Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
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 $0.0001 per share | |
Trading Symbol | GRPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,812,655 | |
Entity Central Index Key | 0001490281 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 778,967 | $ 750,887 | |
Accounts receivable, net | 45,451 | 54,953 | |
Prepaid expenses and other current assets | 51,958 | 82,073 | |
Total current assets | 876,376 | 887,913 | |
Property, equipment and software, net | 88,488 | 124,950 | |
Right-of-use assets - operating leases, net | 79,008 | 108,390 | |
Goodwill | 213,009 | 325,017 | |
Intangible assets, net | 30,965 | 35,292 | |
Investments | 35,911 | 76,576 | |
Other non-current assets | 26,061 | 28,605 | |
Total Assets | 1,349,818 | 1,586,743 | |
Current liabilities: | |||
Short-term borrowings | 200,000 | 0 | |
Accounts payable | 42,210 | 20,415 | |
Accrued merchant and supplier payables | 381,856 | 540,940 | |
Accrued expenses and other current liabilities | 257,298 | 260,192 | |
Total current liabilities | 881,364 | 821,547 | |
Convertible senior notes, net | 225,693 | 214,869 | |
Operating lease obligations | 94,142 | 110,294 | |
Total other non-current liabilities | 50,096 | 44,987 | |
Total Liabilities | 1,251,295 | 1,191,697 | |
Stockholders' Equity | |||
Common stock | [1] | 4 | 4 |
Additional paid-in-capital | [1] | 2,338,432 | 2,310,393 |
Treasury stock | [1] | (922,666) | (922,666) |
Accumulated deficit | (1,334,864) | (1,032,876) | |
Accumulated other comprehensive income (loss) | 17,702 | 39,081 | |
Total Groupon, Inc. Stockholders' Equity | 98,608 | 393,936 | |
Noncontrolling interests | (85) | 1,110 | |
Total Equity | 98,523 | 395,046 | |
Total Liabilities and Equity | $ 1,349,818 | $ 1,586,743 | |
[1] | Prior period share information and balances have been retroactively adjusted to reflect a reverse stock split. See Note 7, Stockholders' Equity and Compensation Arrangements for additional information. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,500,000 | 100,500,000 |
Common stock, shares issued (in shares) | 39,084,960 | 38,584,854 |
Common stock, shares outstanding (in shares) | 28,790,843 | 28,290,737 |
Treasury Stock | ||
Treasury stock (in shares) | 10,294,117 | 10,294,117 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenue: | |||||
Total revenue | $ 304,019 | $ 495,612 | $ 1,073,815 | $ 1,606,599 | |
Cost of revenue: | |||||
Total cost of revenue | 143,997 | 217,672 | 575,320 | 730,511 | |
Gross profit | 160,022 | 277,940 | 498,495 | 876,088 | |
Operating expenses: | |||||
Marketing | 31,386 | 74,976 | 116,758 | 257,296 | |
Selling, general and administrative | 124,257 | 198,388 | 475,017 | 619,274 | |
Goodwill impairment | 0 | 0 | 109,486 | 0 | |
Long-lived asset impairment | 0 | 0 | 22,351 | 0 | |
Restructuring and related charges | 20,559 | (61) | 61,037 | (175) | |
Total operating expenses | 176,202 | 273,303 | 784,649 | 876,395 | |
Income (loss) from operations | (16,180) | 4,637 | (286,154) | (307) | |
Other income (expense), net | (867) | (17,253) | (21,549) | (92,602) | |
Income (loss) from continuing operations before provision (benefit) for income taxes | (17,047) | (12,616) | (307,703) | (92,909) | |
Provision (benefit) for income taxes | (486) | 2,069 | (7,170) | 591 | |
Income (loss) from continuing operations | (16,561) | (14,685) | (300,533) | (93,500) | |
Income (loss) from discontinued operations, net of tax | 0 | 0 | 382 | 2,162 | |
Net income (loss) | (16,561) | (14,685) | (300,151) | (91,338) | |
Net (income) loss attributable to noncontrolling interests | 291 | (2,000) | (1,758) | (8,080) | |
Net income (loss) attributable to Groupon, Inc. | $ (16,270) | $ (16,685) | $ (301,909) | $ (99,418) | |
Basic and diluted net income (loss) per share: | |||||
Continuing operations (in usd per share) | [1] | $ (0.57) | $ (0.59) | $ (10.59) | $ (3.57) |
Discontinued operations (in usd per share) | [1] | 0 | 0 | 0.01 | 0.08 |
Basic and diluted net income (loss) per share (in usd per share) | [1] | $ (0.57) | $ (0.59) | $ (10.58) | $ (3.49) |
Weighted average number of shares outstanding | |||||
Basic (in shares) | [1] | 28,751,520 | 28,348,561 | 28,535,393 | 28,416,966 |
Diluted (in shares) | [1] | 28,751,520 | 28,348,561 | 28,535,393 | 28,416,966 |
Comprehensive income (loss): | |||||
Net change in unrealized gain (loss) on foreign currency translation adjustments | $ (11,786) | $ 4,439 | $ (21,379) | $ 4,426 | |
Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $0 and $(16) for the three months ended September 30, 2020 and 2019 and $0 and $(51) for the nine months ended September 30, 2020 and 2019) | 0 | (47) | 0 | (151) | |
Other comprehensive income (loss) | (11,786) | 4,392 | (21,379) | 4,275 | |
Comprehensive income (loss) | (28,347) | (10,293) | (321,530) | (87,063) | |
Comprehensive (income) loss attributable to noncontrolling interest | 291 | (2,000) | (1,758) | (8,080) | |
Comprehensive income (loss) attributable to Groupon, Inc. | (28,056) | (12,293) | (323,288) | (95,143) | |
Service | |||||
Revenue: | |||||
Total revenue | 155,073 | 268,080 | 474,478 | 831,510 | |
Cost of revenue: | |||||
Total cost of revenue | 17,005 | 28,947 | 60,162 | 86,169 | |
Product | |||||
Revenue: | |||||
Total revenue | 148,946 | 227,532 | 599,337 | 775,089 | |
Cost of revenue: | |||||
Total cost of revenue | 126,992 | 188,725 | 515,158 | 644,342 | |
Continuing Operations | |||||
Comprehensive income (loss): | |||||
Other comprehensive income (loss) | (11,786) | 4,392 | (21,379) | 4,275 | |
Discontinued Operations, Disposed of by Sale | |||||
Comprehensive income (loss): | |||||
Other comprehensive income (loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] | All share and per share information has been retroactively adjusted to reflect a reverse stock split. See Note 7, Stockholders' Equity and Compensation Arrangements for additional information. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net change in unrealized gain (loss) on available-for-sale securities, tax | $ 0 | $ (16) | $ 0 | $ (51) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative effect of change in accounting principle, net of tax | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated DeficitCumulative effect of change in accounting principle, net of tax | Accumulated Other Comprehensive Income (Loss) | Total Groupon, Inc. Stockholders' Equity | Total Groupon, Inc. Stockholders' EquityCumulative effect of change in accounting principle, net of tax | Non-controlling Interests | ||||
Beginning balance (in shares) at Dec. 31, 2018 | [1] | 38,046,972 | 9,592,756 | ||||||||||||
Beginning balance at Dec. 31, 2018 | $ 382,612 | $ 4 | [1] | $ 2,234,633 | [1] | $ (877,491) | [1] | $ (1,010,499) | $ 34,602 | $ 381,249 | $ 1,363 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (35,695) | (42,487) | 3,313 | (39,174) | 3,479 | ||||||||||
Exercise in stock options (in shares) | [1] | 625 | |||||||||||||
Exercise of stock options | 8 | 8 | [1] | 8 | |||||||||||
Vesting of restricted stock units and performance share units (in shares) | [1] | 208,020 | |||||||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||||||||
Shares issued under employee stock purchase plan (in shares) | [1] | 35,964 | |||||||||||||
Shares issued under employee stock purchase plan | 1,998 | 1,998 | [1] | 1,998 | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (79,286) | |||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (5,681) | (5,681) | [1] | (5,681) | |||||||||||
Payments for repurchase of common stock (in shares) | [1] | (220,399) | |||||||||||||
Payments for repurchase of common stock | (15,055) | $ (15,055) | [1] | (15,055) | |||||||||||
Stock-based compensation on equity-classified awards | 17,731 | 17,731 | [1] | 17,731 | |||||||||||
Distributions to noncontrolling interest holders | (3,521) | (3,521) | |||||||||||||
Ending balance (in shares) at Mar. 31, 2019 | [1] | 38,212,295 | 9,813,155 | ||||||||||||
Ending balance at Mar. 31, 2019 | 342,397 | $ 4 | [1] | 2,248,689 | [1] | $ (892,546) | [1] | (1,052,986) | 37,915 | 341,076 | 1,321 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | [1] | 38,046,972 | 9,592,756 | ||||||||||||
Beginning balance at Dec. 31, 2018 | 382,612 | $ 4 | [1] | 2,234,633 | [1] | $ (877,491) | [1] | (1,010,499) | 34,602 | 381,249 | 1,363 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (87,063) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 38,458,764 | 10,294,116 | [1] | ||||||||||||
Ending balance at Sep. 30, 2019 | 301,127 | $ 4 | 2,294,073 | [1] | $ (922,666) | [1] | (1,109,917) | 38,877 | 300,371 | 756 | |||||
Beginning balance (in shares) at Mar. 31, 2019 | [1] | 38,212,295 | 9,813,155 | ||||||||||||
Beginning balance at Mar. 31, 2019 | 342,397 | $ 4 | [1] | 2,248,689 | [1] | $ (892,546) | [1] | (1,052,986) | 37,915 | 341,076 | 1,321 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (41,075) | (40,246) | (3,430) | (43,676) | 2,601 | ||||||||||
Exercise in stock options (in shares) | [1] | 1,500 | |||||||||||||
Exercise of stock options | 32 | 32 | [1] | 32 | |||||||||||
Vesting of restricted stock units and performance share units (in shares) | [1] | 220,211 | |||||||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||||||||
Shares issued under employee stock purchase plan | 0 | ||||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (76,220) | |||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (5,387) | (5,387) | [1] | (5,387) | |||||||||||
Payments for repurchase of common stock (in shares) | [1] | (211,407) | |||||||||||||
Payments for repurchase of common stock | (15,053) | $ (15,053) | [1] | (15,053) | |||||||||||
Stock-based compensation on equity-classified awards | 28,339 | 28,339 | [1] | 28,339 | |||||||||||
Distributions to noncontrolling interest holders | (3,113) | (3,113) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2019 | [1] | 38,357,786 | 10,024,562 | ||||||||||||
Ending balance at Jun. 30, 2019 | 306,140 | $ 4 | [1] | 2,271,673 | [1] | $ (907,599) | [1] | (1,093,232) | 34,485 | 305,331 | 809 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (10,293) | (16,685) | 4,392 | (12,293) | 2,000 | ||||||||||
Vesting of restricted stock units and performance share units (in shares) | 99,306 | ||||||||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||||||||
Shares issued under employee stock purchase plan (in shares) | 38,335 | ||||||||||||||
Shares issued under employee stock purchase plan | 2,085 | 2,085 | [1] | 2,085 | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (36,663) | ||||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (2,049) | (2,049) | (2,049) | ||||||||||||
Payments for repurchase of common stock (in shares) | [1] | (269,554) | |||||||||||||
Payments for repurchase of common stock | (15,067) | $ (15,067) | [1] | (15,067) | |||||||||||
Stock-based compensation on equity-classified awards | 22,364 | 22,364 | [1] | 22,364 | |||||||||||
Distributions to noncontrolling interest holders | (2,053) | (2,053) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 38,458,764 | 10,294,116 | [1] | ||||||||||||
Ending balance at Sep. 30, 2019 | 301,127 | $ 4 | 2,294,073 | [1] | $ (922,666) | [1] | (1,109,917) | 38,877 | 300,371 | 756 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 38,584,854 | 10,294,117 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 395,046 | $ (79) | $ 4 | [1] | 2,310,393 | [1] | $ (922,666) | [1] | (1,032,876) | $ (79) | 39,081 | 393,936 | $ (79) | 1,110 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (212,439) | (213,522) | (1,961) | (215,483) | 3,044 | ||||||||||
Vesting of restricted stock units and performance share units (in shares) | [1] | 165,705 | |||||||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||||||||
Shares issued under employee stock purchase plan (in shares) | [1] | 28,621 | |||||||||||||
Shares issued under employee stock purchase plan | 1,163 | 1,163 | [1] | 1,163 | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (67,135) | |||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (3,684) | (3,684) | [1] | (3,684) | |||||||||||
Stock-based compensation on equity-classified awards | 15,345 | 15,345 | [1] | 15,345 | |||||||||||
Distributions to noncontrolling interest holders | (3,845) | (3,845) | |||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | [1] | 38,712,045 | 10,294,117 | ||||||||||||
Ending balance at Mar. 31, 2020 | 191,507 | $ 4 | [1] | 2,323,217 | [1] | $ (922,666) | [1] | (1,246,477) | 37,120 | 191,198 | 309 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 38,584,854 | 10,294,117 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 395,046 | $ (79) | $ 4 | [1] | 2,310,393 | [1] | $ (922,666) | [1] | (1,032,876) | $ (79) | 39,081 | 393,936 | $ (79) | 1,110 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (321,530) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 39,084,960 | 10,294,117 | [1] | ||||||||||||
Ending balance at Sep. 30, 2020 | 98,523 | $ 4 | 2,338,432 | [1] | $ (922,666) | [1] | (1,334,864) | 17,702 | 98,608 | (85) | |||||
Beginning balance (in shares) at Mar. 31, 2020 | [1] | 38,712,045 | 10,294,117 | ||||||||||||
Beginning balance at Mar. 31, 2020 | 191,507 | $ 4 | [1] | 2,323,217 | [1] | $ (922,666) | [1] | (1,246,477) | 37,120 | 191,198 | 309 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (80,744) | (72,117) | (7,632) | (79,749) | (995) | ||||||||||
Vesting of restricted stock units and performance share units (in shares) | [1] | 430,100 | |||||||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||||||||
Shares issued under employee stock purchase plan | 0 | ||||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | [1] | (164,468) | |||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (4,554) | (4,554) | [1] | (4,554) | |||||||||||
Stock-based compensation on equity-classified awards | 10,936 | 10,936 | [1] | 10,936 | |||||||||||
Receipts from noncontrolling interest holders | 339 | 339 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 38,977,677 | 10,294,117 | ||||||||||||
Ending balance at Jun. 30, 2020 | 117,484 | $ 4 | [1] | 2,329,599 | [1] | $ (922,666) | [1] | (1,318,594) | 29,488 | 117,831 | (347) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive income (loss) | (28,347) | (16,270) | (11,786) | (28,056) | (291) | ||||||||||
Vesting of restricted stock units and performance share units (in shares) | 104,819 | ||||||||||||||
Vesting of restricted stock units and performance share units | 0 | ||||||||||||||
Shares issued under employee stock purchase plan (in shares) | 40,750 | ||||||||||||||
Shares issued under employee stock purchase plan | 628 | 628 | [1] | 628 | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (38,286) | ||||||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (1,016) | (1,016) | [1] | (1,016) | |||||||||||
Stock-based compensation on equity-classified awards | 9,221 | 9,221 | [1] | 9,221 | |||||||||||
Receipts from noncontrolling interest holders | 553 | 553 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 39,084,960 | 10,294,117 | [1] | ||||||||||||
Ending balance at Sep. 30, 2020 | $ 98,523 | $ 4 | $ 2,338,432 | [1] | $ (922,666) | [1] | $ (1,334,864) | $ 17,702 | $ 98,608 | $ (85) | |||||
[1] | All share information and balances have been retroactively adjusted to reflect a reverse stock split. See Note 7, Stockholders' Equity and Compensation Arrangements , for additional information. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Operating activities | |||
Net income (loss) | $ (300,151) | $ (91,338) | |
Less: Income (loss) from discontinued operations, net of tax | 382 | 2,162 | |
