Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-35335 | |
Entity Registrant Name | Groupon, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0903295 | |
Entity Address, Address Line One | 600 W Chicago Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60654 | |
City Area Code | (312) | |
Local Phone Number | 334-1579 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | GRPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 564,733,867 | |
Entity Central Index Key | 0001490281 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 567,285 | $ 841,021 |
Accounts receivable, net | 56,094 | 69,493 |
Prepaid expenses and other current assets | 81,667 | 88,115 |
Total current assets | 705,046 | 998,629 |
Property, equipment and software, net | 133,071 | 143,117 |
Right-of-use assets - operating leases, net | 112,133 | 0 |
Goodwill | 319,557 | 325,491 |
Intangible assets, net | 36,497 | 45,401 |
Investments | 38,124 | 108,515 |
Other non-current assets | 26,274 | 20,989 |
Total Assets | 1,370,702 | 1,642,142 |
Current liabilities: | ||
Accounts payable | 21,485 | 38,359 |
Accrued merchant and supplier payables | 428,177 | 651,781 |
Accrued expenses and other current liabilities | 239,104 | 267,034 |
Total current liabilities | 688,766 | 957,174 |
Convertible senior notes, net | 211,441 | 201,669 |
Operating lease obligations | 118,408 | 0 |
Other non-current liabilities | 50,961 | 100,688 |
Total Liabilities | 1,069,576 | 1,259,531 |
Stockholders' Equity | ||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | 76 | 76 |
Additional paid-in capital | 2,294,000 | 2,234,560 |
Treasury stock, at cost, 205,882,355 and 191,855,128 shares at September 30, 2019 and December 31, 2018 | (922,666) | (877,491) |
Accumulated deficit | (1,109,917) | (1,010,499) |
Accumulated other comprehensive income (loss) | 38,877 | 34,602 |
Total Groupon, Inc. Stockholders' Equity | 300,370 | 381,248 |
Noncontrolling interests | 756 | 1,363 |
Total Equity | 301,126 | 382,611 |
Total Liabilities and Equity | $ 1,370,702 | $ 1,642,142 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,010,000,000 | 2,010,000,000 |
Common stock, shares issued (in shares) | 769,175,284 | 760,939,440 |
Common stock, shares outstanding (in shares) | 563,292,929 | 569,084,312 |
Treasury Stock | ||
Treasury stock (in shares) | 205,882,355 | 191,855,128 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Total revenue | $ 495,612 | $ 592,883 | $ 1,606,599 | $ 1,836,819 |
Cost of revenue: | ||||
Total cost of revenue | 217,672 | 286,894 | 730,511 | 882,287 |
Gross profit | 277,940 | 305,989 | 876,088 | 954,532 |
Operating expenses: | ||||
Marketing | 74,976 | 92,717 | 257,296 | 286,051 |
Selling, general and administrative | 198,327 | 160,249 | 619,099 | 676,318 |
Total operating expenses | 273,303 | 252,966 | 876,395 | 962,369 |
Income (loss) from operations | 4,637 | 53,023 | (307) | (7,837) |
Other income (expense), net | (17,253) | (4,860) | (92,602) | (39,832) |
Income (loss) from continuing operations before provision (benefit) for income taxes | (12,616) | 48,163 | (92,909) | (47,669) |
Provision (benefit) for income taxes | 2,069 | 988 | 591 | 205 |
Income (loss) from continuing operations | (14,685) | 47,175 | (93,500) | (47,874) |
Income (loss) from discontinued operations, net of tax | 0 | 0 | 2,162 | 0 |
Net income (loss) | (14,685) | 47,175 | (91,338) | (47,874) |
Net income (loss) attributable to Groupon, Inc. | $ (16,685) | $ 44,615 | $ (99,418) | $ (57,307) |
Basic and diluted net income (loss) per share: | ||||
Continuing operations (in usd per share) | $ (0.03) | $ 0.08 | $ (0.18) | $ (0.10) |
Discontinued operations (in usd per share) | 0 | 0 | 0.01 | 0 |
Basic and diluted net income (loss) per share (in usd per share) | $ (0.03) | $ 0.08 | $ (0.17) | $ (0.10) |
Weighted average number of shares outstanding | ||||
Basic (in shares) | 566,971,238 | 568,634,988 | 568,339,335 | 565,227,625 |
Diluted (in shares) | 566,971,238 | 576,379,421 | 568,339,335 | 565,227,625 |
Comprehensive income (loss): | ||||
Net change in unrealized gain (loss) on foreign currency translation adjustments | $ 4,439 | $ (72) | $ 4,426 | $ 1,166 |
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of ($16) and $46 for the three months ended September 30, 2019 and 2018, and ($51) and $60 for the nine months ended September 30, 2019 and 2018) | (47) | 94 | (151) | (842) |
Other comprehensive income (loss) | 4,392 | 22 | 4,275 | 324 |
Comprehensive income (loss) | (10,293) | 47,197 | (87,063) | (47,550) |
Comprehensive income (loss) attributable to noncontrolling interest | (2,000) | (2,560) | (8,080) | (9,433) |
Comprehensive income (loss) attributable to Groupon, Inc. | (12,293) | 44,637 | (95,143) | (56,983) |
Service | ||||
Revenue: | ||||
Total revenue | 268,080 | 289,214 | 831,510 | 886,663 |
Cost of revenue: | ||||
Total cost of revenue | 28,947 | 29,792 | 86,169 | 91,167 |
Product | ||||
Revenue: | ||||
Total revenue | 227,532 | 303,669 | 775,089 | 950,156 |
Cost of revenue: | ||||
Total cost of revenue | 188,725 | 257,102 | 644,342 | 791,120 |
Continuing Operations | ||||
Comprehensive income (loss): | ||||
Other comprehensive income (loss) | 4,392 | 22 | 4,275 | 324 |
Discontinued Operations, Disposed of by Sale | ||||
Comprehensive income (loss): | ||||
Other comprehensive income (loss) | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of ($16) and $46 for the three months ended September 30, 2019 and 2018, and ($51) and $60 for the nine months ended September 30, 2019 and 2018) | $ (16) | $ 46 | $ (51) | $ 60 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 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 | Accounting Standards Update 2018-02Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | $ 75 | ||||||||
Additional paid-in capital | $ 2,174,708 | ||||||||
Accumulated deficit | $ (1,088,204) | ||||||||
Accumulated other comprehensive income (loss) | $ 31,844 | ||||||||
Noncontrolling interests | $ 872 | ||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 748,541,862 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2017 | (188,602,242) | ||||||||
Treasury stock, beginning balance at Dec. 31, 2017 | $ (867,450) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 88,945 | 88,945 | $ 88,945 | $ (161) | |||||
Reclassification for impact of U.S. tax rate change | 161 | ||||||||
Beginning balance at Dec. 31, 2017 | 251,845 | 250,973 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) attributable to noncontrolling interest | (6,888) | ||||||||
Other Comprehensive Income (Loss), Net of Tax | (2,069) | ||||||||
Comprehensive income (loss) attributable to Groupon, Inc. | (8,957) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interest | 4,093 | ||||||||
Comprehensive income (loss) | (4,864) | ||||||||
Exercise in stock options (in shares) | 2,400 | ||||||||
Exercise of stock options | 6 | 6 | 6 | ||||||
Vesting of restricted stock units and performance share units (in shares) | 4,157,462 | ||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||
Shares issued under employee stock purchase plan (in shares) | 746,773 | ||||||||
Shares issued under employee stock purchase plan | 2,434 | 2,434 | 2,434 | ||||||
Shares issued to settle liability-classified awards (in shares) | 1,240,379 | ||||||||
Shares issues to settle liability-classified awards | 6,436 | 6,436 | 6,436 | ||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (2,024,590) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (9,355) | (9,355) | (9,355) | ||||||
Stock-based compensation on equity-classified awards | 18,240 | 18,240 | 18,240 | ||||||
Distributions to noncontrolling interest holders | (3,315) | (3,315) | |||||||
Ending balance (in shares) at Mar. 31, 2018 | 752,664,286 | ||||||||
Ending balance at Mar. 31, 2018 | 350,372 | 348,722 | |||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2018 | (188,602,242) | ||||||||
Treasury stock, ending balance at Mar. 31, 2018 | $ (867,450) | ||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 748,541,862 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2017 | (188,602,242) | ||||||||
Treasury stock, beginning balance at Dec. 31, 2017 | $ (867,450) | ||||||||
Beginning balance at Dec. 31, 2017 | 251,845 | 250,973 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) attributable to noncontrolling interest | (47,874) | ||||||||
Other Comprehensive Income (Loss), Net of Tax | 324 | ||||||||
Comprehensive income (loss) attributable to Groupon, Inc. | (56,983) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interest | 9,433 | ||||||||
Comprehensive income (loss) | (47,550) | ||||||||
Net income (loss) attributable to parent | (57,307) | ||||||||
Ending balance (in shares) at Sep. 30, 2018 | 758,800,610 | ||||||||
Ending balance at Sep. 30, 2018 | 331,640 | 330,651 | |||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2018 | (188,602,242) | ||||||||
Treasury stock, ending balance at Sep. 30, 2018 | $ (867,450) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | $ 75 | ||||||||
Additional paid-in capital | 2,192,469 | ||||||||
Accumulated deficit | (1,006,308) | ||||||||
Accumulated other comprehensive income (loss) | 29,936 | ||||||||
Noncontrolling interests | 1,650 | ||||||||
Beginning balance (in shares) at Mar. 31, 2018 | 752,664,286 | ||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2018 | (188,602,242) | ||||||||
Treasury stock, beginning balance at Mar. 31, 2018 | $ (867,450) | ||||||||
Beginning balance at Mar. 31, 2018 | 350,372 | 348,722 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other Comprehensive Income (Loss), Net of Tax | 2,371 | ||||||||
Comprehensive income (loss) attributable to Groupon, Inc. | (92,663) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interest | 2,780 | ||||||||
Comprehensive income (loss) | (89,883) | ||||||||
Net income (loss) attributable to parent | (95,034) | ||||||||
Exercise in stock options (in shares) | 665,343 | ||||||||
Exercise of stock options | 64 | 64 | 64 | ||||||
Vesting of restricted stock units and performance share units (in shares) | 3,628,257 | ||||||||
Vesting of restricted stock units and performance share units | 0 | $ 1 | (1) | ||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (1,151,259) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (5,144) | (5,144) | (5,144) | ||||||
Stock-based compensation on equity-classified awards | 19,353 | 19,353 | 19,353 | ||||||
Distributions to noncontrolling interest holders | (3,625) | (3,625) | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 755,806,627 | ||||||||
Ending balance at Jun. 30, 2018 | 271,137 | 270,332 | |||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2018 | (188,602,242) | ||||||||
Treasury stock, ending balance at Jun. 30, 2018 | $ (867,450) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | $ 76 | ||||||||
Additional paid-in capital | 2,206,741 | ||||||||
Accumulated deficit | (1,101,342) | ||||||||
Accumulated other comprehensive income (loss) | 32,307 | ||||||||
Noncontrolling interests | 805 | ||||||||
Net income (loss) attributable to noncontrolling interest | 47,175 | ||||||||
Other Comprehensive Income (Loss), Net of Tax | 22 | 22 | |||||||
Comprehensive income (loss) attributable to Groupon, Inc. | 44,637 | 44,637 | |||||||
Comprehensive income (loss) attributable to noncontrolling interest | 2,560 | 2,560 | |||||||
Comprehensive income (loss) | 47,197 | ||||||||
Net income (loss) attributable to parent | 44,615 | 44,615 | |||||||
Exercise in stock options (in shares) | 2,650 | ||||||||
Exercise of stock options | 6 | 6 | 6 | ||||||
Vesting of restricted stock units and performance share units (in shares) | 3,221,540 | ||||||||
Shares issued under employee stock purchase plan (in shares) | 874,288 | ||||||||
Shares issued under employee stock purchase plan | 3,200 | 3,200 | 3,200 | ||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (1,104,495) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (4,531) | (4,531) | (4,531) | ||||||
Stock-based compensation on equity-classified awards | 17,007 | 17,007 | 17,007 | ||||||
Distributions to noncontrolling interest holders | (2,376) | (2,376) | |||||||
Ending balance (in shares) at Sep. 30, 2018 | 758,800,610 | ||||||||
Ending balance at Sep. 30, 2018 | 331,640 | 330,651 | |||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2018 | (188,602,242) | ||||||||
Treasury stock, ending balance at Sep. 30, 2018 | $ (867,450) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | $ 76 | ||||||||
Additional paid-in capital | 2,222,423 | ||||||||
Accumulated deficit | (1,056,727) | ||||||||
Accumulated other comprehensive income (loss) | 32,329 | ||||||||
Noncontrolling interests | 989 | ||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | 76 | $ 76 | |||||||
Additional paid-in capital | 2,234,560 | 2,234,560 | |||||||
Accumulated deficit | (1,010,499) | (1,010,499) | |||||||
Accumulated other comprehensive income (loss) | 34,602 | 34,602 | |||||||
Noncontrolling interests | 1,363 | 1,363 | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 760,939,440 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2018 | (191,855,128) | ||||||||
Treasury stock, beginning balance at Dec. 31, 2018 | 877,491 | $ (877,491) | |||||||
Beginning balance at Dec. 31, 2018 | 382,611 | 381,248 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) attributable to noncontrolling interest | (35,695) | (42,487) | 3,479 | ||||||
Other Comprehensive Income (Loss), Net of Tax | 3,313 | ||||||||
Net income (loss) attributable to parent | (39,174) | ||||||||
Exercise in stock options (in shares) | 12,500 | ||||||||
Exercise of stock options | 8 | 8 | 8 | ||||||
Vesting of restricted stock units and performance share units (in shares) | 4,160,415 | ||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||
Shares issued under employee stock purchase plan (in shares) | 719,297 | ||||||||
Shares issued under employee stock purchase plan | 1,998 | 1,998 | 1,998 | ||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (1,585,728) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (5,681) | (5,681) | (5,681) | ||||||
Purchases of treasury stock (in shares) | (4,407,995) | ||||||||
Repurchases of common stock | (15,055) | $ (15,055) | (15,055) | ||||||
Stock-based compensation on equity-classified awards | 17,731 | 17,731 | 17,731 | ||||||
Distributions to noncontrolling interest holders | (3,521) | (3,521) | |||||||
Ending balance (in shares) at Mar. 31, 2019 | 764,245,924 | ||||||||
Ending balance at Mar. 31, 2019 | 342,396 | 341,075 | |||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2019 | (196,263,123) | ||||||||
Treasury stock, ending balance at Mar. 31, 2019 | $ (892,546) | ||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 760,939,440 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2018 | (191,855,128) | ||||||||
Treasury stock, beginning balance at Dec. 31, 2018 | 877,491 | $ (877,491) | |||||||
Beginning balance at Dec. 31, 2018 | 382,611 | 381,248 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) attributable to noncontrolling interest | (91,338) | ||||||||
Other Comprehensive Income (Loss), Net of Tax | 4,275 | ||||||||
Comprehensive income (loss) attributable to Groupon, Inc. | (95,143) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interest | 8,080 | ||||||||
