Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the
quarter ended June 30, 2014.
“We had another record quarter in terms of demand, with worldwide
billings increasing 29% and reaching their highest level ever,” said
Eric Lefkofsky, CEO of Groupon. “Our marketplace continues to gain
traction and add to our growth; we reached another all-time high in
mobile, and with the launch of Gnome, we believe we’re making great
strides in connecting local commerce.”
Second Quarter 2014 Summary
-
Gross billings, which reflect the total dollar value of customer
purchases of goods and services, excluding applicable taxes and net of
estimated refunds, increased 29% globally to $1.82 billion in the
second quarter 2014, compared with $1.41 billion in the second quarter
2013. North America billings increased 12%, EMEA was approximately
flat and Rest of World increased 145%, driven by the first-quarter
acquisition of Ticket Monster.
-
Revenue increased 23%, to $751.6 million in the second quarter 2014,
compared with $608.7 million in the second quarter 2013. North America
revenue increased 12%, EMEA increased 42% and Rest of World increased
40%.
-
Gross profit was $389.9 million in the second quarter 2014, compared
with $384.7 million in the second quarter 2013.
-
Adjusted EBITDA, a non-GAAP financial measure, was $59.1 million in
the second quarter 2014, compared with $80.5 million in the second
quarter 2013, reflecting SG&A expense related to the Ticket Monster
and ideeli acquisitions, as well as an increase in overall marketing
expense.
-
Second quarter 2014 net loss attributable to common stockholders was
$22.9 million, or $0.03 per share. Earnings per share excluding stock
compensation, amortization of acquired intangible assets, and
acquisition-related costs of $43.8 million (or $28.5 million net of
tax), a non-GAAP financial measure, was $0.01 per share.
-
Operating cash flow for the trailing twelve months ended June 30, 2014
was $122.9 million. Free cash flow, a non-GAAP financial measure, was
negative $53.8 million in the second quarter 2014, bringing free cash
flow for the trailing twelve months ended June 30, 2014 to
$40.5 million.
-
At the end of the quarter, Groupon had $868.1 million in cash and cash
equivalents.
Definitions and reconciliations of all non-GAAP financial measures are
included below in the section titled ''Non-GAAP Financial Measures'' and
in the accompanying tables.
Highlights
-
Units: Global units, defined as vouchers and products
sold before cancellations and refunds, increased 79% year-over-year to
83 million in the second quarter 2014. North America units increased
8%, EMEA units increased 10% and Rest of World units increased 342%.
-
Active deals: At the end of the second quarter 2014, on
average, active deals were over 240,000 globally, compared with more
than 200,000 at the end of the first quarter 2014. North American
active deals increased to over 105,000.
-
Active customers: Active customers, or customers that have
purchased a voucher or product within the last twelve months, grew 25%
year-over-year, to 53.2 million as of June 30, 2014, comprising 22.6
million in North America, 14.5 million in EMEA, and 16.1 million in
Rest of World.
-
Customer spend: Second quarter 2014 trailing twelve
month billings per average active customer was $137, compared with
$132 in the first quarter 2014.
-
Mobile: Mobile mix, as measured by transactions completed on
mobile devices, remains over half of the business, and reached another
all-time high in June 2014. Nearly 92 million people have now
downloaded Groupon mobile apps worldwide.
-
Marketplace: The rollout of Groupon’s marketplace (“Pull”)
continued to gain traction. In June 2014, approximately 10% of total
traffic in North America searched, with customers that searched
spending significantly more than those that did not.
-
Rest of World: Rest of World billings grew 145% in the second
quarter 2014. As a result of the growth and overall progress, Kal
Raman is transitioning from COO to assume a new role as CEO of the
Asia Pacific region, allowing him to focus on unlocking value for the
Company's high-growth Asian markets.
Share Repurchase Program
During the second quarter 2014, Groupon repurchased 17,228,792 shares of
its Class A common stock at an average price of $6.15 per share, for an
aggregate purchase price of $106.0 million. Under the existing
authorization, Groupon has repurchased a total of 24,737,292 shares at
an average price of $7.36 per share, for an aggregate purchase price of
$182.0 million. Groupon is authorized to repurchase up to an additional
$118.0 million of Class A common stock under the August 2013 share
repurchase authorization. The program, which is intended to partially
offset dilution from employee stock grants, terminates in August 2015.
Line of Credit
The Company has entered into a 3-year, $250 million revolving credit
facility, which will provide additional balance sheet flexibility going
forward. The Company has no immediate plans to draw on the facility.
Outlook
For the third quarter 2014, the Company expects revenue of between $720
million and $770 million, Adjusted EBITDA of between $50 million and $70
million, and non-GAAP earnings per share excluding stock compensation,
amortization of acquired intangible assets, and acquisition-related
expenses, net of tax, of between $0.00 and $0.02.
Groupon has revised its full year outlook, and now expects Adjusted
EBITDA to exceed $270 million. Although the Company has the opportunity
to reduce marketing spend over the remainder of the year to achieve a
higher target, given recent returns on those investments, it believes it
is important to maintain flexibility for investment in long-term growth.
Conference Call
A conference call will be webcast live today at 4:00 p.m. CT / 5:00 p.m.
ET, and will be available on Groupon’s investor relations website at http://investor.groupon.com.
This call will contain forward-looking statements and other material
information regarding the Company’s financial and operating results.
Groupon encourages investors to use its investor relations website as a
way of easily finding information about the company. Groupon promptly
makes available on this website, free of charge, the reports that the
company files or furnishes with the SEC, corporate governance
information (including Groupon’s Global Code of Conduct), and select
press releases and social media postings.
Non-GAAP Financial Measures
In addition to financial results reported in accordance with U.S.
generally accepted accounting principles (U.S. GAAP), we have provided
the following non-GAAP financial measures in this release and the
accompanying tables: foreign exchange rate neutral operating results,
Adjusted EBITDA, free cash flow and earnings (loss) per share excluding
stock-based compensation, amortization of acquired intangible assets,
and acquisition-related expense (benefit), net. These non-GAAP financial
measures are presented to aid investors in better understanding
Groupon's performance and to facilitate comparisons to many of our peers
who present similar measures. However, these measures are not intended
to be a substitute for those reported in accordance with U.S. GAAP.
These measures may be different from non-GAAP financial measures used by
other companies, even when similar terms are used to identify such
measures. For reconciliations of these measures to the most applicable
financial measures under U.S. GAAP, see ''Non-GAAP Reconciliation
Schedules'' and ''Supplemental Financial Information and Business
Metrics'' included in the tables accompanying this release.
We exclude the following items from one or more of our non-GAAP
financial measures:
Stock-based compensation. We exclude stock-based compensation
because it is primarily non-cash in nature and we believe that non-GAAP
financial measures excluding this item provide meaningful supplemental
information about our operating performance and liquidity.
Acquisition-related expense (benefit), net. Acquisition-related
expense (benefit), net is comprised of the change in the fair value of
contingent consideration arrangements and, beginning in the fourth
quarter of 2013, also includes external transaction costs related to
business combinations, primarily consisting of legal and advisory fees.
External transaction costs were not material for periods prior to the
fourth quarter of 2013 presented in this release and the accompanying
tables. The composition of our contingent consideration arrangements and
the impact of those arrangements on our operating results vary over time
based on a number of factors, including the terms of our business
combinations and the timing of those transactions. We exclude
acquisition-related expense (benefit), net because we believe that
non-GAAP financial measures excluding this item provide meaningful
supplemental information about our operating performance and facilitate
comparisons to our historical operating results.
Depreciation and amortization. We exclude depreciation and
amortization expenses because they are non-cash in nature and we believe
that non-GAAP financial measures excluding these items provide
meaningful supplemental information about our operating performance and
liquidity.
Descriptions of the non-GAAP financial measures included in this release
and the accompanying tables are as follows:
Foreign exchange rate neutral operating results show our current
period operating results as if foreign currency exchange rates had
remained the same as those in effect in the comparable prior-year period.
Adjusted EBITDA is a non-GAAP financial measure that we define as
net income (loss) excluding income taxes, interest and other
non-operating items, depreciation and amortization, stock-based
compensation, and acquisition-related expense (benefit), net. Our
definition of Adjusted EBITDA may differ from similar measures used by
other companies, even when similar terms are used to identify such
measures. Adjusted EBITDA is a key measure used by our management and
Board of Directors to evaluate operating performance, generate future
plans and make strategic decisions regarding the allocation of capital.
Accordingly, we believe that Adjusted EBITDA provides useful information
to investors and others in understanding and evaluating our operating
results in the same manner as our management and Board of Directors.
Earnings (loss) per share excluding stock-based compensation,
amortization of acquired intangible assets, and acquisition-related
expense (benefit), net is a non-GAAP financial measure that adjusts
our earnings (loss) per share to exclude the impact of stock-based
compensation expense, amortization of acquired intangible assets, and
acquisition-related expense (benefit), net, and the income tax effect of
those items. We believe that this non-GAAP financial measure provides
useful supplemental information for evaluating our operating performance.
Beginning in the first quarter 2014, we have changed our non-GAAP
earnings (loss) per share measure to exclude amortization of acquired
intangible assets, net of tax, in addition to stock compensation and
acquisition-related expenses, which we have excluded historically. Given
the significant acquisition activity in January 2014 and potential
acquisition activity in the future, we believe that excluding non-cash
amortization of acquired intangible assets from our non-GAAP earnings
per share measure enables more meaningful comparisons with our
historical results.
Free cash flow is a non-GAAP financial measure that comprises net
cash provided by (used in) operating activities less purchases of
property and equipment and capitalized software. We use free cash flow,
and ratios based on it, to conduct and evaluate our business because,
although it is similar to cash flow from operations, we believe that it
typically represents a more useful measure of cash flows because
purchases of fixed assets, software developed for internal use and
website development costs are necessary components of our ongoing
operations. Free cash flow is not intended to represent the total
increase or decrease in Groupon's cash balance for the applicable period.
