | 268,500 | 222,100 | 94,000 | 82,200 |
Product | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 303,669 | 332,008 | 950,156 | 1,050,827 |
Product | Goods | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 303,669 | 950,156 | ||
Product | Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 159,854 | 197,501 | 511,451 | 666,093 |
Product | Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 143,815 | $ 134,507 | $ 438,705 | $ 384,734 |
SEGMENT INFORMATION Schedule _2
SEGMENT INFORMATION Schedule of Gross Profit by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Gross Profit | $ 305,989 | $ 309,425 | $ 954,532 | $ 946,943 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 204,048 | 207,908 | 643,099 | 662,705 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 101,941 | 101,517 | 311,433 | 284,238 |
Service | Local | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 159,379 | 162,914 | 491,420 | 511,865 |
Service | Local | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 71,639 | 67,860 | 209,214 | 189,357 |
Service | Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 3,634 | 3,205 | 10,565 | 7,719 |
Service | Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 2,320 | 3,639 | 9,972 | 11,800 |
Service | Travel | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 13,801 | 14,060 | 46,106 | 46,980 |
Service | Travel | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 8,649 | 8,922 | 28,219 | 28,954 |
Product | Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 27,234 | 27,729 | 95,008 | 96,141 |
Product | Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | $ 19,333 | $ 21,096 | $ 64,028 | $ 54,127 |
SEGMENT INFORMATION Schedule _3
SEGMENT INFORMATION Schedule of Operating Income by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Operating Income (Loss) by Segment | ||||
Income (loss) from operations | $ 53,023 | $ (1,213) | $ (7,837) | $ (20,291) |
Stock-based compensation | 15,026 | 19,177 | 50,670 | 60,318 |
Acquisition related (benefit) expense, net | 700 | |||
Restructuring charges (credits) | 35 | 11,503 | (81) | 18,818 |
North America | ||||
Schedule of Operating Income (Loss) by Segment | ||||
Income (loss) from operations | 51,004 | (6,995) | (19,380) | (33,811) |
Stock-based compensation | 13,800 | 16,900 | 46,700 | 55,200 |
Restructuring charges (credits) | 0 | 6,971 | 177 | 11,901 |
International | ||||
Schedule of Operating Income (Loss) by Segment | ||||
Income (loss) from operations | 2,019 | 5,782 | 11,543 | 13,520 |
Stock-based compensation | 1,200 | 1,400 | 3,900 | 4,100 |
Restructuring charges (credits) | 35 | $ 4,532 | (258) | $ 6,917 |
IBM Lawsuit | ||||
Schedule of Operating Income (Loss) by Segment | ||||
Provision for loss contingency | $ 34,600 | $ 75,000 |
SEGMENT INFORMATION Schedule _4
SEGMENT INFORMATION Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,403,920 | $ 1,677,505 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 796,711 | 1,045,072 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 607,209 | 632,433 |
UNITED STATES | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 777,300 | 1,006,200 |
IRELAND | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 145,300 | $ 219,700 |