Comprehensive income (loss) | (87,063) | ||||||||
Net income (loss) attributable to parent | $ (99,418) | ||||||||
Exercise in stock options (in shares) | 42,500 | ||||||||
Ending balance (in shares) at Sep. 30, 2019 | 769,175,284 | ||||||||
Ending balance at Sep. 30, 2019 | $ 301,126 | 300,370 | |||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2019 | (205,882,355) | ||||||||
Treasury stock, ending balance at Sep. 30, 2019 | 922,666 | $ (922,666) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | $ 76 | ||||||||
Additional paid-in capital | 2,248,616 | ||||||||
Accumulated deficit | (1,052,986) | ||||||||
Accumulated other comprehensive income (loss) | 37,915 | ||||||||
Noncontrolling interests | 1,321 | ||||||||
Beginning balance (in shares) at Mar. 31, 2019 | 764,245,924 | ||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2019 | (196,263,123) | ||||||||
Treasury stock, beginning balance at Mar. 31, 2019 | $ (892,546) | ||||||||
Beginning balance at Mar. 31, 2019 | 342,396 | 341,075 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) attributable to noncontrolling interest | (41,075) | (40,246) | 2,601 | ||||||
Other Comprehensive Income (Loss), Net of Tax | (3,430) | ||||||||
Net income (loss) attributable to parent | (43,676) | ||||||||
Exercise in stock options (in shares) | 30,000 | ||||||||
Exercise of stock options | 32 | 32 | 32 | ||||||
Vesting of restricted stock units and performance share units (in shares) | 4,404,213 | ||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (1,524,402) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (5,387) | (5,387) | (5,387) | ||||||
Purchases of treasury stock (in shares) | (4,228,148) | ||||||||
Repurchases of common stock | (15,053) | $ (15,053) | (15,053) | ||||||
Stock-based compensation on equity-classified awards | 28,339 | 28,339 | 28,339 | ||||||
Distributions to noncontrolling interest holders | (3,113) | (3,113) | |||||||
Ending balance (in shares) at Jun. 30, 2019 | 767,155,735 | ||||||||
Ending balance at Jun. 30, 2019 | 306,139 | 305,330 | |||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2019 | (200,491,271) | ||||||||
Treasury stock, ending balance at Jun. 30, 2019 | $ (907,599) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | $ 76 | ||||||||
Additional paid-in capital | 2,271,600 | ||||||||
Accumulated deficit | (1,093,232) | ||||||||
Accumulated other comprehensive income (loss) | 34,485 | ||||||||
Noncontrolling interests | 809 | ||||||||
Net income (loss) attributable to noncontrolling interest | (14,685) | (16,685) | 2,000 | ||||||
Other Comprehensive Income (Loss), Net of Tax | 4,392 | 4,392 | |||||||
Comprehensive income (loss) attributable to Groupon, Inc. | (12,293) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interest | 2,000 | ||||||||
Comprehensive income (loss) | (10,293) | ||||||||
Net income (loss) attributable to parent | (16,685) | (12,293) | |||||||
Vesting of restricted stock units and performance share units (in shares) | 1,986,101 | ||||||||
Shares issued under employee stock purchase plan (in shares) | 766,709 | ||||||||
Shares issued under employee stock purchase plan | 2,085 | 2,085 | 2,085 | ||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (733,261) | ||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (2,049) | (2,049) | (2,049) | ||||||
Purchases of treasury stock (in shares) | (5,391,084) | ||||||||
Repurchases of common stock | (15,067) | $ (15,067) | (15,067) | ||||||
Stock-based compensation on equity-classified awards | 22,364 | 22,364 | 22,364 | ||||||
Distributions to noncontrolling interest holders | (2,053) | (2,053) | |||||||
Ending balance (in shares) at Sep. 30, 2019 | 769,175,284 | ||||||||
Ending balance at Sep. 30, 2019 | 301,126 | $ 300,370 | |||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2019 | (205,882,355) | ||||||||
Treasury stock, ending balance at Sep. 30, 2019 | 922,666 | $ (922,666) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 769,175,284 shares issued and 563,292,929 shares outstanding at September 30, 2019; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018 | 76 | $ 76 | |||||||
Additional paid-in capital | 2,294,000 | $ 2,294,000 | |||||||
Accumulated deficit | (1,109,917) | $ (1,109,917) | |||||||
Accumulated other comprehensive income (loss) | 38,877 | $ 38,877 | |||||||
Noncontrolling interests | $ 756 | $ 756 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | ||
Operating activities | |||
Net income (loss) | $ (91,338) | $ (47,874) | |
Less: Income (loss) from discontinued operations, net of tax | (2,162) | 0 | |
Income (loss) from continuing operations | (93,500) | (47,874) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment and software | 69,986 | 76,984 | |
Amortization of acquired intangible assets | 11,419 | 10,316 | |
Stock-based compensation | 62,517 | 50,670 | |
Impairments of investments | 0 | 10,156 | |
Deferred income taxes | 816 | (6,575) | |
(Gain) loss from changes in fair value of investments | 68,971 | 8,312 | |
Amortization of debt discount on convertible senior notes | 9,772 | 8,822 | |
Change in assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | 12,581 | 20,217 | |
Prepaid expenses and other current assets | 2,591 | (2,695) | |
Accounts payable | (16,892) | (16,034) | |
Accrued merchant and supplier payables | (216,127) | (214,748) | |
Accrued expenses and other current liabilities | (62,728) | (45,175) | |
Other, net | 20,476 | 14,663 | |
Net cash provided by (used in) operating activities from continuing operations | (130,118) | (132,961) | |
Net cash provided by (used in) operating activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) operating activities | (130,118) | (132,961) | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (51,854) | (53,611) | |
Proceeds from Sale of Intangible Assets | 0 | 1,500 | |
Proceeds from Sale, Maturity and Collection of Investments | 0 | 8,594 | |
Acquisition of business, net of acquired cash | 0 | (57,821) | |
Acquisitions of intangible assets and other investing activities | (3,037) | (17,147) | |
Net cash provided by (used in) investing activities from continuing operations | (54,891) | (118,485) | |
Net cash provided by (used in) investing activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) investing activities | (54,891) | (118,485) | |
Financing activities | |||
Issuance costs for revolving credit agreement | (2,384) | 0 | |
Payments for repurchases of common stock | (44,162) | 0 | |
Taxes paid related to net share settlements of stock-based compensation awards | (13,975) | (18,638) | |
Proceeds from stock option exercises and employee stock purchase plan | 4,123 | 5,710 | |
Distributions to noncontrolling interest holders | (8,687) | (9,316) | |
Payments of finance lease obligations | (16,868) | ||
Payments of finance lease obligations | (25,289) | ||
Payments of contingent consideration related to acquisitions | 0 | 1,815 | |
Net cash provided by (used in) financing activities | (81,953) | (49,348) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | (9,153) | (9,287) | |
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | (276,115) | (310,081) | |
Less: Net increase (decrease) in cash classified within current assets of discontinued operations | 0 | 0 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (276,115) | (310,081) | |
Cash, cash equivalents and restricted cash, beginning of period (1) | [1] | 844,728 | 885,481 |
Cash, cash equivalents and restricted cash, end of period (1) | [1] | 568,613 | 575,400 |
Non-cash investing and financing activities | |||
Equipment acquired under capital lease arrangements (2) | [2] | 3,865 | 13,789 |
Leasehold improvements funded by lessor | 0 | 557 | |
Leasehold improvements funded by lessor | (1,469) | 0 | |
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software | 201 | 699 | |
Financing obligation incurred in connection with acquisition of business | 0 | 8,604 | |
Restricted Cash [Abstract] | |||
Cash, cash equivalents and restricted cash | [1] | $ 568,613 | $ 885,481 |
[1] | The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the condensed consolidated balance sheets as of September 30, 2019 , December 31, 2018, September 30, 2018 and December 31, 2017 and amounts previously reported within the condensed consolidated balance sheet in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 (in thousands): September 30, 2019 December 31, 2018 September 30, 2018 December 31, 2017 Cash and cash equivalents $ 567,285 $ 841,021 $ 572,358 $ 880,129 Restricted cash included in prepaid expenses and other current assets 1,101 3,320 2,649 4,932 Restricted cash included in other non-current assets 227 387 393 420 Cash, cash equivalents and restricted cash $ 568,613 $ 844,728 $ 575,400 $ 885,481 | ||
[2] | Please refer to Note 6 , Leases , for supplemental cash flow information on our leasing obligations, as required by our adoption of ASU 2016-02, Leases |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
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 its subsidiaries, which commenced operations in October 2008, operate 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 13 , 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 and 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, 2019 . 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, 2018 , filed with the SEC on February 12, 2019. 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 a variable interest entity for which we have determined that we are the primary beneficiary. In the first quarter of 2019, we extended our arrangement through July 2022 with the strategic partner in the variable interest entity that we consolidate. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. 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. Adoption of New Accounting Standards We adopted the guidance in ASU 2016-02, Leases (Topic 842), on January 1, 2019. This ASU requires the recognition of lease assets and liabilities for operating leases, in addition to the finance lease assets and liabilities historically recorded on our condensed consolidated balance sheets. See Note 6 , Leases , for information on the impact of adopting Topic 842 on our accounting policies. We adopted the guidance in ASU 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, on January 1, 2019. This ASU expands the scope to make the guidance for share-based payment awards to nonemployees consistent with the guidance for share-based payment awards to employees. The adoption of ASU 2018-07 did not have a material impact on the condensed consolidated financial statements. We adopted the guidance in ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, on January 1, 2019 . This ASU requires entities in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40, Internal Use Software, to determine which costs to implement the service contract would be capitalized as an asset related to the service contract and which costs would be expensed. The requirements of ASU 2018-15 have been applied on a prospective basis to implementation costs incurred on or after January 1, 2019. As a result of the adoption of ASU 2018-15, we capitalized $2.4 million and $5.2 million of implementation costs for the three and nine months ended September 30, 2019 . Those capitalized costs are included within Other non-current assets on the condensed consolidated balance sheet as of September 30, 2019 . We have not recognized any amortization related to these implementation costs. We will amortize the implementation costs on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs will be recorded in Selling, general and administrative expense on the condensed consolidated statements of operations. 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. 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, initial valuation and subsequent impairment testing 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. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 (in thousands): North America International Consolidated Balance as of December 31, 2018 $ 178,685 $ 146,806 $ 325,491 Foreign currency translation — (5,934 ) (5,934 ) Balance as of September 30, 2019 $ 178,685 $ 140,872 $ 319,557 The following table summarizes intangible assets as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 16,200 $ 15,750 $ 450 $ 16,200 $ 11,700 $ 4,500 Merchant relationships 20,913 7,047 13,866 21,554 4,105 17,449 Trade names 9,394 7,199 2,195 9,476 6,799 2,677 Developed technology 14,882 13,659 1,223 13,825 13,485 340 Patents 22,383 17,690 4,693 20,508 16,451 4,057 Other intangible assets 26,072 12,002 14,070 26,007 9,629 16,378 Total $ 109,844 $ 73,347 $ 36,497 $ 107,570 $ 62,169 $ 45,401 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 $3.7 million and $3.9 million for the three months ended September 30, 2019 and 2018 , and $11.4 million and $10.3 million for the nine months ended September 30, 2019 and 2018 . As of September 30, 2019 , estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2019 $ 2,843 2020 8,445 2021 7,336 2022 6,750 2023 5,613 Thereafter 5,510 Total $ 36,497 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Equity Method Investments [Abstract] | |
INVESTMENTS | . INVESTMENTS The following table summarizes investments as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 Percent Ownership of Voting Stock December 31, 2018 Percent Ownership of Voting Stock Available-for-sale securities - redeemable preferred shares $ 10,138 19% to 25% $ 10,340 19% to 25% Fair value option investments 4,931 10% to 19% 73,902 10% to 19% Other equity investments 23,055 1% to 19% 24,273 1% to 19% Total investments $ 38,124 $ 108,515 Available-for-Sale Securities - Redeemable Preferred Shares The following table summarizes amortized cost, gross unrealized gain (loss), and fair value of redeemable preferred shares as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Amortized cost $ 9,961 $ 9,961 Gross unrealized gain (loss) 177 379 Fair value $ 10,138 $ 10,340 We recorded an other-than-temporary impairment of an available-for-sale security of $5.5 million for the nine months ended September 30, 2018 . That impairment is classified within Other income (expense), net on the condensed consolidated statements of operations. There were no impairments of available-for-sale securities for the three and nine months ended September 30, 2019 . Fair Value Option Investments In connection with the dispositions of controlling stakes in TMON Inc. ("TMON"), 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, and to reduce operational and accounting complexity. Our election to apply fair value accounting to those investments has and may continue to cause fluctuations in our earnings from period to period. We determined that the fair value of our investments in Monster LP and Nearbuy was $0.0 million and $4.9 million as of September 30, 2019 and $69.4 million and $4.5 million as of December 31, 2018 . 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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Monster LP $ — $ (474 ) $ (69,408 ) $ (8,759 ) Nearbuy 14 230 437 447 Total $ 14 $ (244 ) $ (68,971 ) $ (8,312 ) During the first quarter 2019, we recognized a $41.5 million loss from changes in the fair value of our investment in Monster LP due to the revised cash flow projections provided by TMON in March 2019 and an increase in the discount rate applied to those forecasts, which increased to 26.0% as of March 31, 2019, as compared with 21.0% as of December 31, 2018 . The increase in the discount rate applied as of March 31, 2019 was due to the deterioration in the financial condition of TMON and the competitive environment in the Korean e-commerce industry, which resulted in an increase to financial projection risk. During the second quarter 2019, we recognized an additional loss of $27.9 million from changes in the fair value of our investment in Monster LP due to revised financial projections provided by TMON in June 2019. The revisions to the financial projections were made as a result of TMON’s continued underperformance as compared with prior projections along with adjustments to their business model. The following table summarizes the condensed financial information for Monster LP for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ 131,188 $ 93,625 $ 383,204 $ 265,009 Gross profit 9,854 6,344 27,261 20,155 Loss before income taxes (28,980 ) (32,162 ) (89,304 ) (101,029 ) Net loss (28,980 ) (32,162 ) (89,304 ) (101,029 ) Other Equity Investments Other equity investments represents equity investments without readily determinable fair values. We have elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. We recorded $4.7 million of impairments of other equity method 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. There were no other adjustments for observable price changes related to these investments since our adoption of ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities, on January 1, 2018. |