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and
expectations for the next quarter, the full year or the future are
forward-looking statements that involve a number of risks and
uncertainties, and actual results could differ materially from those
discussed. The risks and uncertainties that could cause our results to
differ materially from those included in the forward-looking statements
include, but are not limited to, volatility in our revenue and operating
results; risks related to our business strategy; including our marketing
strategy and spend; responding to changes in the market; effectively
dealing with challenges arising from our international operations;
retaining existing customers and adding new customers; retaining and
adding new and high quality merchants; cyber security breaches;
incurring expenses as we expand our business; competing against smaller
competitors and competitors with more financial resources than us;
maintaining favorable terms with our business partners; maintaining a
strong brand; managing inventory and order fulfillment risks;
integrating our technology platforms; managing refund risks; retaining
our executive team; litigation; regulations, including the CARD Act and
regulation of the Internet; tax liabilities; tax legislation;
maintaining our information technology infrastructure; protecting our
intellectual property; handling acquisitions, joint ventures and
strategic investments effectively; seasonality; payment-related risks;
customer and merchant fraud; global economic uncertainty; compliance
with rules and regulations associated with being a public company; and
our ability to raise capital if necessary. We urge you to refer to the
factors included under the headings ''Risk Factors'' and ''Management's
Discussion and Analysis of Financial Condition and Results of
Operations'' in the company's Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q, copies of which may be obtained by
visiting the company's Investor Relations web site at http://investor.groupon.com or
the SEC's web site at www.sec.gov.
Groupon's actual results could differ materially from those predicted or
implied and reported results should not be considered an indication of
future performance.
You should not rely upon forward-looking statements as predictions of
future events. Although Groupon believes that the expectations reflected
in the forward-looking statements are reasonable, it cannot guarantee
that the future results, levels of activity, performance or events and
circumstances reflected in the forward-looking statements will be
achieved or occur. Moreover, neither the company nor any other person
assumes responsibility for the accuracy and completeness of the
forward-looking statements. The forward-looking statements reflect
Groupon’s expectations as of August 5, 2014. Groupon undertakes no
obligation to update publicly any forward-looking statements for any
reason after the date of this release to conform these statements to
actual results or to changes in its expectations.
About Groupon
Groupon (NASDAQ: GRPN) is a global leader of local commerce and the
place you start when you want to buy just about anything, anytime,
anywhere. By leveraging the company’s global relationships and scale,
Groupon offers consumers a vast marketplace of unbeatable deals all over
the world. Shoppers discover the best a city has to offer on the web or
on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and
find a curated selection of electronics, fashion, home furnishings and
more with Groupon Goods.
Groupon is redefining how traditional small businesses attract, retain
and interact with customers by providing merchants with a suite of
products and services, including customizable deal campaigns, credit
card payment processing capabilities, and point-of-sale solutions that
help businesses grow and operate more effectively. To search for great
deals or subscribe to Groupon emails, visit www.Groupon.com.
To download Groupon's five-star mobile apps, visit www.groupon.com/mobile.
To learn more about the company’s merchant solutions and how to work
with Groupon, visit www.GrouponWorks.com.
|
Groupon, Inc.
|
Summary Consolidated and Segment Results
|
(in thousands, except share and per share amounts)
|
(unaudited)
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y/Y %
|
|
|
|
|
|
|
|
|
|
|
|
Y/Y %
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth
|
|
|
|
|
|
|
|
|
|
|
|
Growth
|
|
|
|
|
|
|
|
Y/Y %
|
|
|
|
|
excluding
|
|
|
|
|
|
|
Y/Y %
|
|
|
|
|
excluding
|
|
|
|
2014
|
|
2013
|
|
Growth
|
|
|
FX Effect (2)
|
|
FX(2)
|
|
|
2014
|
|
2013
|
|
Growth
|
|
|
FX Effect (2)
|
|
FX(2)
|
|
Gross Billings (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
798,845
|
|
|
$
|
712,205
|
|
|
12.2
|
|
%
|
|
$
|
(650
|
)
|
|
12.3
|
|
%
|
|
$
|
1,580,614
|
|
|
$
|
1,393,524
|
|
|
13.4
|
|
%
|
|
$
|
(1,501
|
)
|
|
13.5
|
|
%
|
EMEA
|
|
|
483,255
|
|
|
|
482,250
|
|
|
0.2
|
|
%
|
|
|
21,215
|
|
|
(4.2
|
)
|
%
|
|
|
996,843
|
|
|
|
974,568
|
|
|
2.3
|
|
%
|
|
|
36,442
|
|
|
(1.5
|
)
|
%
|
Rest of World
|
|
|
536,946
|
|
|
|
219,351
|
|
|
144.8
|
|
%
|
|
|
9,424
|
|
|
140.5
|
|
%
|
|
|
1,058,800
|
|
|
|
453,483
|
|
|
133.5
|
|
%
|
|
|
(15,222
|
)
|
|
136.8
|
|
%
|
Consolidated billings
|
|
$
|
1,819,046
|
|
|
$
|
1,413,806
|
|
|
28.7
|
|
%
|
|
$
|
29,989
|
|
|
26.5
|
|
%
|
|
$
|
3,636,257
|
|
|
$
|
2,821,575
|
|
|
28.9
|
|
%
|
|
$
|
19,719
|
|
|
28.2
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
423,931
|
|
|
$
|
377,182
|
|
|
12.4
|
|
%
|
|
$
|
(214
|
)
|
|
12.5
|
|
%
|
|
$
|
854,993
|
|
|
$
|
716,736
|
|
|
19.3
|
|
%
|
|
$
|
(503
|
)
|
|
19.4
|
|
%
|
EMEA
|
|
|
227,690
|
|
|
|
159,962
|
|
|
42.3
|
|
%
|
|
|
10,221
|
|
|
36.0
|
|
%
|
|
|
458,583
|
|
|
|
343,760
|
|
|
33.4
|
|
%
|
|
|
17,090
|
|
|
28.4
|
|
%
|
Rest of World
|
|
|
99,955
|
|
|
|
71,603
|
|
|
39.6
|
|
%
|
|
|
(2,994
|
)
|
|
43.8
|
|
%
|
|
|
195,637
|
|
|
|
149,653
|
|
|
30.7
|
|
%
|
|
|
(12,442
|
)
|
|
39.0
|
|
%
|
Consolidated revenue
|
|
$
|
751,576
|
|
|
$
|
608,747
|
|
|
23.5
|
|
%
|
|
$
|
7,013
|
|
|
22.3
|
|
%
|
|
$
|
1,509,213
|
|
|
$
|
1,210,149
|
|
|
24.7
|
|
%
|
|
$
|
4,145
|
|
|
24.4
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
$
|
(7,854
|
)
|
|
$
|
27,412
|
|
|
(128.7
|
)
|
%
|
|
$
|
1,209
|
|
|
(133.1
|
)
|
%
|
|
$
|
(27,807
|
)
|
|
$
|
48,590
|
|
|
(157.2
|
)
|
%
|
|
$
|
2,711
|
|
|
(162.8
|
)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Groupon, Inc.
|
|
$
|
(22,875
|
)
|
|
$
|
(7,574
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(60,670
|
)
|
|
$
|
(11,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
675,538,392
|
|
|
|
662,361,436
|
|
|
|
|
|
|
|
|
|
|
|
678,958,541
|
|
|
|
660,580,927
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
675,538,392
|
|
|
|
662,361,436
|
|
|
|
|
|
|
|
|
|
|
|
678,958,541
|
|
|
|
660,580,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the total dollar value of customer purchases of goods
and services, excluding applicable taxes and net of estimated
refunds.
|
(2) Represents the change in financial measures that would have
resulted had average exchange rates in the reporting periods been
the same as those in effect during the three and six months ended
June 30, 2013.
|
|
Groupon, Inc.
|
Condensed Consolidated Statements of Cash Flows
|
(in thousands)
|
(unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
$
|
(20,922
|
)
|
|
$
|
(5,551
|
)
|
|
|
$
|
(56,285
|
)
|
|
$
|
(8,793
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property, equipment and software
|
|
|
|
23,067
|
|
|
|
16,255
|
|
|
|
|
45,159
|
|
|
|
31,369
|
|
Amortization of acquired intangible assets
|
|
|
|
11,591
|
|
|
|
5,213
|
|
|
|
|
24,239
|
|
|
|
10,799
|
|
Stock-based compensation
|
|
|
|
31,655
|
|
|
|
32,446
|
|
|
|
|
55,384
|
|
|
|
62,353
|
|
Deferred income taxes
|
|
|
|
(57
|
)
|
|
|
(308
|
)
|
|
|
|
516
|
|
|
|
(566
|
)
|
Excess tax benefits on stock-based compensation
|
|
|
|
(4,077
|
)
|
|
|
(2,936
|
)
|
|
|
|
(9,932
|
)
|
|
|
(3,768
|
)
|
Loss on equity method investments
|
|
|
|
420
|
|
|
|
14
|
|
|
|
|
368
|
|
|
|
33
|
|
Net gain from changes in fair value of contingent consideration
|
|
|
|
-
|
|
|
|
(815
|
)
|
|
|
|
(39
|
)
|
|
|
(747
|
)
|
Impairment of cost method investments
|
|
|
|
191
|
|
|
|
-
|
|
|
|
|
588
|
|
|
|
-
|
|
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
|
(2,029
|
)
|
|
|
744
|
|
|
|
|
921
|
|
|
|
3,267
|
|
Accounts receivable
|
|
|
|
(2,872
|
)
|
|
|
4,743
|
|
|
|
|
(27,265
|
)
|
|
|
(2,941
|
)
|
Prepaid expenses and other current assets
|
|
|
|
(748
|
)
|
|
|
3,465
|
|
|
|
|
(5,898
|
)
|
|
|
15,992
|
|
Accounts payable
|
|
|
|
(12,468
|
)
|
|
|
(3,225
|
)
|
|
|
|
(5,153
|
)
|
|
|
(22,831
|
)
|
Accrued merchant and supplier payables
|
|
|
|
(18,296
|
)
|
|
|
1,442
|
|
|
|
|
(41,945
|
)
|
|
|
(37,975
|
)
|
Accrued expenses and other current liabilities
|
|
|
|
(31,502
|
)
|
|
|
(20,539
|
)
|
|
|
|
(36,881
|
)
|
|
|
(7,237
|
)
|
Other, net
|
|
|
|
3,300
|
|
|
|
12,354
|
|
|
|
|
12,759
|
|
|
|
13,107
|
|
Net cash (used in) provided by operating activities
|
|
|
|
(22,747
|
)
|
|
|
43,302
|
|
|
|
|
(43,464
|
)
|
|
|
52,062
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
|
(34,498
|
)
|
|
|
(15,862
|
)
|
|
|
|
(173,106
|
)
|
|
|
(46,541
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
|
(114,753
|
)
|
|
|
(7,941
|
)
|
|
|
|
(156,245
|
)
|
|
|
(17,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
1,262
|
|
|
|
(3,138
|
)
|
|
|
|
431
|
|
|
|
(15,516
|
)
|
Net (decrease) increase in cash and cash equivalents
|
|
|
|
(170,736
|
)
|
|
|
16,361
|
|
|
|
|
(372,384
|
)
|
|
|
(27,278
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
|
1,038,824
|
|
|
|
1,165,650
|
|
|
|
|
1,240,472
|
|
|
|
1,209,289
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
868,088
|
|
|
$
|
1,182,011
|
|
|
|
$
|
868,088
|
|
|
$
|
1,182,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Groupon, Inc.