Income (loss) from continuing operations | (300,533) | (93,500) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment and software | 60,988 | 69,986 | |
Amortization of acquired intangible assets | 7,378 | 11,419 | |
Impairment of goodwill | 109,486 | 0 | |
Impairment of long-lived assets | 22,351 | 0 | |
Restructuring-related impairment | 17,199 | 0 | |
Stock-based compensation | 30,937 | 62,517 | |
Impairment of investment | 6,684 | 0 | |
Deferred income taxes | 0 | 816 | |
(Gain) loss from changes in fair value of investments | 1,405 | 68,971 | |
Amortization of debt discount on convertible senior notes | 10,824 | 9,772 | |
Change in assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | 9,602 | 12,581 | |
Prepaid expenses and other current assets | 29,098 | 2,591 | |
Right-of-use assets - operating leases | 17,680 | 19,624 | |
Accounts payable | 20,733 | (16,892) | |
Accrued merchant and supplier payables | (163,125) | (216,127) | |
Accrued expenses and other current liabilities | 2,496 | (63,392) | |
Operating lease obligations | (29,709) | (18,960) | |
Other, net | 2,002 | 20,476 | |
Net cash provided by (used in) operating activities from continuing operations | (144,504) | (130,118) | |
Net cash provided by (used in) operating activities from discontinued operations | 0 | 0 | |
Net cash provided by (used in) operating activities | (144,504) | (130,118) | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (36,662) | (51,854) | |
Proceeds from sale of investment | 31,605 | 0 | |
Acquisitions of intangible assets and other investing activities | (3,416) | (3,037) | |
Net cash provided by (used in) investing activities from continuing operations | (8,473) | (54,891) | |
Net cash provided by (used in) investing activities from discontinued operations | 1,224 | 0 | |
Net cash provided by (used in) investing activities | (7,249) | (54,891) | |
Financing activities | |||
Proceeds from borrowings under revolving credit agreement | 200,000 | 0 | |
Payment of contingent consideration related to acquisition | (908) | 0 | |
Issuance costs for revolving credit agreement | (1,148) | (2,384) | |
Payments for repurchases of common stock | 0 | (44,162) | |
Taxes paid related to net share settlements of stock-based compensation awards | (8,787) | (13,975) | |
Proceeds from stock option exercises and employee stock purchase plan | 1,791 | 4,123 | |
Distributions to noncontrolling interest holders | (2,953) | (8,687) | |
Payments of finance lease obligations | (7,438) | (16,868) | |
Net cash provided by (used in) financing activities | 180,557 | (81,953) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | (716) | (9,153) | |
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations | 28,088 | (276,115) | |
Less: Net increase (decrease) in cash classified within current assets of discontinued operations | 1,224 | 0 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 26,864 | (276,115) | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 752,657 | 844,728 |
Cash, cash equivalents and restricted cash, end of period | [1] | 779,521 | 568,613 |
Non-cash investing and financing activities | |||
Equipment acquired under finance lease arrangements | 0 | 3,865 | |
Liability for repurchases of common stock | 0 | (1,469) | |
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software | 261 | (201) | |
Restricted Cash [Abstract] | |||
Cash, cash equivalents and restricted cash | [1] | $ 779,521 | $ 844,728 |
[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, 2020, December 31, 2019 and December 31, 2018 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, 2019 (in thousands): September 30, 2020 December 31, 2019 September 30, 2019 December 31, 2018 Cash and cash equivalents $ 778,967 $ 750,887 $ 567,285 $ 841,021 Restricted cash included in prepaid expenses and other current assets 315 1,534 1,101 3,320 Restricted cash included in other non-current assets 239 236 227 387 Cash, cash equivalents and restricted cash $ 779,521 $ 752,657 $ 568,613 $ 844,728 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
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, is a global scaled two-sided marketplace that connect merchants to consumers by offering goods and services, generally at a discount. Customers access those marketplaces through our mobile applications and our websites, primarily localized groupon.com sites in many countries. Our operations are organized into two segments: North America and International. See Note 13, Segment Information . Reverse Stock Split On June 10, 2020, we effectuated a reverse stock split of our common stock at a ratio of 1-for-20. See Note 7, Stockholders' Equity and Compensation Arrangements , for additional information. As a result, the number of shares and income (loss) per share disclosed throughout this Quarterly Report on Form 10-Q have been retrospectively adjusted to reflect the reverse stock split. COVID-19 Pandemic Since March 2020, the COVID-19 pandemic has led to significant disruption in our business as a result of the preventive and protective actions, such as consumer restrictions and merchant closures that governments, our merchants and consumers have implemented in response to the pandemic. The COVID-19 pandemic has had an adverse impact on our financial condition, results of operations and cash flows. The negative impact of COVID-19 on our business is expected to continue at least as long as our performance is impacted by market conditions as we rely on customers' purchases of vouchers for local experiences, including events and activities, beauty and wellness, travel and dining. We continue to monitor the impact of COVID-19 on our business, including increases in government restrictions and the potential for colder weather in certain North America and International markets to further exacerbate negative trends. In light of the impact of COVID-19 on our business, we expect a net loss and negative operating cash flows for the year ending December 31, 2020. We plan to continue to actively manage and optimize our cash balances and liquidity, working capital and operating expenses, although there can be no assurances that we will be able to do so. We have taken several steps to reduce costs, preserve cash in the near-term and improve liquidity, including, but not limited to: reducing our workforce and furloughing staff; continuing to sell Goods on our platform instead of quickly exiting the category; reducing marketing expense by significantly shortening payback thresholds and delaying brand marketing investments; transitioning merchants to redemption payment terms, instead of fixed payment terms; implementing a hiring freeze; eliminating broad-based merit increases for employees; replacing cash compensation with equity compensation in 2020 for all members of our Board of Directors (the "Board"); and amending our Credit Agreement (as defined below) to, among other things, provide covenant relief through the first quarter of 2021. The future impact of COVID-19 on our business, results of operations, financial condition and liquidity is highly uncertain and will ultimately depend on future developments, including the magnitude and duration of the pandemic and the protective measures associated with reducing its spread. In the first quarter 2020, we determined the significant deterioration in our financial performance due to the disruption in our operations from COVID-19 and the sustained decrease in our stock price required us to evaluate our long-lived assets and goodwill for impairment, which resulted in the impairment of our long-lived assets and goodwill. See Note 2, Goodwill and Long-Lived Assets . Additionally, the economic impacts of COVID-19 resulted in an impairment or a reduction in the fair value of certain of our investments during the first quarter 2020. See Note 3, Investments . In April 2020, the Board approved multi-phase restructuring actions relating to our previously announced strategic shift and as part of the cost reduction measures we are implementing in response to the impact of COVID-19. We expect to incur total pre-tax charges of $75.0 million to $105.0 million in connection with these multi-phase restructuring actions through the end of 2021. See Note 9, Restructuring and Related Charges, for additional information about restructuring charges incurred during the nine months ended September 30, 2020, which included employee severance and compensation benefits expenses, facilities-related costs and impairment charges, professional advisory fees and a rationalization of our country footprint. Unaudited Interim Financial Information We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the 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. 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, 2019. Principles of Consolidation The condensed consolidated financial statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers, income taxes, leases, initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets, investments, receivables, customer refunds and other reserves, contingent liabilities, and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods to conform to the current period presentation. Adoption of New Accounting Standards We adopted the guidance in ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses of Financial Instruments ("CECL") on January 1, 2020. This ASU requires entities to measure credit losses for financial assets measured at amortized cost based on expected losses over the lifetime of the asset rather than incurred losses. The adoption of ASU 2016-13 did not have a material impact on the condensed consolidated financial statements. See Note 8, Revenue Recognition, for additional information. We adopted the guidance in ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment on January 1, 2020 . This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. During the first quarter 2020, we determined a triggering event occurred that required us to evaluate our goodwill for impairment, and we recorded an impairment charge as a result of that assessment. See Note 2, Goodwill and Long-Lived Assets , for additional information. We adopted the guidance in ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020 . This ASU modifies the disclosure requirements in Topic 820, Fair Value Measurements , by removing, modifying, or adding certain disclosures. The adoption of ASU 2018-13 did not have a material impact on the condensed consolidated financial statements. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | GOODWILL AND LONG-LIVED ASSETS In accordance with ASC Topic 350, Intangibles — Goodwill and Other, we evaluate goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We also review our long-lived assets, such as property, equipment and software, right-of-use assets and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. During the first quarter 2020, we determined the significant deterioration in our financial performance due to the disruption in our operations from COVID-19 and the sustained decrease in our stock price required us to evaluate our goodwill and long-lived assets for impairment. During the second and third quarters 2020, we determined that the actions taken under our restructuring plan changed how we used certain long-lived assets such that the carrying amount of those long-lived assets may not be recoverable, which required us to evaluate those long-lived assets for impairment. Future events and changing market conditions due to the impact of COVID-19 may require us to re-evaluate the estimates used in our fair value measurements, which could result in additional impairment of long-lived assets or goodwill in future periods that may have a material effect on our operating results. Goodwill In order to evaluate goodwill for impairment in the first quarter 2020, we compared the fair values of our three reporting units (North America, EMEA and Asia Pacific) to their carrying values. In determining fair values for our reporting units, we used the discounted cash flow method and the market multiple valuation approach that use Level 3 inputs. The significant estimates used in the discounted cash flow models are the risk-adjusted discount rates; forecasted revenue, cost of revenue and operating expenses; forecasted capital expenditures and working capital needs; weighted average cost of capital; rates of long-term growth; and income tax rates. These estimates considered the recent deterioration in financial performance of the reporting units as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples. As a result of the interim quantitative assessment of goodwill in the first quarter 2020, we identified a partial impairment of goodwill in our EMEA reporting unit within the International segment and recognized goodwill impairment of $109.5 million. We did not recognize any goodwill impairment in our North America or Asia Pacific reporting units during the three months ended March 31, 2020. During the second quarter 2020, we determined that we did not have a triggering event that required us to evaluate goodwill for impairment, and therefore we did not recognize goodwill impairment for any of our reporting units during the second quarter 2020. During the third quarter 2020, we exited our operations in Japan and New Zealand, which represent the majority of the countries in our Asia Pacific reporting unit. As a result, we combined the remainder of the Asia Pacific reporting unit and the EMEA reporting unit into a single International reporting unit, consistent with how management reviews the operating results of the business. As a result of the change in reporting units, we performed a qualitative assessment of potential goodwill impairment for the new International reporting unit and performed separate qualitative assessments of potential goodwill impairment for our Asia Pacific and EMEA reporting units immediately prior to the change. Based on those assessments, which considered current market conditions and recent business performance, we determined that the likelihood of a goodwill impairment did not reach the more-likely-than not threshold. Accordingly, we concluded that goodwill relating to those reporting units was not impaired and further quantitative testing was not required to be performed. We did not identify any other triggering events that required us to evaluate goodwill impairment in our North America or International reporting units during the third quarter 2020 and therefore did not recognize goodwill impairment for any of our reporting units during the third quarter 2020. The following table summarizes goodwill activity by segment for the nine months ended September 30, 2020 (in thousands): North America International (1) Consolidated Balance as of December 31, 2019 $ 178,685 $ 146,332 $ 325,017 Impairment loss — (109,486) (109,486) Foreign currency translation — (2,522) (2,522) Balance as of September 30, 2020 $ 178,685 $ 34,324 $ 213,009 (1) As of September 30, 2020, the International reporting unit had a negative carrying value. Long-Lived Assets Following our review of long-lived assets for impairment in the first quarter 2020, we recognized long-lived asset impairment of $22.4 million within our International segment related to our EMEA operations. During the second quarter 2020, we recognized long-lived asset impairments of $13.5 million and $0.4 million within our North America and International segments for certain asset groups due to actions taken under our restructuring plan. During the third quarter 2020, we recognized long-lived asset