SUPPLEMENTAL CONSOLIDATED BALAN
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | SUPPLEMENTAL CONDENSED 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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest income $ 1,959 $ 1,513 $ 5,810 $ 4,858 Interest expense (6,029 ) (5,713 ) (17,162 ) (16,434 ) Changes in fair value of investments 14 (244 ) (68,971 ) (8,312 ) Foreign currency gains (losses), net (12,785 ) (1,033 ) (11,855 ) (12,168 ) Impairments of investments — (112 ) — (10,156 ) Other (412 ) 729 (424 ) 2,380 Other income (expense), net $ (17,253 ) $ (4,860 ) $ (92,602 ) $ (39,832 ) The following table summarizes prepaid expenses and other current assets as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Merchandise inventories $ 27,422 $ 33,739 Prepaid expenses 31,865 28,209 Income taxes receivable 6,875 6,717 Other 15,505 19,450 Total prepaid expenses and other current assets $ 81,667 $ 88,115 The following table summarizes accrued merchant and supplier payables as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Accrued merchant payables $ 308,269 $ 371,279 Accrued supplier payables (1) 119,908 280,502 Total accrued merchant and supplier payables $ 428,177 $ 651,781 (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, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Refunds reserve $ 18,083 $ 27,957 Compensation and benefits 62,664 56,173 Accrued marketing 22,450 39,094 Customer credits 16,362 15,118 Income taxes payable 4,337 8,987 Deferred revenue 15,993 25,452 Current portion of lease obligations (1) 40,399 17,207 Other 58,816 77,046 Total accrued expenses and other current liabilities $ 239,104 $ 267,034 (1) Current portion of lease obligations as of September 30, 2019 includes $25.0 million of additional lease obligations that were recognized on January 1, 2019 as a result of the adoption of Topic 842. Refer to Note 6 , Leases , for additional information. The following table summarizes other non-current liabilities as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Contingent income tax liabilities $ 32,440 $ 39,858 Deferred rent (1) — 32,186 Deferred income taxes 4,403 6,619 Other 14,118 22,025 Total other non-current liabilities $ 50,961 $ 100,688 (1) Non-current operating lease liabilities as of September 30, 2019 are included within Operating lease obligations on the condensed consolidated balance sheet as a result of the adoption of Topic 842 on January 1, 2019. Refer to Note 6 , Leases , for additional information. |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2019 | |
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 (the "Board") 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 $2.66 as of September 30, 2019 , 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, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (38,559 ) (48,331 ) Net carrying amount of liability component $ 211,441 $ 201,669 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of September 30, 2019 and December 31, 2018 was $259.0 million and $257.1 million , 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, 2019 , the remaining term of the Notes is approximately 2 years and 6 months. During the three and nine months ended September 30, 2019 and 2018 , we recognized interest costs on the Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Contractual interest (3.25% of the principal amount per annum) $ 2,032 $ 2,032 $ 6,096 $ 6,096 Amortization of debt discount 3,341 3,016 9,772 8,822 Total $ 5,373 $ 5,048 $ 15,868 $ 14,918 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, 2019 and December 31, 2018 . 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 In May 2019, we entered into a second amended and restated senior secured revolving credit agreement (the "2019 Credit Agreement") which provides for aggregate principal borrowings of up to $400.0 million and matures in May 2024. The 2019 Credit Agreement replaced our previous $250.0 million amended and restated credit agreement (the "2016 Credit Agreement"). We deferred debt issuance costs of $2.4 million related to the 2019 Credit Agreement. Those deferred costs are included within Other non-current assets on the condensed consolidated balance sheet as of September 30, 2019 and will be amortized to interest expense over the term of the agreement. Borrowings under the 2019 Credit Agreement bear interest, at our option, at a rate per annum equal to (a) an adjusted LIBO rate or (b) a customary base rate (with loans denominated in certain currencies bearing interest at rates specific to such currencies) plus an additional margin ranging between 0.50% and 2.00% . We are required to pay quarterly commitment fees ranging from 0.25% to 0.35% per annum of the average daily amount of unused commitments available under the 2019 Credit Agreement. The 2019 Credit Agreement also provides for the issuance of up to $75.0 million in letters of credit, provided that the sum of outstanding borrowings and letters of credit do not exceed the maximum funding commitment of $400.0 million . The 2019 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 2019 Credit Agreement. The 2019 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 2019 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 leverage ratio and a minimum liquidity ratio, each as set forth in the 2019 Credit Agreement. We are also required to maintain, as of the last day of each fiscal quarter, unrestricted cash of at least $250.0 million , including $125.0 million in accounts held with lenders under the 2019 Credit Agreement or their affiliates. Non-compliance with these covenants may result in termination of the commitments under the 2019 Credit Agreement and any then outstanding borrowings may be declared due and payable immediately. We have the right to terminate the 2019 Credit Agreement or reduce the available commitments at any time. As of September 30, 2019 , we had no borrowings outstanding under the 2019 Credit Agreement and as of December 31, 2018 , we had no borrowings outstanding under the 2016 Credit Agreement. As of September 30, 2019 , we had outstanding letters of credit of $18.0 million under the 2019 Credit Agreement and as of December 31, 2018 , we had outstanding letters of credit of $19.2 million |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | Adoption of ASC Topic 842, Leases On January 1, 2019, we adopted ASC Topic 842 using the modified retrospective transition method. Topic 842 requires the recognition of lease assets and liabilities for operating leases, in addition to the finance lease assets and liabilities previously recorded on our condensed consolidated balance sheets. Beginning on January 1, 2019, our condensed consolidated financial statements 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 modified retrospective transition method required the cumulative effect, if any, of initially applying the guidance to be recognized as an adjustment to our accumulated deficit as of our adoption date. As a result of adopting Topic 842, we recognized additional lease assets and liabilities of $109.6 million as of January 1, 2019. The discount rate used to calculate that adjustment was the rate implicit in the lease, unless that rate was not readily determinable. For leases for which the rate was not readily determinable, the discount rate used was our incremental borrowing rate as of the adoption date, January 1, 2019. There was no cumulative effect adjustment to our accumulated defi cit as a result of initially applying the guidance. We elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to carry forward prior conclusions about lease identification, classification and initial direct costs for leases entered into prior to adoption of Topic 842. Additionally, we elected to not separate lease and non-lease components for all of our leases. For leases with a term of 12 months or less, we elected the short-term lease exemption, which allowed us to not recognize right-of-use assets or lease liabilities for qualifying leases existing at transition and new leases we may enter into in the future. General Description of Leases We have entered into various non-cancelable operating lease agreements for our offices and data centers and non-cancelable finance lease agreements for property and equipment. We classify leases at their commencement as either operating or finance leases and may receive renewal or expansion options, rent holidays and leasehold improvement or other incentives on certain lease agreements. Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2019 and 2026. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases are related to purchases of property and equipment, primarily computer hardware, with expirations between 2019 and 2023. We recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease. Lease liabilities are measured based on the present value of the minimum lease payments discounted by a rate determined as of the date of commencement. Right-of-use assets are measured based on the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives. Minimum lease payments made under operating and finance leases are apportioned between interest expense and a reduction of the related operating and finance lease obligations. The interest expense on operating leases is presented within Selling, general and administrative expense on the condensed consolidated statements of operations and the related operating lease obligation is presented within Accrued expenses and other current liabilities and Operating lease obligations on the condensed consolidated balance sheets. The interest expense on finance leases is presented within Other income (expense), net on the condensed consolidated statements of operations and the related finance lease obligation is presented within Accrued expenses and other current liabilities and Other non-current liabilities on the condensed consolidated balance sheets. We have also subleased certain office facilities under operating lease agreements, with expirations between 2023 and 2026. We recognize sublease rentals on a straight-line basis over their respective lease terms. The following summarizes right-of-use assets as of September 30, 2019 (in thousands): September 30, 2019 Right-of-use assets - operating leases $ 130,757 Right-of-use assets - finance leases (1) 31,255 Total right-of-use assets, gross 162,012 Less: accumulated depreciation and amortization (29,964 ) Right-of-use assets, net $ 132,048 (1) Right-of-use assets for finance leases are included in Property, equipment and software, net on the condensed consolidated balance sheet. Related Party Sublease Agreement On December 28, 2016, we entered into a sublease for portions of our office space at 600 West Chicago to Uptake, Inc. ("Uptake"), a Lightbank LLC ("Lightbank") portfolio company. Eric Lefkofsky, our co-founder and Chairman of the Board, is a co-founder and owns a significant equity interest in Lightbank. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated third party. The sublease extends through January 31, 2026 and the sublease rentals over the entire term total approximately $18.2 million . Pursuant to our related party transaction policy, our Audit Committee approved the sublease. We recognized income from the sublease of $0.5 million for both the three months ended September 30, 2019 and 2018 , and $1.7 million and $1.5 million for the nine months ended September 30, 2019 and 2018 . Significant Assumptions and Judgments Significant judgment is required when determining whether a contract is or contains a lease. We review contracts to determine whether the language conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As discussed above, the present value of minimum lease payments is used in determining the value of our operating and finance leases. The discount rate used to calculate the present value for lease payments is the rate implicit in the lease, unless that rate cannot be readily determined. For leases in which the rate implicit in the lease is not readily determinable, the discount rate is our incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The discount rate used for our lease obligations as of September 30, 2019 and January 1, 2019 ranged from 1.5% to 6.9% . As of September 30, 2019 , the weighted-average remaining lease term for our finance leases and operating leases was 2 years and 5 years . As of September 30, 2019 , the weighted-average discount rate for our finance leases and operating leases was 5.1% and 5.6% . The following table summarizes our lease cost and sublease income for the three and nine months ended September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Financing lease cost: Amortization of right-of-use assets $ 3,492 $ 16,247 Interest on lease liabilities 243 816 Total finance lease cost 3,735 17,063 Operating lease cost 8,573 25,784 Variable lease cost 2,410 6,319 Short-term lease cost 52 262 Sublease income, gross (1,248 ) (3,872 ) Total lease cost $ 13,522 $ 45,556 As of September 30, 2019 , the future payments under finance leases and operating leases for each of the next five years and thereafter are as follows (in thousands): Finance Leases Operating Leases Remaining in 2019 $ 2,056 $ 10,003 2020 9,611 36,609 2021 5,261 34,416 2022 715 33,579 2023 12 25,130 Thereafter — 33,103 Total minimum lease payments 17,655 172,840 Less: Amount representing interest (863 ) (22,972 ) Present value of net minimum lease payments 16,792 149,868 Less: Current portion of lease obligations (8,939 ) (31,460 ) Total long-term lease obligations $ 7,853 $ 118,408 As of September 30, 2019 , the future amounts due under subleases for each of the next five years and thereafter are as follows (in thousands): Subleases Remaining in 2019 $ 1,246 2020 5,027 2021 5,065 2022 5,103 2023 4,385 Thereafter 4,891 Total future sublease income $ 25,717 The following table summarizes supplemental cash flow information on our leasing obligations for the nine months ended September 30, 2019 (in thousands): Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ (816 ) Operating cash flows from operating leases (25,121 ) Financing cash flows from finance leases (16,868 ) Right-of-use assets obtained in exchange for lease liabilities: Finance leases 3,865 Operating leases 23,123 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our contractual obligations and commitments as of September 30, 2019 did not materially change from the amounts set forth in our 2018 Annual Report on Form 10-K, except as disclosed in Note 6 , Leases . 