|
Condensed Consolidated Statements of Operations
|
(in thousands, except share and per share amounts)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
Third party and other
|
|
|
$
|
405,941
|
|
|
$
|
418,871
|
|
|
|
$
|
832,370
|
|
|
$
|
857,979
|
|
Direct
|
|
|
|
345,635
|
|
|
|
189,876
|
|
|
|
|
676,843
|
|
|
|
352,170
|
|
Total revenue
|
|
|
|
751,576
|
|
|
|
608,747
|
|
|
|
|
1,509,213
|
|
|
|
1,210,149
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
Third party and other
|
|
|
|
58,378
|
|
|
|
55,507
|
|
|
|
|
120,729
|
|
|
|
125,523
|
|
Direct
|
|
|
|
303,336
|
|
|
|
168,546
|
|
|
|
|
612,901
|
|
|
|
320,923
|
|
Total cost of revenue
|
|
|
|
361,714
|
|
|
|
224,053
|
|
|
|
|
733,630
|
|
|
|
446,446
|
|
Gross profit
|
|
|
|
389,862
|
|
|
|
384,694
|
|
|
|
|
775,583
|
|
|
|
763,703
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Marketing
|
|
|
|
64,275
|
|
|
|
55,497
|
|
|
|
|
143,199
|
|
|
|
105,054
|
|
Selling, general and administrative
|
|
|
|
332,844
|
|
|
|
302,600
|
|
|
|
|
657,809
|
|
|
|
610,806
|
|
Acquisition-related expense (benefit), net
|
|
|
|
597
|
|
|
|
(815
|
)
|
|
|
|
2,382
|
|
|
|
(747
|
)
|
Total operating expenses
|
|
|
|
397,716
|
|
|
|
357,282
|
|
|
|
|
803,390
|
|
|
|
715,113
|
|
(Loss) income from operations
|
|
|
|
(7,854
|
)
|
|
|
27,412
|
|
|
|
|
(27,807
|
)
|
|
|
48,590
|
|
Other expense, net
|
|
|
|
(1,023
|
)
|
|
|
(5,579
|
)
|
|
|
|
(1,863
|
)
|
|
|
(10,662
|
)
|
(Loss) income before provision for income taxes
|
|
|
|
(8,877
|
)
|
|
|
21,833
|
|
|
|
|
(29,670
|
)
|
|
|
37,928
|
|
Provision for income taxes
|
|
|
|
12,045
|
|
|
|
27,384
|
|
|
|
|
26,615
|
|
|
|
46,721
|
|
Net loss
|
|
|
|
(20,922
|
)
|
|
|
(5,551
|
)
|
|
|
|
(56,285
|
)
|
|
|
(8,793
|
)
|
Net income attributable to noncontrolling interests
|
|
|
|
(1,953
|
)
|
|
|
(2,023
|
)
|
|
|
|
(4,385
|
)
|
|
|
(2,773
|
)
|
Net loss attributable to Groupon, Inc.
|
|
|
$
|
(22,875
|
)
|
|
$
|
(7,574
|
)
|
|
|
$
|
(60,670
|
)
|
|
$
|
(11,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.02
|
)
|
Diluted
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
|
675,538,392
|
|
|
|
662,361,436
|
|
|
|
|
678,958,541
|
|
|
|
660,580,927
|
|
Basic
|
|
|
|
675,538,392
|
|
|
|
662,361,436
|
|
|
|
|
678,958,541
|
|
|
|
660,580,927
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Groupon, Inc.
|
Condensed Consolidated Balance Sheets
|
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
|
December 31, 2013
|
|
|
|
(unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
868,088
|
|
|
|
$
|
1,240,472
|
|
Accounts receivable, net
|
|
|
|
134,127
|
|
|
|
|
83,673
|
|
Deferred income taxes
|
|
|
|
30,033
|
|
|
|
|
27,938
|
|
Prepaid expenses and other current assets
|
|
|
|
237,092
|
|
|
|
|
210,415
|
|
Total current assets
|
|
|
|
1,269,340
|
|
|
|
|
1,562,498
|
|
Property, equipment and software, net
|
|
|
|
173,403
|
|
|
|
|
134,423
|
|
Goodwill
|
|
|
|
460,972
|
|
|
|
|
220,827
|
|
Intangible assets, net
|
|
|
|
136,182
|
|
|
|
|
28,443
|
|
Investments
|
|
|
|
23,588
|
|
|
|
|
20,652
|
|
Deferred income taxes, non-current
|
|
|
|
45,062
|
|
|
|
|
35,941
|
|
Other non-current assets
|
|
|
|
28,892
|
|
|
|
|
39,226
|
|
Total Assets
|
|
|
$
|
2,137,439
|
|
|
|
$
|
2,042,010
|
|
Liabilities and Equity
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
31,002
|
|
|
|
$
|
27,573
|
|
Accrued merchant and supplier payables
|
|
|
|
803,374
|
|
|
|
|
752,943
|
|
Accrued expenses
|
|
|
|
234,355
|
|
|
|
|
226,986
|
|
Deferred income taxes
|
|
|
|
48,915
|
|
|
|
|
47,558
|
|
Other current liabilities
|
|
|
|
127,434
|
|
|
|
|
132,718
|
|
Total current liabilities
|
|
|
|
1,245,080
|
|
|
|
|
1,187,778
|
|
Deferred income taxes, non-current
|
|
|
|
12,871
|
|
|
|
|
10,853
|
|
Other non-current liabilities
|
|
|
|
148,552
|
|
|
|
|
131,697
|
|
Total Liabilities
|
|
|
|
1,406,503
|
|
|
|
|
1,330,328
|
|
Commitments and contingencies
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
Class A common stock, par value $0.0001 per share, 2,000,000,000
shares authorized, 690,335,467 shares issued and 665,598,175 shares
outstanding at June 30, 2014 and 670,149,976 shares issued and
665,717,176 shares outstanding at December 31, 2013
|
|
|
69
|
|
|
|
|
67
|
|
Class B common stock, par value $0.0001 per share, 10,000,000 shares
authorized, 2,399,976 shares issued and outstanding at June 30, 2014
and December 31, 2013
|
|
|
-
|
|
|
|
|
-
|
|
Common stock, par value $0.0001 per share, 2,010,000,000 shares
authorized, no shares issued and outstanding at June 30, 2014 and
December 31, 2013
|
|
|
-
|
|
|
|
|
-
|
|
Additional paid-in capital
|
|
|
|
1,791,896
|
|
|
|
|
1,584,211
|
|
Treasury stock, at cost, 24,737,292 shares at June 30, 2014 and
4,432,800 shares at December 31, 2013
|
|
|
|
(182,046
|
)
|
|
|
|
(46,587
|
)
|
Accumulated deficit
|
|
|
|
(909,540
|
)
|
|
|
|
(848,870
|
)
|
Accumulated other comprehensive income
|
|
|
|
32,712
|
|
|
|
|
24,830
|
|
Total Groupon, Inc. Stockholders' Equity
|
|
|
|
733,091
|
|
|
|
|
713,651
|
|
Noncontrolling interests
|
|
|
|
(2,155
|
)
|
|
|
|
(1,969
|
)
|
Total Equity
|
|
|
|
730,936
|
|
|
|
|
711,682
|
|
Total Liabilities and Equity
|
|
|
$
|
2,137,439
|
|
|
|
$
|
2,042,010
|
|
|
|
|
|
|
|
|
|
|
|
|
Groupon, Inc.