impairments of $0.8 million and $2.5 million within our North America and International segments for certain asset groups due to actions taken under our restructuring plan. See Note 9, Restructuring and Related Charges , for more information. The assets that we deemed impaired were written down to fair value based on the discounted cash flow method that uses Level 3 inputs. The significant estimates used in the discounted cash flow models are the risk-adjusted discount rates; forecasted revenue, cost of revenue and operating expenses; forecasted capital expenditures and working capital needs; weighted average cost of capital; rates of long-term growth; and income tax rates. Impairment charges are presented within the following line items of the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 (in thousands): Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Long-lived asset impairment $ — $ 22,351 Restructuring and related charges 3,296 17,199 Total impairment $ 3,296 $ 39,550 The following table summarizes impairment for long-lived assets and restructuring and related charges by asset type through September 30, 2020 (in thousands): Long-Lived Asset Category Impairment Property, equipment and software, net Furniture and fixtures $ 413 Leasehold improvements (1) 7,749 Office equipment 198 Purchased software 14 Computer hardware 2,842 Right-of-use assets - finance leases, net 1,388 Capitalized software 304 Internally-developed software 2,988 Total Property, equipment and software, net $ 15,896 Right-of-use assets - operating leases, net (2) 22,680 Intangible assets, net 103 Other non-current assets 871 Total long-lived assets $ 39,550 (1) Includes long-lived asset impairment of $5.0 million presented within Restructuring and related charges during the nine months ended September 30, 2020. See Note 9, Restructuring and Related Charges , for more information . (2) Includes right-of-use asset impairment of $12.2 million during the nine months ended September 30, 2020. See Note 9, Restructuring and Related Charges , for more information . The following table summarizes intangible assets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Intangible Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 16,200 $ 16,200 $ — $ 16,200 $ 16,200 $ — Merchant relationships 21,668 10,557 11,111 22,193 8,268 13,925 Trade names 9,491 7,771 1,720 9,558 7,369 2,189 Developed technology 2,319 1,906 413 3,651 2,685 966 Patents 25,809 19,850 5,959 23,021 18,167 4,854 Other intangible assets 26,736 14,974 11,762 26,115 12,757 13,358 Total $ 102,223 $ 71,258 $ 30,965 $ 100,738 $ 65,446 $ 35,292 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 $2.5 million and $3.7 million for the three months ended September 30, 2020 and 2019 and $7.4 million and $11.4 million for the nine months ended September 30, 2020 and 2019. As of September 30, 2020, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2020 $ 2,312 2021 8,173 2022 7,577 2023 6,426 2024 2,840 Thereafter 3,637 Total $ 30,965 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Equity Method Investments [Abstract] | |
INVESTMENTS | INVESTMENTS The following table summarizes investments as of September 30, 2020 and December 31, 2019 (dollars in thousands): September 30, 2020 Percent Ownership of Voting Stock December 31, 2019 Percent Ownership of Voting Stock Available-for-sale securities - redeemable preferred shares $ — 19% to 25% $ — 19% to 25% Fair value option investments — 10% to 19% 1,405 10% to 19% Other equity investments 35,911 1% to 19% 75,171 1% to 19% Total investments $ 35,911 $ 76,576 Fair Value Option Investments In connection with the dispositions of controlling stakes in TMON Inc. ("TMON"), an entity based in the Republic of Korea and Groupon India in prior periods, we obtained minority investments in Monster Holdings LP ("Monster LP") and in Nearbuy Pte Ltd. ("Nearbuy"). We have made an irrevocable election to account for both of those investments at fair value with changes in fair value reported in earnings. We elected to apply fair value accounting to those investments because we believe that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. Our election to apply fair value accounting to those investments has and may continue to cause fluctuations in our earnings from period to period. There were no material changes in fair value of those investments for the three months ended September 30, 2020 and 2019. The following table summarizes gains and losses due to changes in fair value of those investments for the nine months ended September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Monster LP $ — $ (69,408) Nearbuy (1,405) 437 Total $ (1,405) $ (68,971) We determined that the fair value of our investment in Nearbuy was $0.0 million as of September 30, 2020 and $1.4 million as of December 31, 2019. During the first quarter 2020, we recognized a $1.4 million loss from changes in the fair value of our investment in Nearbuy due to revised cash flow projections and an increase in the discount rate applied to those forecasts, which increased to 30% as of March 31, 2020, as compared with 20% as of December 31, 2019. The revisions to the financial projections and the increase in the discount rate applied as of March 31, 2020 were due to the deterioration in the financial condition of Nearbuy as a result of COVID-19, which resulted in underperformance as compared with prior projections and an increase to financial projection risk. We determined that the fair value of our investment in Monster LP was $0.0 million as of September 30, 2020 and December 31, 2019. 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. Other Equity Investments Other equity investments represent equity investments without readily determinable fair values recorded at cost adjusted for observable price changes and impairments. During the first quarter 2020, we sold 50% of our shares in an other equity investment for total cash consideration of $34.0 million, which approximated cost adjusted for observable price changes as of December 31, 2019. In addition, we recorded a $6.7 million impairment during the first quarter 2020 to an other equity method investment as a result of revised cash flow projections and a deterioration in financial condition due to COVID-19. We did not recognize any other impairments during the nine months ended September 30, 2020. |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest income $ 1,268 $ 1,959 $ 5,254 $ 5,810 Interest expense (9,408) (6,029) (24,375) (17,162) Changes in fair value of investments — 14 (1,405) (68,971) Foreign currency gains (losses), net 7,273 (13,197) 5,661 (12,279) Impairment of investment — — (6,684) — Other income (expense), net $ (867) $ (17,253) $ (21,549) $ (92,602) The following table summarizes prepaid expenses and other current assets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Merchandise inventories $ 4,944 $ 25,426 Prepaid expenses 16,069 27,077 Income taxes receivable 13,585 4,791 Other 17,360 24,779 Total prepaid expenses and other current assets $ 51,958 $ 82,073 The following table summarizes other non-current assets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Deferred income tax $ 4,932 $ 4,829 Debt issue costs, net 2,342 2,156 Deferred commissions expense 4,856 10,133 Deferred cloud implementation costs 10,175 7,372 Other 3,756 4,115 Total other non-current assets $ 26,061 $ 28,605 The following table summarizes accrued merchant and supplier payables as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Accrued merchant payables $ 297,018 $ 366,573 Accrued supplier payables (1) 84,838 174,367 Total accrued merchant and supplier payables $ 381,856 $ 540,940 (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, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Refund reserve $ 29,566 $ 22,002 Compensation and benefits 37,711 49,009 Accrued marketing 10,256 41,110 Restructuring-related liabilities 19,753 — Customer credits 50,830 13,764 Income taxes payable 1,221 5,044 Deferred revenue 10,635 17,951 Operating and finance lease obligations 38,055 40,768 Deferred cloud computing contract incentive 3,000 — Other 56,271 70,544 Total accrued expenses and other current liabilities $ 257,298 $ 260,192 The following table summarizes other non-current liabilities as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Contingent income tax liabilities $ 28,725 $ 30,121 Finance lease obligations 1,126 5,831 Restructuring-related liabilities 714 — Deferred income taxes 3,832 3,903 Deferred payroll taxes (1) 5,024 — Deferred cloud computing contract incentive 5,000 — Other 5,675 5,132 Total other non-current liabilities $ 50,096 $ 44,987 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
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 9.25926 shares of common stock, which is equivalent to an initial conversion price of $108.00 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 $20.40 as of September 30, 2020, 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, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (24,307) (35,131) Net carrying amount of liability component $ 225,693 $ 214,869 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of September 30, 2020 and December 31, 2019 was $251.8 million and $262.7 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, 2020, the remaining term of the Notes is approximately 1 years and 6 months. During the three and nine months ended September 30, 2020 and 2019, we recognized interest costs on the Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Contractual interest (3.25% of the principal amount per annum) $ 2,032 $ 2,032 $ 6,096 $ 6,096 Amortization of debt discount 3,701 3,341 10,824 9,772 Total $ 5,733 $ 5,373 $ 16,920 $ 15,868 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 2.3 million shares of our common stock at an initial strike price of $108.00 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 2.3 million shares of our common stock at a strike price of $170.00 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, 2020 and December 31, 2019. 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 $108.00 to $170.00 per share. Revolving Credit Agreement In May 2019, we entered into a second amended and restated senior secured revolving credit agreement which provided for aggregate principal borrowings of up to $400.0 million (prior to the Amendment described below) and matures in May 2024. On July 17, 2020, we entered into an amendment to the revolving credit agreement (the "Amendment" and the revolving credit agreement as amended, the "Amended Credit Agreement") in order to provide us with operational flexibility and covenant relief through the end of the first quarter of 2021 (the "Suspension Period") in light of the ongoing impacts of COVID-19 on our business. In addition to the covenant relief described below, the Amendment permanently reduces borrowing capacity under our senior secured revolving credit facility from $400.0 million to $225.0 million. We deferred debt issuance costs of $3.2 million as a result of entering into the Amended Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the condensed consolidated balance sheet as of September 30, 2020 and are amortized to interest expense over the term of the respective agreement. Pursuant to the Amendment, during the Suspension Period, the Company will be exempt from certain covenant restrictions, namely the requirements to maintain a maximum funded indebtedness to EBITDA ratio, a maximum senior secured indebtedness to EBITDA ratio, a minimum fixed charge coverage ratio, unrestricted cash of not less than $250.0 million and a minimum liquidity balance (including any undrawn amounts under the credit facility) of at least 70% of our accrued merchant and supplier payables balance (collectively, the "Existing Financial Covenants"). Additionally, the Amendment provides that, during the Suspension Period, we will be required to maintain specified minimum quarterly EBITDA levels and to maintain a monthly minimum liquidity balance (including any undrawn amounts under the credit facility) of at least 100% of our accrued merchant and supplier payables balance for such month plus $50.0 million. Following the Suspension Period, we will be subject to the Existing Financial Covenants. In addition, under the Amended Credit Agreement, we are subject to various covenants, including customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness; make dividend and other restricted payments, including limiting the amount of our 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 related parties and other affiliates. The Amendment further restricts certain of these negative covenants during the Suspension Period, including our ability to make share repurchases, acquisitions, investments and to incur additional indebtedness and liens. Non-compliance with the covenants under the Amended Credit Agreement may result in termination of the commitments thereunder and any then outstanding borrowings may be declared due and payable immediately. We have the right to terminate the Amended Credit Agreement or reduce the available commitments at any time. The Amendment also increases interest rates through the end of the first quarter of 2021, raising the alternative base rate and Canadian prime spreads to 1.50%, the fixed rate spreads to 2.50% and the commitment fee to 0.4% on the daily amount of the unused commitments under the Amended Credit Agreement. Following the Suspension Period, the applicable spread and commitment fee will revert to pre-Amendment levels, which provides for (a) interest at a rate per annum equal to (i) an adjusted LIBO rate or (ii) 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% and (b) commitment fees ranging from 0.25% to 0.35% on the daily amount of unused commitments. The Amended 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 $225.0 million. The Amended 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 and foreign subsidiaries are guarantors under the Amended Credit Agreement. We had $200.0 million of borrowings and $20.6 million of outstanding letters of credit under the Amended Credit Agreement as of September 30, 2020. We had $18.1 million of outstanding letters of credit under the credit agreement as of December 31, 2019. See Item 2. Management's Discussion of Financial Condition and Results of Operations - Liquidity and Capital Resources , for additional information. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our contractual obligations and commitments and future operating income under our operating subleases as of September 30, 2020 and through the date of this report, did not materially change from the amounts set forth in our 2019 Annual Report on Form 10-K, except as disclosed below. Purchase Obligations During the nine months ended September 30, 2020, we entered into non-cancellable arrangements for cloud computing services and software. Future payments under these new contractual obligations are as follows (in thousands): 2020 $ 5,810 2021 17,672 2022 17,118 2023 (1) 22,753 Total $ 63,353 (1) Includes $8.0 million in cloud computing arrangement costs for which the timing of settlement is based on usage. We expect to incur those costs over the three-year contract period ending in 2023. 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 merchants, employment and related matters, intellectual property infringement suits, customer lawsuits, stockholder claims relating to U.S. securities law, consumer class actions and suits alleging, among other things, violations of state consumer protection or privacy laws. On April 28, 2020, an individual plaintiff filed a securities fraud class action complaint in the United States District Court for the Northern District of Illinois, and in July 2020, another individual was appointed as lead plaintiff. The lawsuit covers the time period from July 30, 2019 through February 18, 2020. The lead plaintiff alleges that Groupon and certain of its officers made materially false and/or misleading statements or omissions regarding its business, operations and prospects, specifically as it relates to reiterating its full year guidance on November 4, 2019 and the Groupon Select program. We intend to vigorously defend against these allegations, which we believe to be without merit. 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 may 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, materially damage our brand or reputation, 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 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 2020, we decreased our indemnification liabilities due to the expiration of certain indemnification obligations. The resulting benefit of $0.4 million is recorded within Income (loss) from discontinued operations on the condensed consolidated statement of operations for the nine months ended September 30, 2020. Our remaining indemnification liabilities were $2.8 million as of September 30, 2020. 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, 2020 is approximately $11.7 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 our operating results, financial position or cash flows. |