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. In addition, 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 continue to be subject to intellectual property infringement claims as our services expand in scope and complexity. In the past, we have 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, condensed 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 disposition of our operations in Latin America in the first quarter of 2017, we recorded $5.4 million in indemnification liabilities for certain tax and other matters upon the closing of the transactions as an adjustment to the net loss on the dispositions within discontinued operations at their fair value. We estimated the indemnification liabilities using a probability-weighted expected cash flow approach. During the first quarter of 2019, we decreased our indemnification liabilities due to the expiration of certain indemnification obligations. The resulting benefit of $2.2 million is recorded within Income (loss) from discontinued operations on the condensed consolidated statement of operations for the nine months ended September 30, 2019 . Our remaining indemnification liabilities were $3.2 million as of September 30, 2019 . 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, 2019 is approximately $13.3 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, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS 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 is entitled to one vote per share on any matter that is submitted to a vote of stockholders. In addition, holders of our 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 our share repurchase program. During the three and nine months ended September 30, 2019 , we repurchased 5,391,084 and 14,027,227 shares for an aggregate purchase price of $15.1 million and $45.2 million (including fees and commissions) under our repurchase program. As of September 30, 2019 , up to $245.0 million of common stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the 2019 Credit Agreement, share price and other factors, and the share repurchase program may be terminated at any time. Groupon, Inc. Stock Plans In January 2008, we adopted the 2008 Stock Option Plan, as amended (the "2008 Plan"), under which options for up to 64,618,500 shares of common stock were authorized to be issued to employees, consultants and directors. The 2008 Plan was frozen in December 2010. In April 2010, we established the Groupon, Inc. 2010 Stock Plan, as amended in April 2011 (the "2010 Plan"), under which options and restricted stock units ("RSUs") for up to 20,000,000 shares of common stock were authorized for future issuance to employees, consultants and directors. No new awards may be granted under the 2010 Plan following our initial public offering in November 2011. In August 2011, we established the Groupon, Inc. 2011 Incentive Plan, as amended (the "2011 Plan"), under which options, RSUs and performance stock units for up to 187,500,000 shares of common stock were authorized for future issuance to employees, consultants and directors. The Groupon, Inc. Stock Plans (the "Plans") are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of September 30, 2019 , 71,768,289 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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 405 $ 419 $ 1,163 $ 1,103 Marketing 1,671 1,854 4,586 5,411 Selling, general and administrative 17,467 12,753 56,768 44,056 Other income (expense), net — — — 100 Total stock-based compensation expense $ 19,543 $ 15,026 $ 62,517 $ 50,670 We capitalized $2.0 million and $2.0 million of stock-based compensation for the three months ended September 30, 2019 and 2018 , and $5.5 million and $5.7 million for the nine months ended September 30, 2019 and 2018 in connection with internally-developed software and cloud computing arrangements. Employee Stock Purchase Plan The Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended ("ESPP"), authorizes us to grant up to 20,000,000 shares of common stock under that plan. For the nine months ended September 30, 2019 and 2018 , 1,486,006 and 1,621,061 shares of common stock 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 and are amortized on a straight-line basis over their requisite service period. Additionally, we are required to issue restricted stock units to settle amounts that exceed targeted bonus amounts under our primary bonus plans. We account for those obligations, if any, as liability-classified awards with performance conditions. The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2019 : Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2018 26,623,432 $ 4.47 Granted 25,446,060 3.52 Vested (9,773,156 ) 4.37 Forfeited (9,511,750 ) 4.17 Unvested at September 30, 2019 32,784,586 3.84 As of September 30, 2019 , $96.6 million of unrecognized compensation costs related to unvested restricted stock units are expected to be recognized over a remaining weighted-average period of 1.62 years . Performance Share Units We grant performance share units under the Plans that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement ("Performance Share Units"). During the nine months ended September 30, 2019 , we also granted performance share units that will vest if our average daily closing stock price is equal to or greater than $6.00 per share over a period of 30 consecutive trading days prior to December 31, 2022 or if a change in control occurs during the performance period at the specified stock price (and on a proportional basis for a change in control price between the grant date price and the specified stock price) ("Market-based Performance Share Units"). We determined these awards are subject to a market condition, and therefore we used a Monte Carlo simulation to calculate the grant date fair value of the awards and the related derived service period over which we will recognize the expense. The key inputs used in the Monte Carlo simulation were the risk-free rate, our volatility of 49.8% and our cost of equity of 12.8% . All of our performance share awards are subject to both continued employment through the performance period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. The table below summarizes Performance Share Unit activity under the Plans for the nine months ended September 30, 2019 : Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Market-based Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2018 3,431,918 $ 4.90 — $ — Granted 4,640,467 3.89 8,486,708 3.03 Vested (777,573 ) 4.88 — — Forfeited (3,124,591 ) 4.64 (1,666,667 ) 3.03 Unvested at September 30, 2019 4,170,221 3.98 6,820,041 3.03 Maximum shares issuable upon vesting at September 30, 2019 7,980,870 6,820,041 As of September 30, 2019 , $8.9 million of unrecognized compensation costs related to unvested performance share units are expected to be recognized over a remaining weighted-average period of 1.94 years and $8.1 million of unrecognized compensation costs related to unvested market-based performance share units are expected to be recognized over a remaining weighted-average period of 0.41 years . 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 vest 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. We did not grant any stock options during the nine months ended September 30, 2019 . The table below summarizes stock option activity for the nine months ended September 30, 2019 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Outstanding and exercisable at December 31, 2018 212,787 $ 1.80 1.37 $ 298 Exercised (42,500 ) 0.96 Forfeited (2,050 ) 1.68 Outstanding and exercisable at September 30, 2019 168,237 $ 1.95 0.67 $ 119 (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, 2019 and December 31, 2018 . |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Refer to Note 13 , Segment Information , for revenue summarized by reportable segment and category for the three and nine months ended September 30, 2019 and 2018 . 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 $16.0 million and $25.5 million as of September 30, 2019 and December 31, 2018 . The amount of revenue recognized for the nine months ended September 30, 2019 that was included in the deferred revenue balance at the beginning of the period was $25.0 million . The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2019 (in thousands): Customer Credits Balance as of December 31, 2018 $ 15,118 Credits issued 85,053 Credits redeemed (1) (74,974 ) Breakage revenue recognized (8,617 ) Foreign currency translation (218 ) Balance as of September 30, 2019 $ 16,362 (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 typically used within one year of issuance. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. Deferred contract acquisition costs are presented within the following line items of the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Prepaid expenses and other current assets $ 2,185 $ 2,923 Other non-current assets 10,449 11,285 The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the condensed consolidated statements of operations. We did not recognize any impairment losses in relation to the deferred costs. During the three and nine months ended September 30, 2019 and 2018 , amortization expense related to deferred contract acquisition costs is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Amortization of deferred contract acquisition costs $ 5,010 $ 6,151 $ 15,549 $ 19,450 Variable Consideration for Unredeemed Vouchers In our International segment and, to a lesser extent, in our North America segment, our merchant agreements have redemption payment terms, under which 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. We estimate the variable consideration from vouchers that will not ultimately be redeemed using our historical voucher redemption experience and recognize that amount as revenue at the time of sale. We only recognize amounts in variable consideration when we believe it is probable that a significant reversal of revenue will not occur in future periods, which requires us to make significant estimates of future redemptions. If actual redemptions differ from our estimates, the effects could be material to the condensed consolidated financial statements. As of September 30, 2019 and December 31, 2018, we constrained $16.5 million and $13.7 million in revenue from unredeemed vouchers that we may recognize in future periods when we determine it is probable that a significant amount of that revenue will not be subsequently reversed. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
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. Provision (benefit) for income taxes and income (loss) from continuing operations before provision (benefit) for income taxes for the three and nine months ended September 30, 2019 and 2018 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Provision (benefit) for income taxes $ 2,069 $ 988 $ 591 $ 205 Income (loss) from continuing operations before provision (benefit) for income taxes (12,616 ) 48,163 (92,909 ) (47,669 ) Our U.S. Federal income tax rate is 21% . The primary factor impacting the effective tax rate for the three and nine months ended September 30, 2019 and 2018 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. We expect that our consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses. The effective tax rate for the nine months ended September 30, 2019 also reflected the reversal of reserves for uncertain tax positions due to the closure of a tax audit. 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 Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("Topic 606") on intercompany activity in certain foreign jurisdictions. We are currently undergoing income tax audits in multiple jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $105.6 million . We believe that the assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit and we intend to vigorously defend ourselves in that matter. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of that assessment, we believe that it is reasonably possible that reductions of up to $21.0 million in unrecognized tax benefits may occur within the 12 months following September 30, 2019 upon closing of income tax audits or the expiration of applicable statutes of limitations. 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, 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, 2019 and December 31, 2018 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. Groupon uses a cost-sharing arrangement under which controlled members agree to share the costs and risks of developing intangi ble properties in accordance with their reasonably anticipated share of benefits from the intangibles. On July 24, 2018, the Ninth Circuit Court of Appeals issued an opinion in Altera Corp. v. Commissioner requiring related parties in an intercompany cost-sharing arrangement to share expenses related to stock-based compensation. This opinion reversed an earlier decision of the United States Tax Court. On August 7, 2018, the Ninth Circuit Court of Appeals withdrew its July 24, 2018 opinion. On June 7, 2019, the United States Court of Appeals for the Ninth Circuit reversed the Tax Court decision and ruled that stock-based compensation must be included in the shared pool of expenses. We do not expect that the ruling will have a material impact on our provision for income taxes for the year ending December 31, 2019 due to the valuation allowances against our net deferred tax assets in the related jurisdictions. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2019 | |