|
Segment Information
|
(in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross billings (1)
|
|
|
$
|
798,845
|
|
|
|
$
|
712,205
|
|
|
|
$
|
1,580,614
|
|
|
|
$
|
1,393,524
|
|
|
Revenue
|
|
|
$
|
423,931
|
|
|
|
$
|
377,182
|
|
|
|
$
|
854,993
|
|
|
|
$
|
716,736
|
|
|
Segment cost of revenue and operating expenses(2)
|
|
|
|
409,386
|
|
|
|
|
328,674
|
|
|
|
|
829,063
|
|
|
|
|
626,862
|
|
|
Segment operating income(2)
|
|
|
$
|
14,545
|
|
|
|
$
|
48,508
|
|
|
|
$
|
25,930
|
|
|
|
$
|
89,874
|
|
|
Segment operating income as a percent of segment gross billings
|
|
|
|
1.8
|
|
%
|
|
|
6.8
|
|
%
|
|
|
1.6
|
|
%
|
|
|
6.4
|
|
%
|
Segment operating income as a percent of segment revenue
|
|
|
|
3.4
|
|
%
|
|
|
12.9
|
|
%
|
|
|
3.0
|
|
%
|
|
|
12.5
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross billings (1)
|
|
|
$
|
483,255
|
|
|
|
$
|
482,250
|
|
|
|
$
|
996,843
|
|
|
|
$
|
974,568
|
|
|
Revenue
|
|
|
$
|
227,690
|
|
|
|
$
|
159,962
|
|
|
|
$
|
458,583
|
|
|
|
$
|
343,760
|
|
|
Segment cost of revenue and operating expenses(2)
|
|
|
|
199,981
|
|
|
|
|
135,254
|
|
|
|
|
411,951
|
|
|
|
|
284,876
|
|
|
Segment operating income(2)
|
|
|
$
|
27,709
|
|
|
|
$
|
24,708
|
|
|
|
$
|
46,632
|
|
|
|
$
|
58,884
|
|
|
Segment operating income as a percent of segment gross billings
|
|
|
|
5.7
|
|
%
|
|
|
5.1
|
|
%
|
|
|
4.7
|
|
%
|
|
|
6.0
|
|
%
|
Segment operating income as a percent of segment revenue
|
|
|
|
12.2
|
|
%
|
|
|
15.4
|
|
%
|
|
|
10.2
|
|
%
|
|
|
17.1
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross billings (1)
|
|
|
$
|
536,946
|
|
|
|
$
|
219,351
|
|
|
|
$
|
1,058,800
|
|
|
|
$
|
453,483
|
|
|
Revenue
|
|
|
$
|
99,955
|
|
|
|
$
|
71,603
|
|
|
|
$
|
195,637
|
|
|
|
$
|
149,653
|
|
|
Segment cost of revenue and operating expenses(2)
|
|
|
|
117,811
|
|
|
|
|
85,776
|
|
|
|
|
238,240
|
|
|
|
|
188,215
|
|
|
Segment operating loss(2)
|
|
|
$
|
(17,856
|
)
|
|
|
$
|
(14,173
|
)
|
|
|
$
|
(42,603
|
)
|
|
|
$
|
(38,562
|
)
|
|
Segment operating loss as a percent of segment gross billings
|
|
|
|
(3.3
|
)
|
%
|
|
|
(6.5
|
)
|
%
|
|
|
(4.0
|
)
|
%
|
|
|
(8.5
|
)
|
%
|
Segment operating loss as a percent of segment revenue
|
|
|
|
(17.9
|
)
|
%
|
|
|
(19.8
|
)
|
%
|
|
|
(21.8
|
)
|
%
|
|
|
(25.8
|
)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the total dollar value of customer purchases of goods
and services, excluding applicable taxes and net of estimated
refunds.
|
(2) Segment cost of revenue and operating expenses and segment
operating income (loss) exclude stock-based compensation and
acquisition-related expense (benefit), net.
|
|
Groupon, Inc.
|
Non-GAAP Reconciliation Schedules
|
(in thousands, except share and per share amounts)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA and earnings (loss) per share excluding
stock-based compensation, amortization of acquired intangible
assets and acquisition-related (benefit) expense, net of tax, are
non-GAAP financial measures. The Company reconciles Adjusted
EBITDA to the most comparable U.S. GAAP financial measure, "Net
loss," for the periods presented and the Company reconciles
earnings (loss) per share excluding stock-based compensation,
amortization of acquired intangible assets and acquisition-related
(benefit) expense, net to the most comparable U.S. GAAP financial
measure, "Diluted net earnings (loss) per share," for the periods
presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a quarterly reconciliation of Adjusted EBITDA to
the most comparable U.S. GAAP financial measure, "Net loss."
|
|
|
Q2 2013
|
|
Q3 2013
|
|
Q4 2013
|
|
Q1 2014
|
|
Q2 2014
|
|
|
Net loss
|
|
$
|
(5,551
|
)
|
|
$
|
(1,292
|
)
|
|
$
|
(78,861
|
)
|
|
$
|
(35,363
|
)
|
|
$
|
(20,922
|
)
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
32,446
|
|
|
|
26,870
|
|
|
|
32,239
|
|
|
|
23,729
|
|
|
|
31,655
|
|
|
|
Acquisition-related (benefit) expense, net
|
|
|
(815
|
)
|
|
|
(1,529
|
)
|
|
|
2,265
|
|
|
|
1,785
|
|
|
|
597
|
|
|
|
Depreciation and amortization
|
|
|
21,468
|
|
|
|
23,149
|
|
|
|
24,132
|
|
|
|
34,740
|
|
|
|
34,658
|
|
|
|
Other expense (income), net
|
|
|
5,579
|
|
|
|
(832
|
)
|
|
|
84,833
|
|
|
|
840
|
|
|
|
1,023
|
|
|
|
Provision for income taxes
|
|
|
27,384
|
|
|
|
15,936
|
|
|
|
7,380
|
|
|
|
14,570
|
|
|
|
12,045
|
|
|
|
Total adjustments
|
|
|
86,062
|
|
|
|
63,594
|
|
|
|
150,849
|
|
|
|
75,664
|
|
|
|
79,978
|
|
|
|
Adjusted EBITDA
|
|
$
|
80,511
|
|
|
$
|
62,302
|
|
|
$
|
71,988
|
|
|
$
|
40,301
|
|
|
$
|
59,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of diluted net loss per share to
diluted earnings (loss) per share excluding stock-based
compensation, amortization of acquired intangible assets and
acquisition-related expense, net for the three and six months ended
June 30, 2014:
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
June 30, 2014
|
|
|
|
|
Net loss attributable to Groupon, Inc.
|
|
$
|
(22,875
|
)
|
|
$
|
(60,670
|
)
|
|
|
|
|
Stock-based compensation
|
|
|
31,655
|
|
|
|
55,384
|
|
|
|
|
|
Amortization of acquired intangible assets
|
|
|
11,591
|
|
|
|
24,239
|
|
|
|
|
|
Acquisition-related expense, net
|
|
|
597
|
|
|
|
2,382
|
|
|
|
|
|
Income tax effect of adjustments
|
|
|
(15,348
|
)
|
|
|
(23,726
|
)
|
|
|
|
|
Net earnings (loss) attributable to common stockholders excluding
stock-based compensation, amortization of acquired intangible
assets and acquisition-related expense, net
|
|
$
|
5,620
|
|
|
$
|
(2,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares
|
|
|
675,538,392
|
|
|
|
678,958,541
|
|
|
|
|
|
Incremental diluted shares (1)
|
|
|
8,823,049
|
|
|
|
-
|
|
|
|
|
|
Adjusted diluted shares
|
|
|
684,361,441
|
|
|
|
678,958,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net loss per share
|
|
|
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.09
|
)
|
|
|
|
|
Impact of stock-based compensation, amortization of acquired
intangible assets and acquisition-related expense, net
|
|
|
0.04
|
|
|
|
0.09
|
|
|
|
|
|
Diluted earnings (loss) per share excluding stock-based
compensation, amortization of acquired intangible assets and
acquisition-related expense, net
|
|
$
|
0.01
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Outstanding equity awards are not reflected in the calculation
for the six months ended June 30, 2014 because the effect would be
antidilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange rate neutral operating results are non-GAAP
financial measures. The Company reconciles foreign exchange rate
neutral operating results to the most comparable U.S. GAAP financial
measures, "Gross billings," "Revenue" and "(Loss) income from
operations," respectively, for the periods presented. The Company
reconciles "foreign exchange rage neutral Gross billings growth" and
"foreign exchange rate neutral Revenue growth" to year-over-year
growth rates for the most comparable U.S. GAAP financial measures,
"Gross billings growth" and "Revenue growth," respectively, for the
periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect on the Company's gross billings, revenue and (loss)
income from operations from changes in exchange rates versus the
U.S. Dollar for the three months ended June 30, 2014 was as follows:
|
|
|
Three Months Ended June 30, 2014
|
|
Three Months Ended June 30, 2014
|
|
|
At Avg.
|
|
Exchange
|
|
|
|
At Avg.
|
|
Exchange
|
|
|
|
|
Q2 2013
|
|
Rate
|
|
As
|
|
Q1 2014
|
|
Rate
|
|
As
|
|
|
Rates (1)
|
|
Effect (2)
|
|
Reported
|
|
Rates (3)
|
|
Effect (2)
|
|
Reported
|
Gross billings
|
|
$
|
1,789,057
|
|
|
$
|
29,989
|
|
|
$
|
1,819,046
|
|
|
$
|
1,801,262
|
|
|
$
|
17,784
|
|
|
$
|
1,819,046
|
|
Revenue
|
|
$
|
744,563
|
|
|
$
|
7,013
|
|
|
$
|
751,576
|
|
|
$
|
748,425
|
|
|
$
|
3,151
|
|
|
$
|
751,576
|
|
(Loss) income from operations
|
|
$
|
(9,063
|
)
|
|
$
|
1,209
|
|
|
$
|
(7,854
|
)
|
|
$
|
(7,216
|
)
|
|
$
|
(638
|
)
|
|
$
|
(7,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect on the Company’s gross billings, revenue and (loss)
income from operations from changes in exchange rates versus the
U.S. Dollar for the six months ended June 30, 2014 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014
|
|
|
At Avg.
|
|
Exchange
|
|
|
|
At Avg.