STOCKHOLDERS' EQUITY AND COMPEN
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Reverse Stock Split On June 9, 2020, our stockholders approved amendments to our Restated Certificate of Incorporation to effect a reverse stock split of our shares of common stock, and our Board approved a final reverse stock split ratio of 1-for-20 and a corresponding reduction in the number of authorized shares of our common stock. The reverse stock split became effective on June 10, 2020. On the effective date, every 20 shares of issued and outstanding common stock were combined and converted into one issued and outstanding share of common stock. The number of authorized shares of Common Stock was reduced proportionately. Fractional shares were cancelled and stockholders received cash in lieu thereof and the par value per share of common stock remains unchanged. A proportionate adjustment was also made to the maximum number of shares of common stock issuable under the Groupon, Inc. Stock Plans (the "Plans"), and the Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended ("ESPP"). As a result, the number of shares and income (loss) per share disclosed throughout this Quarterly Report on Form 10-Q have been retrospectively adjusted to reflect the reverse stock split. Common Stock Pursuant to our restated certificate of incorporation, as of September 30, 2020, the Board had the authority to issue up to a total of 100,500,000 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, 2020, we did not purchase any shares under the program. As of September 30, 2020, 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 Amended Credit Agreement, share price, available cash and other factors, and the program may be terminated at any time. Groupon, Inc. Stock Plans The Plans are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of September 30, 2020, 2,899,062 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 are presented within the following line items of the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 156 $ 405 $ 496 $ 1,163 Marketing 377 1,671 1,218 4,586 Selling, general and administrative 7,846 17,467 29,223 56,768 Restructuring and related charges 311 — 1,735 — Total stock-based compensation expense $ 8,690 $ 19,543 $ 32,672 $ 62,517 We capitalized $1.1 million and $2.0 million of stock-based compensation for the three months ended September 30, 2020 and 2019, and $3.4 million and $5.5 million for the nine months ended September 30, 2020 and 2019 in connection with internally-developed software and cloud computing arrangements. Employee Stock Purchase Plan The ESPP authorizes us to grant up to 1,000,000 shares of common stock under that plan as of September 30, 2020. For the nine months ended September 30, 2020 and 2019, 69,371 and 74,300 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 The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2020: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2019 1,527,014 $ 74.80 Granted 1,744,782 24.59 Vested (596,183) 74.86 Forfeited (720,949) 65.70 Unvested at September 30, 2020 1,954,664 33.41 As of September 30, 2020, $49.7 million of unrecognized compensation costs related to unvested restricted stock units are expected to be recognized over a remaining weighted-average period of 1.09 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 subject to a market condition ("Market-based Performance Share Units"). The Market-based Performance Share Units will vest if our average daily closing stock price is equal to or greater than $120.00 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). 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 recognized 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%. We did not recognize any compensation costs related to our Market-based Performance Share Units during the three months ended September 30, 2020 as the derived service period ended during the first quarter 2020, at which time these awards were fully expensed. Our Performance Share Units and Market-based Performance Share Units are subject to 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, 2020: 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, 2019 203,853 $ 79.76 341,002 $ 60.60 Granted 96,598 15.44 — — Vested (104,441) 80.77 — — Forfeited (71,128) 79.94 (91,668) 60.60 Unvested at September 30, 2020 124,882 29.78 249,334 60.60 Maximum shares issuable upon vesting at September 30, 2020 173,181 249,334 As of September 30, 2020, $1.5 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 1.44 years. We have recognized all compensation costs related to our unvested Market-Based Performance Share Units. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019. 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 $10.6 million as of September 30, 2020. As of December 31, 2019, our deferred revenue was $18.0 million, all of which was recognized during the nine months ended September 30, 2020. Customer Credits We issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2020 (in thousands): Customer Credits Balance as of December 31, 2019 $ 13,764 Credits issued 153,638 Credits redeemed (1) (102,373) Breakage revenue recognized (15,055) Foreign currency translation 856 Balance as of September 30, 2020 $ 50,830 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by us. When customer credits are redeemed for goods or services provided by a third-party merchant, service revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. When customer credits are redeemed for merchandise inventory sold by us, product revenue is recognized on a gross basis equal to the amount of the customer credit liability derecognized. Customer credits are primarily used within one year of issuance. 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, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Prepaid expenses and other current assets $ 1,132 $ 2,501 Other non-current assets 4,856 10,133 The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the condensed consolidated statements of operations. We amortized $3.6 million and $5.0 million of deferred contract acquisition costs during the three months ended September 30, 2020 and 2019, and $12.3 million and $15.5 million during the nine months ended September 30, 2020 and 2019. We did not recognize any impairments in relation to the deferred contract acquisition costs during the three and nine months ended September 30, 2020 and 2019. Allowance for Expected Credit Losses on Accounts Receivable We establish an allowance for expected credit losses on accounts receivables based on identifying the following customer risk characteristics: size, type of customer, and payment terms offered in the normal course of business. Receivables with similar risk characteristics are grouped into pools. For each pool, we consider the historical credit loss experience, current economic conditions, bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses. The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the nine months ended September 30, 2020 (in thousands): Allowance for Expected Credit Losses Balance as of January 1, 2020 $ 3,693 Change in Provision 8,683 Write-offs (2,330) Foreign currency translation 187 Balance as of September 30, 2020 $ 10,233 Variable Consideration for Unredeemed Vouchers For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. 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, 2020 and December 31, 2019, we constrained $41.0 million and $14.6 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. We have increased our constraint on revenue from unredeemed vouchers due to variability in customer redemption behavior due to the impacts of COVID-19. In addition, the revenue we have constrained on unredeemed vouchers has increased in connection with our increased use of pay on redemption terms for our North America merchants. |
RESTRUCTURING AND RELATED CHARG
RESTRUCTURING AND RELATED CHARGES | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND RELATED CHARGES | RESTRUCTURING AND RELATED CHARGES In April 2020, the Board approved a multi-phase restructuring plan of up to $105.0 million of total pretax charges related to our previously announced strategic shift and as part of the cost cutting measures implemented in response to the impact of COVID-19 on our business. We expect to incur total pretax charges of $75.0 million to $105.0 million in connection with the multi-phase restructuring actions through the end of 2021. The first phase of the restructuring actions includes an overall reduction of approximately 1,300 positions globally and the exit or discontinuation of the use of certain leases and other assets by the end of 2020. The majority of the first phase of workforce reductions and impairments of our right-of-use and other long-lived assets occurred during the second quarter 2020. In the third quarter 2020, we initiated the second phase of our restructuring plan, which included additional workforce reductions and the exit of our operations in New Zealand and Japan. The majority of our restructuring charges are expected to be paid in cash and primarily relate to employee severance and benefits expenses, facilities-related costs and impairment charges and professional advisory fees. We will continue to evaluate our cost structure, including additional workforce reductions, as part of our restructuring plan. Costs incurred related to the restructuring plan are classified as Restructuring and related charges on the condensed consolidated statements of operations. The following table summarizes costs incurred by segment related to the restructuring plans for both the three and nine months ended September 30, 2020 (in thousands): Three Months Ended September 30, 2020 Employee Severance and Benefit Costs (1) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1,489 $ 435 $ 70 $ 736 $ 2,730 International 14,400 18 195 3,216 17,829 Consolidated $ 15,889 $ 453 $ 265 $ 3,952 $ 20,559 (1) The employee severance and benefits costs for the three months ended September 30, 2020 are related to the termination of and planned termination of approximately 500 employees. Additional severance and benefits costs may be incurred in future periods. Substantially all of the remaining cash payments for the costs accrued as of September 30, 2020 are expected to be disbursed by the end of 2020. Nine Months Ended September 30, 2020 Employee Severance and Benefit Costs (1) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 17,548 $ 443 $ 4,790 $ 10,047 $ 32,828 International 23,041 759 227 4,182 28,209 Consolidated $ 40,589 $ 1,202 $ 5,017 $ 14,229 $ 61,037 (1) The employee severance and benefits costs for the nine months ended September 30, 2020 are related to the termination and planned termination of approximately 1,200 employees. Additional severance and benefits costs may be incurred in future periods. Substantially all of the remaining cash payments for the costs accrued as of September 30, 2020 are expected to be disbursed by the end of 2020. As a part of our restructuring plan, we vacated several of our leased facilities, and many of those facilities are being actively marketed for sublease or we are in negotiations with the landlord to potentially terminate or modify those leases. During the nine months ended September 30, 2020, we recognized $17.2 million in restructuring charges related to the impairment of right-of-use assets and leasehold improvements related to those leases as we reduced the carrying value of the those assets to their respective fair value. See Note 2, Goodwill and Long-Lived Assets for more information. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income and other variable lease costs related to the leased facilities vacated as part of our restructuring plan are presented within Restructuring and related charges in the condensed consolidated statements of operations. The current and non-current liabilities associated with these leases continue to be presented within Other current liabilities and Operating lease obligations in the condensed consolidated balance sheets. The following table summarizes restructuring liability activity for the nine months ended September 30, 2020 (in thousands): Employee Severance and Benefit Costs Legal and Advisory Costs Total Balance as of December 31, 2019 (1) $ 699 $ — $ 699 Charges payable in cash (2) 38,854 1,202 40,056 Cash payments (20,319) (753) (21,072) Foreign currency translation 722 62 784 Balance as of September 30, 2020 $ 19,956 $ 511 $ 20,467 (1) Amounts included in the beginning balance are related to prior restructuring plans and the liabilities under those plans have been substantially settled. (2) Excludes stock-based compensation of $1.7 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of our restructuring activities during the nine months ended September 30, 2020. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Provision (benefit) for income taxes $ (486) $ 2,069 $ (7,170) $ 591 Income (loss) from continuing operations before provision (benefit) for income taxes (17,047) (12,616) (307,703) (92,909) Our U.S. Federal income tax rate is 21%. The primary factors impacting the effective tax rate for the three and nine months ended September 30, 2020 and 2019 were the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The nine months ended September 30, 2020 and 2019 were impacted by the reversals of reserves for uncertain tax positions due to the closure of tax audits. The nine months ended September 30, 2020 were also impacted by the carryback of federal net operating losses due to the income tax relief provided by the CARES Act. 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. 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 $119.1 million, inclusive of estimated incremental interest from the original assessment. 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 $5.8 million in unrecognized tax benefits may occur within the 12 months following September 30, 2020 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, 2020 and December 31, 2019 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