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: 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 entities. The key inputs to determining fair values under that approach are cash flow forecasts and discount rates. 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 entity'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 $2.5 million to the former owners of a business acquired on April 30, 2018. 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, 2019 and December 31, 2018 (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2019 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 4,931 $ — $ — $ 4,931 Available-for-sale securities - redeemable preferred shares 10,138 — — 10,138 Liabilities: Contingent consideration 1,207 — — 1,207 Fair Value Measurement at Reporting Date Using December 31, 2018 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 73,902 $ — $ — $ 73,902 Available-for-sale securities - redeemable preferred shares 10,340 — — 10,340 Liabilities: Contingent consideration 1,529 — — 1,529 The following table provides a rollforward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Assets Fair value option investments: Beginning Balance $ 4,917 $ 74,898 $ 73,902 $ 82,966 Total gains (losses) included in earnings 14 (244 ) (68,971 ) (8,312 ) Ending Balance $ 4,931 $ 74,654 $ 4,931 $ 74,654 Unrealized gains (losses) still held (1) $ 14 $ (244 ) $ (68,971 ) $ (8,312 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ — $ 10,236 $ — $ 11,354 Proceeds from sale of convertible debt security — (8,594 ) — (8,594 ) 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 ) — (1,148 ) Total gains (losses) included in earnings (2) — (36 ) — 2,396 Ending Balance $ — $ — $ — $ — Unrealized gains (losses) still held (1) $ — $ — $ — $ — Redeemable preferred shares: Beginning Balance $ 10,201 $ 9,961 $ 10,340 $ 15,431 Total gains (losses) included in other comprehensive income (loss) (63 ) 246 (202 ) 246 Impairments included in earnings — — — (5,470 ) Ending Balance $ 10,138 $ 10,207 $ 10,138 $ 10,207 Unrealized gains (losses) still held (1) $ (63 ) $ 246 $ (202 ) $ (5,224 ) Liabilities Contingent Consideration: Beginning Balance $ 1,239 $ 1,542 $ 1,529 $ — Issuance of contingent consideration in connection with acquisition — — — 1,589 Settlements of contingent consideration liabilities — — (312 ) — Total losses (gains) included in earnings 6 21 33 35 Foreign currency translation (38 ) (20 ) (43 ) (81 ) Ending Balance $ 1,207 $ 1,543 $ 1,207 $ 1,543 Unrealized gains (losses) still held (1) $ 6 $ 21 $ 33 $ 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 did not record any significant nonrecurring fair value measurements after initial recognition for the three and nine months ended September 30, 2019 . We recorded $4.7 million of impairments of other equity investments for 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 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 . Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value Our 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, 2019 and December 31, 2018 |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
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, 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, 2019 and 2018 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (14,685 ) $ 47,175 $ (93,500 ) $ (47,874 ) Less: Net income (loss) attributable to noncontrolling interests 2,000 2,560 8,080 9,433 Net income (loss) attributable to common stockholders - continuing operations (16,685 ) 44,615 (101,580 ) (57,307 ) Net income (loss) attributable to common stockholders - discontinued operations — — 2,162 — Net income (loss) attributable to common stockholders $ (16,685 ) $ 44,615 $ (99,418 ) $ (57,307 ) Denominator Shares used in computation of basic net income (loss) per share 566,971,238 568,634,988 568,339,335 565,227,625 Weighted-average effect of dilutive securities: Stock options — 171,662 — — Restricted stock units — 7,344,425 — — Employee stock purchase plan — 228,346 — — Shares used in computation of diluted net income (loss) per share 566,971,238 576,379,421 568,339,335 565,227,625 Basic and diluted net income (loss) per share: Continuing operations $ (0.03 ) $ 0.08 $ (0.18 ) $ (0.10 ) Discontinued operations — — 0.01 — Basic and diluted net income (loss) per share $ (0.03 ) $ 0.08 $ (0.17 ) $ (0.10 ) 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, 2019 2018 2019 2018 Restricted stock units 35,378,166 12,462,410 33,148,939 31,072,428 Other stock-based compensation awards 1,561,105 16,000 1,630,902 2,073,802 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 129,531,871 105,071,010 127,372,441 125,738,830 We had outstanding performance share units as of September 30, 2019 and 2018 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 14,441,345 and 5,326,725 shares of common stock issuable upon vesting of outstanding performance share units as of September 30, 2019 and 2018 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 North America Service revenue: Local $ 175,140 $ 180,059 $ 532,599 $ 553,340 Goods 3,000 4,021 9,841 12,691 Travel 13,680 17,217 48,746 57,189 Total service revenue 191,820 201,297 591,186 623,220 Product revenue - Goods 111,776 159,854 394,235 511,451 Total North America revenue (1) 303,596 361,151 985,421 1,134,671 International Service revenue: Local 65,440 75,946 208,625 221,949 Goods 2,817 2,584 6,882 10,965 Travel 8,003 9,387 24,817 30,529 Total service revenue 76,260 87,917 240,324 263,443 Product revenue - Goods 115,756 143,815 380,854 438,705 Total International revenue (1) $ 192,016 $ 231,732 $ 621,178 $ 702,148 (1) North America includes revenue from the United States of $297.9 million and $352.3 million for the three months ended September 30, 2019 and 2018 and $965.9 million and $1,108.8 million for the nine months ended September 30, 2019 and 2018 . International includes revenue from the United Kingdom of $69.4 million and $94.0 million for the three months ended September 30, 2019 and 2018 and $221.8 million and $268.5 million for the nine months ended September 30, 2019 and 2018 . There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2019 and 2018 . 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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 North America Service gross profit: Local $ 155,032 $ 159,379 $ 473,787 $ 491,420 Goods 2,280 3,634 7,838 10,565 Travel 10,717 13,801 38,791 46,106 Total service gross profit 168,029 176,814 520,416 548,091 Product gross profit - Goods 24,046 27,234 80,045 95,008 Total North America gross profit 192,075 204,048 600,461 643,099 International Service gross profit: Local 61,183 71,639 195,941 209,214 Goods 2,589 2,320 6,241 9,972 Travel 7,332 8,649 22,743 28,219 Total service gross profit 71,104 82,608 224,925 247,405 Product gross profit - Goods 14,761 19,333 50,702 64,028 Total International gross profit $ 85,865 $ 101,941 $ 275,627 $ 311,433 The following table summarizes income (loss) from operations by reportable segment for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Income (loss) from operations (1) (2) (3) : North America $ 15,691 $ 51,004 $ 20,655 $ (19,380 ) International (11,054 ) 2,019 (20,962 ) 11,543 Total income (loss) from operations $ 4,637 $ 53,023 $ (307 ) $ (7,837 ) (1) Includes stock-based compensation of $16.8 million and $13.8 million for North America and $2.7 million and $1.2 million for International for the three months ended September 30, 2019 and 2018 and $55.7 million and $46.7 million for North America and $6.8 million and $3.9 million for International for the nine months ended September 30, 2019 and 2018 . (2) Includes acquisition-related (benefit) expense, net of $0.7 million for International for the nine months ended September 30, 2018 . (3) The three months ended September 30, 2018 includes a $40.4 million benefit for North America related to the settlement of the IBM patent litigation and the nine months ended September 30, 2018 includes a $34.6 million charge for North America related to the IBM patent litigation. The following table summarizes total assets by reportable segment as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Total assets: North America (1) $ 883,200 $ 958,412 International (1) 487,502 683,730 Consolidated total assets $ 1,370,702 $ 1,642,142 (1) North America contains assets from the United States of $861.2 million and $940.5 million as of September 30, 2019 and December 31, 2018 . International contains assets from Ireland of $204.6 million as of December 31, 2018 . Assets from Ireland were less than 10% of consolidated total assets as of September 30, 2019 . There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2019 and December 31, 2018 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [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 a variable interest entity for which we have determined that we are the primary beneficiary. In the first quarter of 2019, we extended our arrangement through July 2022 with the strategic partner in the variable interest entity that we consolidate. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. 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. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards We adopted the guidance in ASU 2016-02, Leases (Topic 842), on January 1, 2019. This ASU requires the recognition of lease assets and liabilities for operating leases, in addition to the finance lease assets and liabilities historically recorded on our condensed consolidated balance sheets. See Note 6 , Leases , for information on the impact of adopting Topic 842 on our accounting policies. We adopted the guidance in ASU 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, on January 1, 2019. This ASU expands the scope to make the guidance for share-based payment awards to nonemployees consistent with the guidance for share-based payment awards to employees. The adoption of ASU 2018-07 did not have a material impact on the condensed consolidated financial statements. We adopted the guidance in ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, on January 1, 2019 . This ASU requires entities in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40, Internal Use Software, to determine which costs to implement the service contract would be capitalized as an asset related to the service contract and which costs would be expensed. The requirements of ASU 2018-15 have been applied on a prospective basis to implementation costs incurred on or after January 1, 2019. As a result of the adoption of ASU 2018-15, we capitalized $2.4 million and $5.2 million of implementation costs for the three and nine months ended September 30, 2019 . Those capitalized costs are included within Other non-current assets on the condensed consolidated balance sheet as of September 30, 2019 . We have not recognized any amortization related to these implementation costs. We will amortize the implementation costs on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs will be recorded in Selling, general and administrative expense on the condensed consolidated statements of operations. |
Reclassifications and Terminology Changes | Reclassifications and Terminology Changes |
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, initial valuation and subsequent impairment testing 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. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill activity by segment for the nine months ended September 30, 2019 (in thousands): North America International Consolidated Balance as of December 31, 2018 $ 178,685 $ 146,806 $ 325,491 Foreign currency translation — (5,934 ) (5,934 ) Balance as of September 30, 2019 $ 178,685 $ 140,872 $ 319,557 |
Schedule of Intangible Assets | The following table summarizes intangible assets as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 16,200 $ 15,750 $ 450 $ 16,200 $ 11,700 $ 4,500 Merchant relationships 20,913 7,047 13,866 21,554 4,105 17,449 Trade names 9,394 7,199 2,195 9,476 6,799 2,677 Developed technology 14,882 13,659 1,223 13,825 13,485 340 Patents 22,383 17,690 4,693 20,508 16,451 4,057 Other intangible assets 26,072 12,002 14,070 26,007 9,629 16,378 Total $ 109,844 $ 73,347 $ 36,497 $ 107,570 $ 62,169 $ 45,401 |
Schedule of Estimated Future Amortization Expense | As of September 30, 2019 , estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2019 $ 2,843 2020 8,445 2021 7,336 2022 6,750 2023 5,613 Thereafter 5,510 Total $ 36,497 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Equity Method Investments [Abstract] | |
Summary of Investments | The following table summarizes investments as of September 30, 2019 and December 31, 2018 (dollars in thousands): September 30, 2019 Percent Ownership of Voting Stock December 31, 2018 Percent Ownership of Voting Stock Available-for-sale securities - redeemable preferred shares $ 10,138 19% to 25% $ 10,340 19% to 25% Fair value option investments 4,931 10% to 19% 73,902 10% to 19% Other equity investments 23,055 1% to 19% 24,273 1% to 19% Total investments $ 38,124 $ 108,515 |
Schedule of Activity for Available For Sale Securities | The following table summarizes amortized cost, gross unrealized gain (loss), and fair value of redeemable preferred shares as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Amortized cost $ 9,961 $ 9,961 Gross unrealized gain (loss) 177 379 Fair value $ 10,138 $ 10,340 |
Schedule of Gains and Losses due to Changes in Fair Value of Investments | 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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Monster LP $ — $ (474 ) $ (69,408 ) $ (8,759 ) Nearbuy 14 230 437 447 Total $ 14 $ (244 ) $ (68,971 ) $ (8,312 ) |
Schedule of Equity Method Investments | The following table summarizes the condensed financial information for Monster LP for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ 131,188 $ 93,625 $ 383,204 $ 265,009 Gross profit 9,854 6,344 27,261 20,155 Loss before income taxes (28,980 ) (32,162 ) (89,304 ) (101,029 ) Net loss (28,980 ) (32,162 ) (89,304 ) (101,029 ) |
SUPPLEMENTAL CONSOLIDATED BAL_2
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest income $ 1,959 $ 1,513 $ 5,810 $ 4,858 Interest expense (6,029 ) (5,713 ) (17,162 ) (16,434 ) Changes in fair value of investments 14 (244 ) (68,971 ) (8,312 ) Foreign currency gains (losses), net (12,785 ) (1,033 ) (11,855 ) (12,168 ) Impairments of investments — (112 ) — (10,156 ) Other (412 ) 729 (424 ) 2,380 Other income (expense), net $ (17,253 ) $ (4,860 ) $ (92,602 ) $ (39,832 ) |
Schedule of Prepaid and Other Current Assets | The following table summarizes prepaid expenses and other current assets as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Merchandise inventories $ 27,422 $ 33,739 Prepaid expenses 31,865 28,209 Income taxes receivable 6,875 6,717 Other 15,505 19,450 Total prepaid expenses and other current assets $ 81,667 $ 88,115 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes accrued merchant and supplier payables as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Accrued merchant payables $ 308,269 $ 371,279 Accrued supplier payables (1) 119,908 280,502 Total accrued merchant and supplier payables $ 428,177 $ 651,781 (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, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Refunds reserve $ 18,083 $ 27,957 Compensation and benefits 62,664 56,173 Accrued marketing 22,450 39,094 Customer credits 16,362 15,118 Income taxes payable 4,337 8,987 Deferred revenue 15,993 25,452 Current portion of lease obligations (1) 40,399 17,207 Other 58,816 77,046 Total accrued expenses and other current liabilities $ 239,104 $ 267,034 |