|
|
Exchange
|
|
|
|
|
Q2 2013 YTD
|
|
Rate
|
|
As
|
|
Q4'13 - Q1'14
|
|
Rate
|
|
As
|
|
|
Rates (1)
|
|
Effect (2)
|
|
Reported
|
|
Rates (3)
|
|
Effect (2)
|
|
Reported
|
Gross billings
|
|
$
|
3,616,538
|
|
|
$
|
19,719
|
|
|
$
|
3,636,257
|
|
|
$
|
3,627,234
|
|
|
$
|
9,023
|
|
|
$
|
3,636,257
|
|
Revenue
|
|
$
|
1,505,068
|
|
|
$
|
4,145
|
|
|
$
|
1,509,213
|
|
|
$
|
1,508,271
|
|
|
$
|
942
|
|
|
$
|
1,509,213
|
|
(Loss) income from operations
|
|
$
|
(30,518
|
)
|
|
$
|
2,711
|
|
|
$
|
(27,807
|
)
|
|
$
|
(28,063
|
)
|
|
$
|
256
|
|
|
$
|
(27,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the financial statement balances that would have
resulted had average exchange rates in the reporting period been the
same as those in effect during the three and six months ended June
30, 2013.
|
(2) Represents the increase or decrease in reported amounts
resulting from changes in exchange rates from those in effect in the
comparable period.
|
(3) Represents the financial statement balances that would have
resulted had average exchange rates in the reporting periods been
the same as those in effect during the three and six months ended
March 31, 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a quarterly reconciliation of foreign exchange rate
neutral Gross billings growth from the comparable quarterly periods
of the prior year to reported Gross billings growth from the
comparable quarterly periods of the prior year.
|
|
|
Q2 2013
|
|
Q3 2013
|
|
Q4 2013
|
|
Q1 2014
|
|
Q2 2014
|
|
|
EMEA Gross billings growth, excluding FX
|
|
|
4
|
|
%
|
|
9
|
|
%
|
|
3
|
|
%
|
|
1
|
|
%
|
|
(4
|
)
|
%
|
|
FX Effect
|
|
|
-
|
|
%
|
|
3
|
|
%
|
|
3
|
|
%
|
|
3
|
|
%
|
|
4
|
|
%
|
|
EMEA Gross billings growth
|
|
|
4
|
|
%
|
|
12
|
|
%
|
|
6
|
|
%
|
|
4
|
|
%
|
|
-
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Gross billings growth, excluding FX
|
|
|
(16
|
)
|
%
|
|
(4
|
)
|
%
|
|
(2
|
)
|
%
|
|
133
|
|
%
|
|
141
|
|
%
|
|
FX Effect
|
|
|
(5
|
)
|
%
|
|
(9
|
)
|
%
|
|
(9
|
)
|
%
|
|
(10
|
)
|
%
|
|
4
|
|
%
|
|
Rest of World Gross billings growth
|
|
|
(21
|
)
|
%
|
|
(13
|
)
|
%
|
|
(11
|
)
|
%
|
|
123
|
|
%
|
|
145
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Gross billings growth, excluding FX
|
|
|
11
|
|
%
|
|
11
|
|
%
|
|
5
|
|
%
|
|
30
|
|
%
|
|
27
|
|
%
|
|
FX Effect
|
|
|
(1
|
)
|
%
|
|
(1
|
)
|
%
|
|
-
|
|
%
|
|
(1
|
)
|
%
|
|
2
|
|
%
|
|
Consolidated Gross billings growth
|
|
|
10
|
|
%
|
|
10
|
|
%
|
|
5
|
|
%
|
|
29
|
|
%
|
|
29
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a quarterly reconciliation of foreign exchange rate
neutral Revenue growth from the comparable quarterly periods of the
prior year to reported Revenue growth from the comparable quarterly
periods of the prior year.
|
|
|
Q2 2013
|
|
Q3 2013
|
|
Q4 2013
|
|
Q1 2014
|
|
Q2 2014
|
|
|
EMEA Revenue growth, excluding FX
|
|
|
(25
|
)
|
%
|
|
(23
|
)
|
%
|
|
38
|
|
%
|
|
22
|
|
%
|
|
36
|
|
%
|
|
FX Effect
|
|
|
1
|
|
%
|
|
2
|
|
%
|
|
5
|
|
%
|
|
4
|
|
%
|
|
6
|
|
%
|
|
EMEA Revenue growth
|
|
|
(24
|
)
|
%
|
|
(21
|
)
|
%
|
|
43
|
|
%
|
|
26
|
|
%
|
|
42
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Revenue growth, excluding FX
|
|
|
(21
|
)
|
%
|
|
7
|
|
%
|
|
(6
|
)
|
%
|
|
35
|
|
%
|
|
44
|
|
%
|
|
FX Effect
|
|
|
(5
|
)
|
%
|
|
(11
|
)
|
%
|
|
(9
|
)
|
%
|
|
(12
|
)
|
%
|
|
(4
|
)
|
%
|
|
Rest of World Revenue growth
|
|
|
(26
|
)
|
%
|
|
(4
|
)
|
%
|
|
(15
|
)
|
%
|
|
23
|
|
%
|
|
40
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Revenue growth, excluding FX
|
|
|
8
|
|
%
|
|
6
|
|
%
|
|
20
|
|
%
|
|
26
|
|
%
|
|
22
|
|
%
|
|
FX Effect
|
|
|
(1
|
)
|
%
|
|
(1
|
)
|
%
|
|
-
|
|
%
|
|
-
|
|
%
|
|
2
|
|
%
|
|
Consolidated Revenue growth
|
|
|
7
|
|
%
|
|
5
|
|
%
|
|
20
|
|
%
|
|
26
|
|
%
|
|
24
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Groupon, Inc.
|
Supplemental Financial Information and Business Metrics(9)
|
(financial data in thousands, except per share data; active
customers in millions)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2013
|
|
|
Q3 2013
|
|
|
Q4 2013
|
|
|
Q1 2014
|
|
|
Q2 2014
|
|
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Billings (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local (2) Gross Billings
|
|
|
$
|
453,030
|
|
|
|
$
|
405,913
|
|
|
|
$
|
439,131
|
|
|
|
$
|
456,952
|
|
|
|
$
|
461,366
|
|
|
|
Goods Gross Billings
|
|
|
|
196,878
|
|
|
|
|
194,565
|
|
|
|
|
286,039
|
|
|
|
|
242,896
|
|
|
|
|
247,618
|
|
|
|
Travel (2) Gross Billings
|
|
|
|
62,297
|
|
|
|
|
64,521
|
|
|
|
|
63,551
|
|
|
|
|
81,921
|
|
|
|
|
89,861
|
|
|
|
Total Gross Billings
|
|
|
$
|
712,205
|
|
|
|
$
|
664,999
|
|
|
|
$
|
788,721
|
|
|
|
$
|
781,769
|
|
|
|
$
|
798,845
|
|
|
|
Year-over-year growth
|
|
|
|
30
|
|
%
|
|
|
20
|
|
%
|
|
|
10
|
|
%
|
|
|
15
|
|
%
|
|
|
12
|
|
%
|
|
% Third Party and Other
|
|
|
|
74
|
|
%
|
|
|
72
|
|
%
|
|
|
67
|
|
%
|
|
|
70
|
|
%
|
|
|
70
|
|
%
|
|
% Direct
|
|
|
|
26
|
|
%
|
|
|
28
|
|
%
|
|
|
33
|
|
%
|
|
|
30
|
|
%
|
|
|
30
|
|
%
|
Gross Billings Trailing Twelve Months (TTM)
|
|
|
$
|
2,664,845
|
|
|
|
$
|
2,777,475
|
|
|
|
$
|
2,847,244
|
|
|
|
$
|
2,947,694
|
|
|
|
$
|
3,034,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
|
$
|
177,377
|
|
|
|
$
|
162,346
|
|
|
|
$
|
161,601
|
|
|
|
$
|
177,247
|
|
|
|
$
|
164,500
|
|
|
|
Goods Revenue
|
|
|
|
186,028
|
|
|
|
|
185,914
|
|
|
|
|
268,281
|
|
|
|
|
237,435
|
|
|
|
|
241,626
|
|
|
|
Travel Revenue
|
|
|
|
13,777
|
|
|
|
|
12,578
|
|
|
|
|
13,902
|
|
|
|
|
16,380
|
|
|
|
|
17,805
|
|
|
|
Total Revenue
|
|
|
$
|
377,182
|
|
|
|
$
|
360,838
|
|
|
|
$
|
443,784
|
|
|
|
$
|
431,062
|
|
|
|
$
|
423,931
|
|
|
|
Year-over-year growth
|
|
|
|
45
|
|
%
|
|
|
24
|
|
%
|
|
|
18
|
|
%
|
|
|
27
|
|
%
|
|
|
12
|
|
%
|
|
% Third Party and Other
|
|
|
|
52
|
|
%
|
|
|
49
|
|
%
|
|
|
41
|
|
%
|
|
|
45
|
|
%
|
|
|
43
|
|
%
|
|
% Direct
|
|
|
|
48
|
|
%
|
|
|
51
|
|
%
|
|
|
59
|
|
%
|
|
|
55
|
|
%
|
|
|
57
|
|
%
|
Revenue TTM
|
|
|
$
|
1,383,690
|
|
|
|
$
|
1,452,925
|
|
|
|
$
|
1,521,358
|
|
|
|
$
|
1,612,866
|
|
|
|
$
|
1,659,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
|
$
|
155,728
|
|
|
|
$
|
138,890
|
|
|
|
$
|
140,944
|
|
|
|
$
|
152,622
|
|
|
|
$
|
142,674
|
|
|
|