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. We use the discounted cash flow method, which is an income approach, to estimate the fair value of the investees. The key inputs to determining fair values under that approach are cash flow forecasts and discount rates. 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. We also have investments in redeemable preferred shares. 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. Our fair value option investments were $0.0 million and $1.4 million as of September 30, 2020 and December 31, 2019. 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. We determined that the fair value of our contingent consideration was $0.3 million and $1.3 million as of September 30, 2020 and December 31, 2019. The following table provides a roll forward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Assets Fair value option investments: Beginning Balance $ — $ 4,917 $ 1,405 $ 73,902 Total gains (losses) included in earnings — 14 (1,405) (68,971) Ending Balance $ — $ 4,931 $ — $ 4,931 Unrealized gains (losses) still held (1) $ — $ 14 $ (1,405) $ (68,971) Available-for-sale securities - Redeemable preferred shares: Beginning Balance $ — $ 10,201 $ — $ 10,340 Total gains (losses) included in other comprehensive income (loss) — (63) — (202) Ending Balance $ — $ 10,138 $ — $ 10,138 Unrealized gains (losses) still held (1) $ — $ (63) $ — $ (202) Liabilities Contingent Consideration: Beginning Balance $ 278 $ 1,239 $ 1,298 $ 1,529 Settlements of contingent consideration liabilities — — (908) (312) Total losses (gains) included in earnings — 6 6 33 Foreign currency translation 13 (38) (105) (43) Ending Balance $ 291 $ 1,207 $ 291 $ 1,207 Unrealized gains (losses) still held (1) $ — $ 6 $ 6 $ 33 (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. 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 or increased due to an observable price change in an orderly transaction. We recognized $109.5 million in non-cash impairment charges related to goodwill and $39.6 million in non-cash impairment charges related to long-lived assets during the nine months ended September 30, 2020, of which $17.2 million is included in Restructuring and related charges on our condensed consolidated statement of operations. See Note 2, Goodwill and Long-Lived Assets , and Note 9, Restructuring and Related Charges , for additional information. We recognized $6.7 million in impairment charges related to an other equity method investment during the nine months ended September 30, 2020. See Note 3, Investments , for additional information. We did not record any other significant nonrecurring fair value measurements after initial recognition for the three and nine months ended September 30, 2020 and 2019. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, restricted stock units, performance share units, performance bonus awards, ESPP shares, warrants and convertible senior notes. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using 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, 2020 and 2019 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (16,561) $ (14,685) $ (300,533) $ (93,500) Less: Net income (loss) attributable to noncontrolling interests (291) 2,000 1,758 8,080 Net income (loss) attributable to common stockholders - continuing operations (16,270) (16,685) (302,291) (101,580) Net income (loss) attributable to common stockholders - discontinued operations — — 382 2,162 Net income (loss) attributable to common stockholders $ (16,270) $ (16,685) $ (301,909) $ (99,418) Denominator Weighted-average common shares outstanding 28,751,520 28,348,561 28,535,393 28,416,966 Basic and diluted net income (loss) per share: Continuing operations $ (0.57) $ (0.59) $ (10.59) $ (3.57) Discontinued operations — — 0.01 0.08 Basic and diluted net income (loss) per share $ (0.57) $ (0.59) $ (10.58) $ (3.49) 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, 2020 2019 2020 2019 Restricted stock units 1,907,396 1,768,908 1,879,752 1,657,446 Performance share units and other stock-based compensation awards 151,110 78,055 199,849 81,545 Convertible senior notes 2,314,815 2,314,815 2,314,815 2,314,815 Warrants 2,314,815 2,314,815 2,314,815 2,314,815 Total 6,688,136 6,476,593 6,709,231 6,368,621 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
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. During the third quarter 2020, we changed our measure of segment profitability from operating income (loss) to contribution profit, defined as gross profit less marketing expense, which is consistent with how management reviews the operating results of the segments. Contribution profit measures the amount of marketing investment needed to generate gross profit. Other operating expenses are excluded from contribution profit as management does not review those expenses by segment. Prior period segment information has been retrospectively adjusted to reflect the change. The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Service revenue: Local $ 98,561 $ 175,140 $ 322,945 $ 532,599 Goods 8,787 3,000 18,401 9,841 Travel 4,748 13,680 13,722 48,746 Total service revenue 112,096 191,820 355,068 591,186 Product revenue - Goods 68,215 111,776 293,729 394,235 Total North America revenue (1) 180,311 303,596 648,797 985,421 International Service revenue: Local 36,528 65,440 103,221 208,625 Goods 3,309 2,817 8,821 6,882 Travel 3,140 8,003 7,368 24,817 Total service revenue 42,977 76,260 119,410 240,324 Product revenue - Goods 80,731 115,756 305,608 380,854 Total International revenue (1) $ 123,708 $ 192,016 $ 425,018 $ 621,178 (1) North America includes revenue from the United States of $177.3 million and $297.9 million for the three months ended September 30, 2020 and 2019, and $640.4 million and $965.9 million for the nine months ended September 30, 2020 and 2019. International includes revenue from the United Kingdom of $42.9 million and $69.4 million for the three months ended September 30, 2020 and 2019, and $151.1 million and $221.8 million for the nine months ended September 30, 2020 and 2019. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2020 and 2019 . 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, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Service gross profit: Local $ 87,507 $ 155,032 $ 283,004 $ 473,787 Goods 7,440 2,280 14,851 7,838 Travel 3,874 10,717 9,726 38,791 Total service gross profit 98,821 168,029 307,581 520,416 Product gross profit - Goods 10,896 24,046 47,599 80,045 Total North America gross profit 109,717 192,075 355,180 600,461 International Service gross profit: Local 33,687 61,183 93,054 195,941 Goods 2,849 2,589 7,422 6,241 Travel 2,711 7,332 6,259 22,743 Total service gross profit 39,247 71,104 106,735 224,925 Product gross profit - Goods 11,058 14,761 36,580 50,702 Total International gross profit $ 50,305 $ 85,865 $ 143,315 $ 275,627 The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Gross profit $ 109,717 $ 192,075 $ 355,180 $ 600,461 Marketing 19,718 45,223 73,203 162,132 Contribution profit 89,999 146,852 281,977 438,329 International Gross profit 50,305 85,865 143,315 275,627 Marketing 11,668 29,753 43,555 95,164 Contribution profit 38,637 56,112 99,760 180,463 Consolidated Gross profit 160,022 277,940 498,495 876,088 Marketing 31,386 74,976 116,758 257,296 Contribution profit 128,636 202,964 381,737 618,792 Selling, general and administrative 124,257 198,388 475,017 619,274 Goodwill impairment — — 109,486 — Long-lived asset impairment — — 22,351 — Restructuring and related charges 20,559 (61) 61,037 (175) Income (loss) from operations $ (16,180) $ 4,637 $ (286,154) $ (307) The following table summarizes total assets by reportable segment as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Total assets: North America (1) $ 1,071,325 $ 1,045,500 International (1) 278,493 541,243 Consolidated total assets $ 1,349,818 $ 1,586,743 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers, income taxes, leases, initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets, investments, receivables, customer refunds and other reserves, contingent liabilities, and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods to conform to the current period presentation. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards We adopted the guidance in ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses of Financial Instruments ("CECL") on January 1, 2020. This ASU requires entities to measure credit losses for financial assets measured at amortized cost based on expected losses over the lifetime of the asset rather than incurred losses. The adoption of ASU 2016-13 did not have a material impact on the condensed consolidated financial statements. See Note 8, Revenue Recognition, for additional information. We adopted the guidance in ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment on January 1, 2020 . This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. During the first quarter 2020, we determined a triggering event occurred that required us to evaluate our goodwill for impairment, and we recorded an impairment charge as a result of that assessment. See Note 2, Goodwill and Long-Lived Assets , for additional information. We adopted the guidance in ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020 . This ASU modifies the disclosure requirements in Topic 820, Fair Value Measurements , by removing, modifying, or adding certain disclosures. The adoption of ASU 2018-13 did not have a material impact on the condensed consolidated financial statements. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill activity by segment for the nine months ended September 30, 2020 (in thousands): North America International (1) Consolidated Balance as of December 31, 2019 $ 178,685 $ 146,332 $ 325,017 Impairment loss — (109,486) (109,486) Foreign currency translation — (2,522) (2,522) Balance as of September 30, 2020 $ 178,685 $ 34,324 $ 213,009 (1) As of September 30, 2020, the International reporting unit had a negative carrying value. |
Schedule of Impairment | Impairment charges are presented within the following line items of the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 (in thousands): Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Long-lived asset impairment $ — $ 22,351 Restructuring and related charges 3,296 17,199 Total impairment $ 3,296 $ 39,550 The following table summarizes impairment for long-lived assets and restructuring and related charges by asset type through September 30, 2020 (in thousands): Long-Lived Asset Category Impairment Property, equipment and software, net Furniture and fixtures $ 413 Leasehold improvements (1) 7,749 Office equipment 198 Purchased software 14 Computer hardware 2,842 Right-of-use assets - finance leases, net 1,388 Capitalized software 304 Internally-developed software 2,988 Total Property, equipment and software, net $ 15,896 Right-of-use assets - operating leases, net (2) 22,680 Intangible assets, net 103 Other non-current assets 871 Total long-lived assets $ 39,550 (1) Includes long-lived asset impairment of $5.0 million presented within Restructuring and related charges during the nine months ended September 30, 2020. See Note 9, Restructuring and Related Charges , for more information . (2) Includes right-of-use asset impairment of $12.2 million during the nine months ended September 30, 2020. See Note 9, Restructuring and Related Charges , for more information . |
Schedule of Intangible Assets | The following table summarizes intangible assets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Intangible Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 16,200 $ 16,200 $ — $ 16,200 $ 16,200 $ — Merchant relationships 21,668 10,557 11,111 22,193 8,268 13,925 Trade names 9,491 7,771 1,720 9,558 7,369 2,189 Developed technology 2,319 1,906 413 3,651 2,685 966 Patents 25,809 19,850 5,959 23,021 18,167 4,854 Other intangible assets 26,736 14,974 11,762 26,115 12,757 13,358 Total $ 102,223 $ 71,258 $ 30,965 $ 100,738 $ 65,446 $ 35,292 |
Schedule of Estimated Future Amortization Expense | As of September 30, 2020, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2020 $ 2,312 2021 8,173 2022 7,577 2023 6,426 2024 2,840 Thereafter 3,637 Total $ 30,965 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Equity Method Investments [Abstract] | |
Summary of Investments | The following table summarizes investments as of September 30, 2020 and December 31, 2019 (dollars in thousands): September 30, 2020 Percent Ownership of Voting Stock December 31, 2019 Percent Ownership of Voting Stock Available-for-sale securities - redeemable preferred shares $ — 19% to 25% $ — 19% to 25% Fair value option investments — 10% to 19% 1,405 10% to 19% Other equity investments 35,911 1% to 19% 75,171 1% to 19% Total investments $ 35,911 $ 76,576 |
Schedule of Gains and Losses due to Changes in Fair Value of Investments | There were no material changes in fair value of those investments for the three months ended September 30, 2020 and 2019. The following table summarizes gains and losses due to changes in fair value of those investments for the nine months ended September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Monster LP $ — $ (69,408) Nearbuy (1,405) 437 Total $ (1,405) $ (68,971) |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest income $ 1,268 $ 1,959 $ 5,254 $ 5,810 Interest expense (9,408) (6,029) (24,375) (17,162) Changes in fair value of investments — 14 (1,405) (68,971) Foreign currency gains (losses), net 7,273 (13,197) 5,661 (12,279) Impairment of investment — — (6,684) — Other income (expense), net $ (867) $ (17,253) $ (21,549) $ (92,602) |
Schedule of Prepaid and Other Current Assets | The following table summarizes prepaid expenses and other current assets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Merchandise inventories $ 4,944 $ 25,426 Prepaid expenses 16,069 27,077 Income taxes receivable 13,585 4,791 Other 17,360 24,779 Total prepaid expenses and other current assets $ 51,958 $ 82,073 |
Schedule of Other Non-Current Assets | The following table summarizes other non-current assets as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Deferred income tax $ 4,932 $ 4,829 Debt issue costs, net 2,342 2,156 Deferred commissions expense 4,856 10,133 Deferred cloud implementation costs 10,175 7,372 Other 3,756 4,115 Total other non-current assets $ 26,061 $ 28,605 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes accrued merchant and supplier payables as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Accrued merchant payables $ 297,018 $ 366,573 Accrued supplier payables (1) 84,838 174,367 Total accrued merchant and supplier payables $ 381,856 $ 540,940 (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, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Refund reserve $ 29,566 $ 22,002 Compensation and benefits 37,711 49,009 Accrued marketing 10,256 41,110 Restructuring-related liabilities 19,753 — Customer credits 50,830 13,764 Income taxes payable 1,221 5,044 Deferred revenue 10,635 17,951 Operating and finance lease obligations 38,055 40,768 Deferred cloud computing contract incentive 3,000 — Other 56,271 70,544 Total accrued expenses and other current liabilities $ 257,298 $ 260,192 |