Schedule of Other Non-current Liabilities | The following table summarizes other non-current liabilities as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Contingent income tax liabilities $ 32,440 $ 39,858 Deferred rent (1) — 32,186 Deferred income taxes 4,403 6,619 Other 14,118 22,025 Total other non-current liabilities $ 50,961 $ 100,688 (1) Non-current operating lease liabilities as of September 30, 2019 are included within Operating lease obligations on the condensed consolidated balance sheet as a result of the adoption of Topic 842 on January 1, 2019. Refer to Note 6 , Leases , for additional information. |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The carrying amount of the Notes consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (38,559 ) (48,331 ) Net carrying amount of liability component $ 211,441 $ 201,669 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, 2019 and 2018 , we recognized interest costs on the Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Contractual interest (3.25% of the principal amount per annum) $ 2,032 $ 2,032 $ 6,096 $ 6,096 Amortization of debt discount 3,341 3,016 9,772 8,822 Total $ 5,373 $ 5,048 $ 15,868 $ 14,918 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease Cost | The following table summarizes our lease cost and sublease income for the three and nine months ended September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Financing lease cost: Amortization of right-of-use assets $ 3,492 $ 16,247 Interest on lease liabilities 243 816 Total finance lease cost 3,735 17,063 Operating lease cost 8,573 25,784 Variable lease cost 2,410 6,319 Short-term lease cost 52 262 Sublease income, gross (1,248 ) (3,872 ) Total lease cost $ 13,522 $ 45,556 The following summarizes right-of-use assets as of September 30, 2019 (in thousands): September 30, 2019 Right-of-use assets - operating leases $ 130,757 Right-of-use assets - finance leases (1) 31,255 Total right-of-use assets, gross 162,012 Less: accumulated depreciation and amortization (29,964 ) Right-of-use assets, net $ 132,048 |
Schedule of Finance Lease Liabilities | As of September 30, 2019 , the future payments under finance leases and operating leases for each of the next five years and thereafter are as follows (in thousands): Finance Leases Operating Leases Remaining in 2019 $ 2,056 $ 10,003 2020 9,611 36,609 2021 5,261 34,416 2022 715 33,579 2023 12 25,130 Thereafter — 33,103 Total minimum lease payments 17,655 172,840 Less: Amount representing interest (863 ) (22,972 ) Present value of net minimum lease payments 16,792 149,868 Less: Current portion of lease obligations (8,939 ) (31,460 ) Total long-term lease obligations $ 7,853 $ 118,408 |
Schedule of Operating Lease Liabilities | As of September 30, 2019 , the future payments under finance leases and operating leases for each of the next five years and thereafter are as follows (in thousands): Finance Leases Operating Leases Remaining in 2019 $ 2,056 $ 10,003 2020 9,611 36,609 2021 5,261 34,416 2022 715 33,579 2023 12 25,130 Thereafter — 33,103 Total minimum lease payments 17,655 172,840 Less: Amount representing interest (863 ) (22,972 ) Present value of net minimum lease payments 16,792 149,868 Less: Current portion of lease obligations (8,939 ) (31,460 ) Total long-term lease obligations $ 7,853 $ 118,408 |
Schedule of Lease Income | As of September 30, 2019 , the future amounts due under subleases for each of the next five years and thereafter are as follows (in thousands): Subleases Remaining in 2019 $ 1,246 2020 5,027 2021 5,065 2022 5,103 2023 4,385 Thereafter 4,891 Total future sublease income $ 25,717 |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flow information on our leasing obligations for the nine months ended September 30, 2019 (in thousands): Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ (816 ) Operating cash flows from operating leases (25,121 ) Financing cash flows from finance leases (16,868 ) Right-of-use assets obtained in exchange for lease liabilities: Finance leases 3,865 Operating leases 23,123 |
STOCKHOLDERS' EQUITY AND COMP_2
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Tables (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | 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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 405 $ 419 $ 1,163 $ 1,103 Marketing 1,671 1,854 4,586 5,411 Selling, general and administrative 17,467 12,753 56,768 44,056 Other income (expense), net — — — 100 Total stock-based compensation expense $ 19,543 $ 15,026 $ 62,517 $ 50,670 We capitalized $2.0 million and $2.0 million of stock-based compensation for the three months ended September 30, 2019 and 2018 , and $5.5 million and $5.7 million for the nine months ended September 30, 2019 and 2018 in connection with internally-developed software and cloud computing arrangements. |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2019 : Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2018 26,623,432 $ 4.47 Granted 25,446,060 3.52 Vested (9,773,156 ) 4.37 Forfeited (9,511,750 ) 4.17 Unvested at September 30, 2019 32,784,586 3.84 |
Share-based Compensation, Performance and Market-Based Performance Shares Units Activity | The table below summarizes Performance Share Unit activity under the Plans for the nine months ended September 30, 2019 : Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Market-based Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2018 3,431,918 $ 4.90 — $ — Granted 4,640,467 3.89 8,486,708 3.03 Vested (777,573 ) 4.88 — — Forfeited (3,124,591 ) 4.64 (1,666,667 ) 3.03 Unvested at September 30, 2019 4,170,221 3.98 6,820,041 3.03 Maximum shares issuable upon vesting at September 30, 2019 7,980,870 6,820,041 |
Share-based Payment Arrangement, Option and Stock Appreciation Rights, Activity | The table below summarizes stock option activity for the nine months ended September 30, 2019 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Outstanding and exercisable at December 31, 2018 212,787 $ 1.80 1.37 $ 298 Exercised (42,500 ) 0.96 Forfeited (2,050 ) 1.68 Outstanding and exercisable at September 30, 2019 168,237 $ 1.95 0.67 $ 119 (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, 2019 and December 31, 2018 . |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure | The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2019 (in thousands): Customer Credits Balance as of December 31, 2018 $ 15,118 Credits issued 85,053 Credits redeemed (1) (74,974 ) Breakage revenue recognized (8,617 ) Foreign currency translation (218 ) Balance as of September 30, 2019 $ 16,362 (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 typically used within one year of issuance. |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. Deferred contract acquisition costs are presented within the following line items of the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Prepaid expenses and other current assets $ 2,185 $ 2,923 Other non-current assets 10,449 11,285 The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the condensed consolidated statements of operations. We did not recognize any impairment losses in relation to the deferred costs. During the three and nine months ended September 30, 2019 and 2018 , amortization expense related to deferred contract acquisition costs is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Amortization of deferred contract acquisition costs $ 5,010 $ 6,151 $ 15,549 $ 19,450 |
INCOME TAXES Tables (Tables)
INCOME TAXES Tables (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Provision (benefit) for income taxes $ 2,069 $ 988 $ 591 $ 205 Income (loss) from continuing operations before provision (benefit) for income taxes (12,616 ) 48,163 (92,909 ) (47,669 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 and December 31, 2018 (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2019 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 4,931 $ — $ — $ 4,931 Available-for-sale securities - redeemable preferred shares 10,138 — — 10,138 Liabilities: Contingent consideration 1,207 — — 1,207 Fair Value Measurement at Reporting Date Using December 31, 2018 Quoted Prices in Active Markets for Significant Other Significant Assets: Fair value option investments $ 73,902 $ — $ — $ 73,902 Available-for-sale securities - redeemable preferred shares 10,340 — — 10,340 Liabilities: Contingent consideration 1,529 — — 1,529 |
Fair Value, Assets and Liabilities, Reconciliation of Level 3 Inputs | The following table provides a rollforward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Assets Fair value option investments: Beginning Balance $ 4,917 $ 74,898 $ 73,902 $ 82,966 Total gains (losses) included in earnings 14 (244 ) (68,971 ) (8,312 ) Ending Balance $ 4,931 $ 74,654 $ 4,931 $ 74,654 Unrealized gains (losses) still held (1) $ 14 $ (244 ) $ (68,971 ) $ (8,312 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ — $ 10,236 $ — $ 11,354 Proceeds from sale of convertible debt security — (8,594 ) — (8,594 ) 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 ) — (1,148 ) Total gains (losses) included in earnings (2) — (36 ) — 2,396 Ending Balance $ — $ — $ — $ — Unrealized gains (losses) still held (1) $ — $ — $ — $ — Redeemable preferred shares: Beginning Balance $ 10,201 $ 9,961 $ 10,340 $ 15,431 Total gains (losses) included in other comprehensive income (loss) (63 ) 246 (202 ) 246 Impairments included in earnings — — — (5,470 ) Ending Balance $ 10,138 $ 10,207 $ 10,138 $ 10,207 Unrealized gains (losses) still held (1) $ (63 ) $ 246 $ (202 ) $ (5,224 ) Liabilities Contingent Consideration: Beginning Balance $ 1,239 $ 1,542 $ 1,529 $ — Issuance of contingent consideration in connection with acquisition — — — 1,589 Settlements of contingent consideration liabilities — — (312 ) — Total losses (gains) included in earnings 6 21 33 35 Foreign currency translation (38 ) (20 ) (43 ) (81 ) Ending Balance $ 1,207 $ 1,543 $ 1,207 $ 1,543 Unrealized gains (losses) still held (1) $ 6 $ 21 $ 33 $ 35 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 and 2018 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (14,685 ) $ 47,175 $ (93,500 ) $ (47,874 ) Less: Net income (loss) attributable to noncontrolling interests 2,000 2,560 8,080 9,433 Net income (loss) attributable to common stockholders - continuing operations (16,685 ) 44,615 (101,580 ) (57,307 ) Net income (loss) attributable to common stockholders - discontinued operations — — 2,162 — Net income (loss) attributable to common stockholders $ (16,685 ) $ 44,615 $ (99,418 ) $ (57,307 ) Denominator Shares used in computation of basic net income (loss) per share 566,971,238 568,634,988 568,339,335 565,227,625 Weighted-average effect of dilutive securities: Stock options — 171,662 — — Restricted stock units — 7,344,425 — — Employee stock purchase plan — 228,346 — — Shares used in computation of diluted net income (loss) per share 566,971,238 576,379,421 568,339,335 565,227,625 Basic and diluted net income (loss) per share: Continuing operations $ (0.03 ) $ 0.08 $ (0.18 ) $ (0.10 ) Discontinued operations — — 0.01 — Basic and diluted net income (loss) per share $ (0.03 ) $ 0.08 $ (0.17 ) $ (0.10 ) |
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, 2019 2018 2019 2018 Restricted stock units 35,378,166 12,462,410 33,148,939 31,072,428 Other stock-based compensation awards 1,561,105 16,000 1,630,902 2,073,802 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 129,531,871 105,071,010 127,372,441 125,738,830 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 North America Service revenue: Local $ 175,140 $ 180,059 $ 532,599 $ 553,340 Goods 3,000 4,021 9,841 12,691 Travel 13,680 17,217 48,746 57,189 Total service revenue 191,820 201,297 591,186 623,220 Product revenue - Goods 111,776 159,854 394,235 511,451 Total North America revenue (1) 303,596 361,151 985,421 1,134,671 International Service revenue: Local 65,440 75,946 208,625 221,949 Goods 2,817 2,584 6,882 10,965 Travel 8,003 9,387 24,817 30,529 Total service revenue 76,260 87,917 240,324 263,443 Product revenue - Goods 115,756 143,815 380,854 438,705 Total International revenue (1) $ 192,016 $ 231,732 $ 621,178 $ 702,148 (1) North America includes revenue from the United States of $297.9 million and $352.3 million for the three months ended September 30, 2019 and 2018 and $965.9 million and $1,108.8 million for the nine months ended September 30, 2019 and 2018 . International includes revenue from the United Kingdom of $69.4 million and $94.0 million for the three months ended September 30, 2019 and 2018 and $221.8 million and $268.5 million for the nine months ended September 30, 2019 and 2018 . There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2019 and 2018 |
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, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 North America Service gross profit: Local $ 155,032 $ 159,379 $ 473,787 $ 491,420 Goods 2,280 3,634 7,838 10,565 Travel 10,717 13,801 38,791 46,106 Total service gross profit 168,029 176,814 520,416 548,091 Product gross profit - Goods 24,046 27,234 80,045 95,008 Total North America gross profit 192,075 204,048 600,461 643,099 International Service gross profit: Local 61,183 71,639 195,941 209,214 Goods 2,589 2,320 6,241 9,972 Travel 7,332 8,649 22,743 28,219 Total service gross profit 71,104 82,608 224,925 247,405 Product gross profit - Goods 14,761 19,333 50,702 64,028 Total International gross profit $ 85,865 $ 101,941 $ 275,627 $ 311,433 |
Schedule of Operating Income by Reportable Segment | The following table summarizes income (loss) from operations by reportable segment for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Income (loss) from operations (1) (2) (3) : North America $ 15,691 $ 51,004 $ 20,655 $ (19,380 ) International (11,054 ) 2,019 (20,962 ) 11,543 Total income (loss) from operations $ 4,637 $ 53,023 $ (307 ) $ (7,837 ) (1) Includes stock-based compensation of $16.8 million and $13.8 million for North America and $2.7 million and $1.2 million for International for the three months ended September 30, 2019 and 2018 |
Schedule of Total Assets by Segment | The following table summarizes total assets by reportable segment as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Total assets: North America (1) $ 883,200 $ 958,412 International (1) 487,502 683,730 Consolidated total assets $ 1,370,702 $ 1,642,142 (1) North America contains assets from the United States of $861.2 million and $940.5 million as of September 30, 2019 and December 31, 2018 . International contains assets from Ireland of $204.6 million as of December 31, 2018 . Assets from Ireland were less than 10% of consolidated total assets as of September 30, 2019 . There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2019 and December 31, 2018 . |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Item Effected [Line Items] | ||
Number of segments | 2 | |
Accounting Standards Update 2018-15 | ||
Item Effected [Line Items] | ||
Capitalization of implementation costs | $ 2.4 | $ 5.2 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill | $ 319,557 | $ 325,491 |
Foreign currency translation | (5,934) | |
North America | ||
Goodwill [Line Items] | ||
Goodwill | 178,685 | 178,685 |
Foreign currency translation | 0 | |
International | ||
Goodwill [Line Items] | ||
Goodwill | 140,872 | $ 146,806 |
Foreign currency translation | $ (5,934) |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 109,844 | $ 107,570 |
Accumulated Amortization | 73,347 | 62,169 |
Net Carrying Value | 36,497 | 45,401 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 16,200 | 16,200 |
Accumulated Amortization | 15,750 | 11,700 |