% of North America Total Local Gross Billings
|
|
|
|
34.4
|
|
%
|
|
|
34.2
|
|
%
|
|
|
32.1
|
|
%
|
|
|
33.4
|
|
%
|
|
|
30.9
|
|
%
|
|
Goods Gross Profit
|
|
|
|
26,977
|
|
|
|
|
21,609
|
|
|
|
|
21,030
|
|
|
|
|
12,604
|
|
|
|
|
22,961
|
|
|
|
% of North America Total Goods Gross Billings
|
|
|
|
13.7
|
|
%
|
|
|
11.1
|
|
%
|
|
|
7.4
|
|
%
|
|
|
5.2
|
|
%
|
|
|
9.3
|
|
%
|
|
Travel Gross Profit
|
|
|
|
11,881
|
|
|
|
|
11,070
|
|
|
|
|
12,352
|
|
|
|
|
14,442
|
|
|
|
|
14,365
|
|
|
|
% of North America Total Travel Gross Billings
|
|
|
|
19.1
|
|
%
|
|
|
17.2
|
|
%
|
|
|
19.4
|
|
%
|
|
|
17.6
|
|
%
|
|
|
16.0
|
|
%
|
|
Total Gross Profit
|
|
|
$
|
194,586
|
|
|
|
$
|
171,569
|
|
|
|
$
|
174,326
|
|
|
|
$
|
179,668
|
|
|
|
$
|
180,000
|
|
|
|
Year-over-year growth
|
|
|
|
12
|
|
%
|
|
|
7
|
|
%
|
|
|
15
|
|
%
|
|
|
4
|
|
%
|
|
|
(7
|
)
|
%
|
|
% Third Party and Other
|
|
|
|
88
|
|
%
|
|
|
90
|
|
%
|
|
|
91
|
|
%
|
|
|
94
|
|
%
|
|
|
88
|
|
%
|
|
% Direct
|
|
|
|
12
|
|
%
|
|
|
10
|
|
%
|
|
|
9
|
|
%
|
|
|
6
|
|
%
|
|
|
12
|
|
%
|
|
% of North America Total Gross Billings
|
|
|
|
27.3
|
|
%
|
|
|
25.8
|
|
%
|
|
|
22.1
|
|
%
|
|
|
23.0
|
|
%
|
|
|
22.5
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Billings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Billings
|
|
|
$
|
241,856
|
|
|
|
$
|
207,803
|
|
|
|
$
|
277,472
|
|
|
|
$
|
262,141
|
|
|
|
$
|
227,266
|
|
|
|
Goods Gross Billings
|
|
|
|
167,594
|
|
|
|
|
169,849
|
|
|
|
|
219,880
|
|
|
|
|
183,013
|
|
|
|
|
190,957
|
|
|
|
Travel Gross Billings
|
|
|
|
72,800
|
|
|
|
|
65,666
|
|
|
|
|
68,361
|
|
|
|
|
68,434
|
|
|
|
|
65,032
|
|
|
|
Total Gross Billings
|
|
|
$
|
482,250
|
|
|
|
$
|
443,318
|
|
|
|
$
|
565,713
|
|
|
|
$
|
513,588
|
|
|
|
$
|
483,255
|
|
|
|
Year-over-year growth
|
|
|
|
4
|
|
%
|
|
|
12
|
|
%
|
|
|
6
|
|
%
|
|
|
4
|
|
%
|
|
|
-
|
|
%
|
|
Year-over-year growth, excluding FX (5)
|
|
|
|
4
|
|
%
|
|
|
9
|
|
%
|
|
|
3
|
|
%
|
|
|
1
|
|
%
|
|
|
(4
|
)
|
%
|
|
% Third Party and Other
|
|
|
|
100
|
|
%
|
|
|
98
|
|
%
|
|
|
83
|
|
%
|
|
|
83
|
|
%
|
|
|
80
|
|
%
|
|
% Direct
|
|
|
|
-
|
|
%
|
|
|
2
|
|
%
|
|
|
17
|
|
%
|
|
|
17
|
|
%
|
|
|
20
|
|
%
|
Gross Billings TTM
|
|
|
$
|
1,903,136
|
|
|
|
$
|
1,950,367
|
|
|
|
$
|
1,983,599
|
|
|
|
$
|
2,004,869
|
|
|
|
$
|
2,005,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
|
$
|
110,229
|
|
|
|
$
|
92,141
|
|
|
|
$
|
116,061
|
|
|
|
$
|
109,120
|
|
|
|
$
|
96,485
|
|
|
|
Goods Revenue
|
|
|
|
35,119
|
|
|
|
|
41,279
|
|
|
|
|
119,274
|
|
|
|
|
106,889
|
|
|
|
|
115,413
|
|
|
|
Travel Revenue
|
|
|
|
14,614
|
|
|
|
|
14,530
|
|
|
|
|
15,870
|
|
|
|
|
14,884
|
|
|
|
|
15,792
|
|
|
|
Total Revenue
|
|
|
$
|
159,962
|
|
|
|
$
|
147,950
|
|
|
|
$
|
251,205
|
|
|
|
$
|
230,893
|
|
|
|
$
|
227,690
|
|
|
|
Year-over-year growth
|
|
|
|
(24
|
)
|
%
|
|
|
(21
|
)
|
%
|
|
|
43
|
|
%
|
|
|
26
|
|
%
|
|
|
42
|
|
%
|
|
Year-over-year growth, excluding FX
|
|
|
|
(25
|
)
|
%
|
|
|
(23
|
)
|
%
|
|
|
38
|
|
%
|
|
|
22
|
|
%
|
|
|
36
|
|
%
|
|
% Third Party and Other
|
|
|
|
99
|
|
%
|
|
|
94
|
|
%
|
|
|
61
|
|
%
|
|
|
61
|
|
%
|
|
|
57
|
|
%
|
|
% Direct
|
|
|
|
1
|
|
%
|
|
|
6
|
|
%
|
|
|
39
|
|
%
|
|
|
39
|
|
%
|
|
|
43
|
|
%
|
Revenue TTM
|
|
|
$
|
707,325
|
|
|
|
$
|
667,988
|
|
|
|
$
|
742,915
|
|
|
|
$
|
790,010
|
|
|
|
$
|
857,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
|
$
|
99,318
|
|
|
|
$
|
81,808
|
|
|
|
$
|
105,210
|
|
|
|
$
|
100,066
|
|
|
|
$
|
90,373
|
|
|
|
% of EMEA Total Local Gross Billings
|
|
|
|
41.1
|
|
%
|
|
|
39.4
|
|
%
|
|
|
37.9
|
|
%
|
|
|
38.2
|
|
%
|
|
|
39.8
|
|
%
|
|
Goods Gross Profit
|
|
|
|
27,108
|
|
|
|
|
28,943
|
|
|
|
|
33,526
|
|
|
|
|
27,302
|
|
|
|
|
35,432
|
|
|
|
% of EMEA Total Goods Gross Billings
|
|
|
|
16.2
|
|
%
|
|
|
17.0
|
|
%
|
|
|
15.2
|
|
%
|
|
|
14.9
|
|
%
|
|
|
18.6
|
|
%
|
|
Travel Gross Profit
|
|
|
|
13,105
|
|
|
|
|
12,930
|
|
|
|
|
14,457
|
|
|
|
|
13,669
|
|
|
|
|
14,894
|
|
|
|
% of EMEA Total Travel Gross Billings
|
|
|
|
18.0
|
|
%
|
|
|
19.7
|
|
%
|
|
|
21.1
|
|
%
|
|
|
20.0
|
|
%
|
|
|
22.9
|
|
%
|
|
Total Gross Profit
|
|
|
$
|
139,531
|
|
|
|
$
|
123,681
|
|
|
|
$
|
153,193
|
|
|
|
$
|
141,037
|
|
|
|
$
|
140,699
|
|
|
|
Year-over-year growth
|
|
|
|
(24
|
)
|
%
|
|
|
(24
|
)
|
%
|
|
|
7
|
|
%
|
|
|
(8
|
)
|
%
|
|
|
1
|
|
%
|
|
% Third Party and Other
|
|
|
|
101
|
|
%
|
|
|
99
|
|
%
|
|
|
91
|
|
%
|
|
|
92
|
|
%
|
|
|
85
|
|
%
|
|
% Direct
|
|
|
|
(1
|
)
|
%
|
|
|
1
|
|
%
|
|
|
9
|
|
%
|
|
|
8
|
|
%
|
|
|
15
|
|
%
|
|
% of EMEA Total Gross Billings
|
|
|
|
28.9
|
|
%
|
|
|
27.9
|
|
%
|
|
|
27.1
|
|
%
|
|
|
27.5
|
|
%
|
|
|
29.1
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Billings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Billings
|
|
|
$
|
115,156
|
|
|
|
$
|
118,718
|
|
|
|
$
|
116,824
|
|
|
|
$
|
167,833
|
|
|
|
$
|
170,237
|
|
|
|
Goods Gross Billings
|
|
|
|
72,399
|
|
|
|
|
78,973
|
|
|
|
|
89,451
|
|
|
|
|
283,091
|
|
|
|
|
281,300
|
|
|
|
Travel Gross Billings
|
|
|
|
31,796
|
|
|
|
|
36,640
|
|
|
|
|
32,398
|
|
|
|
|
70,930
|
|
|
|
|
85,409
|
|
|
|
Total Gross Billings
|
|
|
$
|
219,351
|
|
|
|
$
|
234,331
|
|
|
|
$
|
238,673
|
|
|
|
$
|
521,854
|
|
|
|
$
|
536,946
|
|
|
|
Year-over-year growth
|
|
|
|
(21
|
)
|
%
|
|
|
(13
|
)
|
%
|
|
|
(11
|
)
|
%
|
|
|
123
|
|
%
|
|
|
145
|
|
%
|
|
Year-over-year growth, excluding FX
|
|
|
|
(16
|
)
|
%
|
|
|
(4
|
)
|
%
|
|
|
(2
|
)
|
%
|
|
|
133
|
|
%
|
|
|
141
|
|
%
|
|
% Third Party and Other
|
|
|
|
97
|
|
%
|
|
|
97
|
|
%
|
|
|
97
|
|
%
|
|
|
99
|
|
%
|
|
|
99
|
|
%
|
|
% Direct
|
|
|
|
3
|
|
%
|
|
|
3
|
|
%
|
|
|
3
|
|
%
|
|
|
1
|
|
%
|
|
|
1
|
|
%
|
Gross Billings TTM
|
|
|
$
|
992,302
|
|
|
|
$
|
956,833
|
|
|
|
$
|
926,487
|
|
|
|
$
|
1,214,209
|
|
|
|
$
|
1,531,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
|
$
|
43,849
|
|
|
|
$
|
51,900
|
|
|
|
$
|
40,847
|
|
|
|
$
|
43,814
|
|
|
|
$
|
42,711
|
|
|
|
Goods Revenue
|
|
|
|
20,610
|
|
|
|
|
25,061
|
|
|
|
|
26,158
|
|
|
|
|
41,855
|
|
|
|
|
45,537
|
|
|
|
Travel Revenue
|
|
|
|
7,144
|
|
|
|
|
9,310
|
|
|
|
|
6,453
|
|
|
|
|
10,013
|
|
|
|
|
11,707
|
|
|
|
Total Revenue
|
|
|
$
|
71,603
|
|
|
|
$
|
86,271
|
|
|
|
$
|
73,458
|
|
|
|
$
|
95,682
|
|
|
|
$
|
99,955
|
|
|
|