Schedule of Other Non-current Liabilities | The following table summarizes other non-current liabilities as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Contingent income tax liabilities $ 28,725 $ 30,121 Finance lease obligations 1,126 5,831 Restructuring-related liabilities 714 — Deferred income taxes 3,832 3,903 Deferred payroll taxes (1) 5,024 — Deferred cloud computing contract incentive 5,000 — Other 5,675 5,132 Total other non-current liabilities $ 50,096 $ 44,987 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The carrying amount of the Notes consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount (24,307) (35,131) Net carrying amount of liability component $ 225,693 $ 214,869 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, 2020 and 2019, we recognized interest costs on the Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Contractual interest (3.25% of the principal amount per annum) $ 2,032 $ 2,032 $ 6,096 $ 6,096 Amortization of debt discount 3,701 3,341 10,824 9,772 Total $ 5,733 $ 5,373 $ 16,920 $ 15,868 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Payments Under Contractual Obligations | During the nine months ended September 30, 2020, we entered into non-cancellable arrangements for cloud computing services and software. Future payments under these new contractual obligations are as follows (in thousands): 2020 $ 5,810 2021 17,672 2022 17,118 2023 (1) 22,753 Total $ 63,353 (1) Includes $8.0 million in cloud computing arrangement costs for which the timing of settlement is based on usage. We expect to incur those costs over the three-year contract period ending in 2023. |
STOCKHOLDERS' EQUITY AND COMP_2
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | The stock-based compensation expense related to stock awards issued under the Plans are presented within the following line items of the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 156 $ 405 $ 496 $ 1,163 Marketing 377 1,671 1,218 4,586 Selling, general and administrative 7,846 17,467 29,223 56,768 Restructuring and related charges 311 — 1,735 — Total stock-based compensation expense $ 8,690 $ 19,543 $ 32,672 $ 62,517 |
Schedule of Restricted Stock Unit Activity | The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2020: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2019 1,527,014 $ 74.80 Granted 1,744,782 24.59 Vested (596,183) 74.86 Forfeited (720,949) 65.70 Unvested at September 30, 2020 1,954,664 33.41 |
Schedule of Performance and Market-based Performance Share Unit Activity | The table below summarizes Performance Share Unit activity under the Plans for the nine months ended September 30, 2020: 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, 2019 203,853 $ 79.76 341,002 $ 60.60 Granted 96,598 15.44 — — Vested (104,441) 80.77 — — Forfeited (71,128) 79.94 (91,668) 60.60 Unvested at September 30, 2020 124,882 29.78 249,334 60.60 Maximum shares issuable upon vesting at September 30, 2020 173,181 249,334 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Liability for Customer Credits | The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2020 (in thousands): Customer Credits Balance as of December 31, 2019 $ 13,764 Credits issued 153,638 Credits redeemed (1) (102,373) Breakage revenue recognized (15,055) Foreign currency translation 856 Balance as of September 30, 2020 $ 50,830 |
Schedule of 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, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Prepaid expenses and other current assets $ 1,132 $ 2,501 Other non-current assets 4,856 10,133 |
Schedule of Expected Credit Losses on Accounts Receivable | The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the nine months ended September 30, 2020 (in thousands): Allowance for Expected Credit Losses Balance as of January 1, 2020 $ 3,693 Change in Provision 8,683 Write-offs (2,330) Foreign currency translation 187 Balance as of September 30, 2020 $ 10,233 |
RESTRUCTURING AND RELATED CHA_2
RESTRUCTURING AND RELATED CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs by Segment | The following table summarizes costs incurred by segment related to the restructuring plans for both the three and nine months ended September 30, 2020 (in thousands): Three Months Ended September 30, 2020 Employee Severance and Benefit Costs (1) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1,489 $ 435 $ 70 $ 736 $ 2,730 International 14,400 18 195 3,216 17,829 Consolidated $ 15,889 $ 453 $ 265 $ 3,952 $ 20,559 (1) The employee severance and benefits costs for the three months ended September 30, 2020 are related to the termination of and planned termination of approximately 500 employees. Additional severance and benefits costs may be incurred in future periods. Substantially all of the remaining cash payments for the costs accrued as of September 30, 2020 are expected to be disbursed by the end of 2020. Nine Months Ended September 30, 2020 Employee Severance and Benefit Costs (1) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 17,548 $ 443 $ 4,790 $ 10,047 $ 32,828 International 23,041 759 227 4,182 28,209 Consolidated $ 40,589 $ 1,202 $ 5,017 $ 14,229 $ 61,037 (1) The employee severance and benefits costs for the nine months ended September 30, 2020 are related to the termination and planned termination of approximately 1,200 employees. Additional severance and benefits costs may be incurred in future periods. Substantially all of the remaining cash payments for the costs accrued as of September 30, 2020 are expected to be disbursed by the end of 2020. |
Schedule of Restructuring Liability Activity | The following table summarizes restructuring liability activity for the nine months ended September 30, 2020 (in thousands): Employee Severance and Benefit Costs Legal and Advisory Costs Total Balance as of December 31, 2019 (1) $ 699 $ — $ 699 Charges payable in cash (2) 38,854 1,202 40,056 Cash payments (20,319) (753) (21,072) Foreign currency translation 722 62 784 Balance as of September 30, 2020 $ 19,956 $ 511 $ 20,467 (1) Amounts included in the beginning balance are related to prior restructuring plans and the liabilities under those plans have been substantially settled. (2) Excludes stock-based compensation of $1.7 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of our restructuring activities during the nine months ended September 30, 2020. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | 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, 2020 and 2019 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Provision (benefit) for income taxes $ (486) $ 2,069 $ (7,170) $ 591 Income (loss) from continuing operations before provision (benefit) for income taxes (17,047) (12,616) (307,703) (92,909) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Recurring Level 3 Fair Value Measurements | The following table provides a roll forward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Assets Fair value option investments: Beginning Balance $ — $ 4,917 $ 1,405 $ 73,902 Total gains (losses) included in earnings — 14 (1,405) (68,971) Ending Balance $ — $ 4,931 $ — $ 4,931 Unrealized gains (losses) still held (1) $ — $ 14 $ (1,405) $ (68,971) Available-for-sale securities - Redeemable preferred shares: Beginning Balance $ — $ 10,201 $ — $ 10,340 Total gains (losses) included in other comprehensive income (loss) — (63) — (202) Ending Balance $ — $ 10,138 $ — $ 10,138 Unrealized gains (losses) still held (1) $ — $ (63) $ — $ (202) Liabilities Contingent Consideration: Beginning Balance $ 278 $ 1,239 $ 1,298 $ 1,529 Settlements of contingent consideration liabilities — — (908) (312) Total losses (gains) included in earnings — 6 6 33 Foreign currency translation 13 (38) (105) (43) Ending Balance $ 291 $ 1,207 $ 291 $ 1,207 Unrealized gains (losses) still held (1) $ — $ 6 $ 6 $ 33 (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. |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ (16,561) $ (14,685) $ (300,533) $ (93,500) Less: Net income (loss) attributable to noncontrolling interests (291) 2,000 1,758 8,080 Net income (loss) attributable to common stockholders - continuing operations (16,270) (16,685) (302,291) (101,580) Net income (loss) attributable to common stockholders - discontinued operations — — 382 2,162 Net income (loss) attributable to common stockholders $ (16,270) $ (16,685) $ (301,909) $ (99,418) Denominator Weighted-average common shares outstanding 28,751,520 28,348,561 28,535,393 28,416,966 Basic and diluted net income (loss) per share: Continuing operations $ (0.57) $ (0.59) $ (10.59) $ (3.57) Discontinued operations — — 0.01 0.08 Basic and diluted net income (loss) per share $ (0.57) $ (0.59) $ (10.58) $ (3.49) |
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, 2020 2019 2020 2019 Restricted stock units 1,907,396 1,768,908 1,879,752 1,657,446 Performance share units and other stock-based compensation awards 151,110 78,055 199,849 81,545 Convertible senior notes 2,314,815 2,314,815 2,314,815 2,314,815 Warrants 2,314,815 2,314,815 2,314,815 2,314,815 Total 6,688,136 6,476,593 6,709,231 6,368,621 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Service revenue: Local $ 98,561 $ 175,140 $ 322,945 $ 532,599 Goods 8,787 3,000 18,401 9,841 Travel 4,748 13,680 13,722 48,746 Total service revenue 112,096 191,820 355,068 591,186 Product revenue - Goods 68,215 111,776 293,729 394,235 Total North America revenue (1) 180,311 303,596 648,797 985,421 International Service revenue: Local 36,528 65,440 103,221 208,625 Goods 3,309 2,817 8,821 6,882 Travel 3,140 8,003 7,368 24,817 Total service revenue 42,977 76,260 119,410 240,324 Product revenue - Goods 80,731 115,756 305,608 380,854 Total International revenue (1) $ 123,708 $ 192,016 $ 425,018 $ 621,178 (1) North America includes revenue from the United States of $177.3 million and $297.9 million for the three months ended September 30, 2020 and 2019, and $640.4 million and $965.9 million for the nine months ended September 30, 2020 and 2019. International includes revenue from the United Kingdom of $42.9 million and $69.4 million for the three months ended September 30, 2020 and 2019, and $151.1 million and $221.8 million for the nine months ended September 30, 2020 and 2019. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2020 and 2019 |
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, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Service gross profit: Local $ 87,507 $ 155,032 $ 283,004 $ 473,787 Goods 7,440 2,280 14,851 7,838 Travel 3,874 10,717 9,726 38,791 Total service gross profit 98,821 168,029 307,581 520,416 Product gross profit - Goods 10,896 24,046 47,599 80,045 Total North America gross profit 109,717 192,075 355,180 600,461 International Service gross profit: Local 33,687 61,183 93,054 195,941 Goods 2,849 2,589 7,422 6,241 Travel 2,711 7,332 6,259 22,743 Total service gross profit 39,247 71,104 106,735 224,925 Product gross profit - Goods 11,058 14,761 36,580 50,702 Total International gross profit $ 50,305 $ 85,865 $ 143,315 $ 275,627 |
Schedule of Operating Income by Reportable Segment | The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 North America Gross profit $ 109,717 $ 192,075 $ 355,180 $ 600,461 Marketing 19,718 45,223 73,203 162,132 Contribution profit 89,999 146,852 281,977 438,329 International Gross profit 50,305 85,865 143,315 275,627 Marketing 11,668 29,753 43,555 95,164 Contribution profit 38,637 56,112 99,760 180,463 Consolidated Gross profit 160,022 277,940 498,495 876,088 Marketing 31,386 74,976 116,758 257,296 Contribution profit 128,636 202,964 381,737 618,792 Selling, general and administrative 124,257 198,388 475,017 619,274 Goodwill impairment — — 109,486 — Long-lived asset impairment — — 22,351 — Restructuring and related charges 20,559 (61) 61,037 (175) Income (loss) from operations $ (16,180) $ 4,637 $ (286,154) $ (307) |
Schedule of Total Assets by Segment | The following table summarizes total assets by reportable segment as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Total assets: North America (1) $ 1,071,325 $ 1,045,500 International (1) 278,493 541,243 Consolidated total assets $ 1,349,818 $ 1,586,743 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | Jun. 10, 2020 | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Number of operating segments | segment | 2 | 2 | |||||
Stock split ratio, common stock | 0.05 | ||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 20,559 | $ (61) | $ 61,037 | $ (175) | |||
Forecast | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 105,000 | ||||||
Forecast | Minimum | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 75,000 | ||||||
Forecast | Maximum | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 105,000 |
GOODWILL AND LONG-LIVED ASSET_2
GOODWILL AND LONG-LIVED ASSETS - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of reporting units | segment | 3 | |||||
Goodwill impairment | $ 0 | $ 0 | $ 109,486,000 | $ 0 | ||
Long-lived asset impairment | 0 | 22,351,000 | ||||
Intangible asset amortization expense | 2,500,000 | $ 3,700,000 | 7,400,000 | $ 11,400,000 | ||
International | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment | 0 | $ 0 | $ 109,500,000 | 109,486,000 | ||
Long-lived asset impairment | 2,500,000 | 400,000 | ||||
North America | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment | 0 | 0 | 0 | $ 0 | ||
Long-lived asset impairment | $ 800,000 | $ 13,500,000 | ||||
Asia Pacific | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment | 0 | |||||
EMEA | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Long-lived asset impairment | $ 22,400,000 | |||||
Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, useful life | 1 year | |||||
Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, useful life | 10 years |
GOODWILL AND LONG-LIVED ASSET_3
GOODWILL AND LONG-LIVED ASSETS - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill [Roll Forward] | ||||||
Goodwill, beginning balance | $ 325,017,000 | $ 325,017,000 | ||||
Impairment loss | $ 0 | $ 0 | (109,486,000) | $ 0 | ||
Foreign currency translation | (2,522,000) | |||||
Goodwill, ending balance | 213,009,000 | 213,009,000 | ||||
North America | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, beginning balance | 178,685,000 | 178,685,000 | ||||
Impairment loss | 0 | $ 0 | 0 | 0 | ||
Foreign currency translation | 0 | |||||
Goodwill, ending balance | 178,685,000 | 178,685,000 | ||||
International | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, beginning balance | 146,332,000 | 146,332,000 | ||||
Impairment loss | 0 | $ 0 | $ (109,500,000) | (109,486,000) | ||
Foreign currency translation | (2,522,000) | |||||
Goodwill, ending balance | $ 34,324,000 | $ 34,324,000 |
GOODWILL AND LONG-LIVED ASSET_4
GOODWILL AND LONG-LIVED ASSETS - Schedule of Impairment on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Long-lived asset impairment | $ 0 | $ 22,351 |
Restructuring and related charges | 3,296 | 17,199 |
Total impairment | $ 3,296 | $ 39,550 |
GOODWILL AND LONG-LIVED ASSET_5
GOODWILL AND LONG-LIVED ASSETS - Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 22,351 | $ 0 |
Furniture and fixtures | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 413 | |||
Leasehold improvements | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 7,749 | |||
Leasehold improvements | Other Restructuring | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 5,000 | |||
Office equipment | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 198 | |||
Purchased software | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 14 | |||
Computer hardware | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 2,842 | |||
Right-of-use assets - finance leases, net | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 1,388 | |||
Capitalized software | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 304 | |||
Internally-developed software | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 2,988 | |||