Net Carrying Value | 450 | 4,500 |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 20,913 | 21,554 |
Accumulated Amortization | 7,047 | 4,105 |
Net Carrying Value | 13,866 | 17,449 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,394 | 9,476 |
Accumulated Amortization | 7,199 | 6,799 |
Net Carrying Value | 2,195 | 2,677 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 14,882 | 13,825 |
Accumulated Amortization | 13,659 | 13,485 |
Net Carrying Value | 1,223 | 340 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 22,383 | 20,508 |
Accumulated Amortization | 17,690 | 16,451 |
Net Carrying Value | 4,693 | 4,057 |
Other intangible assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 26,072 | 26,007 |
Accumulated Amortization | 12,002 | 9,629 |
Net Carrying Value | $ 14,070 | $ 16,378 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining amounts in 2019 | $ 2,843 |
2020 | 8,445 |
2021 | 7,336 |
2022 | 6,750 |
2023 | 5,613 |
Thereafter | 5,510 |
Total | $ 36,497 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 3.7 | $ 3.9 | $ 11.4 | $ 10.3 |
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 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Fair value | $ 10,138 | $ 10,138 | $ 10,340 | ||||||
Equity method investments | 4,931 | $ 4,917 | $ 74,654 | 4,931 | $ 74,654 | 73,902 | $ 74,898 | $ 82,966 | |
Investments | 38,124 | 38,124 | 108,515 | ||||||
Gain (loss) from changes in fair value | 14 | (244) | (68,971) | (8,312) | |||||
Redeemable Preferred Stock | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Fair value | 10,138 | 10,138 | 10,340 | ||||||
Fair Value Option Investments | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 4,931 | 4,931 | 73,902 | ||||||
Other Equity Investments | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 23,055 | $ 23,055 | $ 24,273 | ||||||
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% | ||||||
Monster LP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 0 | $ 0 | $ 69,400 | ||||||
Gain (loss) from changes in fair value | 0 | $ 27,900 | $ 41,500 | (474) | (69,408) | (8,759) | |||
Discount rate | 26.00% | 21.00% | |||||||
Revenue | 131,188 | 93,625 | 383,204 | 265,009 | |||||
Gross profit | 9,854 | 6,344 | 27,261 | 20,155 | |||||
Loss before income taxes | (28,980) | (32,162) | (89,304) | (101,029) | |||||
Net loss | $ (28,980) | $ (32,162) | $ (89,304) | $ (101,029) |
INVESTMENTS - Schedule of Activ
INVESTMENTS - Schedule of Activity for Available For Sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Abstract] | ||
Amortized cost | $ 9,961 | $ 9,961 |
Gross unrealized gain (loss) | 177 | 379 |
Fair value | $ 10,138 | $ 10,340 |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Other than temporary impairments | $ 5,500 | ||||||||
Equity method investments | $ 4,931 | $ 4,917 | $ 74,654 | $ 4,931 | 74,654 | $ 73,902 | $ 74,898 | $ 82,966 | |
Gain (loss) from changes in fair value of investments | (14) | 244 | 68,971 | 8,312 | |||||
Other than temporary impairments on equity method investments | 4,700 | ||||||||
Monster LP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 0 | 0 | $ 69,400 | ||||||
Gain (loss) from changes in fair value of investments | 0 | $ (27,900) | $ (41,500) | 474 | 69,408 | 8,759 | |||
Discount rate | 26.00% | 21.00% | |||||||
Nearbuy | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 4,900 | 4,900 | $ 4,500 | ||||||
Gain (loss) from changes in fair value of investments | $ (14) | $ (230) | $ (437) | $ (447) |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||||
Interest income | $ 1,959 | $ 1,513 | $ 5,810 | $ 4,858 |
Interest expense | (6,029) | (5,713) | (17,162) | (16,434) |
Changes in fair value of investments | 14 | (244) | (68,971) | (8,312) |
Foreign currency gains (losses), net | (12,785) | (1,033) | (11,855) | (12,168) |
Impairments of investments | 0 | (112) | 0 | (10,156) |
Other | 412 | (729) | 424 | (2,380) |
Other income (expense), net | $ (17,253) | $ (4,860) | $ (92,602) | $ (39,832) |
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, 2019 | Dec. 31, 2018 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Merchandise inventories | $ 27,422 | $ 33,739 |
Prepaid expenses | 31,865 | 28,209 |
Income taxes receivable | 6,875 | 6,717 |
Other | 15,505 | 19,450 |
Total prepaid expenses and other current assets | $ 81,667 | $ 88,115 |
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, 2019 | Dec. 31, 2018 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Accrued merchant payables | $ 308,269 | $ 371,279 |
Accrued supplier payables (1) | 119,908 | 280,502 |
Total accrued merchant and supplier payables | $ 428,177 | $ 651,781 |
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, 2019 | Dec. 31, 2018 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Current portion of lease obligations | $ 25,000 | |
Refunds reserve | 18,083 | $ 27,957 |
Compensation and benefits | 62,664 | 56,173 |
Accrued marketing | 22,450 | 39,094 |
Customer credits | 16,362 | 15,118 |
Income taxes payable | 4,337 | 8,987 |
Deferred revenue | 15,993 | 25,452 |
Current portion of lease obligations (1) | 40,399 | 17,207 |
Other | 58,816 | 77,046 |
Total accrued expenses and other current liabilities | $ 239,104 | $ 267,034 |
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, 2019 | Dec. 31, 2018 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 32,440 | $ 39,858 |
Deferred rent (1) | 0 | 32,186 |
Deferred income taxes | 4,403 | 6,619 |
Other | 14,118 | 22,025 |
Total other non-current liabilities | $ 50,961 | $ 100,688 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Notes (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Apr. 04, 2016 | |
Debt Instrument [Line Items] | |||
Principal amount | $ 250,000 | $ 250,000 | |
Less: debt discount | (38,559) | (48,331) | $ (4,800) |
Net carrying amount of liability component | $ 211,441 | 201,669 | |
Remaining term | 2 years 6 months | ||
Additional Paid-In Capital | |||
Debt Instrument [Line Items] | |||
Net carrying amount of equity component | $ 67,014 | $ 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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
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 | 3,341 | 3,016 | 9,772 | 8,822 |
Total | $ 5,373 | $ 5,048 | $ 15,868 | $ 14,918 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) - USD ($) | Apr. 04, 2016 | Jun. 30, 2016 | Sep. 30, 2019 | Dec. 31, 2016 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Remaining term | 2 years 6 months | ||||
Net proceeds | $ 243,200,000 | ||||
Stated interest rate | 3.25% | ||||
Principal amount converted initially | $ 1,000 | ||||
Number of shares converted (in shares) | 185.1852 | ||||
Closing price of stock, trigger price (in usd per share) | 150.00% | ||||
Number of threshold trading days | 20 | ||||
Consecutive trading days | 30 | ||||
Effective interest rate | 9.75% | ||||
Debt related commitment fees and issuance costs | $ 6,800,000 | ||||
Debt issuance costs | $ 4,800,000 | $ 38,559,000 | $ 48,331,000 | ||
Equity component of convertible debt | $ 2,000,000 | ||||
Estimated fair value of convertible notes | $ 259,000,000 | $ 257,100,000 | |||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of convertible senior notes | $ 250,000,000 | ||||
Conversion price (in usd per share) | $ 5.40 | ||||
Share Price | $ 2.66 |
FINANCING ARRANGEMENTS - Note H
FINANCING ARRANGEMENTS - Note Hedges and Warrants (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | May 09, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Apr. 04, 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 | |||
Exercise price (in usd per share) | $ 8.50 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Facility (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Apr. 04, 2016 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 400 | ||
Liability recorded for debt issuance costs | 2.4 | ||
Stated interest rate | 3.25% | ||
Unrestricted cash covenant amount | 250 | ||
Amount of accounts held with lenders | 125 | ||
Outstanding amount of lines of credit | $ 18 | $ 19.2 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Unused commitment fee percentage | 0.25% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Unused commitment fee percentage | 0.35% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 75 | ||
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 | 2.00% | ||
Geographic Distribution, Domestic | |||
Debt Instrument [Line Items] | |||
Outstanding stock percentage | 100.00% | ||
Geographic Distribution, Foreign | |||
Debt Instrument [Line Items] | |||
Outstanding stock percentage | 65.00% |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2016 | Jan. 01, 2019 | |
Right-of-use assets - operating leases | $ 130,757,000 | $ 130,757,000 | $ 109,600,000 | |||
Payments to be received | 25,717 | 25,717 | ||||
Sublease income | $ 1,248,000 | $ 3,872,000 | ||||
Weighted average remaining lease term under finance leases | 2 years | 2 years | ||||
Weighted average remaining lease term under operating leases | 5 years | 5 years | ||||
Weighted average discount rate under finance leases | 5.10% | 5.10% | ||||
Weighted average discount rate under operating leases | 5.60% | 5.60% | ||||
Uptake | ||||||
Sublease income | $ 500,000 | $ 500,000 | $ 1,700,000 | $ 1,500,000 | $ 18,200,000 | |
Minimum | ||||||
Discount rate | 1.50% | 1.50% | ||||
Maximum | ||||||
Discount rate | 6.90% | 6.90% | ||||
Accumulated Deficit | Accounting Standards Update 2016-02 | ||||||
Cumulative effect adjustment | $ 0 |
LEASES Right-of-Use Assets (Det
LEASES Right-of-Use Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Right-of-use assets - operating leases | $ 130,757 | $ 109,600 |
Right-of-use assets - finance leases (1) | 31,255 | |
Total right-of-use assets, gross | 162,012 | |
Less: accumulated depreciation and amortization | (29,964) | |
Right-of-use assets, net | $ 132,048 |
LEASES Total Lease Cost (Detail
LEASES Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Amortization of right-of-use assets | $ 3,492 | $ 16,247 |
Interest on lease liabilities | 243 | 816 |
Total finance lease cost | 3,735 | 17,063 |
Operating lease cost | 8,573 | 25,784 |
Variable lease cost | 2,410 | 6,319 |
Short-term lease cost | 52 | 262 |
Sublease income, gross | (1,248) | (3,872) |
Total lease cost | $ 13,522 | $ 45,556 |
LEASES Future Lease Amount (Det
LEASES Future Lease Amount (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Finance Leases | ||
Remaining in 2019 | $ 2,056,000 | |
2020 | 9,611,000 | |
2021 | 5,261,000 | |
2022 | 715,000 | |
2023 | 12,000 | |
Thereafter | 0 | |
Total minimum lease payments | 17,655,000 | |
Less: Amount representing interest | (863,000) | |
Present value of net minimum lease payments | 16,792,000 | |
Less: Current portion of lease obligations | (8,939,000) | |
Total long-term lease obligations | 7,853,000 | |
Operating Leases | ||
Remaining in 2019 | 10,003,000 | |
2020 | 36,609,000 | |
2021 | 34,416,000 | |
2022 | 33,579,000 | |
2023 | 25,130,000 | |
Thereafter | 33,103,000 | |
Total minimum lease payments | 172,840,000 | |
Less: Amount representing interest | (22,972,000) | |
Present value of net minimum lease payments | 149,868,000 | |
Less: Current portion of lease obligations | (31,460,000) | |
Total long-term lease obligations | $ 118,408,000 | $ 0 |
LEASES Sublease (Details)
LEASES Sublease (Details) | Sep. 30, 2019USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
Remaining in 2019 | $ 1,246 |
2020 | 5,027 |
2021 | 5,065 |
2022 | 5,103 |
2023 | 4,385 |
Thereafter | 4,891 |
Total future sublease income | $ 25,717 |
LEASES Supplemental Cash Flow (
LEASES Supplemental Cash Flow (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from finance leases | $ (816) |
Operating cash flows from operating leases | (25,121) |
Financing cash flows from finance leases | (16,868) |
Right-of-use assets obtained in exchange for lease liabilities: | 3,865 |
Operating leases | $ 23,123 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Mar. 09, 2017 | |
Maximum exposure of indemnification liability | $ 13.3 | |
Gain on expiration of indemnity liability | 2.2 | |
Indemnification Liabilities | $ 3.2 | |
Groupon Latin America | ||
Estimated indemnification liability | $ 5.4 |
STOCKHOLDERS' EQUITY AND COMP_3
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 2,010,000,000 | 2,010,000,000 | 2,010,000,000 | ||||
Authorized repurchase amount | $ 300 | $ 300 | |||||
Stock Repurchased During Period, Shares | 5,391,084 | 14,027,227 | |||||
Stock Repurchased During Period, Value | $ 15.1 | $ 45.2 | |||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 245,000,000 | 245,000,000 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 71,768,289 | 71,768,289 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 7,980,870 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Share-based Compensation Arrangement By Share-based Payment Award, Fair Value Assumptions, Cost Of Equity Rate | 12.80% | ||||||
Employee Stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 20,000,000 | 20,000,000 | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 1,486,006 | 1,621,061 | |||||
Minimum | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Minimum | Restricted Stock Units (RSUs) | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||
Maximum | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Maximum | Restricted Stock Units (RSUs) | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Common Stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 766,709 | 719,297 | 874,288 | 746,773 | |||
Common Class A | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock Repurchased During Period, Shares | 0 |
STOCKHOLDERS' EQUITY AND COMP_4
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Amount Capitalized | $ 2,000 | $ 2,000 | $ 5,500 | $ 5,700 |
Share-based Payment Arrangement, Noncash Expense | 19,543 | 15,026 | 62,517 | 50,670 |
Cost of Sales [Member] | ||||
Share-based Payment Arrangement, Noncash Expense | 405 | 419 | 1,163 | 1,103 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Noncash Expense | 1,671 | 1,854 | 4,586 | 5,411 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Payment Arrangement, Noncash Expense | 17,467 | 12,753 | 56,768 | 44,056 |
Other Income [Member] | ||||
Share-based Payment Arrangement, Noncash Expense | 0 | $ 0 | 0 | $ 100 |
Restricted Stock Units (RSUs) | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 96,600 | $ 96,600 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 7 months 13 days |
STOCKHOLDERS' EQUITY AND COMP_5
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS RSU (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 32,784,586 | 26,623,432 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 3.84 | $ 4.47 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 25,446,060 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,773,156 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.52 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 4.37 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (9,511,750) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 4.17 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Minimum [Member] | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year |
STOCKHOLDERS' EQUITY AND COMP_6