Year-over-year growth
|
|
|
|
(26
|
)
|
%
|
|
|
(4
|
)
|
%
|
|
|
(15
|
)
|
%
|
|
|
23
|
|
%
|
|
|
40
|
|
%
|
|
Year-over-year growth, excluding FX
|
|
|
|
(21
|
)
|
%
|
|
|
7
|
|
%
|
|
|
(6
|
)
|
%
|
|
|
35
|
|
%
|
|
|
44
|
|
%
|
|
% Third Party and Other
|
|
|
|
92
|
|
%
|
|
|
91
|
|
%
|
|
|
90
|
|
%
|
|
|
94
|
|
%
|
|
|
93
|
|
%
|
|
% Direct
|
|
|
|
8
|
|
%
|
|
|
9
|
|
%
|
|
|
10
|
|
%
|
|
|
6
|
|
%
|
|
|
7
|
|
%
|
Revenue TTM
|
|
|
$
|
325,988
|
|
|
|
$
|
322,597
|
|
|
|
$
|
309,382
|
|
|
|
$
|
327,014
|
|
|
|
$
|
355,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
|
$
|
35,885
|
|
|
|
$
|
44,435
|
|
|
|
$
|
33,596
|
|
|
|
$
|
34,748
|
|
|
|
$
|
35,618
|
|
|
|
% of Rest of World Total Local Gross Billings
|
|
|
|
31.2
|
|
%
|
|
|
37.4
|
|
%
|
|
|
28.8
|
|
%
|
|
|
20.7
|
|
%
|
|
|
20.9
|
|
%
|
|
Goods Gross Profit
|
|
|
|
8,966
|
|
|
|
|
12,016
|
|
|
|
|
11,781
|
|
|
|
|
22,135
|
|
|
|
|
24,623
|
|
|
|
% of Rest of World Total Goods Gross Billings
|
|
|
|
12.4
|
|
%
|
|
|
15.2
|
|
%
|
|
|
13.2
|
|
%
|
|
|
7.8
|
|
%
|
|
|
8.8
|
|
%
|
|
Travel Gross Profit
|
|
|
|
5,726
|
|
|
|
|
7,921
|
|
|
|
|
5,312
|
|
|
|
|
8,133
|
|
|
|
|
8,922
|
|
|
|
% of Rest of World Total Travel Gross Billings
|
|
|
|
18.0
|
|
%
|
|
|
21.6
|
|
%
|
|
|
16.4
|
|
%
|
|
|
11.5
|
|
%
|
|
|
10.4
|
|
%
|
|
Total Gross Profit
|
|
|
$
|
50,577
|
|
|
|
$
|
64,372
|
|
|
|
$
|
50,689
|
|
|
|
$
|
65,016
|
|
|
|
$
|
69,163
|
|
|
|
Year-over-year growth
|
|
|
|
(33
|
)
|
%
|
|
|
1
|
|
%
|
|
|
(16
|
)
|
%
|
|
|
23
|
|
%
|
|
|
37
|
|
%
|
|
% Third Party and Other
|
|
|
|
101
|
|
%
|
|
|
99
|
|
%
|
|
|
101
|
|
%
|
|
|
102
|
|
%
|
|
|
100
|
|
%
|
|
% Direct
|
|
|
|
(1
|
)
|
%
|
|
|
1
|
|
%
|
|
|
(1
|
)
|
%
|
|
|
(2
|
)
|
%
|
|
|
-
|
|
%
|
|
% of Rest of World Total Gross Billings
|
|
|
|
23.1
|
|
%
|
|
|
27.5
|
|
%
|
|
|
21.2
|
|
%
|
|
|
12.5
|
|
%
|
|
|
12.9
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Billings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Billings
|
|
|
$
|
810,042
|
|
|
|
$
|
732,434
|
|
|
|
$
|
833,427
|
|
|
|
$
|
886,926
|
|
|
|
$
|
858,869
|
|
|
|
Goods Gross Billings
|
|
|
|
436,871
|
|
|
|
|
443,387
|
|
|
|
|
595,370
|
|
|
|
|
709,000
|
|
|
|
|
719,875
|
|
|
|
Travel Gross Billings
|
|
|
|
166,893
|
|
|
|
|
166,827
|
|
|
|
|
164,310
|
|
|
|
|
221,285
|
|
|
|
|
240,302
|
|
|
|
Total Gross Billings
|
|
|
$
|
1,413,806
|
|
|
|
$
|
1,342,648
|
|
|
|
$
|
1,593,107
|
|
|
|
$
|
1,817,211
|
|
|
|
$
|
1,819,046
|
|
|
|
Year-over-year growth
|
|
|
|
10
|
|
%
|
|
|
10
|
|
%
|
|
|
5
|
|
%
|
|
|
29
|
|
%
|
|
|
29
|
|
%
|
|
Year-over-year growth, excluding FX
|
|
|
|
11
|
|
%
|
|
|
11
|
|
%
|
|
|
5
|
|
%
|
|
|
30
|
|
%
|
|
|
27
|
|
%
|
|
% Third Party and Other
|
|
|
|
87
|
|
%
|
|
|
85
|
|
%
|
|
|
77
|
|
%
|
|
|
82
|
|
%
|
|
|
81
|
|
%
|
|
% Direct
|
|
|
|
13
|
|
%
|
|
|
15
|
|
%
|
|
|
23
|
|
%
|
|
|
18
|
|
%
|
|
|
19
|
|
%
|
Gross Billings (TTM)
|
|
|
$
|
5,560,283
|
|
|
|
$
|
5,684,675
|
|
|
|
$
|
5,757,330
|
|
|
|
$
|
6,166,772
|
|
|
|
$
|
6,572,012
|
|
|
|
Year-over-year growth
|
|
|
|
11
|
|
%
|
|
|
12
|
|
%
|
|
|
7
|
|
%
|
|
|
14
|
|
%
|
|
|
18
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Revenue
|
|
|
$
|
331,455
|
|
|
|
$
|
306,387
|
|
|
|
$
|
318,509
|
|
|
|
$
|
330,181
|
|
|
|
$
|
303,696
|
|
|
|
Goods Revenue
|
|
|
|
241,757
|
|
|
|
|
252,254
|
|
|
|
|
413,713
|
|
|
|
|
386,179
|
|
|
|
|
402,576
|
|
|
|
Travel Revenue
|
|
|
|
35,535
|
|
|
|
|
36,418
|
|
|
|
|
36,225
|
|
|
|
|
41,277
|
|
|
|
|
45,304
|
|
|
|
Total Revenue
|
|
|
$
|
608,747
|
|
|
|
$
|
595,059
|
|
|
|
$
|
768,447
|
|
|
|
$
|
757,637
|
|
|
|
$
|
751,576
|
|
|
|
Year-over-year growth
|
|
|
|
7
|
|
%
|
|
|
5
|
|
%
|
|
|
20
|
|
%
|
|
|
26
|
|
%
|
|
|
23
|
|
%
|
|
Year-over-year growth, excluding FX
|
|
|
|
8
|
|
%
|
|
|
6
|
|
%
|
|
|
20
|
|
%
|
|
|
26
|
|
%
|
|
|
22
|
|
%
|
|
% Third Party and Other
|
|
|
|
69
|
|
%
|
|
|
66
|
|
%
|
|
|
52
|
|
%
|
|
|
56
|
|
%
|
|
|
54
|
|
%
|
|
% Direct
|
|
|
|
31
|
|
%
|
|
|
34
|
|
%
|
|
|
48
|
|
%
|
|
|
44
|
|
%
|
|
|
46
|
|
%
|
Total Consolidated Revenue TTM
|
|
|
$
|
2,417,003
|
|
|
|
$
|
2,443,510
|
|
|
|
$
|
2,573,655
|
|
|
|
$
|
2,729,890
|
|
|
|
$
|
2,872,719
|
|
|
|
Year-over-year growth
|
|
|
|
18
|
|
%
|
|
|
12
|
|
%
|
|
|
10
|
|
%
|
|
|
15
|
|
%
|
|
|
19
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Gross Profit
|
|
|
$
|
290,931
|
|
|
|
$
|
265,133
|
|
|
|
$
|
279,750
|
|
|
|
$
|
287,436
|
|
|
|
$
|
268,665
|
|
|
|
% of Total Consolidated Local Gross Billings
|
|
|
|
35.9
|
|
%
|
|
|
36.2
|
|
%
|
|
|
33.6
|
|
%
|
|
|
32.4
|
|
%
|
|
|
31.3
|
|
%
|
|
Goods Gross Profit
|
|
|
|
63,051
|
|
|
|
|
62,568
|
|
|
|
|
66,337
|
|
|
|
|
62,041
|
|
|
|
|
83,016
|
|
|
|
% of Total Consolidated Goods Gross Billings
|
|
|
|
14.4
|
|
%
|
|
|
14.1
|
|
%
|
|
|
11.1
|
|
%
|
|
|
8.8
|
|
%
|
|
|
11.5
|
|
%
|
|
Travel Gross Profit
|
|
|
|
30,712
|
|
|
|
|
31,921
|
|
|
|
|
32,121
|
|
|
|
|
36,244
|
|
|
|
|
38,181
|
|
|
|
% of Total Consolidated Travel Gross Billings
|
|
|
|
18.4
|
|
%
|
|
|
19.1
|
|
%
|
|
|
19.5
|
|
%
|
|
|
16.4
|
|
%
|
|
|
15.9
|
|
%
|
|
Total Gross Profit
|
|
|
$
|
384,694
|
|
|
|
$
|
359,622
|
|
|
|
$
|
378,208
|
|
|
|
$
|
385,721
|
|
|
|
$
|
389,862
|
|
|
|
Year-over-year growth
|
|
|
|
(11
|
)
|
%
|
|
|
(7
|
)
|
%
|
|
|
6
|
|
%
|
|
|
2
|
|
%
|
|
|
1
|
|
%
|
|
% Third Party and Other
|
|
|
|
94
|
|
%
|
|
|
95
|
|
%
|
|
|
92
|
|
%
|
|
|
94
|
|
%
|
|
|
89
|
|
%
|
|
% Direct
|
|
|
|
6
|
|
%
|
|
|
5
|
|
%
|
|
|
8
|
|
%
|
|
|
6
|
|
%
|
|
|
11
|
|
%
|
|
% of Total Consolidated Gross Billings
|
|
|
|
27.2
|
|
%
|
|
|
26.8
|
|
%
|
|
|
23.7
|
|
%
|
|
|
21.2
|
|
%
|
|
|
21.4
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
$
|
80,511
|
|
|
|
$
|
62,302
|
|
|
|
$
|
71,988
|
|
|
|
$
|
40,301
|
|
|
|
$
|
59,056
|
|
|
|
% of Total Consolidated Gross Billings
|
|
|
|
5.7
|
|
%
|
|
|
4.6
|
|
%
|
|
|
4.5
|
|
%
|
|
|
2.2
|
|
%
|
|
|
3.2
|
|
%
|
|
% of Total Consolidated Revenue
|
|
|
|
13.2
|
|
%
|
|
|
10.5
|
|
%
|
|
|
9.4
|
|
%
|
|
|
5.3
|
|
%
|
|
|
7.9
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow is a non-GAAP financial measure. The following is a
reconciliation of free cash flow to the most comparable U.S. GAAP
financial measure, "Net cash provided by (used in) operating
activities."