Total Property, equipment and software, net | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 15,896 | |||
Right-of-use assets - operating leases, net | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 22,680 | |||
Right-of-use assets - operating leases, net | Other Restructuring | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 12,200 | |||
Intangible assets, net | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 103 | |||
Other non-current assets | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | 871 | |||
Long-lived assets | ||||
Schedule of Impaired Long-Lived Assets [Line Items] | ||||
Impairment of long-lived assets | $ 39,550 |
GOODWILL AND LONG-LIVED ASSET_6
GOODWILL AND LONG-LIVED ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 102,223 | $ 100,738 |
Accumulated Amortization | 71,258 | 65,446 |
Net Carrying Value | 30,965 | 35,292 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 16,200 | 16,200 |
Accumulated Amortization | 16,200 | 16,200 |
Net Carrying Value | 0 | 0 |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 21,668 | 22,193 |
Accumulated Amortization | 10,557 | 8,268 |
Net Carrying Value | 11,111 | 13,925 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,491 | 9,558 |
Accumulated Amortization | 7,771 | 7,369 |
Net Carrying Value | 1,720 | 2,189 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,319 | 3,651 |
Accumulated Amortization | 1,906 | 2,685 |
Net Carrying Value | 413 | 966 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 25,809 | 23,021 |
Accumulated Amortization | 19,850 | 18,167 |
Net Carrying Value | 5,959 | 4,854 |
Other intangible assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 26,736 | 26,115 |
Accumulated Amortization | 14,974 | 12,757 |
Net Carrying Value | $ 11,762 | $ 13,358 |
GOODWILL AND LONG-LIVED ASSET_7
GOODWILL AND LONG-LIVED ASSETS - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining amounts in 2020 | $ 2,312 |
2021 | 8,173 |
2022 | 7,577 |
2023 | 6,426 |
2024 | 2,840 |
Thereafter | 3,637 |
Total | $ 30,965 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments | $ 35,911 | $ 35,911 | $ 76,576 | ||
Gain (loss) from changes in fair value | 0 | $ 14 | (1,405) | $ (68,971) | |
Redeemable Preferred Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
Fair Value Option Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 0 | 0 | 1,405 | ||
Other Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 35,911 | $ 35,911 | $ 75,171 | ||
Minimum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Available for sale securities, percent ownership of voting stock | 19.00% | 19.00% | 19.00% | ||
Minimum | Fair Value Option Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, percent ownership of voting stock | 10.00% | 10.00% | 10.00% | ||
Minimum | Other Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, percent ownership of voting stock | 1.00% | 1.00% | 1.00% | ||
Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Available for sale securities, percent ownership of voting stock | 25.00% | 25.00% | 25.00% | ||
Maximum | Fair Value Option Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, percent ownership of voting stock | 19.00% | 19.00% | 19.00% | ||
Maximum | Other Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, percent ownership of voting stock | 19.00% | 19.00% | 19.00% |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain (loss) from changes in fair value | $ 0 | $ 14 | $ (1,405) | $ (68,971) | |||||||
Other than temporary impairments on equity method investments | 6,700 | ||||||||||
Nearbuy | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain (loss) from changes in fair value | $ (1,400) | (1,405) | 437 | ||||||||
Discount rate | 30.00% | 20.00% | |||||||||
Equity method investments | $ 1,400 | 0 | 0 | ||||||||
Monster LP | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain (loss) from changes in fair value | $ (27,900) | $ (41,500) | 0 | $ (69,408) | |||||||
Discount rate | 26.00% | 21.00% | |||||||||
Equity method investments | 0 | 0 | 0 | ||||||||
Other Equity Investments | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investments | $ 75,171 | $ 35,911 | $ 35,911 | ||||||||
Percentage of other equity investment shares sold in transaction | 50.00% | ||||||||||
Proceeds from sale of other equity investment | $ 34,000 | ||||||||||
Other than temporary impairments on equity method investments | $ 6,700 |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED 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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||||
Interest income | $ 1,268 | $ 1,959 | $ 5,254 | $ 5,810 |
Interest expense | (9,408) | (6,029) | (24,375) | (17,162) |
Changes in fair value of investments | 0 | 14 | (1,405) | (68,971) |
Foreign currency gains (losses), net | 7,273 | (13,197) | 5,661 | (12,279) |
Impairment of investment | 0 | 0 | (6,684) | 0 |
Other income (expense), net | $ (867) | $ (17,253) | $ (21,549) | $ (92,602) |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Merchandise inventories | $ 4,944 | $ 25,426 |
Prepaid expenses | 16,069 | 27,077 |
Income taxes receivable | 13,585 | 4,791 |
Other | 17,360 | 24,779 |
Total prepaid expenses and other current assets | $ 51,958 | $ 82,073 |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Deferred income tax | $ 4,932 | $ 4,829 |
Debt issue costs, net | 2,342 | 2,156 |
Deferred commissions expense | 4,856 | 10,133 |
Deferred cloud implementation costs | 10,175 | 7,372 |
Other | 3,756 | 4,115 |
Total other non-current assets | $ 26,061 | $ 28,605 |
SUPPLEMENTAL CONDENSED CONSOL_6
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Merchant and Supplier Payables (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Accrued merchant payables | $ 297,018 | $ 366,573 |
Accrued supplier payables | 84,838 | 174,367 |
Total accrued merchant and supplier payables | $ 381,856 | $ 540,940 |
SUPPLEMENTAL CONDENSED CONSOL_7
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Refund reserve | $ 29,566 | $ 22,002 |
Compensation and benefits | 37,711 | 49,009 |
Accrued marketing | 10,256 | 41,110 |
Restructuring-related liabilities | 19,753 | 0 |
Customer credits | 50,830 | 13,764 |
Income taxes payable | 1,221 | 5,044 |
Deferred revenue | 10,635 | 17,951 |
Operating and finance lease obligations | 38,055 | 40,768 |
Deferred cloud computing contract incentive | 3,000 | 0 |
Other | 56,271 | 70,544 |
Total accrued expenses and other current liabilities | $ 257,298 | $ 260,192 |
SUPPLEMENTAL CONDENSED CONSOL_8
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 28,725 | $ 30,121 |
Finance lease obligations | 1,126 | 5,831 |
Restructuring-related liabilities | 714 | 0 |
Deferred income taxes | 3,832 | 3,903 |
Deferred payroll taxes (1) | 5,024 | 0 |
Deferred cloud computing contract incentive | 5,000 | 0 |
Other | 5,675 | 5,132 |
Total other non-current liabilities | $ 50,096 | $ 44,987 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) - USD ($) | Apr. 04, 2016 | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Net proceeds | $ 243,200,000 | ||
Stated interest rate | 3.25% | ||
Principal amount converted initially | $ 1,000 | ||
Number of shares converted (in shares) | 9.25926 | ||
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 | $ 24,307,000 | $ 35,131,000 |
Equity component of convertible debt | $ 2,000,000 | ||
Estimated fair value of convertible notes | $ 251,800,000 | $ 262,700,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Conversion price (in usd per share) | $ 108 | ||
Share price (in usd per share) | $ 20.40 | ||
Senior Notes | 2019 Credit Agreement | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of convertible senior notes | $ 250,000,000 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 04, 2016 |
Debt Instrument [Line Items] | |||
Principal amount | $ 250,000 | $ 250,000 | |
Less: debt discount | (24,307) | (35,131) | $ (4,800) |
Net carrying amount of liability component | 225,693 | 214,869 | |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 04, 2016 | |
Debt Disclosure [Abstract] | |||||
Stated interest rate | 3.25% | ||||
Contractual interest (3.25% of the principal amount per annum) | $ 2,032 | $ 2,032 | $ 6,096 | $ 6,096 | |
Amortization of debt discount | 3,701 | 3,341 | 10,824 | 9,772 | |
Total | $ 5,733 | $ 5,373 | $ 16,920 | $ 15,868 |
FINANCING ARRANGEMENTS - Note H
FINANCING ARRANGEMENTS - Note Hedges and Warrants (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended |
May 31, 2016USD ($)$ / sharesshares | |
Debt Disclosure [Abstract] | |
Cost of convertible note hedges | $ | $ 59.1 |
Number of shares available to be purchased (in shares) | shares | 2.3 |
Strike price (in usd per share) | $ / shares | $ 108 |
Cash proceeds from issuance of warrants | $ | $ 35.5 |
Exercise price (in usd per share) | $ / shares | $ 170 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Facility (Details) - USD ($) | Jul. 17, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | May 30, 2019 |
2019 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 400,000,000 | |||
Outstanding amount of lines of credit | $ 20,600,000 | $ 18,100,000 | ||
Debt issuance costs | 3,200,000 | |||
Amount of borrowings | 200,000,000 | |||
2020 Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 225,000,000 | |||
Unused commitment fee percentage | 0.40% | |||
Minimum liquidity required under debt agreement | $ 250,000,000 | |||
Minimum liquidity as a percentage of accrued merchant and supplier payables required under debt agreement | 70.00% | |||
Monthly liquidity required as a percentage of accrued merchant and supplier payables required under debt agreement | 100.00% | |||
Monthly liquidity required in addition to minimum | $ 50,000,000 | |||
Maximum funding commitment | $ 225,000,000 | |||
Minimum | 2020 Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Commitment fee percentage, daily amount of unused commitments | 0.25% | |||
Maximum | 2020 Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage, daily amount of unused commitments | 0.35% | |||
Canadian Prime Rate | 2020 Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Fixed Rate | 2020 Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
LIBOR | Maximum | 2020 Amended Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Letter of Credit | 2019 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 75,000,000 | |||
Geographic Distribution, Domestic | 2019 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Outstanding stock percentage | 100.00% | |||
Geographic Distribution, Foreign | 2019 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Outstanding stock percentage | 65.00% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2017 | |
Recorded Unconditional Purchase Obligation [Line Items] | ||
Gain on expiration of indemnity liability | $ 0.4 | |
Indemnification liabilities | 2.8 | |
Maximum exposure of indemnification liability | $ 11.7 | |
Groupon Latin America | ||
Recorded Unconditional Purchase Obligation [Line Items] | ||
Estimated indemnification liability | $ 5.4 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Future Payments Under Contractual Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Recorded Unconditional Purchase Obligation [Line Items] | |
2020 | $ 5,810 |
2021 | 17,672 |
2022 | 17,118 |
2023 | 22,753 |
Total | $ 63,353 |
Contract term | 3 years |
Cloud Computing Arrangement Costs | |
Recorded Unconditional Purchase Obligation [Line Items] | |
2023 | $ 8,000 |
STOCKHOLDERS' EQUITY AND COMP_3
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS - Narrative (Details) | Jun. 10, 2020 | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) |
Share-based Payment Arrangement [Abstract] | |||
Stock split ratio, common stock | 0.05 | ||
Number of shares available for issuance (in shares) | shares | 100,500,000 | ||
Authorized repurchase amount | $ | $ 300,000,000 | ||
Value of common stock remaining available for repurchase | $ | $ 245,000,000 | ||
Number of shares available for future issuance (in shares) | shares | 2,899,062 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 8,690 | $ 19,543 | $ 32,672 | $ 62,517 |
Capitalized amount of stock-based compensation | 1,100 | 2,000 | 3,400 | 5,500 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 156 | 405 | 496 | 1,163 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 377 | 1,671 | 1,218 | 4,586 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 7,846 | 17,467 | 29,223 | 56,768 |
Restructuring and related charges | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 311 | $ 0 | $ 1,735 | $ 0 |
STOCKHOLDERS' EQUITY AND COMP_5
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS - ESPP (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for issuance (in shares) | 100,500,000 | |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for issuance (in shares) | 1,000,000 | |
Shares issued under employee stock purchase plan (in shares) | 69,371 | 74,300 |
STOCKHOLDERS' EQUITY AND COMP_6
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS - RSU (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 1,527,014 |
Granted (in shares) | 1,744,782 |
Vested (in shares) | (596,183) |
Forfeited (in shares) | (720,949) |
Ending balance (in shares) | 1,954,664 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ 74.80 |
Granted (in dollars per share) | 24.59 |
Vested (in dollars per share) | 74.86 |
Forfeited (in dollars per share) | 65.70 |
Ending balance (in dollars per share) | $ 33.41 |
Unrecognized compensation costs | $ 49.7 |
Weighted-average period of recognition | 1 year 1 month 2 days |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
STOCKHOLDERS' EQUITY AND COMP_7
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS - PSU (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Stock-based compensation expense | $ 8,690 | $ 19,543 | $ 32,672 | $ 62,517 |
Performance Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 203,853 | |||
Granted (in shares) | 96,598 | |||
Vested (in shares) | (104,441) | |||
Forfeited (in shares) | (71,128) | |||
Ending balance (in shares) | 124,882 | 124,882 | ||
Maximum shares issuable (in shares) | 173,181 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Beginning balance (in dollars per share) | $ 79.76 | |||
Granted (in dollars per share) | 15.44 | |||
Vested (in dollars per share) | 80.77 | |||
Forfeited (in dollars per share) | 79.94 | |||
Ending balance (in dollars per share) | $ 29.78 | $ 29.78 | ||
Unrecognized compensation costs | $ 1,500 | $ 1,500 | ||
Weighted-average period of recognition | 1 year 5 months 8 days | |||
Market-based Performance Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price (in dollars per share) | $ 120 | $ 120 | ||
Volatility rate | 49.80% | |||
Cost of equity rate | 12.80% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 341,002 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (91,668) | |||
Ending balance (in shares) | 249,334 | 249,334 | ||
Maximum shares issuable (in shares) | 249,334 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Beginning balance (in dollars per share) | $ 60.60 | |||
Granted (in dollars per share) | 0 | |||
Vested (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 60.60 | |||
Ending balance (in dollars per share) | $ 60.60 | $ 60.60 | ||
Stock-based compensation expense | $ 0 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||
Deferred revenue | $ 10.6 | $ 10.6 | $ 18 | ||
Revenue recognized previously recorded in deferred revenue | 18 | ||||
Amortization of deferred contract costs | 3.6 | $ 5 | 12.3 | $ 15.5 | |
Revenue constrained and to be recognized in future periods | $ 41 | $ 41 | $ 14.6 |