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Common stock, shares authorized (in shares) | 2,010,000,000 | 2,010,000,000 | 2,010,000,000 | ||||||
Share-based Payment Arrangement, Amount Capitalized | $ 2,000 | $ 2,000 | $ 5,500 | $ 5,700 | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 168,237 | 168,237 | 212,787 | ||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.95 | $ 1.95 | $ 1.80 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 months 1 day | 1 year 4 months 13 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 119 | $ 119 | $ 298 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 42,500 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.96 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (2,050) | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 1.68 | ||||||||
Employee Stock | |||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 1,486,006 | 1,621,061 | |||||||
Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Minimum [Member] | Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||
Maximum [Member] | Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||
Common Stock | |||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 766,709 | 719,297 | 874,288 | 746,773 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 30,000 | 12,500 | 2,650 | 665,343 | 2,400 | ||||
2008 Plan [Member] | |||||||||
Common stock, shares authorized (in shares) | 64,618,500 | 64,618,500 | |||||||
2010 Plan [Member] | |||||||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||||
2011 Plan [Member] | |||||||||
Common stock, shares authorized (in shares) | 187,500,000 | 187,500,000 |
STOCKHOLDERS' EQUITY AND COMP_7
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS PSU (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 49.80% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 7,980,870 | |
Share-based Compensation Arrangement By Share-based Payment Award, Fair Value Assumptions, Cost Of Equity Rate | 12.80% | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 8.9 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 11 months 8 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 4,170,221 | 3,431,918 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 3.98 | $ 4.90 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,640,467 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (777,573) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 4.88 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (3,124,591) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 4.64 | |
Market-based Performance Share Units [Domain] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 8.1 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 4 months 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 6,820,041 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 3.03 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 8,486,708 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.03 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (1,666,667) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 3.03 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Capitalized Contract Cost [Line Items] | |||||
Deferred revenue | $ 15,993 | $ 15,993 | $ 25,452 | ||
Balance as of December 31, 2018 | 15,118 | ||||
Revenue recognized previously recorded in deferred revenue | 25,000 | ||||
Amortization of Deferred Charges | 5,010 | $ 6,151 | 15,549 | $ 19,450 | |
Credits issued | 85,053 | ||||
Credits redeemed | (74,974) | ||||
Customer Refundable Fees, Revenue Recognized | (8,617) | ||||
Foreign currency translation | 218 | ||||
Revenue constrained and to be recognized in future periods | 16,500 | 16,500 | 13,700 | ||
Prepaid expenses and other current assets | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred Costs | 2,185 | 2,185 | 2,923 | ||
Other non-current assets | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred Costs | $ 10,449 | $ 10,449 | $ 11,285 |
REVENUE RECOGNITION Deferred co
REVENUE RECOGNITION Deferred contract acquisition costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Amortization of Deferred Charges | $ 5,010 | $ 6,151 | $ 15,549 | $ 19,450 | |
Other Noncurrent Assets [Member] | |||||
Deferred Costs | 10,449 | 10,449 | $ 11,285 | ||
Prepaid Expenses and Other Current Assets [Member] | |||||
Deferred Costs | $ 2,185 | $ 2,185 | $ 2,923 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Provision (benefit) for income taxes | $ 2,069 | $ 988 | $ 591 | $ 205 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (12,616) | $ 48,163 | (92,909) | (47,669) |
International | ||||
Proposed assessment for claims | 105,600 | |||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 21,000 | $ 21,000 | ||
Foreign Tax Authority | Accounting Standards Update 2014-09 | ||||
Provision (benefit) for income taxes | $ 6,400 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Apr. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other than temporary impairments on equity method investments | $ 4,700 | ||
Document Fiscal Year Focus | 2019 | ||
Contingent consideration | $ 0 | $ 1,589 | $ 2,500 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Equity method investments | $ 4,931 | $ 4,917 | $ 73,902 | $ 74,654 | $ 74,898 | $ 82,966 |
Fair value | 10,138 | 10,340 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,207 | $ 1,239 | 1,529 | $ 1,543 | $ 1,542 | $ 0 |
Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Equity method investments | 4,931 | 73,902 | ||||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Equity method investments | 0 | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 | ||||
Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Equity method investments | 0 | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 | ||||
Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Equity method investments | 4,931 | 73,902 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,207 | 1,529 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value | 10,138 | 10,340 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value | 0 | 0 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value | 0 | 0 | ||||
Redeemable Preferred Stock | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair value | $ 10,138 | $ 10,340 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Equity method investments | $ 4,931 | $ 74,654 | $ 4,931 | $ 74,654 | $ 4,917 | $ 73,902 | $ 74,898 | $ 82,966 |
Gain (loss) from changes in fair value of investments | 14 | (244) | (68,971) | (8,312) | ||||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss) | (244) | (68,971) | (8,312) | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,207 | 1,543 | 1,207 | 1,543 | 1,239 | 1,529 | 1,542 | 0 |
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | 6 | 21 | 33 | 35 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 0 | 0 | 0 | 1,589 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | 0 | 0 | (312) | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 6 | 21 | 33 | 35 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Foreign Currency Translation | (38) | (20) | (43) | (81) | ||||
Fair Value Option Investments [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss) | 14 | |||||||
Convertible Debt Securities [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss) | 0 | 0 | 0 | 0 | ||||
Debt Securities, Available-for-sale | 0 | 0 | 0 | 0 | 0 | 0 | 10,236 | 11,354 |
Fair Value, Measurement With Unobservable Input Reconciliation, Asset, Proceeds From Sales and Maturities of Convertible Debt Security | 0 | (8,594) | 0 | (8,594) | ||||
Fair Value, Measurement with Unobservable Input Reconciliation, Recurring Basis, Asset, Available-For-Sale Investment Transfer to Other Equity Investment | 0 | (1,500) | 0 | (4,008) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | 0 | (106) | 0 | (1,148) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 0 | (36) | 0 | 2,396 | ||||
Redeemable Preferred Stock [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss) | (63) | 246 | (202) | (5,224) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | 63 | (246) | 202 | (246) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 10,138 | 10,207 | 10,138 | 10,207 | $ 10,201 | $ 10,340 | $ 9,961 | $ 15,431 |
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale, Recognized in Earnings | $ 0 | $ 0 | $ 0 | $ 5,470 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net income (loss) - continuing operations | $ (14,685) | $ 47,175 | $ (93,500) | $ (47,874) |
Less: Net income (loss) attributable to noncontrolling interests | 2,000 | 2,560 | 8,080 | 9,433 |
Net income (loss) attributable to common stockholders - continuing operations | (16,685) | 44,615 | (101,580) | (57,307) |
Income (loss) from discontinued operations, net of tax | 0 | 0 | 2,162 | 0 |
Net income (loss) attributable to Groupon, Inc. | $ (16,685) | $ 44,615 | $ (99,418) | $ (57,307) |
Weighted-average common shares outstanding (in shares) | 566,971,238 | 568,634,988 | 568,339,335 | 565,227,625 |
Weighted Average Number of Shares Outstanding, Diluted | 566,971,238 | 576,379,421 | 568,339,335 | 565,227,625 |
Basic and diluted net income (loss) per share: | ||||
Continuing operations (in usd per share) | $ (0.03) | $ 0.08 | $ (0.18) | $ (0.10) |
Discontinued operations (in usd per share) | 0 | 0 | 0.01 | 0 |
Basic and diluted net income (loss) per share (in usd per share) | $ (0.03) | $ 0.08 | $ (0.17) | $ (0.10) |
Common Stock [Member] | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 171,662 | 0 | 0 |
Employee Stock | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 228,346 | 0 | 0 |
Restricted Stock Units (RSUs) | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 7,344,425 | 0 | 0 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Document Fiscal Year Focus | 2019 | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 129,531,871 | 105,071,010 | 127,372,441 | 125,738,830 |
Performance Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable upon vesting of outstanding performance share units (in shares) | 14,441,345 | 5,326,725 | ||
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) | 35,378,166 | 12,462,410 | 33,148,939 | 31,072,428 |
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) | 1,561,105 | 16,000 | 1,630,902 | 2,073,802 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 495,612 | $ 592,883 | $ 1,606,599 | $ 1,836,819 |
North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 303,596 | 361,151 | 985,421 | 1,134,671 |
International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 192,016 | 231,732 | 621,178 | 702,148 |
UNITED STATES | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Revenues | 297,900 | 352,300 | 965,900 | 1,108,800 |
UNITED KINGDOM | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Revenues | 69,400 | 94,000 | 221,800 | 268,500 |
Product | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 227,532 | 303,669 | 775,089 | 950,156 |
Product | Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 111,776 | 159,854 | 394,235 | 511,451 |
Product | Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 115,756 | 143,815 | 380,854 | 438,705 |
Service | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 268,080 | 289,214 | 831,510 | 886,663 |
Service | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 191,820 | 201,297 | 591,186 | 623,220 |
Service | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 76,260 | 87,917 | 240,324 | 263,443 |
Service | Local | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 175,140 | 180,059 | 532,599 | 553,340 |
Service | Local | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 65,440 | 75,946 | 208,625 | 221,949 |
Service | Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 3,000 | 4,021 | 9,841 | 12,691 |
Service | Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 2,817 | 2,584 | 6,882 | 10,965 |
Service | Travel | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 13,680 | 17,217 | 48,746 | 57,189 |
Service | Travel | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 8,003 | $ 9,387 | $ 24,817 | $ 30,529 |
SEGMENT INFORMATION Schedule _2
SEGMENT INFORMATION Schedule of Gross Profit by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 277,940 | $ 305,989 | $ 876,088 | $ 954,532 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 192,075 | 204,048 | 600,461 | 643,099 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 85,865 | 101,941 | 275,627 | 311,433 |
Service | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 168,029 | 176,814 | 520,416 | 548,091 |
Service | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 71,104 | 82,608 | 224,925 | 247,405 |
Service | Local | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 155,032 | 159,379 | 473,787 | 491,420 |
Service | Local | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 61,183 | 71,639 | 195,941 | 209,214 |
Service | Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 2,280 | 3,634 | 7,838 | 10,565 |
Service | Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 2,589 | 2,320 | 6,241 | 9,972 |
Service | Travel | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 10,717 | 13,801 | 38,791 | 46,106 |
Service | Travel | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 7,332 | 8,649 | 22,743 | 28,219 |
Product | Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 24,046 | 27,234 | 80,045 | 95,008 |
Product | Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 14,761 | $ 19,333 | $ 50,702 | $ 64,028 |
SEGMENT INFORMATION Schedule _3
SEGMENT INFORMATION Schedule of Operating Income by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Operating Income (Loss) by Segment | ||||
Income (loss) from operations | $ 4,637 | $ 53,023 | $ (307) | $ (7,837) |
Stock-based compensation | 19,543 | 15,026 | 62,517 | 50,670 |
Acquisition Related (Benefit) Expense, Net | 700 | |||
North America | ||||
Schedule of Operating Income (Loss) by Segment | ||||
Income (loss) from operations | 15,691 | 51,004 | 20,655 | (19,380) |
Stock-based compensation | 16,800 | 13,800 | 55,700 | 46,700 |
International | ||||
Schedule of Operating Income (Loss) by Segment | ||||
Income (loss) from operations | (11,054) | 2,019 | (20,962) | 11,543 |
Stock-based compensation | $ 2,700 | 1,200 | $ 6,800 | 3,900 |
IBM [Member] | ||||
Schedule of Operating Income (Loss) by Segment | ||||
Loss Contingency Accrual, Provision | $ 34,600 | $ 40,400 |
SEGMENT INFORMATION Schedule _4
SEGMENT INFORMATION Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,370,702 | $ 1,642,142 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 883,200 | 958,412 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 487,502 | 683,730 |
UNITED STATES | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 861,200 | 940,500 |
IRELAND | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 204,600 |
Uncategorized Items - a2019q310
Label | Element | Value |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 420,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 387,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 393,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 227,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 3,320,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 1,101,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 2,649,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 4,932,000 |