|
Net cash provided by (used in) operating activities
|
|
|
$
|
43,302
|
|
|
|
$
|
(11,905
|
)
|
|
|
$
|
178,275
|
|
|
|
$
|
(20,717
|
)
|
|
|
$
|
(22,747
|
)
|
|
Purchases of property and equipment and capitalized software
|
|
|
|
(14,042
|
)
|
|
|
|
(15,064
|
)
|
|
|
|
(19,931
|
)
|
|
|
|
(16,355
|
)
|
|
|
|
(31,053
|
)
|
|
Free cash flow
|
|
|
$
|
29,260
|
|
|
|
$
|
(26,969
|
)
|
|
|
$
|
158,344
|
|
|
|
$
|
(37,072
|
)
|
|
|
$
|
(53,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities (TTM)
|
|
|
$
|
159,867
|
|
|
|
$
|
105,874
|
|
|
|
$
|
218,432
|
|
|
|
$
|
188,955
|
|
|
|
$
|
122,906
|
|
|
Purchases of property and equipment and capitalized software (TTM)
|
|
|
|
(84,554
|
)
|
|
|
|
(83,608
|
)
|
|
|
|
(63,505
|
)
|
|
|
|
(65,392
|
)
|
|
|
|
(82,403
|
)
|
|
Free cash flow (TTM)
|
|
|
$
|
75,313
|
|
|
|
$
|
22,266
|
|
|
|
$
|
154,927
|
|
|
|
$
|
123,563
|
|
|
|
$
|
40,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
$
|
(15,862
|
)
|
|
|
$
|
(26,444
|
)
|
|
|
$
|
(23,330
|
)
|
|
|
$
|
(138,608
|
)
|
|
|
$
|
(34,498
|
)
|
|
Net cash used in financing activities
|
|
|
$
|
(7,941
|
)
|
|
|
$
|
(8,970
|
)
|
|
|
$
|
(55,444
|
)
|
|
|
$
|
(41,492
|
)
|
|
|
$
|
(114,753
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities (TTM)
|
|
|
$
|
(134,923
|
)
|
|
|
$
|
(125,738
|
)
|
|
|
$
|
(96,315
|
)
|
|
|
$
|
(204,244
|
)
|
|
|
$
|
(222,880
|
)
|
|
Net cash used in financing activities (TTM)
|
|
|
$
|
(21,071
|
)
|
|
|
$
|
(32,748
|
)
|
|
|
$
|
(81,697
|
)
|
|
|
$
|
(113,847
|
)
|
|
|
$
|
(220,659
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Customers (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
|
19.1
|
|
|
|
|
19.9
|
|
|
|
|
20.8
|
|
|
|
|
21.8
|
|
|
|
|
22.6
|
|
|
|
EMEA
|
|
|
|
13.9
|
|
|
|
|
14.0
|
|
|
|
|
14.2
|
|
|
|
|
14.5
|
|
|
|
|
14.5
|
|
|
|
Rest of World
|
|
|
|
9.6
|
|
|
|
|
9.6
|
|
|
|
|
9.9
|
|
|
|
|
15.5
|
|
|
|
|
16.1
|
|
|
|
Total Active Customers
|
|
|
|
42.6
|
|
|
|
|
43.5
|
|
|
|
|
44.9
|
|
|
|
|
51.8
|
|
|
|
|
53.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TTM Gross Billings / Average Active Customer (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
$
|
156
|
|
|
|
$
|
155
|
|
|
|
$
|
150
|
|
|
|
$
|
147
|
|
|
|
$
|
145
|
|
|
|
EMEA
|
|
|
$
|
135
|
|
|
|
$
|
137
|
|
|
|
$
|
139
|
|
|
|
$
|
141
|
|
|
|
$
|
141
|
|
|
|
Rest of World
|
|
|
$
|
108
|
|
|
|
$
|
102
|
|
|
|
$
|
95
|
|
|
|
$
|
97
|
|
|
|
$
|
119
|
|
|
|
Consolidated
|
|
|
$
|
138
|
|
|
|
$
|
137
|
|
|
|
$
|
134
|
|
|
|
$
|
132
|
|
|
|
$
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales (8)
|
|
|
|
4,679
|
|
|
|
|
4,801
|
|
|
|
|
4,834
|
|
|
|
|
5,231
|
|
|
|
|
5,057
|
|
|
|
% North America
|
|
|
|
26
|
|
%
|
|
|
28
|
|
%
|
|
|
29
|
|
%
|
|
|
27
|
|
%
|
|
|
26
|
|
%
|
|
% EMEA
|
|
|
|
39
|
|
%
|
|
|
37
|
|
%
|
|
|
37
|
|
%
|
|
|
37
|
|
%
|
|
|
39
|
|
%
|
|
% Rest of World
|
|
|
|
35
|
|
%
|
|
|
35
|
|
%
|
|
|
34
|
|
%
|
|
|
36
|
|
%
|
|
|
35
|
|
%
|
|
Other
|
|
|
|
6,306
|
|
|
|
|
6,453
|
|
|
|
|
6,449
|
|
|
|
|
7,099
|
|
|
|
|
6,888
|
|
|
|
Total Headcount
|
|
|
|
10,985
|
|
|
|
|
11,254
|
|
|
|
|
11,283
|
|
|
|
|
12,330
|
|
|
|
|
11,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the total dollar value of customer purchases of goods
and services, excluding applicable taxes and net of estimated
refunds.
|
(2) Local represents deals from local merchants, deals with national
merchants, and deals through local events. Other revenue
transactions, which include advertising, payment processing, point
of sale, reservation and commission revenue, were previously
aggregated with our Travel category. During the three months ended
March 31, 2014, the Company updated its presentation of category
information to include gross billings, revenue and gross profit from
those other revenue sources within the Local category, and prior
period category information has been retrospectively adjusted to
conform to the current period presentation.
|
(3) Includes third party revenue, direct revenue and other revenue.
Third party revenue is related to sales for which the Company acts
as a marketing agent for the merchant. This revenue is recorded on a
net basis. Direct revenue is primarily related to the sale of
products for which the Company is the merchant of record. These
revenues are accounted for on a gross basis, with the cost of
inventory included in cost of revenue. Other revenue primarily
consists of advertising revenue, payment processing revenue, point
of sale revenue, reservation revenue and commission revenue.
|
(4) Represents third party revenue, direct revenue and other revenue
reduced by cost of revenue. Cost of revenue is comprised of direct
and certain indirect costs incurred to generate revenue. Third party
cost of revenue includes estimated refunds for which the merchant's
share is not recoverable. Direct cost of revenue includes the cost
of inventory, shipping and fulfillment costs and inventory
markdowns. Other costs incurred to generate revenue are allocated to
cost of third party and other revenue and direct revenue for each of
our categories (Local, Goods, and Travel) in proportion to gross
billings during the period.
|
(5) Represents the change in financial measures that would have
resulted had average exchange rates in the reporting periods been
the same as those in effect in the prior year period.
|
(6) Reflects the total number of unique user accounts who have
purchased a voucher or product from us during the trailing twelve
months.
|
(7) Reflects the total gross billings generated in the trailing
twelve months per average active customer over that period.
|
(8) Includes merchant sales representatives, as well as sales
support.
|
(9) The definition, methodology and appropriateness of each of our
supplemental metrics is reviewed periodically. As a result, metrics
are subject to removal and/or change.
|
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