REVENUE RECOGNITION - Customer
REVENUE RECOGNITION - Customer Credits (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Customer Credits [Roll Forward] | |
Customer credits, beginning balance | $ 13,764 |
Credits issued | 153,638 |
Credits redeemed | (102,373) |
Breakage revenue recognized | (15,055) |
Foreign currency translation | 856 |
Customer credits, ending balance | $ 50,830 |
REVENUE RECOGNITION - Deferred
REVENUE RECOGNITION - Deferred contract acquisition costs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Minimum | ||
Capitalized Contract Cost [Line Items] | ||
Deferred contract acquisition cost recognition period | 12 months | |
Maximum | ||
Capitalized Contract Cost [Line Items] | ||
Deferred contract acquisition cost recognition period | 18 months | |
Prepaid expenses and other current assets | ||
Capitalized Contract Cost [Line Items] | ||
Deferred contract acquisition costs | $ 1,132 | $ 2,501 |
Other non-current assets | ||
Capitalized Contract Cost [Line Items] | ||
Deferred contract acquisition costs | $ 4,856 | $ 10,133 |
REVENUE RECOGNITION - Allowance
REVENUE RECOGNITION - Allowance for Credit Losses (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for credit loss on accounts receivable, beginning balance | $ 3,693 |
Change in Provision | 8,683 |
Write-offs | (2,330) |
Foreign currency translation | 187 |
Allowance for credit loss on accounts receivable, ending balance | $ 10,233 |
RESTRUCTURING AND RELATED CHA_3
RESTRUCTURING AND RELATED CHARGES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 15 Months Ended | 21 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020numberofemployees | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 20,559 | $ (61) | $ 61,037 | $ (175) | |||
Restructuring charges related to impairment of right-of-use assets | $ 17,200 | ||||||
Forecast | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 105,000 | ||||||
Reduction in number of positions (in employees) | numberofemployees | 1,300 | ||||||
Minimum | Forecast | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 75,000 | ||||||
Maximum | Forecast | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and related charges | $ 105,000 |
RESTRUCTURING AND RELATED CHA_4
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Costs by Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||
Sep. 30, 2020USD ($)numberofemployees | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)numberofemployees | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Employee benefit and severance costs | $ 15,889 | $ 40,589 | |||
Legal and advisory costs | 453 | 1,202 | |||
Property, equipment and software impairments | 265 | 5,017 | |||
Right-of-use asset impairments and lease-related charges (credits) | 3,952 | 14,229 | |||
Total restructuring charges (credits) | $ 20,559 | $ (61) | $ 61,037 | $ (175) | |
Number of positions eliminated | numberofemployees | 500 | 1,200 | |||
Forecast | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges (credits) | $ 105,000 | ||||
North America | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Employee benefit and severance costs | $ 1,489 | $ 17,548 | |||
Legal and advisory costs | 435 | 443 | |||
Property, equipment and software impairments | 70 | 4,790 | |||
Right-of-use asset impairments and lease-related charges (credits) | 736 | 10,047 | |||
Total restructuring charges (credits) | 2,730 | 32,828 | |||
International | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Employee benefit and severance costs | 14,400 | 23,041 | |||
Legal and advisory costs | 18 | 759 | |||
Property, equipment and software impairments | 195 | 227 | |||
Right-of-use asset impairments and lease-related charges (credits) | 3,216 | 4,182 | |||
Total restructuring charges (credits) | $ 17,829 | $ 28,209 |
RESTRUCTURING AND RELATED CHA_5
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Liability Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 699 | |
Charges payable in cash | 40,056 | |
Cash payments | (21,072) | |
Foreign currency translation | 784 | |
Restructuring reserve, ending balance | 20,467 | |
Stock-based compensation expense related to accelerated vesting of awards | 30,937 | $ 62,517 |
Employee Severance and Benefit Costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 699 | |
Charges payable in cash | 38,854 | |
Cash payments | (20,319) | |
Foreign currency translation | 722 | |
Restructuring reserve, ending balance | 19,956 | |
Stock-based compensation expense related to accelerated vesting of awards | 1,700 | |
Legal And Advisory Costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0 | |
Charges payable in cash | 1,202 | |
Cash payments | (753) | |
Foreign currency translation | 62 | |
Restructuring reserve, ending balance | $ 511 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Taxes [Line Items] | ||||
Provision (benefit) for income taxes | $ (486) | $ 2,069 | $ (7,170) | $ 591 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (17,047) | $ (12,616) | (307,703) | $ (92,909) |
International | ||||
Income Taxes [Line Items] | ||||
Proposed assessment for claims | 119,100 | |||
Decrease in unrecognized tax benefits reasonably possible | $ 5,800 | $ 5,800 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Contingent consideration | $ 2,500,000 | |||||||||
Impairment loss | $ 0 | $ 0 | $ (109,486,000) | $ 0 | ||||||
Non-cash impairment charges related to long-lived assets | 3,296,000 | 39,550,000 | ||||||||
Restructuring charges related to impairment of right-of-use assets | 17,200,000 | |||||||||
Other than temporary impairments on equity method investments | 6,700,000 | |||||||||
Level 3 | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Fair value of contingent consideration | 291,000 | $ 278,000 | $ 1,207,000 | 291,000 | $ 1,207,000 | $ 1,298,000 | $ 1,239,000 | $ 1,529,000 | ||
Fair Value, Measurements, Recurring | Level 3 | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Fair value option investments | 0 | 0 | 1,400,000 | |||||||
Fair value of contingent consideration | 300,000 | 300,000 | $ 1,300,000 | |||||||
International | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Impairment loss | $ 0 | $ 0 | $ (109,500,000) | $ (109,486,000) |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value, Assets and Liabilities, Reconciliation of Level 3 Inputs (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contingent Consideration [Roll Forward] | ||||
Contingent consideration, beginning balance | $ 278 | $ 1,239 | $ 1,298 | $ 1,529 |
Settlements of contingent consideration liabilities | 0 | 0 | (908) | (312) |
Total losses (gains) included in earnings | 0 | 6 | 6 | 33 |
Foreign currency translation | 13 | (38) | (105) | (43) |
Contingent consideration, ending balance | 291 | 1,207 | 291 | 1,207 |
Unrealized gains (losses) still held | 0 | 6 | 6 | 33 |
Fair Value Option Investments | ||||
Equity Method Investments [Roll Forward] | ||||
Fair value option investments, beginning balance | 0 | 4,917 | 1,405 | 73,902 |
Total gains (losses) included in earnings | 0 | 14 | (1,405) | (68,971) |
Fair value option investments, ending balance | 0 | 4,931 | 0 | 4,931 |
Unrealized gains (losses) still held | 0 | 14 | (1,405) | (68,971) |
Redeemable Preferred Stock | ||||
Equity Method Investments [Roll Forward] | ||||
Unrealized gains (losses) still held | 0 | (63) | 0 | (202) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value [Roll Forward] | ||||
Available-for-sale securities, redeemable preferred shares, beginning balance | 0 | 10,201 | 0 | 10,340 |
Total gains (losses) included in other comprehensive income (loss) | 0 | (63) | 0 | (202) |
Available-for-sale securities, redeemable preferred shares, ending balance | $ 0 | $ 10,138 | $ 0 | $ 10,138 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) - continuing operations | $ (16,561) | $ (14,685) | $ (300,533) | $ (93,500) | |
Less: Net income (loss) attributable to noncontrolling interests | (291) | 2,000 | 1,758 | 8,080 | |
Net income (loss) attributable to common stockholders - continuing operations | (16,270) | (16,685) | (302,291) | (101,580) | |
Income (loss) from discontinued operations, net of tax | 0 | 0 | 382 | 2,162 | |
Net income (loss) attributable to common stockholders | $ (16,270) | $ (16,685) | $ (301,909) | $ (99,418) | |
Weighted-average common shares outstanding (in shares) | 28,751,520 | 28,348,561 | 28,535,393 | 28,416,966 | |
Basic and diluted net income (loss) per share: | |||||
Continuing operations (in usd per share) | [1] | $ (0.57) | $ (0.59) | $ (10.59) | $ (3.57) |
Discontinued operations (in usd per share) | [1] | 0 | 0 | 0.01 | 0.08 |
Basic and diluted net income (loss) per share (in usd per share) | [1] | $ (0.57) | $ (0.59) | $ (10.58) | $ (3.49) |
[1] | All share and per share information has been retroactively adjusted to reflect a reverse stock split. See Note 7, Stockholders' Equity and Compensation Arrangements for additional information. |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,688,136 | 6,476,593 | 6,709,231 | 6,368,621 |
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) | 1,907,396 | 1,768,908 | 1,879,752 | 1,657,446 |
Performance share units and 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) | 151,110 | 78,055 | 199,849 | 81,545 |
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) | 2,314,815 | 2,314,815 | 2,314,815 | 2,314,815 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,314,815 | 2,314,815 | 2,314,815 | 2,314,815 |
Market-based Performance Share Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable upon vesting of outstanding performance share units (in shares) | 268,654 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue by Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
Schedule of Revenue by Segment [Line Items] | ||||
Number of operating segments | segment | 2 | 2 | ||
Total revenue | $ 304,019 | $ 495,612 | $ 1,073,815 | $ 1,606,599 |
North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 180,311 | 303,596 | 648,797 | 985,421 |
International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 123,708 | 192,016 | 425,018 | 621,178 |
UNITED STATES | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 177,300 | 297,900 | 640,400 | 965,900 |
UNITED KINGDOM | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 42,900 | 69,400 | 151,100 | 221,800 |
Product | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 148,946 | 227,532 | 599,337 | 775,089 |
Product | Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 68,215 | 111,776 | 293,729 | 394,235 |
Product | Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 80,731 | 115,756 | 305,608 | 380,854 |
Service | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 155,073 | 268,080 | 474,478 | 831,510 |
Service | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 112,096 | 191,820 | 355,068 | 591,186 |
Service | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 42,977 | 76,260 | 119,410 | 240,324 |
Service | Local | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 98,561 | 175,140 | 322,945 | 532,599 |
Service | Local | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 36,528 | 65,440 | 103,221 | 208,625 |
Service | Goods | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 8,787 | 3,000 | 18,401 | 9,841 |
Service | Goods | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 3,309 | 2,817 | 8,821 | 6,882 |
Service | Travel | North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 4,748 | 13,680 | 13,722 | 48,746 |
Service | Travel | International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 3,140 | $ 8,003 | $ 7,368 | $ 24,817 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Gross Profit by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 160,022 | $ 277,940 | $ 498,495 | $ 876,088 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 109,717 | 192,075 | 355,180 | 600,461 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 50,305 | 85,865 | 143,315 | 275,627 |
Service | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 98,821 | 168,029 | 307,581 | 520,416 |
Service | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 39,247 | 71,104 | 106,735 | 224,925 |
Service | Local | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 87,507 | 155,032 | 283,004 | 473,787 |
Service | Local | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 33,687 | 61,183 | 93,054 | 195,941 |
Service | Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 7,440 | 2,280 | 14,851 | 7,838 |
Service | Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 2,849 | 2,589 | 7,422 | 6,241 |
Service | Travel | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 3,874 | 10,717 | 9,726 | 38,791 |
Service | Travel | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 2,711 | 7,332 | 6,259 | 22,743 |
Product | Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 10,896 | 24,046 | 47,599 | 80,045 |
Product | Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 11,058 | $ 14,761 | $ 36,580 | $ 50,702 |
SEGMENT INFORMATION - Schedul_3
SEGMENT INFORMATION - Schedule of Contribution Profit by Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Operating Income (Loss) by Segment | ||||||
Gross profit | $ 160,022,000 | $ 277,940,000 | $ 498,495,000 | $ 876,088,000 | ||
Marketing | 31,386,000 | 74,976,000 | 116,758,000 | 257,296,000 | ||
Contribution profit | 128,636,000 | 202,964,000 | 381,737,000 | 618,792,000 | ||
Selling, general and administrative | 124,257,000 | 198,388,000 | 475,017,000 | 619,274,000 | ||
Goodwill impairment | 0 | 0 | 109,486,000 | 0 | ||
Long-lived asset impairment | 0 | 0 | 22,351,000 | 0 | ||
Restructuring and related charges | 20,559,000 | (61,000) | 61,037,000 | (175,000) | ||
Income (loss) from operations | (16,180,000) | 4,637,000 | (286,154,000) | (307,000) | ||
North America | ||||||
Schedule of Operating Income (Loss) by Segment | ||||||
Gross profit | 109,717,000 | 192,075,000 | 355,180,000 | 600,461,000 | ||
Marketing | 19,718,000 | 45,223,000 | 73,203,000 | 162,132,000 | ||
Contribution profit | 89,999,000 | 146,852,000 | 281,977,000 | 438,329,000 | ||
Goodwill impairment | 0 | $ 0 | $ 0 | 0 | ||
Restructuring and related charges | 2,730,000 | 32,828,000 | ||||
International | ||||||
Schedule of Operating Income (Loss) by Segment | ||||||
Gross profit | 50,305,000 | 85,865,000 | 143,315,000 | 275,627,000 | ||
Marketing | 11,668,000 | 29,753,000 | 43,555,000 | 95,164,000 | ||
Contribution profit | 38,637,000 | $ 56,112,000 | 99,760,000 | $ 180,463,000 | ||
Goodwill impairment | 0 | $ 0 | $ 109,500,000 | 109,486,000 | ||
Restructuring and related charges | $ 17,829,000 | $ 28,209,000 |
SEGMENT INFORMATION - Schedul_4
SEGMENT INFORMATION - Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,349,818 | $ 1,586,743 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,071,325 | 1,045,500 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 278,493 | 541,243 |
UNITED STATES | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,047,900 | 1,020,000 |
SWITZERLAND | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 128,500 | $ 175,200 |
Uncategorized Items - grpn-2020
Label | Element | Value |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 3,320,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 315,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 1,101,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 1,534,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 387,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 239,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | 236,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 227,000 |